Sol-Gel Announces Pricing of Public Offering of Ordinary Shares and Warrants to Purchase Ordinary Shares
February 14 2020 - 6:45AM
Sol-Gel Technologies, Ltd. (NASDAQ: SLGL) (“Sol-Gel” or the
“Company”), a clinical-stage dermatology company focused on
identifying, developing and commercializing branded and generic
topical drug products for the treatment of skin diseases, today
announced the pricing of its underwritten public offering (the
“Offering”) of 2,091,907 ordinary shares together with ordinary
share warrants (the “warrants”) to purchase 1,673,525 ordinary
shares. The ordinary shares and accompanying warrants are being
sold together at a combined public offering price of $11.00 per
ordinary share and accompanying warrant. Each warrant sold in the
Offering will be exercisable for 0.80 of an ordinary share, and
have an initial exercise price of $14.00 per share, subject to
certain adjustments. The warrants will be immediately exercisable
and will expire on February 19, 2023. All of the ordinary shares
and accompanying warrants are being offered by Sol-Gel.
Gross proceeds to the Company from the Offering,
before deducting underwriting discounts and commissions and other
offering expenses, and excluding the exercise of any warrants and
the proceeds of the Private Placement, are expected to be
approximately $23 million. The Offering is expected to close on or
about February 19, 2020, subject to customary closing
conditions.
The Company intends to use the net proceeds from
the Offering to fund pre-commercialization and launch activities
for Epsolay® and Twyneo®, research and development activities and
the remainder for working capital and other general corporate
purposes.
Jefferies LLC and BMO Capital Markets Corp. are
acting as joint book-running managers for the Offering. Raymond
James & Associates, Inc. is acting as lead manager for the
Offering and H.C. Wainwright & Co., LLC is acting as co-manager
for the Offering.
In addition to the securities sold in the Offering,
the Company announced that M. Arkin Dermatology Ltd., the
controlling shareholder of the Company, has agreed to purchase
454,628 ordinary shares and warrants to purchase up to 363,702
ordinary shares in a concurrent private placement (the “Private
Placement”), exempt from the registration of the Securities Act of
1933, as amended, at a price equal to the public offering price of
the ordinary shares and accompanying warrants in the Offering. The
Private Placement is contingent on the closing of the Offering and
the satisfaction of certain other conditions, including
disinterested shareholder approval. The closing of the Offering is
not contingent on the closing of the Private Placement.
The Offering is being made only by means of a
prospectus. A shelf registration statement was previously filed
with the Securities and Exchange Commission (the “SEC”) and
declared effective by the SEC on April 12, 2019. A prospectus
supplement and accompanying prospectus relating to the Offering
have been filed with the SEC and are available on the SEC’s website
located at www.sec.gov. Before you invest, you should read the
prospectus supplement and accompanying prospectus and other
documents the Company has filed with the SEC for more complete
information about the Company and this Offering. Copies of the
prospectus supplement and the accompanying prospectus relating to
the Offering may be obtained by contacting Jefferies LLC,
Attention: Equity Syndicate Prospectus Department, 520 Madison
Avenue, New York, New York 10022, telephone: 1-877-547-6340 or by
emailing Prospectus_Department@jefferies.com or by contacting BMO
Capital Markets Corp, Attention: Equity Syndicate
Department, 3 Times Square, New York, New York 10036,
telephone: 1-800-414-3627 or by emailing bmoprospectus@bmo.com.
This press release shall not constitute an offer to
sell or the solicitation of an offer to buy the securities
described herein, nor shall there be any sale of these securities
in any state or jurisdiction in which such offer, solicitation or
sale would be unlawful prior to the registration or qualification
under the securities laws of any such state or jurisdiction.
About Sol-Gel Technologies
Sol-Gel is a clinical-stage dermatology company
focused on identifying, developing and commercializing branded and
generic topical drug products for the treatment of skin diseases.
Sol-Gel’s current product candidate pipeline consists of branded
product candidates that leverage its proprietary, silica-based
microencapsulation technology platform, and several generic product
candidates across multiple indications.
Forward-Looking Statements
This press release contains “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995. All statements contained in this press release
that do not relate to matters of historical fact should be
considered forward-looking statements. In some cases, you can
identify forward-looking statements by terminology such as
“believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,”
“should,” “plan,” “expect,” “predict,” “potential,” or the negative
of these terms or other similar expressions. These statements are
based on information currently available to the Company or the
Company’s current beliefs and expectations, including the Company’s
statements regarding the completion, timing and size of the
Offering of ordinary shares and accompanying warrants, the use of
proceeds therefrom, and the completion, timing and size of the
Private Placement, which are subject to risks and uncertainties,
including, without limitation, risks and uncertainties related to
market conditions and the satisfaction of closing conditions
related to the offering. The inclusion of forward-looking
statements should not be regarded as a representation by the
Company that any of its plans will be achieved. Investors are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof, and except as
required by law, the Company undertakes no obligation to update
publicly any forward-looking statements after the date of this
press release to conform these statements to changes in the
Company’s expectations or events or circumstances occurring after
the date hereof. Further information regarding these and other
risks is included under the heading “Risk Factors” in the Company’s
periodic reports filed with the SEC, including the Company’s Annual
Report on Form 20-F filed with the SEC on March 21, 2019 and other
reports filed with the SEC which are available from the SEC’s
website (www.sec.gov). All forward-looking statements are qualified
in their entirety by this cautionary statement. This caution is
made under the safe harbor provisions of Section 21E of the Private
Securities Litigation Reform Act of 1995.
For further information:
Sol-Gel Contact: |
U.S. Investor Contact: |
|
Gilad
Mamlok |
Chiara
Russo |
|
Chief
Financial Officer |
Solebury
Trout |
|
+972-8-9313433 |
+1-617-221-9197 |
|
|
crusso@soleburytrout.com |
|
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