UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
Under the Securities Exchange Act of 1934
For the month of January 2024
Commission File Number 001-38367
SOL-GEL TECHNOLOGIES LTD.
(Translation of registrant’s name into English)
7 Golda Meir Street
Ness Ziona 7403650, Israel
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule
101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule
101(b)(7): ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
Attached hereto and incorporated by reference herein is the following document:
This Form 6-K and related exhibit are hereby incorporated by reference into the Company's Registration Statements on Form S-8
(Registration No. 333-223915 and 333-270477) and its Registration Statement on Form F-3 (Registration No. 333-264190).
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
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SOL-GEL TECHNOLOGIES LTD.
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By:
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/s/ Gilad Mamlok
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Gilad Mamlok
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Chief Financial Officer
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SOL-GEL TECHNOLOGIES LTD.
7 Golda Meir St., Weizmann Science Park, Ness Ziona, 7403650, Israel
+972-8-931-3433
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 28, 2024
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Dear Sol-Gel Technologies Ltd. Shareholders:
We cordially invite you to attend a Special Meeting of Shareholders, or the Meeting, of Sol-Gel Technologies Ltd., or the
Company, to be held at 9:00 a.m. Eastern Daylight Time (4:00 p.m. Israel time) on Wednesday, February 28, 2024, at the offices of Latham & Watkins, 1271 Avenue of the Americas, Floor 34, New York, NY 10020.
The Meeting is being called for the following purposes:
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(1)
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To approve the re-election of Mr. Ran Gottfried and election of Mr. Yuval Yanai as external directors of the Company, each for a three-year term, subject to, and in accordance with, the
provisions of the Israeli Companies Law, 5759-1999, or the Companies Law; and
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(2)
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To approve the cash compensation and the grant of options to purchase ordinary shares of the Company to each of our external directors and other independent directors in accordance with
the requirements of the Companies Law.
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The Company is currently unaware of any other matters that may be raised at the Meeting. Should any other matters be properly raised at the Meeting, the persons designated as
proxies shall vote according to their own judgment on those matters.
Our Board of Directors recommends that you vote in favor of each of the above proposals, which are described in the attached Proxy Statement.
Shareholders of record at the close of business on January 22, 2024 are entitled to notice of and to vote at the Meeting.
Whether or not you plan to attend the Meeting, it is important that your shares be represented and voted at the Meeting. Accordingly, after reading the Notice of the Special
Meeting of Shareholders and accompanying Proxy Statement, please mark, date, sign and mail the proxy or voting instruction form to be provided as promptly as possible. If voting by mail, the proxy must be received by Broadridge Financial Solutions,
Inc. ("Broadridge") or at our registered office at least 48 hours (or such later time set forth on the proxy or voting instruction form or as the Chairman of the Meeting may determine) prior to the appointed
time of the Meeting to be validly included in the tally of ordinary shares voted at the Meeting. Detailed proxy voting instructions are provided both in the Proxy Statement and on the proxy card and voting instruction form to be provided. Proxies may
also be executed electronically via www.proxyvote.com by utilizing the control number sent to you. Shareholders who hold their shares in street name may be able to utilize the control number sent to them to submit their voting instruction to their
brokers, trustees or nominees by other means, if so indicated on their voting instruction form. An electronic copy of the enclosed proxy materials will also be available for viewing at http://ir.sol-gel.com/.
Sol-Gel Technologies Ltd.