Sol-Gel Technologies Ltd美股招股说明书(2026-03-24版)

PROSPECTUS SUPPLEMENT(To Prospectus dated May 8, 2025) 459,112 Ordinary Shares We are offering 459,112 of our ordinary shares, par value NIS 1.00 per share, at an offering price of $72.00 per ordinaryshare, pursuant to this prospectus supplement and accompanying prospectus. Our ordinary shares are traded on the Nasdaq Capital Market under the symbol “SLGL”.On March 23, 2026, the lastreported sale price of our ordinary shares was $66.20 per share. Investing in our ordinary shares involves a high degree of risk.Before making an investment decision, you shouldcarefully consider all of the information set forth in this prospectus supplement, the accompanying prospectus and thedocuments incorporated by reference herein and therein.These risks are described under the heading “Risk Factors”beginning on page S-7 of this prospectus supplement, and under similar headings in the documents incorporated by referenceinto this prospectus supplement and accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement and the accompanying prospectus are truthful or complete.Anyrepresentation to the contrary is a criminal offense. PERORDINARY SHARETOTALPublic Offering Price$72.00$33,056,064.00Underwriting Discounts and Commissions (1)$4.32$1,983,363.84Proceeds to Us, Before Expenses$67.68$31,072,700.16 (1) See the section titled “Underwriting” for additional information regarding compensation payable to the underwriters. Wehave agreed to reimburse the underwriters for certain offering-related expenses. See “Underwriting.” Delivery of the ordinary shares is expected to be made on or about March 25, 2026. Book-Running Managers LifeSci Capital TD Cowen The date of this prospectus supplement is March 23, 2026. PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTINDUSTRY AND MARKET DATAPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSFORWARD-LOOKING STATEMENTSUSE OF PROCEEDSCAPITALIZATIONDILUTIONMATERIAL TAX CONSIDERATIONSUNDERWRITINGLEGAL MATTERSEXPERTSEXPENSESWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN DOCUMENTS BY REFERENCEENFORCEABILITY OF CIVIL LIABILITIES PROSPECTUS ABOUT THIS PROSPECTUSABOUT THE COMPANYRISK FACTORSOFFER STATISTICS AND EXPECTED TIMETABLEFORWARD-LOOKING STATEMENTSCAPITALIZATIONOFFER AND LISTING DETAILSUSE OF PROCEEDSDESCRIPTION OF ORDINARY SHARESDESCRIPTION OF WARRANTSDESCRIPTION OF SUBSCRIPTION RIGHTSDESCRIPTION OF UNITSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN DOCUMENTS BY REFERENCEENFORCEABILITY OF CIVIL LIABILITIES ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a “shelf” registration statement on Form F-3 (FileNo.333-286822) that we filed with the Securities and Exchange Commission, or the SEC, on April 29, 2025, and that was declaredeffective on May 8, 2025. This document consists of two parts, this prospectus supplement, including the documents incorporated byreference, which describes the specific information about this offering, and the accompanying prospectus, which provides moregeneral information, some of which may not apply to this offering. When we refer to this prospectus, we are referring to both parts ofthis document combined. This prospectus supplement and the documents incorporated by reference herein may add, update or change informationcontained in the accompanying prospectus. To the extent that any statement made in this prospectus supplement is inconsistent with astatement made in the accompanying prospectus, the statements made in this prospectus supplement will be deemed to modify orsupersede those made in the accompanying prospectus. This prospectus supplement and the accompanying prospectus relate to the offering of our ordinary shares.Before buyingany of the ordinary shares offered hereby, we urge you to read carefully this prospectus supplement and the accompanying prospectus,together with the information incorporated by reference herein and therein as described below under the headings “Where You CanFind More Information” and “Incorporation of Certain Documents by Reference.” You should rely only on the information contained in, or incorporated by reference into, this prospectus supplement and theaccompanying prospectus.We and the underwriters have not authorized anyone to provide you with different or additionalinformation. If anyone provides you with different or additional information, you should not rely on it. We are not making offers to sell or solicitations to buy our ordinary shares in any jurisdiction in which an offer or solicitationis not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful tomake an offer or solicitation.You should assume that the information in this prospectus supplement, the accompanyin