Form SCHEDULE 13D/A Sol-Gel Technologies Filed by: Arkin Moshe
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
|
Sol-Gel Technologies Ltd (Name of Issuer) |
Ordinary Shares, par value NIS 1.0 per share (Title of Class of Securities) |
(CUSIP Number) |
Perry Wildes, Adv. One Azrieli Center, Tel Aviv, L3, 6701101 972-3-607-4444 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/25/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Moshe Arkin | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,950,113.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
56.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Rows (7) (8) (9) (10) and (11): The beneficial ownership of the securities reported herein is described in Items 5(a) and (b).
Row 13: Based on 3,245,270 Ordinary Shares outstanding on March 25, 2026, as provided in the Issuer's 424(b)(3) prospectus filed with the SEC on March 24, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
M. Arkin Dermatology Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,806,856.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
52.44 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Rows (8) (10) and (11): The beneficial ownership of the securities reported herein is described in Items 5(a) and (b).
Row 13: Based on 3,245,270 Ordinary Shares outstanding on March 25, 2026, as provided in the Issuer's 424(b)(3) prospectus filed with the Securities and Exchange Commission ("SEC") on March 24, 2026.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Ordinary Shares, par value NIS 1.0 per share |
| (b) | Name of Issuer:
Sol-Gel Technologies Ltd |
| (c) | Address of Issuer's Principal Executive Offices:
7 Golda Meir St., Weizmann Science Park, Ness Tziona,
ISRAEL
, 7403648. |
| Item 3. | Source and Amount of Funds or Other Consideration |
This amendment to Schedule 13D is being filed solely to update the percentage holdings of the Reporting Persons following the closing of the Issuer's underwritten offering that closed on March 25, 2026. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5 of Schedule 13D is hereby amended and restated as follows:
(a) and (b)
As of March 25, 2026, Arkin Dermatology owned directly (and therefore is deemed the beneficial owner of) 1,806,856 Ordinary Shares, which represented beneficial ownership of approximately 52.44% of the Company's outstanding Ordinary Shares. Arkin Dermatology has the shared power to vote, or direct the voting of, and the shared power to dispose of, or direct the disposition of, the Ordinary Shares held by Arkin Dermatology.
As of March 25, 2026, Mr. Arkin owned directly (and therefore is deemed the beneficial owner of) 143,257 Ordinary Shares, which represented beneficial ownership of approximately 4.41% of the Company's outstanding Ordinary Shares. Mr. Arkin has the sole power to vote, or direct the voting of, and the sole power to dispose of, or direct the disposition of, these Ordinary Shares.
In addition, as the sole shareholder and sole director of Arkin Dermatology, Mr. Arkin may be deemed to be the indirect beneficial owner of the 1,806,856 Ordinary Shares beneficially owned by Arkin Dermatology, which represented beneficial ownership of approximately 52.44% of the Company's outstanding Ordinary Shares. Mr. Arkin has the shared power to vote, or direct the voting of, and the shared power to dispose of, or direct the disposition of, the Ordinary Shares held by Arkin Dermatology.
The total Ordinary Shares beneficially owned by Mr. Arkin as of March 25, 2026, is 1,950,112, which represented beneficial ownership of 56.60% of the Company's outstanding Ordinary Shares. |
| (c) | Except as set forth in this Schedule 13D, to the best knowledge of the Reporting Persons, none of the Reporting Persons has beneficial ownership of, or has engaged in any transaction during the past 60 days in respect of, any Ordinary Shares. |
| (d) | No person, other than the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares referred to in this Item 5.
Percentages set forth in this amended Schedule 13D were calculated based on 3,245,270 Ordinary Shares outstanding on March 25, 2026 as provided in the Issuer's 424(b)(3) prospectus filed with the SEC on March 24, 2026. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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