Sol-Gel Technologies Ltd.

Opaleye Management Inc. (James Silverman, Boston) accumulated 500,000 SLGL shares (15.4% post-offering) from Aug 2025 through Mar 2026 at average estimated cost ~$44/share

Opaleye Management Inc. (CIK 0001595855), managed by James Silverman, accumulated from an initial 5% position (139,386 shares, August 22, 2025) to 16.52% (460,335 shares) by March 23, 2026. The accumulation trajectory: Aug 2025: 139,386 @ ~$20-25; Sep 2025: 204,835 (7.35%); Nov 13, 2025: 367,367 crossed 10%; Dec 2025: heavy buying at $37-42/share; Jan-Feb 2026: buying at $55-63/share; Mar 24, 2026: 500,000 total post-offering. All shares purchased at open market prices via Opaleye, L.P. (principal vehicle) and a separately managed account. James Silverman is signatory on all filings (President, Opaleye Management Inc.; General Partner, Opaleye, L.P.).

SLGL stock ran ~14x in 10 months on ~2.8M share float; Opaleye accumulation from 5% to 16% closely tracks much of the price appreciation period

SLGL stock appreciated approximately 14x from post-split price of ~$7 in May 2025 to an all-time high of $97.97 on March 3, 2026, on a very thin float of approximately 2.78-3.24M shares. Monthly price progression: May 2025 $7 → Aug 2025 $23 → Oct 2025 peak $52 → Jan 2026 peak $75 → Feb 2026 peak $93 → Mar 2026 high $98. Opaleye's aggressive accumulation (from 5% to 10%+ in ~3 months) coincides with much of this appreciation. The offering at $72 on March 23 was below the recent high of $97.97 but above the same-day close of $66.20, suggesting the stock had partially corrected from peak levels. The thin float means that concentrated buying by Opaleye could have materially contributed to price appreciation.

Sol-Gel FY2025 20-F carries going concern qualification; accumulated deficit $237M; cash $24M pre-offering; single-asset pipeline (SGT-610 Phase 3) after SGT-210 failure and divestiture of US product rights

Sol-Gel's FY2025 20-F (filed March 19, 2026) discloses: net loss of $6.1M in 2025 (vs. $10.6M in 2024, $27.2M in 2023); accumulated deficit of $237M since inception in 1997; going concern explanatory paragraph from independent registered public accounting firm based on 'net loss, negative cash flow and working capital level.' Cash as of December 31, 2025: $23,999K. Pre-offering stated runway: into Q1 2027. Post-offering stated runway (per 424B5): into Q1 2028. The company has been loss-generating since 1997 and has no meaningful product revenues from approved products in the US following the April 2025 sale of Twyneo/Epsolay US rights to Mayne Pharma.

Sol-Gel (SLGL) raised ~$30.8M net in oversubscribed follow-on offering at $72.00/share — 8.8% above prior-day close — with Opaleye as anchor buyer within days of HFIA Form 3 deadline

Sol-Gel priced a follow-on offering of 459,112 ordinary shares at $72.00 per share, raising ~$33.1M gross ($30.8M net). The offering was priced 8.8% above the March 23, 2026 closing price of $66.20. The 6-K press release announces the offering was 'oversubscribed.' Underwriters: TD Securities (USA) LLC and LifeSci Capital LLC. The POS AM (2026-03-19) and EFFECT (2026-03-23) preceded the pricing by 4 days, indicating the shelf was re-activated specifically for this offering. Opaleye Management Inc. purchased 34,665 shares (via LP) plus 5,000 shares (via managed account) in the offering at $72.00, increasing total position to approximately 500,000 shares.

Sol-Gel Technologies (SLGL) submitted all 10 HFIA Form 3 compliance filings on the March 18, 2026 deadline

Ten Form 3 HFIA compliance filings submitted by Sol-Gel Technologies Ltd. directors and officers on the Section 16(a) effective date for foreign private issuers. Filers: Moshe Arkin (Chairman/CEO/10%+), Itai Gidon Arkin (Director), Ran Gottfried (Director), Sharon Kochan (Director), Hanna Lerman (Director), Yuval Yanai (Director), Eyal Ben-Or (CFO), Michael Glezin (CBO), Ofra Levy-Hacham (VP Clinical/Reg/Quality), Yosef Itzik (COO), Ofer Toledano (VP R&D). The 424B5 prospectus supplement explicitly cites the NDAA FY2026 statutory basis: 'National Defense Authorization Act for Fiscal Year 2026, mandating directors and officers of foreign private issuers to file Section 16(a) reports (Forms 3, 4, and 5) with the SEC to report beneficial ownership interests in companies, effective on March 18, 2026.'

Moshe Arkin controls ~62.8% of Sol-Gel Technologies pre-offering via M. Arkin Dermatology Ltd. — founder-controlled FPI with concentrated Israeli holding company structure

Moshe Arkin (Chairman and CEO) holds 143,257 ordinary shares directly and 1,606,856 shares indirectly through M. Arkin Dermatology Ltd., plus 200,000 warrants (strike price $58.50, expiration 2028-01-27) also held through M. Arkin Dermatology Ltd. Pre-offering share count of 2,786,158 gives Arkin approximately 62.8% beneficial ownership. Post-offering dilution (3,245,270 shares) reduces to approximately 53.9%. Schedule 13D/A Amendment 6 filed June 12, 2025 (CIK 0001321178) confirms position dates to at least 2018. Arkin is both the Chairman of the Board and CEO — concentrated founder control.