Exhibit 99.2
SOL-GEL TECHNOLOGIES LTD.
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2026
SOL-GEL TECHNOLOGIES LTD.
UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2026
TABLE OF CONTENTS
| Page | |
| CONDENSED CONSOLIDATED FINANCIAL STATEMENTS: | |
| Balance Sheets | F-2 |
| Statements of Operations | F-3 |
| Statements of Changes in Shareholders' Equity | F-4 - F-5 |
| Statements of Cash Flows | F-6 |
| Notes to the Financial Statements | F-7 - F-11 |
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The amounts are stated in U.S. dollars in thousands, except share and per share data
F - 2
SOL-GEL TECHNOLOGIES LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(U.S. dollars in thousands)
(Unaudited)
| December 31, | June 30, | |||||||
|
2025 |
2026 |
|||||||
| Assets | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Marketable securities | ||||||||
| Accounts receivables | ||||||||
| Prepaid expenses and other current assets | ||||||||
| TOTAL CURRENT ASSETS | ||||||||
| NON-CURRENT ASSETS: | ||||||||
| Restricted long-term deposits and cash equivalents | ||||||||
| Property and equipment, net | ||||||||
| Operating lease right-of-use assets | ||||||||
| Other long-term assets | ||||||||
| Funds in respect of employee rights upon retirement | ||||||||
| TOTAL NON-CURRENT ASSETS | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
|
Liabilities and shareholders' equity |
||||||||
| CURRENT LIABILITIES: | ||||||||
| Accounts payable | $ | $ | ||||||
| Other accounts payable | ||||||||
| Current maturities of operating leases | ||||||||
| TOTAL CURRENT LIABILITIES | ||||||||
| LONG-TERM LIABILITIES: | ||||||||
| Operating leases liabilities | ||||||||
| Liability for employee rights upon retirement | ||||||||
| TOTAL LONG-TERM LIABILITIES | ||||||||
| TOTAL LIABILITIES | $ | $ | ||||||
| SHAREHOLDERS' EQUITY: | ||||||||
| Ordinary shares, NIS |
||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( |
) | ( |
) | ||||
| TOTAL SHAREHOLDERS' EQUITY | ||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F - 3
SOL-GEL TECHNOLOGIES LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(U.S. dollars in thousands)
(Unaudited)
| Six months ended
June 30 |
Three months ended
June 30 |
|||||||||||||||
| 2025 | 2026 | 2025 | 2026 | |||||||||||||
| REVENUE | $ | $ | $ | $ | ||||||||||||
| RESEARCH AND DEVELOPMENT EXPENSES | ||||||||||||||||
| GENERAL AND ADMINISTRATIVE EXPENSES | ||||||||||||||||
| OPERATING INCOME (LOSS) | $ | $ | ( |
) | $ | $ | ( |
) | ||||||||
| FINANCIAL INCOME, net | ||||||||||||||||
| NET INCOME (LOSS) FOR THE PERIOD | $ | $ | ( |
) | $ | $ | ( |
) | ||||||||
| BASIC AND DILUTED EARNINGS (LOSS) PER ORDINARY SHARE | $ | $ | ( |
) | $ | $ | ( |
) | ||||||||
| WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING USED IN COMPUTATION OF BASIC AND DILUTED EARNINGS (LOSS) PER SHARE | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F - 4
SOL-GEL TECHNOLOGIES LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(U.S. dollars in thousands)
(Unaudited)
|
Ordinary shares |
Additional paid-in capital |
Accumulated deficit |
Total | |||||||||||||||||
|
Number of shares |
Amounts |
Amounts | ||||||||||||||||||
| BALANCE AS OF JANUARY 1, 2025 | ( |
) | ||||||||||||||||||
| CHANGES DURING THE SIX MONTHS ENDED JUNE 30, 2025: | ||||||||||||||||||||
| Income for the period | - | |||||||||||||||||||
| Share-based compensation | - | |||||||||||||||||||
| BALANCE AT JUNE 30, 2025 |
( |
|||||||||||||||||||
| BALANCE AS OF JANUARY 1, 2026 | ( |
) | ||||||||||||||||||
| CHANGES DURING THE SIX MONTHS ENDED JUNE 30, 2026: | ||||||||||||||||||||
| Loss for the period | - | ( |
) | ( |
) | |||||||||||||||
| Exercise of options | ||||||||||||||||||||
| Issuance of shares through public offering, net of issuance costs | ||||||||||||||||||||
| Share-based compensation | ||||||||||||||||||||
| BALANCE AT JUNE 30, 2026 | ( |
) | ||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F - 5
SOL-GEL TECHNOLOGIES LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(U.S. dollars in thousands)
(Unaudited)
| Ordinary shares |
Additional paid-in capital |
Accumulated deficit |
Total | |||||||||||||||||
| Number of shares | Amounts | Amounts | ||||||||||||||||||
| BALANCE AS OF APRIL 1, 2025 | ( |
) | ||||||||||||||||||
| CHANGES DURING THE THREE MONTHS ENDED JUNE 30, 2025: | ||||||||||||||||||||
| Income for the period | - | |||||||||||||||||||
| Share-based compensation | - | |||||||||||||||||||
| BALANCE AT JUNE 30, 2025 |
( |
|||||||||||||||||||
| BALANCE AS OF APRIL 1, 2026 | ( |
) | ||||||||||||||||||
| CHANGES DURING THE THREE MONTHS ENDED JUNE 30, 2026: | ||||||||||||||||||||
| Loss for the period | - | ( |
) | ( |
) | |||||||||||||||
| Exercise of options | ||||||||||||||||||||
| Share-based compensation | - | |||||||||||||||||||
| BALANCE AT JUNE 30, 2026 | ( |
) | ||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F - 6
SOL-GEL TECHNOLOGIES LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(U.S. dollars in thousands)
(Unaudited)
|
Six months ended June 30 |
||||||||
| 2025 | 2026 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Income (loss) for the period | $ | $ | ( |
) | ||||
| Adjustments required to reconcile loss to net cash used in operating activities: | ||||||||
| Depreciation | ||||||||
| Changes in accrued liability for employee rights upon retirement, net | ( |
) | ||||||
| Share-based compensation expenses | ||||||||
| Financial expenses, net | ||||||||
| Net changes in operating leases | ||||||||
| Changes in fair value of marketable securities | ||||||||
| Gain from sale of property and equipment | ( |
) | ||||||
| Changes in operating asset and liabilities: | ||||||||
| Accounts receivables | ( |
) | ||||||
| Prepaid expenses and other current assets | ( |
) | ||||||
| Accounts payable and other accounts payable | ( |
) | ||||||
| Net cash provided by (used in) operating activities | ( |
) | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchase of property and equipment | ( |
) | ( |
) | ||||
| Proceeds from sale of property and equipment | ||||||||
| Investment in marketable securities | ( |
) | ( |
) | ||||
| Proceeds from maturity of marketable securities | ||||||||
| Long-term deposits | ( |
) | ( |
) | ||||
| Net cash used in investing activities | ( |
) | ( |
) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from issuance of shares through public offering | ||||||||
| Public offering costs | ( |
) | ||||||
| Proceeds from exercise of options | ||||||||
| Net cash provided by financing activities | ||||||||
| EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS | ( |
) | ( |
) | ||||
| INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AND CASH EQUIVALENTS | ( |
) | ||||||
| CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD | ||||||||
| CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AND CASH EQUIVALENTS AT END OF THE PERIOD | $ | $ | ||||||
| Cash and Cash equivalents | ||||||||
| Restricted cash equivalents included in restricted long-term deposits and cash equivalents | ||||||||
| CASH AND CASH EQUIVALENTS AND RESTRICTED CASH SHOWN IN STATEMENT OF CASH FLOWS | ||||||||
|
SUPPLEMENTARY INFORMATION: |
||||||||
| Interest received | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F - 7
SOL-GEL TECHNOLOGIES LTD.
(Unaudited)
NOTE 1 – NATURE OF OPERATIONS
| a. | The Company is an innovative dermatology company with a successful track record of two NDA approvals and advanced orphan drugs pipeline. The Company has two approved drugs: (i) Twyneo®, which was developed for the treatment of acne vulgaris and received marketing authorization by the U.S. Food and Drug Administration (the "FDA") on July 27, 2021 and (ii) Epsolay®, a treatment for subtype II rosacea that received marketing authorization by the FDA on April 25, 2022. In June 2021, the Company entered into two exclusive license agreements with Galderma for the commercialization of Twyneo® and Epsolay®, in the United States. On April 14, 2022, the Company announced that Twyneo® is available for purchase by consumers who obtain a prescription from their physician. On June 2, 2022, the Company announced that Epsolay® is available for purchase by consumers who obtain a prescription from their physician. For further details regarding agreements in respect of Epsolay® and Twyneo®, see Note 9 to the annual financial statements. |
| b. | On January 27, 2023 the Company entered into an asset purchase agreement ("APA") with PellePharm, Inc. (“PellePharm”), pursuant to which the Company agreed to purchase all of the assets related to the topically-applied patidegib, a hedgehog signaling pathway blocker, for the treatment of Gorlin syndrome (such compound designated as investigational compound SGT-610) For further details, see Note 9 to the annual financial statements. |
On May 15, 2024, the Company and Shenzhen Beimei Pharmaceutical Co. Ltd. ("Beimei"), entered into an asset purchase agreement. For further details, see Note 9 to the annual financial statements.
| c. | During the first quarter of 2025, the Company committed to fund approximately $ |
The payment will be made in two installments:
| a. | $ |
| b. | $ |
Accordingly, during 2025, the total amount of this payment is recorded under Other accounts payable in the balance sheet, amounting to $
| d. | On April 17, 2025, the Company entered into a product purchase agreement with a subsidiary of Mayne Pharma Group Limited (“Mayne Pharma”) for the sale and exclusive license of the U.S. rights to EPSOLAY and TWYNEO. Under the terms of the agreement, the Company is entitled to receive a total of $ |
| e. | The Company has a wholly owned U.S. subsidiary - Sol-Gel Technologies Inc. (the "Subsidiary"). The Subsidiary supports the Company with regard to marketing, regulatory affairs and business development relating to its products and technology in the U.S. The Subsidiary ceased to operate in 2024. | |
F - 8
SOL-GEL TECHNOLOGIES LTD.
(Unaudited)
NOTE 1 – NATURE OF OPERATIONS (continued):
| f. | In October 2023, Israel was attacked by Hamas, a terrorist organization and entered a state of war. Since the commencement of these events, there have been additional active hostilities, including with Hezbollah in Lebanon, the Houthi movement which controls parts of Yemen, and with Iran. On October 9, 2025, Israel, Hamas, the United States and other countries in the region agreed to a framework for a ceasefire in Gaza between Israel and Hamas. How long and how severe the current conflicts in Gaza, Northern Israel, Lebanon, Iran or the broader region become is unknown at this time and any continued clash among Israel, Hamas, Hezbollah, Iran or other countries or militant groups in the region may escalate in the future into a greater regional conflict. As of the date of these consolidated financial statements and, the ceasefire between Israel and Hamas formally remains in place, but the broader regional situation continues to be unstable and subject to sudden escalation, and the ultimate political and security outcomes of these arrangements remain uncertain. On February 28, 2026, the United States and Israel launched a joint attack on Iran. Iran launched ballistic missiles and drones against targets in Israel and against U.S. military bases and other targets in several countries in the Persian Gulf and Hezbollah joined Iran in launching ballistic missiles and drones against targets in Israel. As of the date of these consolidated financial statements, the war is ongoing and continues to evolve. The intensity and duration of the war is difficult to predict, as such are the war’s economic implications of the conflict on the Company’s operational and financial performance. |
As of the issuance date of this report, there was no material impact on the Company's ongoing operations in Israel. The Company continues to monitor its ongoing activities and will make any needed adjustments to ensure continuity of its business, while supporting the safety and well-being of its employees.
| g. | Risk and Uncertainties |
Since incorporation through June 30, 2026, the Company has an accumulated deficit of $
Management expects that the Company's cash and cash equivalents, deposits and marketable securities will allow the Company to fund its operating plan through at least the next 12 months from the financial statement issuance date.
| a. | Basis of Presentation
The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial statements. Accordingly, they do not include all of the information and notes required by U.S. GAAP for annual financial statements. The interim financial statements have been prepared using the same accounting policies as those applied in the preparation of the Company's annual financial statements. In the opinion of management, these unaudited condensed consolidated financial statements reflect all adjustments, which include normal recurring adjustments, necessary for a fair statement of the Company’s consolidated financial position as of June 30, 2026, the consolidated results of operations and the statements of changes in shareholders' equity for the six and three month periods ended June 30, 2026 and 2025 and the statements of cash flows for the six month periods ended June 30, 2026 and 2025.
|
F - 9
SOL-GEL TECHNOLOGIES LTD.
(Unaudited)
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (continued):
The consolidated results for the six month period ended June 30, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026.
These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements of the Company for the year ended December 31, 2025. The comparative balance sheet at December 31, 2025 has been derived from the audited financial statements at that date but does not include all disclosures required by U.S. GAAP.
| b. | Loss per share Basic loss per share is computed on the basis of the net loss for the period divided by the weighted average number of ordinary shares outstanding during the period. Diluted loss per share is based upon the weighted average number of ordinary shares and of potential ordinary shares outstanding when dilutive. Potential ordinary shares include outstanding stock options and warrants, which are included under the treasury stock method when dilutive. |
The following table sets forth the Company’s marketable securities for the indicated periods:
| December 31, | June 30, | |||||||
|
2025 |
2026 |
|||||||
| Level 2 securities: | ||||||||
| U.S government and agency bonds | $ | $ | ||||||
| Corporate bonds* | ||||||||
| Other Government bonds | ||||||||
| Total | $ | $ | ||||||
* Investments in Corporate bonds rated A or higher.
The Company elected the fair value option to measure and recognize its investments in debt securities in accordance with ASC 825, Financial Instruments as the Company manages its portfolio and evaluates the performance on a fair value basis.
The Company’s debt securities are classified within Level 2 because it uses quoted market prices or alternative pricing sources and models utilizing market observable inputs to determine their fair value.
The cost of marketable securities as of June 30, 2026 is $
F - 10
SOL-GEL TECHNOLOGIES LTD.
(Unaudited)
NOTE 3 – MARKETABLE SECURITIES (continued):
The table below sets forth a summary of the changes in the fair value of the Company’s marketable securities for the indicated periods:
| Marketable securities | ||||||||
|
For the year ended December 31, 2025 |
For the Six Months ended June 30, 2026 |
|||||||
| Balance at beginning of the period | $ | $ | ||||||
| Additions | ||||||||
| Sale or maturity | ( |
) | ( |
) | ||||
| Changes in fair value during the period | ( |
) | ( |
) | ||||
| Balance at end of the period | $ | $ | ||||||
NOTE 4 – SUPPLEMENTARY FINANCIAL STATEMENT INFORMATION:
| Revenue: |
|
Six months ended June 30 |
Three months ended June 30 |
|||||||||||||||
| 2025 | 2026 |
2025 |
2026 | |||||||||||||
| Royalties revenue | $ | $ | $ | $ | ||||||||||||
| Sale of IP and license revenue | ||||||||||||||||
| Support services | ||||||||||||||||
| Total revenue | $ | $ | $ | $ | ||||||||||||
Research and development expenses:
|
Six months ended June 30 |
Three months ended June 30 |
|||||||||||||||
| 2025 | 2026 | 2025 | 2026 | |||||||||||||
| Payroll and related expenses | $ | $ | $ | $ | ||||||||||||
| Clinical and preclinical trials expenses | ||||||||||||||||
| Professional consulting and subcontracted work | ||||||||||||||||
| Supplier-led manufacturing development | ||||||||||||||||
| Other | ||||||||||||||||
| Total Research and development expenses | $ | $ | $ | $ | ||||||||||||
F - 11
SOL-GEL TECHNOLOGIES LTD.
(Unaudited)
| a. | Ordinary shares |
On March 23, 2026, the Company issued and sold
The gross proceeds from the offering amounted is approximately $
| b. | Options grants |
| i. | In January 19, 2026, the Company granted a total of |
The options vest over a period of
The weighted average fair value of options granted in 2026 was $
| 2026 | ||||
| Value of one ordinary share | $ | |||
| Dividend yield | % | |||
| Expected volatility | % | |||
| Risk-free interest rate | % | |||
| Expected term | ||||
NOTE 6 – RELATED PARTIES:
| a. | Related parties include the controlling shareholder and companies under his control, the board of directors and the executive officers of the Company. |
| b. | As to options granted to executive officers, see note 5. |
| c. | As of January 1, 2025, Mr. Mori Arkin, the Company’s Executive Chairman and controlling shareholder serves as the interim CEO of the Company. Mr. Arkin will not be entitled to any compensation for assuming this position. |
NOTE 7 – SEGMENTS
Our chief operating decision maker (“CODM”), the Chief Executive Officer, manages the Company’s business activities as a operating and reportable segment at the consolidated level. Accordingly, our CODM uses consolidated net income to measure segment profit or loss, allocate resources and assess performance based on consolidated net income which is consistent with the basis the consolidated statements of operations are presented. In addition, the CODM examines research and development expenses separately in order to make operating decisions. For additional information regarding research and development expenses, see note 4.
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F - 12