Exhibit 99.7
January 18, 2018
Securities and Exchange Commission
Division of Corporation Finance
Office of the Chief Accountant
100 F Street NE
Washington, DC 20549
Re: | Sol-Gel Technologies Ltd. Registration Statement on Form F-1 | |
(CIK No. 0001684693; File No. 333-220234) | ||
Application for Waiver of Requirements of Form 20-F, Item 8.A.4 |
Ladies and Gentlemen:
I am the Chief Executive Officer of Sol-Gel Technologies Ltd., a company organized under the laws of the State of Israel (the “Company”). In connection with a proposed initial public offering of the Company’s ordinary shares (the “Offering”), we hereby respectfully request that the Securities and Exchange Commission (the “Commission”) waive the requirement of Item 8.A.4 of Form 20-F, which states that in the case of a company’s initial public offering (“IPO”) the Registration Statement on Form F-1 (the “Registration Statement”) must contain audited financial statements of a date not older than 12 months from the date of the offering unless a waiver is obtained. See also Division of Corporation Finance, Financial Reporting Manual, Section 6220.3.
At the time of the Company’s initial public filing on August 29, 2017, the Company’s Registration Statement satisfied Item 8.A.4 of Form 20-F, which is applicable to the Registration Statement pursuant to Item 4(a) of Form F-1, because it contained audited financial statements for the year ended December 31, 2016 prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”). However, because the Company’s audited financial statements for the year ended December 31, 2017 will not be available until approximately March 15, 2018, by the time we intend to file the Fourth Amendment to the Company’s Registration Statement, on or around January 22, 2018, such amendment to the Registration Statement will contain only audited financial statements for the year ended December 31, 2016, prepared in accordance with U.S. GAAP. Additionally, the Company may need to make at least one amendment after the date hereof and prior to the availability of the audited financial statements for the year ended December 31, 2017 containing the same financial statements as those that are contained in its most recent filing.
The Company is submitting this waiver request pursuant to Instruction 2 to Item 8.A.4 of Form 20-F, which provides that the Commission will waive the 12-month age of financial statements requirement “in cases where the company is able to represent adequately to us that it is not required to comply with this requirement in any other jurisdiction outside the United States and that complying with this requirement is impracticable or involves undue hardship.”
See also the Commission’s November 1, 2004 release entitled International Reporting and Disclosure Issues in the Division of Corporation Finance (available on the Commission’s website at http://www.sec.gov/divisions/corpfin/internatl/cfirdissues1104.htm) at Section III.B.c, in which the Commission notes:
“the instruction indicates that the staff will waive the 12-month requirement where it is not applicable in the registrant’s other filing jurisdictions and is impracticable or involves undue hardship. As a result, we expect that the vast majority of IPOs will be subject only to the 15-month rule. The only times that we anticipate audited financial statements will be filed under the 12-month rule are when the registrant must comply with the rule in another jurisdiction, or when those audited financial statements are otherwise readily available.”
In connection with this request, on behalf of the Company, I represent to the Commission that:
1. The Company is not required by the Israeli Companies Law or any jurisdiction outside the United States to prepare, and has not prepared, financial statements audited under any generally accepted auditing standards for any interim period.
2. Compliance with Item 8.A.4 is impracticable and involves undue hardship for the Company.
3. The Company does not anticipate that its audited financial statements for the year ended December 31, 2017 will be available until approximately mid-March 2018.
4. In no event will the Company seek effectiveness of the Registration Statement if its audited financial statements are older than 15 months at the time of the Offering.
We will file this letter as an exhibit to the Registration Statement pursuant to Instruction 2 to Item 8.A.4 of Form 20-F.
Please do not hesitate to contact our Chief Financial Officer, Gilad Mamlok, at gilad.mamlok@sol-gel.com if you have any questions regarding the foregoing or if we can provide any additional information.
Very truly yours, | |||
By: | /s/ Alon Seri-Levy | ||
Name: | Alon Seri-Levy | ||
Title: | Chief Executive Officer |
cc: | Joshua Kiernan, Latham & Watkins LLP |
Nathan Ajiashvili, Latham & Watkins LLP | |
Gene Kleinhendler, Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co. |