x None
Entity Type
0001610590
 
x Corporation
o Limited Partnership
o Limited Liability Company
o General Partnership
o Business Trust
o Other
Name of Issuer
 Check-Cap Ltd
Jurisdiction of Incorporation/Organization
ISRAEL
 
Year of Incorporation/Organization
  x Over Five Years Ago
  o Within Last Five Years (Specify Year)  
  o Yet to Be Formed  



2. Principal Place of Business and Contact Information
Name of Issuer  
 Check-Cap Ltd  
Street Address 1 Street Address 2
 29 ABBA HUSHI AVENUE  
City State/Province/Country ZIP/Postal Code Phone No. of Issuer
 ISFIYA  ISRAEL  3009000  +972-4-8303400 



3. Related Persons
Last Name First Name Middle Name
Hanley Steven
Street Address 1 Street Address 2
c/o Check-Cap Ltd. 29 Abba Hushi Avenue, P.O. Box 1271
City State/Province/Country ZIP/Postal Code
ISFIYA ISRAEL 3009000
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
 

Last Name First Name Middle Name
Ezed Clara
Street Address 1 Street Address 2
c/o Check-Cap Ltd. 29 Abba Hushi Avenue, P.O. Box 1271
City State/Province/Country ZIP/Postal Code
ISFIYA ISRAEL 3009000
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
 

Last Name First Name Middle Name
Gorman Mary Jo
Street Address 1 Street Address 2
c/o Check-Cap Ltd. 29 Abba Hushi Avenue, P.O. Box 1271
City State/Province/Country ZIP/Postal Code
ISFIYA ISRAEL 3009000
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
 

Last Name First Name Middle Name
Lin XiangQian (XQ)
Street Address 1 Street Address 2
c/o Check-Cap Ltd. 29 Abba Hushi Avenue, P.O. Box 1271
City State/Province/Country ZIP/Postal Code
ISFIYA ISRAEL 3009000
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
 

 
Last Name First Name Middle Name
Yanai Yuval
Street Address 1 Street Address 2
c/o Check-Cap Ltd. 29 Abba Hushi Avenue, P.O. Box 1271
City State/Province/Country ZIP/Postal Code
ISFIYA ISRAEL 3009000
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
 

Last Name First Name Middle Name
Ovadia Alex
Street Address 1 Street Address 2
c/o Check-Cap Ltd. 29 Abba Hushi Avenue, P.O. Box 1271
City State/Province/Country ZIP/Postal Code
ISFIYA ISRAEL 3009000
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
 

Last Name First Name Middle Name
Rosenzweig Mira
Street Address 1 Street Address 2
c/o Check-Cap Ltd. 29 Abba Hushi Avenue, P.O. Box 1271
City State/Province/Country ZIP/Postal Code
ISFIYA ISRAEL 3009000
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
 

Last Name First Name Middle Name
Kimchy Yoav
Street Address 1 Street Address 2
c/o Check-Cap Ltd. 29 Abba Hushi Avenue, P.O. Box 1271
City State/Province/Country ZIP/Postal Code
ISFIYA ISRAEL 3009000
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
 

 
Last Name First Name Middle Name
Shpigelman Boaz
Street Address 1 Street Address 2
c/o Check-Cap Ltd. 29 Abba Hushi Avenue, P.O. Box 1271
City State/Province/Country ZIP/Postal Code
ISFIYA ISRAEL 3009000
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
 

Last Name First Name Middle Name
Belkar Joshua
Street Address 1 Street Address 2
c/o Check-Cap Ltd. 29 Abba Hushi Avenue, P.O. Box 1271
City State/Province/Country ZIP/Postal Code
ISFIYA ISRAEL 3009000
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
 

Last Name First Name Middle Name
Segal Vardit
Street Address 1 Street Address 2
c/o Check-Cap Ltd. 29 Abba Hushi Avenue, P.O. Box 1271
City State/Province/Country ZIP/Postal Code
ISFIYA ISRAEL 3009000
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
 

Last Name First Name Middle Name
Hershko Israel
Street Address 1 Street Address 2
c/o Check-Cap Ltd. 29 Abba Hushi Avenue, P.O. Box 1271
City State/Province/Country ZIP/Postal Code
ISFIYA ISRAEL 3009000
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
 

 


4. Industry Group
o Agriculture   Health Care o Retailing
  Banking & Financial Services   o Biotechnology o Restaurants
  o Commercial Banking   o Health Insurance   Technology
  o Insurance   o Hospitals & Physicians   o Computers
  o Investing   o Pharmaceuticals   o Telecommunications
  o Investment Banking   x Other Health Care   o Other Technology
  o Pooled Investment Fund

        Travel
  o Other Banking & Financial Services o Manufacturing   o Airlines & Airports
  Real Estate   o Lodging & Conventions
  o Commercial   o Tourism & Travel Services
  o Construction   o Other Travel
  o REITS & Finance o Other
  o Residential  
  o Other Real Estate  
o Business Services  
  Energy  
  o Coal Mining  
  o Electric Utilities  
  o Energy Conservation  
  o Environmental Services  
  o Oil & Gas  
  o Other Energy  


5. Issuer Size
Revenue Range Aggregate Net Asset Value Range
o No Revenues o No Aggregate Net Asset Value
o $1 - $1,000,000 o $1 - $5,000,000
o $1,000,001 - $5,000,000 o $5,000,001 - $25,000,000
o $5,000,001 - $25,000,000 o $25,000,001 - $50,000,000
o $25,000,001 - $100,000,000 o $50,000,001 - $100,000,000
o Over $100,000,000 o Over $100,000,000
x Decline to Disclose o Decline to Disclose
o Not Applicable o Not Applicable


6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
o Rule 504(b)(1) (not (i), (ii) or (iii)) o Rule 505
o Rule 504 (b)(1)(i) x Rule 506(b)
o Rule 504 (b)(1)(ii) o Rule 506(c)
o Rule 504 (b)(1)(iii) o Securities Act Section 4(a)(5)
  o Investment Company Act Section 3(c)

7. Type of Filing
x New Notice Date of First Sale  2020-05-08 o First Sale Yet to Occur
o Amendment

8. Duration of Offering
Does the Issuer intend this offering to last more than one year? o Yes x No

9. Type(s) of Securities Offered (select all that apply)
o Pooled Investment Fund Interests o Equity
o Tenant-in-Common Securities o Debt
o Mineral Property Securities x Option, Warrant or Other Right to Acquire Another Security
x Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security o Other (describe)
   


10. Business Combination Transaction
Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? o Yes x No
 
Clarification of Response (if Necessary)  
  

11. Minimum Investment
Minimum investment accepted from any outside investor $ 0 USD

12. Sales Compensation
Recipient Recipient CRD Number o None
 H.C. Wainwright & Co., LLC  375
(Associated) Broker or Dealer x None (Associated) Broker or Dealer CRD Number x None
     
Street Address 1 Street Address 2
 430 PARK AVENUE  3RD FLOOR
City State/Province/Country ZIP/Postal Code
 NEW YORK  NEW YORK  10022
State(s) of Solicitation o All States o Foreign/Non-US
 NEW YORK
 TEXAS
 

 



13. Offering and Sales Amounts
Total Offering Amount $ 3000000 USD o Indefinite
Total Amount Sold $ 3000000 USD  
Total Remaining to be Sold $ 0 USD o Indefinite
 
Clarification of Response (if Necessary)
 The warrants and shares underlying the warrants, the subject matter of this Form D were issued in connection with an offering of (i) 5,000,000 shares issued in a registered direct offering, and (ii) unregistered warrants to purchase 5,000,000 shares.


14. Investors
o Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering
 
  Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering: 3


15. Sales Commissions & Finders’ Fees Expenses
Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
Sales Commissions $ 210000 USD o Estimate
Finders' Fees $ 0 USD o Estimate
 
Clarification of Response (if Necessary)
 H.C. Wainwright is also entitled to a management fee equal to 1.0% of the gross proceeds raised in this offering, non-accountable expense reimbursement of $32,500 and warrants to purchase 350,000 shares exercisable at $0.75 per share for five years.


16. Use of Proceeds
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
  $ 0 USD o
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