zk1517417.htm
As filed with the Securities and Exchange Commission on October 13, 2015
Registration No. 333-203384
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CHECK-CAP LTD.
(Exact name of registrant as specified in its charter)
|
Israel
|
Not Applicable
|
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
Abba Hushi Avenue
P.O. Box 1271
Isfiya, 30090
Mount Carmel, Israel
+972-4-8303400
(Address of principal executive offices, including zip code)
Check-Cap Ltd. 2015 Equity Incentive Plan and Check-Cap Ltd. 2015 United States Sub-Plan to the 2015 Equity Incentive Plan
(Full title of the plan)
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
302-738-6680
(Name, address and telephone number, including area code, of agent for service)
Copies to:
|
Mitchell S. Nussbaum, Esq.
Angela M. Dowd, Esq.
Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154
(212) 407-4000 - Telephone
(212) 407-4990 - Facsimile
|
Eran Yaniv, Adv.
Sharon Rosen, Adv.
Fischer Behar Chen Well
Orion & Co.
3 Daniel Frisch Street
Tel Aviv, 6473104, Israel
+972 3 6944111 - Telephone
+972 3 6091116 - Facsimile
|
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
|
Large accelerated filer
|
o
|
|
Accelerated filer
|
o
|
|
Non-accelerated filer
|
o
|
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
x
|
CALCULATION OF REGISTRATION FEE
|
Title of securities to be registered
|
|
Amount to be registered(1)(2)
|
|
|
Proposed maximum offering price per share(3)
|
|
|
Proposed maximum aggregate offering price(3
|
|
|
Amount of registration fee(3)
|
|
|
Ordinary shares, par value NIS 0.20 per ordinary share
|
|
|
3,714,632 |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
(1)
|
Represents up to 3,714,632 ordinary shares, par value NIS 0.20 per, of the Registrant (the “Ordinary Shares”) reserved for the grant of future stock awards under the Check-Cap Ltd. 2015 Equity Incentive Plan and the Check-Cap Ltd. 2015 United States Sub-Plan to the 2015 Equity Incentive Plan (collectively, the “2015 Plan”),which is the number of unallocated Ordinary Shares (the “Unallocated Shares”) remaining available for grant under the Check-Cap, LLC 2006 Unit Option Plan (the “2006 Plan”) that have been “rolled over” to the 2015 Plan for issuance thereunder and the maximum potential amount of Returning Shares (as hereinafter defined) (together with the Unallocated Shares, the “Rollover Shares”) that may be “rolled over” to the 2015 Plan for issuance thereunder. The Returning Shares are Ordinary Shares subject to outstanding awards granted under the 2006 Plan that, from and after the effective date of the 2015 Plan, (i) expire or otherwise terminate without all of the Ordinary Shares covered by such awards having been issued or (ii) are forfeited back to the Registrant because of the failure to meet a contingency or condition required for the vesting of such awards.
|
|
(2)
|
Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers any additional securities that may be offered or issued pursuant to the anti-dilution adjustment provisions of the 2015 Plan.
|
|
(3)
|
The Rollover Shares were previously registered on the Registration Statement on Form S-8 (File No. 333-203284) (the “Registration Statement”) that was filed on April 13, 2015. Therefore, no filing fee with respect to those shares is required pursuant to Instruction E to the General Instructions to Form S-8. This Post-Effective Amendment No. 1 to the Registration Statement is filed here to reallocate the Rollover Shares previously registered under the Registration Statement for offer or sale under the 2006 Plan, such that they may be offered or sold under the 2015 Plan and to carry over the registration fees paid for the Rollover Shares from the Registration Statement.
|
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement Form S-8 (File No. 333-203284) that was filed on April 13, 2015 (the “Registration Statement”) covers up to 3,714,632 Ordinary Shares that were previously registered under the Registration Statement for offer or sale under the 2006 Plan and which may be offered or sold under the 2015 Plan, as further explained above.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
|
ITEM 1.
|
PLAN INFORMATION*
|
|
ITEM 2.
|
REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
|
* Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act and the Note to Part I of Form S-8. The documents containing information specified in this Part I will be separately provided to the participants in the 2015 Plan covered by this Registration Statement, as specified by Rule 428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
|
ITEM 3.
|
INCORPORATION OF DOCUMENTS BY REFERENCE
|
The following documents filed with the Securities and Exchange Commission (the “Commission”) by Check-Cap Ltd. (the “Registrant”) are incorporated herein by reference.
(1) The Registrant’s Annual Report on Form 20-F for the year ended December 31, 2014 filed on April 29, 2015;
(2) The Registrant’s Report of Foreign Private Issuer on Form 6-K filed on April 29, 2015;
(3) The Registrant’s Report of Foreign Private Issuer on Form 6-K filed on May 19, 2015;
(4) The Registrant’s Report of Foreign Private Issuer on Form 6-K filed on June 4, 2015;
(5) The Registrant’s Report of Foreign Private Issuer on Form 6-K filed on June 10, 2015;
(6) The Registrant’s Report of Foreign Private Issuer on Form 6-K filed on July 6, 2015;
(7) The Registrant’s Report of Foreign Private Issuer on Form 6-K filed on July 21, 2015;
(8) The Registrant’s Report of Foreign Private Issuer on Form 6-K filed on July 21, 2015;
(9) The Registrant’s Report of Foreign Private Issuer on Form 6-K filed on August 13, 2015;
(10) The Registrant’s Report of Foreign Private Issuer on Form 6-K filed on September 9, 2015; and
(11) The description of the Registrant’s ordinary shares contained in the Registrant’s registration statement on Form 8-A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) filed on February 11, 2015, as modified by any amendment or report filed for the purpose of updating such description (Exchange Act File No. 001-36848).
All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, and all Reports of Foreign Private Issuer on Form 6-K furnished to the Commission subsequent to the date hereof, to the extent that such Reports indicate that information therein is incorporated by reference into this Registration Statement, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold, or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
|
ITEM 4.
|
DESCRIPTION OF SECURITIES
|
Not applicable.
|
ITEM 5.
|
INTEREST OF NAMED EXPERTS AND COUNSEL
|
Not applicable.
|
ITEM 6.
|
INDEMNIFICATION OF DIRECTORS AND OFFICERS
|
Under the Israeli Companies Law, 1999 (the “Israeli Companies Law”) a company may not exculpate an office holder from liability for a breach of the duty of loyalty. An Israeli company may exculpate an office holder in advance from liability to the company, in whole or in part, for damages caused to the company as a result of a breach of duty of care, but only if a provision authorizing such exculpation is included in its articles of association. The Registrant’s articles of association include such a provision to the fullest extent permitted by law. The Registrant may not exculpate in advance a director from liability arising out of a prohibited dividend or other distribution to shareholders.
Under the Israeli Companies Law and the Israeli Securities Law, 1968 (the “Israeli Securities Law”) a company may indemnify an office holder in respect of the following liabilities and expenses incurred for acts performed by him or her as an office holder, either pursuant to an undertaking made in advance of any such event or following an event, provided its articles of association include a provision authorizing such indemnification:
|
|
•
|
a financial liability imposed on him or her in favor of another person pursuant to a judgment, including a settlement or arbitrator’s award approved by a court. However, if an undertaking to indemnify an office holder with respect to such liability is provided in advance, then such an undertaking must be limited to events which, in the opinion of the board of directors, can be foreseen based on the company’s activities when the undertaking to indemnify is given, and to an amount or according to criteria determined by the board of directors as reasonable under the circumstances, and such undertaking shall detail the abovementioned foreseen events and amount or criteria;
|
|
|
•
|
reasonable litigation expenses, including attorneys’ fees, incurred by the office holder (1) as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such investigation or proceeding, provided that (i) no indictment was filed against such office holder as a result of such investigation or proceeding; and (ii) no financial liability was imposed upon him or her as a substitute for the criminal proceeding as a result of such investigation or proceeding or, if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent; and (2) in connection with a monetary sanction;
|
|
|
•
|
reasonable litigation expenses, including attorneys’ fees, incurred by the office holder or imposed by a court in proceedings instituted against him or her by the company, on its behalf, or by a third party, or in connection with criminal proceedings in which the office holder was acquitted, or as a result of a conviction for an offense that does not require proof of criminal intent; and
|
|
|
•
|
expenses, including reasonable litigation expenses and legal fees, incurred by an office holder in relation to an administrative proceeding instituted against such office holder, or certain compensation payments made to an injured party imposed on an office holder by an administrative proceeding, pursuant to certain provisions of the Israeli Securities Law.
|
Under the Israeli Companies Law and the Israeli Securities Law, a company may insure an office holder against the following liabilities incurred for acts performed by him or her as an office holder if and to the extent provided in the company’s articles of association:
|
|
•
|
a breach of the duty of loyalty to the company, provided that the office holder acted in good faith and had a reasonable basis to believe that the act would not harm the company;
|
|
|
•
|
a breach of the duty of care to the company or to a third party, to the extent such a breach arises out of the negligent conduct of the office holder;
|
|
|
•
|
a financial liability imposed on the office holder in favor of a third party; and
|
|
|
•
|
expenses, including reasonable litigation expenses and legal fees, incurred by an office holder in relation to an administrative proceeding instituted against such office holder or certain compensation payments to an injured party imposed on an office holder by an administrative proceeding, pursuant to certain provisions of the Securities Law.
|
Under the Israeli Companies Law, a company may not indemnify, exculpate or enter into an insurance contract which would provide coverage for office holder liability incurred as a result of any of the following:
|
|
•
|
a breach of the duty of loyalty, except for indemnification and insurance for a breach of the duty of loyalty to the company to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company;
|
|
|
•
|
a breach of the duty of care committed intentionally or recklessly, excluding a breach arising out of the negligent conduct of the office holder;
|
|
|
•
|
an act or omission committed with intent to derive illegal personal benefit; or
|
|
|
•
|
a fine, monetary sanction or forfeit levied against the office holder.
|
Under the Israeli Companies Law, exculpation, indemnification and insurance of office holders in a public company must be approved by the compensation committee and the board of directors and, with respect to the chief executive officer or a director or under certain circumstances, also by the shareholders.
The Registrant’s articles of association permit the Registrant to exculpate, indemnify and insure its office holders to the fullest extent permitted under the Israeli Companies Law and Israeli Securities Law. The Registrant has obtained directors’ and officers’ liability insurance for the benefit of its office holders and intends to continue to maintain such coverage and pay all premiums thereunder to the fullest extent permitted by the Israeli Companies Law.
The Registrant has entered into indemnification and exculpation agreements, the form of which was filed as Exhibit 10.12 to the Registrant’s registration statement on Form F-1, as amended (File No. 333-201250) with each of its current officers and directors exculpating them from a breach of their duty of care to the Registrant to the fullest extent permitted by the Israeli Companies Law and undertaking to indemnify them to the fullest extent permitted by the Israeli Companies Law and the Israeli Securities Law, to the extent that these liabilities are not covered by insurance. This indemnification is limited to events determined as foreseeable by the Registrant’s board of directors based on the Registrant’s activities, as set forth in the indemnification agreements. Under such indemnification agreements, the maximum aggregate amount of indemnification that the Registrant may pay to any and all of its currently serving or future officers and directors together may not exceed the higher of $5 million and 25% of the Registrant’s shareholders equity according to its most recent financial statements at the time of payment.
|
ITEM 7.
|
EXEMPTION FROM REGISTRATION CLAIMED
|
Not applicable.
See the attached Exhibit Index.
|
ITEM 9.
|
REQUIRED UNDERTAKINGS
|
The undersigned Registrant hereby undertakes:
|
|
(1)
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
|
|
|
(i)
|
To include any prospectus required by Section 10(a)(3) of the Securities Act;
|
|
|
(ii)
|
To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and
|
|
|
(iii)
|
To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
|
Provided, however, That:
(A) Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8 (§239.16b of this chapter), and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the registration statement; and
(B) Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 (§239.13 of this chapter), Form SF-3 (§239.45 of this chapter) or Form F-3 (§239.33 of this chapter) and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) (§230.424(b) of this chapter) that is part of the registration statement.
(C) Provided further, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is for an offering of asset-backed securities on Form SF-1 (§239.44 of this chapter) or Form SF-3 (§239.45 of this chapter), and the information required to be included in a post-effective amendment is provided pursuant to Item 1100(c) of Regulation AB (§229.1100(c)).
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) If the registrant is a foreign private issuer, to file a post-effective amendment to the registration statement to include any financial statements required by “Item 8.A. of Form 20-F (17 CFR 249.220f)” at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3 (§239.33 of this chapter), a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act or §210.3-19 of this chapter if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3.
(5) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) If the registrant is relying on Rule 430B (§230.430B of this chapter):
(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) (§230.424(b)(3) of this chapter) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) (§230.424(b)(2), (b)(5), or (b)(7) of this chapter) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) (§230.415(a)(1)(i), (vii), or (x) of this chapter) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or
(ii) If the registrant is subject to Rule 430C (§230.430C of this chapter), each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(iii) If the registrant is relying on §230.430D of this chapter:
(A) Each prospectus filed by the registrant pursuant to §230.424(b)(3) and (h) of this chapter shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(B) Each prospectus required to be filed pursuant to §230.424(b)(2), (b)(5), or (b)(7) of this chapter as part of a registration statement in reliance on §230.430D of this chapter relating to an offering made pursuant to §230.415(a)(1)(vii) or (a)(1)(xii) of this chapter for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 (15 U.S.C. 77j(a)) shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in §230.430D of this chapter, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or
(6) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:
The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§230.424 of this chapter);
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(7) If the registrant is relying on §230.430D of this chapter, with respect to any offering of securities registered on Form SF-3 (§239.45 of this chapter), to file the information previously omitted from the prospectus filed as part of an effective registration statement in accordance with §§230.424(h) and 230.430D of this chapter.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Mount Carmel, Israel, on October 13, 2015.
| |
CHECK-CAP LTD.
|
|
| |
|
|
|
| |
By:
|
/s/ William Densel |
|
| |
|
Name: William Densel |
|
| |
|
Title: Chief Executive Officer |
|
| |
|
|
|
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on October 13, 2015.
|
|
|
|
| |
|
|
|
|
Chief Executive Officer, Director
(principal executive officer)
|
| William Densel |
|
|
|
|
Chief Financial Officer
(principal financial and accounting officer)
|
|
Lior Torem
|
|
|
|
|
Chairman of the Board of Directors
|
|
Tomer Kariv
|
|
|
|
|
Director
|
|
Walter L. Robb
|
|
|
|
|
Director
|
|
Yoav Kimchy
|
|
|
|
|
Director
|
|
Richard Stone
|
|
|
|
|
Director
|
|
Alon Dumanis
|
|
|
|
|
Director
|
|
Steven Hanley
/s/ XianQian (XQ) Lin
|
|
Director
|
|
XianQian (XQ) Lin
|
|
|
| |
|
|
|
/s/ Yuval Yanai
|
|
External Director |
|
Yuval Yanai
|
|
|
| |
|
|
|
/s/ Mary Jo Gorman
|
|
External Director |
|
Mary Jo Gorman
|
|
|
| |
|
|
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Check-Cap Ltd., has signed this registration statement or amendment thereto in Newark, Delaware, United States of America on October 13, 2015.
|
|
By:
|
/s/ Donald Puglisi |
|
| |
|
Name: Donald Puglisi
|
|
| |
|
Title: Managing Director Puglisi & Associates
|
|
| |
|
|
|
EXHIBIT INDEX
|
|
|
|
|
4.1
|
|
Amended and Restated Articles of Association of the Registrant (incorporated herein by reference to Exhibit 3.2 to the Registrant’s registration statement on Form F-1, as amended, filed on January 16, 2015) (Securities Act File No. 333-201250)
|
|
4.2
|
|
Registrant’s Specimen Certificate for Ordinary Shares (incorporated herein by reference to Exhibit 4.1 to the registration statement on Form F-1, as amended, filed on February 12, 2015) (Securities Act File No. 333-201250)
|
|
5.1**
|
|
Opinion of Fischer Behar Chen Well Orion & Co counsel to the Registrant, regarding the legality of the securities being registered
|
|
23.1**
|
|
Consent of Brightman Almagor Zohar & Co
|
|
23.2**
|
|
Consent of Fischer Behar Chen Well Orion & Co (included in Exhibit 5.1)
|
|
24.1*
|
|
Power of Attorney
|
|
99.1
|
|
Check-Cap LLC 2006 Unit Option Plan and Amendments thereto (incorporated herein by reference to Exhibit 10.1 to the Registrant’s registration statement on Form F-1 filed on December 23, 2014) (Securities Act File No. 333-201250)
|
|
99.2
|
|
Check-Cap Ltd. 2015 Equity Incentive Plan and Check-Cap Ltd. 2015 United States Sub-Plan to the 2015 Equity Incentive Plan (incorporated herein by reference to Exhibit 99.3 to the Registrant’s Report of Foreign Private Issuer on Form 6-K filed on July 6, 2015)
|
13