Edgar Filing: Check-Cap Ltd

As filed with the Securities and Exchange Commission on May 1, 2018

Registration No. 333-224139

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT No. 3 to

FORM F-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

CHECK-CAP LTD.

(Exact name of Registrant as specified in its charter)

Israel

(State or other jurisdiction of
incorporation or organization)

3844

(Primary Standard Industrial
Classification Code Number)

Not Applicable

(I.R.S. Employer
Identification Number)

Check-Cap Building
29 Abba Hushi Avenue
P.O. Box 1271
Isfiya, 3009000, Israel
+972-4-8303400

(Address, including zip code, and telephone number,
including area code, of Registrant’s principal executive offices)

Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
302-738-6680

(Name, address, including zip code, 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

Rick A. Werner, Esq.

Haynes and Boone, LLP

30 Rockefeller Plaza, 26th Floor

New York, New York 10112

(212) 659-7300 Telephone

(212) 884-8234 Facsimile

Zvi Gabbay, Adv.

Barnea Jaffa Lande & Co.

Electra City Tower

HaRakevet St. 58

Tel Aviv 6777016, Israel

+972 3 640 0600 Telephone

+972 3 6400650 Facsimile

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, or the Securities Act, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act .☒

__________________________

Calculation of Registration Fee

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price^(1)(2)(3)		Amount of Registration Fee ⁽⁵⁾
Units, each Unit consisting of one Ordinary Share, par value NIS 2.40 per share and one Series C Warrant to purchase one Ordinary Share⁽³⁾	$	17,250,000	$	2,147.63
(i) Ordinary Shares included in the Units ⁽⁴⁾		Included with the Units above		—
(ii) Series C Warrants included in the Units ⁽⁴⁾		Included with the Units above		—
Pre-funded Units, each Pre-funded Unit consisting of one Pre-funded Warrant to purchase one Ordinary Share and one Series C Warrant to purchase one Ordinary Share ⁽³⁾		Included with the Units above		—
(i) Pre-funded Warrants included in the Pre-funded Units ⁽⁴⁾		Included with the Units above		—
(ii) Series C Warrants included in the Pre-funded Units ⁽⁴⁾		Included with the Units above		—
Ordinary Shares underlying Pre-funded Warrants included in the Pre-funded Units ⁽³⁾		Included with the Units above		—
Ordinary Shares underlying Series C Warrants included in the Units and the Pre-funded Units	$	17,250,000	$	2,147.63
Total	$	34,500,000	$	4,295.25	⁽⁶⁾

(1)

Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended. Includes the aggregate offering price of additional Ordinary Shares and Series C Warrants to purchase Ordinary Shares that the underwriter has the right to purchase.

(2)

In accordance with Rule 416(a) under the Securities Act of 1933, as amended, the Registrant is also registering hereunder an indeterminate number of additional Ordinary Shares that shall be issuable pursuant to Rule 416 to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(3)

The proposed maximum aggregate offering price of the Units proposed to be sold in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any Pre-funded Units offered and sold in the offering, and the proposed maximum aggregate offering price of the Pre-funded Units to be sold in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any Units sold in the offering. Accordingly, the proposed maximum aggregate offering price of the Units and Pre-funded Units (including the Ordinary Shares issuable upon exercise of the Pre-funded Warrants included in the Pre-funded Units), if any, is $17,250,000.

(4)

No additional registration fee is payable pursuant to Rule 457(i) under the Securities Act of 1933, as amended.

(5)

No additional registration fee is payable pursuant to Rule 457(g) under the Securities Act of 1933, as amended.

(6) Previously paid.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall hereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Commission acting pursuant to said section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

Subject to completion, dated May 1, 2018

CHECK-CAP LTD.

Up to 2,500,000 Units (each Unit contains One Ordinary Share and one Series C Warrant to purchase One Ordinary Share)

and

Up to 2,500,000 Pre-funded Units (each Pre-funded Unit contains One Pre-funded Warrant to

purchase One Ordinary Share and one Series C Warrant to purchase One Ordinary Share)

Ordinary Shares Underlying the Pre-funded Warrants and

Ordinary Shares Underlying the Series C Warrants

We are offering up to 2,500,000 units (each unit consisting of one ordinary share and one Series C Warrant to purchase one ordinary share) pursuant to this prospectus. Each Series C Warrant contained in a unit entitles the holder to purchase one ordinary share at an exercise price of $ per share. The Series C Warrants contained in the units will be exercisable immediately and will expire five years from the date of issuance. We are also offering the ordinary shares that are issuable from time to time upon exercise of the Series C Warrants contained in the units.

We are also offering to each purchaser whose purchase of units in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% of our outstanding ordinary shares immediately following the consummation of this offering, the opportunity to purchase, if the purchaser so chooses, pre-funded units (each pre-funded unit consisting of one pre-funded warrant to purchase one ordinary share and one Series C Warrant to purchase one ordinary share) in lieu of units that would otherwise result in the purchaser's beneficial ownership exceeding 4.99% of our outstanding ordinary shares (or at the election of the purchaser, 9.99%). Each pre-funded warrant contained in a pre-funded unit will be exercisable for one ordinary share. The purchase price of each pre-funded unit will equal the price per unit being sold to the public in this offering, minus $0.01, and the exercise price of each pre-funded warrant included in the pre-funded unit will be $0.01 per share. The pre-funded warrants will be immediately exercisable and may be exercised at any time until all of the pre-funded warrants are exercised in full. This offering also relates to the ordinary shares issuable upon exercise of any pre-funded warrants contained in the pre-funded units sold in this offering. The Series C Warrants contained in the pre-funded units will have identical terms as the Series C Warrants contained in the units. We are also offering the ordinary shares that are issuable from time to time upon exercise of the Series C Warrants contained in the pre-funded units.

For each pre-funded unit we sell, the number of units we are offering will be decreased on a one-for-one basis. Units and the pre-funded units will not be issued or certificated. The ordinary shares or pre-funded warrants, as the case may be, and the Series C Warrants can only be purchased together in this offering but the securities contained in the units or pre-funded units will be issued separately.

Our ordinary shares are listed on the Nasdaq Capital Market under the symbol “CHEK.” The last reported sale price of our ordinary shares on May 1, 2018 was $13.44 per share. We have assumed a public offering price of $6.00 per unit and $5.99 per pre-funded warrant. The public offering price per unit or pre-funded unit, as the case may be, will be determined between us, the underwriter and investors based on market conditions at the time of pricing, and may be at a discount to the current market price of our ordinary shares. We have applied to list the Series C Warrants on the Nasdaq Capital Market under the symbol “CHECK”. There can be no assurance that Nasdaq will approve the listing of the Series C Warrants. We do not intend to apply for listing of the pre-funded warrants on any securities exchange or other nationally recognized trading system. There is no established public trading market for the pre-funded warrants, and we do not expect a market to develop. Without an active trading market, the liquidity of the pre-funded warrants will be limited.

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings.

Investing in our securities involves a high degree of risk. See the section entitled “Risk Factors” beginning on page 7 of this prospectus and in the documents incorporated by reference into this prospectus for a discussion of risks that should be considered in connection with an investment in our securities

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Per Unit

Per Pre-funded Unit

Total

Public offering price

Underwriting discounts and commissions (8%) (1)

Proceeds, before expenses, to us

(1)

We have also agreed to pay the underwriter a management fee equal to 1.0% of the gross proceeds raised in this offering, a non-accountable expense allowance of $30,000 and reimbursement for legal fees and expenses in the amount of up to $120,000. For a description of the additional compensation to be received by the underwriter see “Underwriting.”

The offering is being underwritten on a firm commitment basis. The underwriter has an option exercisable within 30 days from the date of this prospectus to purchase up to 375,000 additional ordinary shares and/or Series C Warrants to purchase up to an additional 375,000 ordinary shares from us at the public offering price, less the underwriting discounts and commissions. If the underwriter exercises this option in full, the total underwriting discounts and commissions payable by us will be $ , and the total proceeds to us, before expenses, will be $ , excluding potential proceeds from the exercise of the Series C Warrants included in such option.

Delivery of the securities offered hereby is expected to be made on or about , 2018.

Sole Book-Running Manager

H.C. Wainwright & Co.

The date of this prospectus is , 2018

TABLE OF CONTENTS

The registration statement we filed with the Securities and Exchange Commission (the “SEC”) includes exhibits that provide more detail of the matters discussed in this prospectus. You should read this prospectus, the related exhibits filed with the SEC, and the documents incorporated by reference herein before making your investment decision. You should rely only on the information provided in this prospectus and the documents incorporated by reference herein or any amendment thereto. In addition, this prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the heading “Where You Can Find More Information.” Information contained in later-dated documents incorporated by reference will automatically supplement, modify or supersede, as applicable, the information contained in this prospectus or in earlier-dated documents incorporated by reference.

We have not, and the underwriter has not, authorized anyone to provide any information or to make any representations other than those contained in this prospectus, the documents incorporated by reference herein or in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus, the documents incorporated by reference herein or in any applicable free writing prospectus is current only as of its date, regardless of its time of delivery or any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since that date.

For investors outside the United States: We have not, and the underwriter has not, done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities and the distribution of this prospectus outside the United States.

We obtained statistical data, market data and other industry data and forecasts used or incorporated by reference in this prospectus from market research, publicly available information and industry publications. While we believe that the statistical data, industry data and forecasts and market research are reliable, we have not independently verified the data.

PROSPECTUS SUMMARY

This summary highlights information contained in other parts of this prospectus or incorporated by reference into this prospectus from our filings with the Securities and Exchange Commission, or SEC, listed in the section of the prospectus entitled “Incorporation of Certain Information by Reference.” Because it is only a summary, it does not contain all of the information that you should consider before purchasing our securities in this offering and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere or incorporated by reference into this prospectus. You should read the entire prospectus, the registration statement of which this prospectus is a part, and the information incorporated by reference herein in their entirety, including the “Risk Factors” and our financial statements and the related notes incorporated by reference into this prospectus, before making an investment decision. Some of the statements in this prospectus and the documents incorporated by reference herein constitute forward-looking statements that involve risks and uncertainties. See information set forth under the section “Cautionary Note Regarding Forward-Looking Statements.”

Unless otherwise indicated, all information in this prospectus assumes no exercise of the underwriter’s option to purchase additional ordinary shares and/or Series C Warrants. All information reflects a one-for- twelve reverse share split of our ordinary shares, which occurred on April 4, 2018.

Unless otherwise stated in this prospectus,

references to “Check-Cap,” the “Company,” “we,” “us” or “our” refer to Check-Cap Ltd., an Israeli company, together with Check-Cap US, Inc., its U.S. subsidiary;

references to “dollars,” “US$” or “$” refer to the legal currency of the United States; and

the term “NIS” refers to New Israeli Shekels, the lawful currency of the State of Israel.

Our Company

We are a clinical-stage medical diagnostics company developing C-Scan®, which we believe is the first capsule-based system for preparation-free colorectal cancer screening.

Utilizing innovative ultra-low dose X-ray and wireless communication technologies, the capsule generates information on the contours of the inside of the colon as it passes naturally. This information is used to create a 3D map of the colon, which allows physicians to look for polyps and other abnormalities. Designed to improve the patient experience and increase the willingness of individuals to participate in recommended colorectal cancer screening, we believe that C-Scan® removes many frequently-cited barriers, such as laxative bowel preparation, invasiveness and sedation. The C-Scan® system is currently not cleared for marketing in any jurisdiction.

On January 9, 2018, we obtained the CE Mark approval of our C-Scan® System, which is required for a product to be marketed in the European Union. However, we will need to obtain applicable regulatory approvals or clearances to market our products in each country within the European Union.

In the fourth quarter of 2017, we initiated a clinical study for the purpose of introducing C-Scan system Version 3 (formerly referred to as the Advanced C-Scan system), which incorporates the latest algorithms and system optimization and tailors scanning of the colon to the patient’s natural colonic movements to maximize the amount of the colon that is tracked and imaged. Based on the study’s evaluable results, the C-Scan system Version 3 demonstrated improvement in average colon imaging coverage compared with the C-Scan version used in the multi-center clinical study that supported the CE Mark approval received in January 2018. During the first quarter of 2018, we initiated an EU post approval study using our C-Scan system Version 3, for the purpose of collecting additional evidence of clinical effectiveness and clinical utility to support market adoption.

Since our formation, we have not generated any revenue. We do not anticipate generating any revenue for the foreseeable future and we do not yet have any specific launch dates for our product candidate. We incurred net losses of approximately $12.3 million in 2015, $8.8 million in 2016 and $9.8 million in 2017. As of December 31, 2017, we had an accumulated deficit of approximately $52.7 million and a total shareholders’ equity of approximately $5.9 million.

Recent Developments

Approval and Implementation of Reverse Share Split

On January 18, 2018, we received a notification from Nasdaq stating that based upon the closing bid price of our ordinary shares for the last 30 consecutive business days, we no longer met the requirement to maintain a minimum closing bid price of $1.00 per share, as set forth in Nasdaq Listing Rule 5550(a)(2), required for continued listing. In accordance with the Nasdaq Listing Rules, we have been provided a compliance period of 180 calendar days, or until July 17, 2018, to regain compliance. To regain compliance, at any time during such 180 day period, our ordinary shares must have a closing bid price of at least $1.00 for a minimum of ten consecutive business days.

On April 2, 2018, our shareholders approved a reverse share split of our ordinary shares within a range of 1:8 to 1:12, the exact ratio to be determined by further action of our board of directors, to be effective on a date to be determined by our board of directors and announced by us, and to amend our Articles of Association accordingly.

On April 2, 2018, our board of directors approved a reverse share split of our ordinary shares at a ratio of 1-for-12, effective as of April 4, 2018. Immediately prior to the reverse share split, there were 19,292,477 ordinary shares outstanding. After the reverse share split, there were approximately 1,609,133 ordinary shares outstanding. All share numbers in this prospectus, including the number of shares issuable upon the exercise of outstanding options and warrants and reserved under the incentive plans and the exercise price of the outstanding options and warrants, are reflected on a post- reverse share split basis. All fractional shares resulting from the implementation of the reverse share split were rounded up to the next whole share. On April 18, 2018, Nasdaq provided us confirmation that for the last 10 consecutive business days, from April 4 to April 17, 2018, the closing bid price of our ordinary shares has been at $1.00 per share or greater and accordingly, we have regained compliance with Listing Rule 5550(a)(2) and the matter is closed.

There can be no assurance that our ordinary shares will maintain a high enough per share trading price to maintain Nasdaq listing in the future. The market price of our ordinary shares will also be based on our performance and other factors, some of which are unrelated to the number of shares outstanding. These factors include the status of the market for our ordinary shares at the time, our reported results of operations in future periods, and general economic, market and industry conditions.

Increase of Authorized and Registered Share Capital and Amendment to Articles of Association

At a meeting of our shareholders held on April 2, 2018, our shareholders approved an increase of our authorized and registered share capital by NIS 12,500,000 and to amend our articles of association accordingly. Following such increase, which became effective as of April 4, 2018, our authorized and registered share capital is NIS 24,000,000.

Appointment of New Chief Executive Officer

On February 26, 2018, Alex Ovadia was appointed as our Chief Executive Officer. Mr. Ovadia succeeded William (Bill) Densel, our former Chief Executive Officer.

Risks Associated with Our Business and this Offering

An investment in our securities involves a high degree of risk. Prior to making a decision about investing in our securities, you should carefully consider the risks described in the section entitled “Risk Factors” in this prospectus and in the documents incorporated by reference herein, as well as any updates thereto contained in subsequent filings with the SEC or any free writing prospectus. If any of these risks were to occur, our business, financial condition or results of operations would likely suffer. In that event, the value of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties we describe are not the only ones facing us. Additional risks not presently known to us or that we currently deem immaterial may also impair our business, financial condition or results of operations.

Emerging Growth Company under the JOBS Act

As a company with less than $1.07 billion in revenues during our last fiscal year, we qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As an emerging growth company, we have elected to take advantage of reduced reporting requirements and are relieved of certain other significant requirements that are otherwise generally applicable to public companies. As an emerging growth company:

we may present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations;

we are exempt from the requirement to obtain an attestation and report from our auditors on whether we maintained effective internal control over financial reporting under the Sarbanes-Oxley Act;

we are permitted to provide less extensive disclosure about our executive compensation arrangements;

we are permitted to utilize the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, for complying with new or revised accounting standards available to private companies;

we are not required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation; and

we are not required to give our shareholders non-binding advisory votes on executive compensation or golden parachute arrangements.

We may take advantage of any or all of these provisions until December 31, 2020 (the last day of the fiscal year following the fifth anniversary of our initial public offering) if we continue to be an emerging growth company. We would cease to be an emerging growth company if we have $1.07 billion or more in annual gross revenues, have $700 million or more in aggregate worldwide market value of our shares held by non-affiliates as of any June 30 or issue more than $1.0 billion of non-convertible debt over a three-year period.

Going Concern

Our auditors have included a “going concern” explanatory paragraph in their report on our consolidated financial statements for the fiscal year ended December 31, 2017, expressing substantial doubt that we can continue as an ongoing business for the next twelve months. Our consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty. If we cannot secure the financing needed to continue as a viable business, our shareholders may lose some or all of their investment in us.

Israeli Innovation Authority

We have received grants from the Government of the State of Israel through the Israel Innovation Authority of the Israeli Ministry of Economy and Industry (the “IIA”) (formerly the Office of the Chief Scientist of the Israeli Ministry of Economy) for the financing of a portion of our research and development expenditures pursuant to the Encouragement of Research, Development and Technological Innovation in the Industry Law 5744-1984 (formerly known as the Encouragement of Industrial Research and Development Law 5744-1984) (the “Research Law”) and related regulations and guidelines. As of December 31, 2017, we had received funding from the IIA in the aggregate amount of $5.3 million. As of December 31, 2017, we had not paid any royalties to the IIA and had a contingent obligation to the IIA in the amount of $5.6 million. For a description of our obligations in connection with the grants from the IIA under the Research Law, see Item 10E “Additional Information—Taxation—Israeli Tax Considerations and Government Programs—The Encouragement of Research, Development and Technological Innovation in the Industry Law 5744-1984 (formerly the Encouragement of Industrial Research and Development Law, 5744-1984)” in our Annual Report on Form 20-F for the fiscal year ended December 31, 2017 which is incorporated herein by reference.

Corporate Information

We are incorporated in Israel. Our principal executive offices at located at Check-Cap Building, 29 Abba Hushi Avenue, P.O. Box 1271, Isfiya, 3009000, Israel. Our telephone number is +972-4-8303400 and our website is located at www.check-cap.com (the information contained therein or linked thereto shall not be considered incorporated by reference in this prospectus). Our U.S. agent is Puglisi & Associates, located at 850 Library Avenue, Suite 204, Newark, Delaware 19711.

The Offering

Issuer	Check-Cap Ltd.

Units offered by us	2,500,000 units, each consisting of one ordinary share and one Series C Warrant to purchase one ordinary share

Pre-funded units offered by us in this offering	We are also offering to each purchaser whose purchase of units in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% of our outstanding ordinary shares immediately following the consummation of this offering, the opportunity to purchase, if the purchaser so chooses, pre-funded units (each pre-funded unit consisting of one pre-funded warrant to purchase one ordinary share and one Series C Warrant to purchase one ordinary share) in lieu of units that would otherwise result in the purchaser's beneficial ownership exceeding 4.99% of our outstanding ordinary shares (or, at the election of the purchaser, 9.99%). The purchase price of each pre-funded unit will equal the public offering price at which the units are being sold to the public in this offering, minus $0.01, and the exercise price of each pre-funded warrant included in each pre-funded unit will be $0.01 per share. This offering also relates to the ordinary shares issuable upon exercise of any pre-funded warrants sold in this offering. For each pre-funded unit we sell, the number of units we are offering will be decreased on a one-for-one basis. Because we will issue a Series C Warrant as part of each unit or pre-funded unit, the number of Series C Warrants sold in this offering will not change as a result of a change in the mix of the units and pre-funded units sold.

Series C Warrants offered by us in the offering	Series C Warrants to purchase an aggregate of 2,500,000 ordinary shares. Each unit and each pre-funded unit includes one Series C Warrant to purchase one ordinary share. Each Series C Warrant entitles the holder to purchase one ordinary share at an exercise price of $ per share, will be immediately exercisable and will expire on the 5^th anniversary of the original issuance date. This prospectus also relates to the offering of the ordinary shares issuable upon exercise of the Series C Warrants.


Option to purchase additional securities	The underwriter has an option to purchase up to 375,000 additional ordinary shares and/or Series C Warrants to purchase up to an additional 375,000 ordinary shares, at the public offering price less underwriting discounts and commissions. The underwriter may exercise this option at any time and from time to time within 30 days from the date of this prospectus

Ordinary shares outstanding immediately prior to the offering	1,622,709 shares

Ordinary shares to be outstanding immediately after the offering ⁽¹⁾	4,122,709 ordinary shares, assuming no sale of pre-funded units (or 4,497,709 ordinary shares if the underwriter exercises in full its option to purchase additional securities, assuming no sale of pre-funded units).

Use of Proceeds	We estimate that the net proceeds from this offering will be approximately $13.2 million (assuming no sale of any pre-funded units), before taking into account the proceeds to be received from any future exercise of Series C Warrants issued to investors in this offering and after deducting underwriting discounts and commissions and offering expenses payable by us. If the underwriter exercises its option to purchase additional securities in full, we estimate that the net proceeds from this offering will be approximately $15.3 million (assuming no sale of any pre-funded units), before taking into account the proceeds to be received from any future exercise of Series C Warrants issued to investors in this offering and after deducting underwriting discounts and commissions and offering expenses payable by us. We currently expect to use the net proceeds from this offering as follows: · approximately $2.8 million on research and development to advance the ongoing development of our C-Scan® system; · approximately $2.0 million on clinical trials in Europe and the United States; · approximately $1.2 million to build our manufacturing capabilities; and · the balance, if any, for other general corporate purposes. See “Use of Proceeds” beginning on page 13 of this prospectus.

Dividend Policy	We have never declared or paid dividends on our ordinary shares and currently do not anticipate declaring or paying any cash dividends on our ordinary shares following this offering

Transfer Agent and the Registrar	American Stock Transfer & Trust Company

Risk Factors	Investment in our securities involves a high degree of risk. See “Risk Factors” on page 7 of this prospectus and under similar sections in the documents we incorporate by reference into this prospectus for a discussion of factors you should consider carefully before making an investment decision.

Nasdaq Capital Market Symbol	Our ordinary shares are listed on the Nasdaq Capital Market under the symbol “CHEK.” There is no established trading market for the Series C Warrants or the pre-funded warrants, and we do not expect a trading market to develop. We have applied to list the Series C Warrants on the Nasdaq Capital Market under the symbol “CHECK.” There can, however, be no assurance that such listing will be approved. We will not list the pre-funded warrants on any securities exchange or other trading market. Without a trading market, the liquidity of the pre-funded warrants and the Series C Warrants will be extremely limited.

(1)

The number of ordinary shares to be outstanding immediately prior to and after this offering is based on 1,622,709 ordinary shares outstanding as of April 30, 2018, and excludes:

853,704 ordinary shares issuable upon the exercise of outstanding warrants, with a weighted average exercise price of $63.75 per ordinary share;

158,684 ordinary shares issuable upon the exercise of outstanding options, with a weighted average exercise price of $45.03 per ordinary share, granted under our option and equity incentive plans;

29,326 restricted stock units issued to employees, consultants and directors;

118,249 ordinary shares that are available for future option grants under our 2015 Equity Incentive Plan and 2015 US Sub-Plan to the 2015 Equity Incentive Plan (the “2015 Plan”);

•

2,500,000 ordinary shares issuable upon exercise of the pre-funded warrants offered hereby at an exercise price of $0.01 per share; and

•

2,500,000 ordinary shares issuable upon exercise of the Series C Warrants offered hereby at an exercise price of $ per share.

Except as otherwise indicated, information in this prospectus reflects or assumes:

a one-for-12 reverse share split of our ordinary shares, which occurred on April 4, 2018; and

that the underwriter does not exercise its option to purchase additional ordinary shares and/or Series C Warrants to purchase ordinary shares.

RISK FACTORS

Before deciding to invest in our securities, you should consider carefully the discussion of risks and uncertainties affecting us and our securities contained in our Annual Report on Form 20-F for the fiscal year ended December 31, 2017 (the “2017 Annual Report”) and the other information contained or incorporated by reference in this prospectus. As a result of these risks and uncertainties, our business, financial condition and results of operations could be materially and adversely affected, and the value of our securities could decline. The risks and uncertainties we discuss in the documents incorporated by reference are those that we currently believe may materially affect our company. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may materially and adversely affect our business, financial condition and results of operations. Please also consider the following additional risks specifically pertaining to the offering.

Risks Relating to This Offering and our Securities Sold in the Offering

Our ordinary shares could be delisted from the Nasdaq Capital Market.

Nasdaq has established certain standards for the continued listing of a security on the Nasdaq Capital Market. The standards for continued listing include, among others, that the minimum bid price for the listed securities be at least $1.00 per share. Under these rules, an issuer is not in compliance with the requirement if the listed security fails to maintain a minimum bid price of $1.00 per share for a continuous period of 30 business days. On January 18, 2018, we received a notification from Nasdaq stating that the bid price for our ordinary shares had closed below the minimum $1.00 per share for 30 consecutive business days, and therefore, we are not in compliance with the Nasdaq rules for continued listing. In accordance with the Nasdaq Listing Rules, we were provided a compliance period of 180 calendar days, or until July 17, 2018, to regain compliance. To regain compliance, at any time during such 180 day period, our ordinary shares must have a closing bid price of at least $1.00 for a minimum of ten consecutive business days.

On April 4, 2018, we effected a reverse share split of our ordinary shares at a ratio of 1-for-12. One of the primary intents for the reverse share split was that the anticipated increase in the price of our ordinary shares immediately following and resulting from a reverse share split due to the reduction in the number of issued and outstanding ordinary shares would help us meet the closing bid price criteria for continued listing under the Nasdaq Listing Rules. On April 18, 2018, Nasdaq provided us confirmation that for the last 10 consecutive business days, from April 4 to April 17, 2018, the closing bid price of our ordinary shares has been at $1.00 per share or greater and accordingly, we have regained compliance with Listing Rule 5550(a)(2) and the matter is closed.

If we are delisted from Nasdaq, our ordinary shares may be eligible for trading on an over-the-counter market in the United States. In the event that we are not able to obtain a listing on another U.S. stock exchange or quotation service for our ordinary shares, it may be extremely difficult or impossible for shareholders to sell their ordinary shares in the United States. Moreover, if we are delisted from Nasdaq, but obtain a substitute listing for our ordinary shares in the United States, it will likely be on a market with less liquidity, and therefore experience potentially more price volatility than experienced on Nasdaq. Shareholders may not be able to sell their ordinary shares on any such substitute U.S. market in the quantities, at the times, or at the prices that could potentially be available on a more liquid trading market. As a result of these factors, if our ordinary shares are delisted from Nasdaq, the price of our ordinary shares is likely to decline. A delisting of our ordinary shares from Nasdaq could also adversely affect our ability to obtain financing for our operations and/or result in a loss of confidence by investors, or employees.

Purchasers in this offering will experience immediate and substantial dilution in the book value of their investment.

Because the effective price per ordinary share included in the units or issuable upon exercise of the pre-funded warrants included in the pre-funded units being offered may be higher than the net tangible book value per ordinary share, you will experience dilution to the extent of the difference between the effective public offering price per ordinary share you pay in this offering and the net tangible book value per ordinary share immediately after this offering. Our net tangible book value as of December 31, 2017, was approximately $5.9 million, or $3.68 per ordinary share. Net tangible book value per share is equal to our total tangible assets minus total liabilities, all divided by the number of ordinary shares outstanding. See "Dilution" on page 16 for a more detailed discussion of the dilution you will incur in this offering.

There has been and may continue to be significant volatility in the volume and price of our ordinary shares on the Nasdaq Capital Market , including substantial price fluctuations on heavy volume, which could result in substantial losses for purchasers of our ordinary shares and existing shareholders and expose our company to the risk of litigation.

The market price of our ordinary shares has been and may continue to be highly volatile. During the period from April 4, 2018 through May 1, 2018, for example, our stock has traded in a range with a low of $3.12 and a high of $19.78.

Factors, including timing, progress and results of current and future preclinical studies and clinical trials and our research and development programs; regulatory matters, concerns about our financial position, operations results, litigation, government regulation, developments or disputes relating to agreements, patents or proprietary rights, technological innovations or new products and services by competitors and general economic, political and other external factors, may have a significant impact on the market volume and price of our stock. Unusual trading volume in our shares occurs from time to time.

The stock market in general and the market for biopharmaceutical companies in particular have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. We do not, for example, have any explanation for the volatility in our stock price or the heavy volume of trading (on some days exceeding three times the number of shares currently outstanding) that has occurred in our ordinary shares in April and May of 2018.

In the past, shareholders of pharmaceutical and biotechnology companies have initiated class action lawsuits against such companies following periods of volatility in the market prices of these companies’ stock. Such litigation, if instituted against us, could cause us to incur substantial costs and divert management’s attention and resources from our business.

Future sales of our ordinary shares, or the perception that future sales may occur, may cause the market price of our ordinary shares to decline, even if our business is doing well.

The issuance and sale of additional ordinary shares or securities convertible into or exercisable for ordinary shares could reduce the prevailing market price for our ordinary shares as well as make future sales of equity securities by us less attractive or not feasible. A decline in the price of our ordinary shares might impede our ability to raise capital through the issuance of additional ordinary shares or other equity securities, and may cause you to lose part or all of your investment in our ordinary shares. The sale of ordinary shares issued upon the exercise of our outstanding options and warrants could further dilute the holdings of our then existing shareholders

In connection with this offering, we, our officers and directors have agreed prior to the commencement of this offering, subject to limited exceptions, not to sell or transfer any of our ordinary shares for 90 days after the date of this prospectus without the consent of H.C. Wainwright & Co., LLC. However, H.C. Wainwright & Co., LLC may release these shares from any restrictions at any time. We cannot predict what effect, if any, market sales of shares held by any shareholder or the availability of shares for future sale will have on the market price of our ordinary shares.

Additional financing or future equity issuances may result in future dilution to our shareholders.

We expect that we will need to raise additional funds in the future to complete the development and commercialization of our C-Scan system, to finance internal growth, to make acquisitions or for other reasons. Any required additional financing may not be available on terms acceptable to us, or at all. If we raise additional funds by issuing equity securities, you may experience significant dilution of your ownership interest and the newly issued securities may have rights senior to those of the holders of our ordinary shares. Alternatively, if we raise additional funds by obtaining loans from third parties, the terms of those financing arrangements may include negative covenants or other restrictions on our business that could impair our operational flexibility, and would also require us to fund additional interest expense. If we raise additional funds through collaborations, licensing arrangements or other structured financing transactions, we may relinquish rights to certain of our technologies or products, grant security interests in our assets or grant licenses to third parties on terms that are unfavorable to us. If adequate additional financing is not available when required or is not available on acceptable terms, we may be unable to successfully commercialize our product or continue our research and development.

In addition, to the extent that outstanding stock options or warrants have been or may be exercised or other shares issued, you may experience further dilution.

We have not paid and do not intend to pay dividends on our ordinary shares in the foreseeable future. Any return on investment may be limited to the value of our securities.

We have not paid dividends on our ordinary shares since inception, and do not anticipate paying any dividends on our ordinary shares in the foreseeable future. Our board of directors has discretion to declare and pay dividends on our ordinary shares and will make any determination to do so based on a number of factors, such as our operating results, financial condition, current and anticipated cash needs and other business and economic factors that our board of directors may deem relevant. In addition, we are only permitted to pay dividends out of “profits,” as defined by the Israeli Companies Law, 1999 (the “Israeli Companies Law”), provided that there is no reasonable concern that the dividend distribution will prevent us from meeting our existing and foreseeable obligations, as they become due. We intend to reinvest earnings, if any, in the development and expansion of our business. Accordingly, you will need to rely on sales of your ordinary shares after price appreciation, which may never occur, in order to realize a return on your investment. You should not rely on an investment in us if you require dividend income from your investments.

The trading market for our ordinary shares is not always active, liquid and orderly, which may inhibit the ability of our shareholders to sell ordinary shares.

Prior to our initial public offering in February 2015, there was no public market for our ordinary shares. Since that time, the trading market for our ordinary shares has not always been active, liquid or orderly. The lack of an active market at times may impair your ability to sell your shares at the time you wish to sell them or at a price that you consider reasonable. The lack of an active market may also reduce the fair market value of your shares. An inactive market may also impair our ability to raise capital by selling shares. The decline in the number of outstanding ordinary shares which resulted from the reverse share split effected on April 4, 2018, may also result in a less active or more active trading market for our ordinary shares from time to time.

There is no public market for the Series C Warrants to purchase ordinary shares included in the units and the pre-funded units being offered by us in this offering.

There is no established public trading market for the Series C Warrants included in the units and the pre-funded units being offered in this offering. We have applied to list the Series C Warrants on the Nasdaq Capital Market. However, there can be no assurance that such listing will be approved. An active trading market for the Series C Warrants may not develop following the listing of the Series C Warrants on the Nasdaq Capital Market or, if developed, may not be sustained. Without an active trading market, the liquidity of the Series C Warrants will be limited.

The Series C Warrants are speculative in nature.

The Series C Warrants do not confer any rights of ordinary share ownership on its holders, such as voting rights or the right to receive dividends, but rather merely represent the right to acquire ordinary shares at a fixed price for a limited period of time. Specifically, commencing on the date of issuance, holders of the Series C Warrants may exercise their right to acquire the ordinary shares and pay an exercise price of $ per share, subject to certain adjustments, prior to the 5^th year anniversary of the date of issuance, after which date any unexercised Series C Warrants will expire and have no further value. Moreover, following this offering, the market value of the Series C Warrants, if any, is uncertain and there can be no assurance that the market value of the Series C Warrants will equal or exceed their imputed offering price. There can be no assurance that the market price of the ordinary shares will ever equal or exceed the exercise price of the Series C Warrants, and consequently, whether it will ever be profitable for holders of the Series C Warrants to exercise the Series C Warrants.

There is no public market for the pre-funded warrants included in the pre-funded units offered by us in this offering.

There is no established public trading market for the pre-funded warrants included in the pre-funded units offered by us in this offering, and we do not expect a market to develop. In addition, we do not intend to apply to list the pre-funded warrants on any national securities exchange or other nationally recognized trading system, including Nasdaq Capital Market. Without an active market, the liquidity of the pre-funded warrants will be limited.

Holders of our pre-funded warrants or Series C Warrants will have no rights as shareholders until such holders exercise their pre-funded warrants or Series C Warrants and acquire our ordinary shares.

Until holders of the pre-funded warrants and the Series C Warrants acquire our ordinary shares upon exercise of the pre-funded warrants or the Series C Warrants, holders of the pre-funded warrants or the Series C Warrants will have no rights with respect to the our ordinary shares underlying such warrants. Upon exercise of the pre-funded warrants or the Series C Warrants, the holders thereof will be entitled to exercise the rights of a holder of ordinary shares only as to matters for which the record date occurs after the exercise date.

Our management will have broad discretion over the use of proceeds from this offering and may not obtain a favorable return on the use of these proceeds.

Our management will have broad discretion in determining how to apply the net proceeds from this offering and may spend the proceeds in a manner that our shareholders may not deem desirable. We currently intend to use the net proceeds that we will receive from this offering to finance the continuation of our product development and clinical studies in Europe and the United States. We cannot assure you that these uses or any other use of the net proceeds of this offering will yield favorable returns or results.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated herein by reference contain statements that may be deemed to be “forward-looking statements” within the meaning of the federal securities laws. These statements relate to anticipated future events, future results of operations and/or future financial performance. In some cases, you can identify forward-looking statements by their use of terminology such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “target”, “future,” “intend,” “may,” “ought to,” “plan,” “possible,” “potentially,” “predicts,” “project,” “should,” “will,” “would,” negatives of such terms or other similar terms. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. The forward-looking statements in this prospectus and the documents incorporated herein by reference include, without limitation, statements relating to:

our goals, targets and strategies;

the timing and conduct of the clinical trials for our C-Scan system, including statements regarding the timing, progress and results of current and future preclinical studies and clinical trials, and our research and development programs;

timing or likelihood of regulatory filings, approvals and required licenses for our C-Scan system;

our future business development, results of operations and financial condition;

our ability to adequately protect our intellectual property rights and enforce such rights and to avoid violation of the intellectual property rights of others;

our plans to develop, launch and commercialize our C-Scan system and any future products;

the timing, cost or other aspects of the commercial launch of our C-Scan system;

our estimates regarding expenses, future revenues, capital requirements and our need for additional financing and strategic partnerships;

our estimates regarding the market opportunity, clinical utility, potential advantages, and market acceptance of our C-Scan system;

the impact of government laws and regulations;

our ability to recruit and retain qualified clinical, regulatory and research and development personnel;

the availability of reimbursement or other forms of funding for our products from government and commercial payors;

difficulties in maintaining commercial scale manufacturing capacity and capability and our ability to generate growth;

our failure to comply with regulatory guidelines;

uncertainty in industry demand and patient wellness behavior;

general economic conditions and market conditions in the medical device industry;

future sales of large blocks of our securities, which may adversely impact our share price;

depth of the trading market in our securities; and

our expectations regarding the use of proceeds of this offering.

The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties.

You should not unduly rely on any forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this prospectus, to conform these statements to actual results or to changes in our expectations.

USE OF PROCEEDS

We estimate that we will receive net proceeds from this offering of approximately $13.2 million from the sale of our securities in this offering, based upon an assumed public offering price of $6.00 per unit, assuming the sale of 2,500,000 units and no sale of any pre-funded units in this offering and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. If the underwriter exercises its option to purchase additional ordinary shares and/or Series C Warrants to purchase ordinary shares in full, we estimate the net proceeds from this offering will be approximately $15.3 million from the sale of our securities, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. These estimates exclude the proceeds, if any, from the exercise of Series C Warrants sold in this offering. If all of the Series C Warrants sold in this offering were to be exercised in cash at an assumed exercise price of $ per share, we would receive additional net proceeds of approximately $ . We cannot predict when or if these Series C Warrants will be exercised. It is possible that these Series C Warrants may expire and may never be exercised.

We currently intend to use the net proceeds we receive from this offering as follows:

approximately $2.8 million on research and development to advance the ongoing development of our C-Scan® system;

approximately $2.0 million on clinical trials in Europe and the United States;

approximately $1.2 million to build our manufacturing capabilities; and

the balance, if any, for working capital and other general corporate purposes.

The expected use of net proceeds of this offering represents our current intentions based upon our present plans and business conditions. Investors are cautioned, however, that expenditures may vary substantially from these estimates. Investors will be relying on the judgment of our management, who will have broad discretion regarding the application of the proceeds of this offering. The amounts and timing of our actual expenditures will depend upon numerous factors, including our potential investments in new businesses, the amount of cash generated by our operations, the amount of competition and other operational factors. From time to time, we will evaluate these and other factors to determine if our allocation of resources, including the proceeds of this offering, is being optimized.

Circumstances that may give rise to changes in our use of net proceeds from this offering include:

the timing of clinical studies and eventual U.S. Food and Drug Administration approval of our C-Scan® system;

the need or desire on our part to accelerate, increase or eliminate existing initiatives due to, among other things, changing market conditions and competitive developments; and

the availability of other sources of cash, including cash flow from operations and new bank debt financing arrangements, if any.

Pending any use as described above, we intend to invest the net proceeds to us from this offering in bank deposits, U.S. government securities and Israeli government securities. We cannot predict whether the net proceeds from such investments will produce a favorable return.

A $1.00 increase or decrease in the assumed public offering price of $6.00 per unit, would decrease or increase the number of ordinary shares included in the units and issuable upon the exercise of pre-funded warrants included in the pre-funded units offered in this offering by approximately 357,143 shares or 500,000 shares, respectively.

Similarly, a 100,000 unit or pre-funded unit increase or decrease in the number of units offered by us, as set forth on the cover page of this prospectus, would increase or decrease the net proceeds to us by approximately $546,000 or $546,000, assuming the assumed public offering price of $6.00 per unit and $5.99 per pre-funded unit remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

DIVIDEND POLICY

We have never declared or paid dividends on our ordinary shares and currently do not intend to pay cash dividends on our ordinary shares in the foreseeable future. We currently intend to retain all of our future earnings, if any, to finance the growth and development of our business.

Our ability to distribute dividends also may be limited by future contractual obligations and by Israeli law. The Israeli Companies Law restricts our ability to declare dividends. Unless otherwise approved by a court, we can distribute dividends only from “profits” (as defined by the Israeli Companies Law), and only if there is no reasonable concern that the dividend distribution will prevent us from meeting our existing and foreseeable obligations as they become due. Subject to the foregoing, payment of future dividends, if any, will be at the discretion of our board of directors and will depend on various factors, such as our financial condition, operating results, current and anticipated cash needs and other business and economic factors that our board of directors may deem relevant. See “Description of Share Capital—Dividend and Liquidation Rights.” The payment of dividends may be subject to Israeli withholding taxes. See Item 10E of the 2017 Annual Report, “Additional Information—Taxation—Israeli Tax Considerations and Government Programs—Taxation of Our Shareholders—Taxation of Non-Israeli Shareholders on Receipt of Dividends” which is incorporated herein by reference. Furthermore, if we pay a dividend out of income attributed to our Benefited Enterprise that was generated during the tax exemption period, we may be subject to tax on the grossed-up amount of such distributed income at the corporate tax rate which would have been applied to our Benefited Enterprise’s income had we not enjoyed the exemption. See Item 10E of the 2017 Annual Report, “Additional Information—Taxation – Israeli Tax Considerations and Government Programs — Law for the Encouragement of Capital Investments, 5719-1959 — Tax Benefits Subsequent to the 2005 Amendment” which is incorporated herein by reference.

CAPITALIZATION

The following table sets forth our capitalization as of December 31, 2017:

on an actual basis; and

on as adjusted basis to give effect to (i) the amendment of our articles of association to increase our authorized and registered share capital by NIS 12,500,000 and (ii) the issuance and sale of 2,500,000 units in this offering at an assumed public offering price of $6.00 per unit after deducting underwriting discounts and commissions and estimated offering expenses payable by us, assuming no sale of any pre-funded warrants in this offering and excluding the proceeds, if any, from the exercise of Series C Warrants issued in this offering at an exercise price of $ per share:

	As of December 31, 2017
	Actual			As adjusted
	(in thousands of $) (Unaudited)

Shareholders’ equity:
Ordinary share capital, 4,791,667 shares authorized and 1,605,434 shares issued, actual; 10,000,000 shares authorized and 4,105,434 shares issued, as adjusted	$	974		$	2,704
Additional Paid in Capital	$	57,643		$	69,125
Accumulated deficit	$	(52,712	)	$	(52,712	)
Total shareholders’ equity	$	5,905		$	19,117
Total capitalization	$	5,905		$	19,117

The as adjusted information set forth above is illustrative only and will be adjusted based on the actual public offering price and other terms of this offering determined at pricing. You should read this information together with our consolidated financial statements and related notes incorporated by reference in this prospectus.

The number of issued and outstanding shares as of December 31, 2017 on an as adjusted basis in the table excludes:

910,518 ordinary shares issuable upon the exercise of outstanding warrants with a weighted average exercise price of $59.81 per ordinary share;

158,684 ordinary shares issuable upon the exercise of outstanding options with a weighted average exercise price of $45.03 per ordinary share, granted under our option and equity incentive plans;

29,326 restricted stock units issued to directors, employees and consultants;

118,249 ordinary shares that are available for future option grants under the 2015 Plan;

•

2,500,000 ordinary shares issuable upon exercise of the pre-funded warrants offered hereby at an exercise price of $0.01 per share; and

•

2,500,000 ordinary shares issuable upon exercise of the Series C Warrants offered hereby at an exercise price of $ per share.

Except as otherwise indicated, information in this prospectus reflects or assumes:

a one-for-12 reverse share split of our ordinary shares, which occurred on April 4, 2018; and

that the underwriter does not exercise its option to purchase additional ordinary shares and/or Series C Warrants to purchase ordinary shares.

MARKET FOR OUR ORDINARY SHARES

Our units were listed on the Nasdaq Capital Market on February 19, 2015 under the symbol “CHEKU.” Prior to that date, there was no public trading market for our securities. Our initial public offering was priced at $6.00 per unit on February 20, 2015. Each unit consisted of one ordinary share and one-half of a Series A Warrant to purchase one ordinary share. Each unit was issued with one and one-half non-transferrable Long Term Incentive Warrants. On March 18, 2015, the units separated and ceased to exist. Since such date, our ordinary shares and Series A Warrants have been listed on the Nasdaq Capital Market under the symbols “CHEK” and “CHEKW,” respectively. On April 4, 2018, we effected a 1-for-12 reverse share split of our ordinary shares. The following table sets forth for the periods indicated the high and low sales prices per ordinary share as reported on the Nasdaq Capital Market and as adjusted to reflect our reverse share split, for the periods indicated:

The high and low market prices of our ordinary shares for each financial year since March 18, 2015, which was the date on which our ordinary shares began trading on the Nasdaq Capital Market, are as set forth below:

Year Ended	High		Low
December 31, 2015 (from March 18, 2015)	$	75.60	$	21.60
December 31, 2016	$	44.64	$	11.64
December 31, 2017	$	31.68	$	9.60

The high and low market prices of our ordinary shares for each full financial quarter over the two most recent full financial years and subsequent period are as set forth below:

Quarter Ended	High		Low
March 31, 2016	$	40.20	$	30.84
June 30, 2016	$	36.12	$	11.64
September 30, 2016	$	41.04	$	12.96
December 31, 2016	$	35.40	$	20.64
March 31, 2017	$	31.68	$	24.84
June 30, 2017	$	28.56	$	21.72
September 30, 2017	$	24.00	$	19.80
December 31, 2017	$	23.88	$	9.60
March 31, 2018	$	13.64	$	5.58

For the most recent six months and subsequent period, the high and low market prices of our ordinary shares are as set forth below:

Month Ended	High		Low
November 2017	$	18.24	$	11.40
December 2017	$	12.24	$	9.60
January 2018	$	13.64	$	9.84
February 2018	$	10.64	$	7.20
March 2018	$	8.64	$	5.58
April 2018	$	19.78	$	3.12
May 2018 (through May 1, 2018)	$	12.01	$	15.60

On May 1, 2018, the last reported sale price of our ordinary shares on the Nasdaq Capital Market was $13.44.

DILUTION

Purchasers of units and pre-funded units in this offering will suffer immediate and substantial dilution in the net tangible book value per share of our ordinary shares. Dilution in net tangible book value per share represents the difference between the amount per share paid by purchasers in this offering and the net tangible book value per share of our ordinary shares immediately after this offering. Our historical net tangible book value as of December 31, 2017 was approximately $5.9 million or $3.68 per share of our outstanding ordinary shares, based on 1,605,434 ordinary shares outstanding as of December 31, 2017.

After giving effect to the sale of 2,500,000 units in this offering at an assumed public offering price of $6.00 per unit, assuming no sale of any pre-funded units in this offering and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, our as adjusted net tangible book value as of December 31, 2017 would have been approximately $19.1 million, or $4.66 per share, which excludes the Series C Warrants to purchase ordinary shares to be issued to investors in this offering. This represents an immediate increase in net tangible book value of $0.98 per share to existing shareholders and immediate dilution of $1.34 per share to investors purchasing our securities in this offering at the public offering price.

The following table illustrates this dilution:

Assumed public offering price per unit			$	6.00
Net tangible book value per share as of December 31, 2017	$	3.68
Increase in net tangible book value per share attributable to this offering	$	0.98
As adjusted net tangible book value per share as of December 31, 2017, after giving effect to this offering			$	4.66
Dilution per share to new investors purchasing our ordinary shares in this offering			$	1.34

The number of issued and outstanding shares as of December 31, 2017 in the table excludes:

910,518 ordinary shares issuable upon the exercise of outstanding warrants with a weighted average exercise price of $59.81 per ordinary share