F-1 1 ea0274609-01.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on January 30, 2026

Registration No. 333-

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

____________________

Form F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

____________________

CHECK-CAP LTD.
(Exact name of registrant as specified in its charter)

____________________

Israel		3844		Not Applicable
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

29 Abba Hushi Avenue P.O. Box 1271 Isfiya, 3009000 Mount Carmel, Israel Tel: +1 (647) 892-9516		Puglisi & Associates 850 Library Ave., Suite 204 Newark, DE 19711 Tel: (302) 738-6680
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)		(Name, address, including zip code, and telephone number, including area code, of agent for service)

____________________

Copies to:

Sean M. Donahue
Paul Hastings LLP
2050 M St NW
Washington, DC 20036
Tel: (202) 551-1704

Carl M. Sherer

RIMÔN PC

400 Madison Ave, Suite 11D
New York, NY 10017

Tel: (800) 930-7271

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

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, 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. ☐

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† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

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 thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

		Page
Prospectus Summary		1
The Offering		5
Risk Factors		6
Cautionary Note Regarding Forward-Looking Statements		13
Use of Proceeds		15
Selling Shareholder		16
Description of Share Capital		17
Plan of Distribution		23
Expenses		25
Legal Matters		26
Experts		26
Enforceability of Civil Liabilities		27
Where You Can Find Additional Information		28
Incorporation of Certain Information by Reference		29
Part II Information Not Required in Prospectus		II-1

Ordinary Shares currently outstanding		7,288,359 Ordinary Shares.
Ordinary Shares offered by the Selling Shareholder		Up to 2,000,000 Ordinary Shares issuable to the Selling Shareholder under the Purchase Agreement from time to time and 267,857 Commitment Fee Shares.
Ordinary Shares to be outstanding after this offering(1)		9,288,359 Ordinary Shares, assuming the issuance of a total of 2,267,857 Ordinary Shares to the Selling Shareholder pursuant to the Purchase Agreement (at an assumed price per share of $1.89, which is the last reported sales price of our Ordinary Shares on Nasdaq on January 29, 2026).
Use of proceeds		We will not receive any proceeds from the sale of the Ordinary Shares included in this prospectus by the Selling Shareholder. We may receive up to $30.0 million aggregate gross proceeds under the Purchase Agreement from sales of the Ordinary Shares that we elect to make to the Selling Shareholder pursuant to the Purchase Agreement, if any, from time to time in our sole discretion, The actual amount of proceeds, if any, that we may receive will depend on the number of Ordinary Shares sold under the Purchase Agreement to the Selling Shareholder and market prices at the times of such sales. Any proceeds that we receive from sales of our Ordinary Shares to the Selling Shareholder under the Purchase Agreement will be used for working capital and other general corporate purposes. See “Use of Proceeds.”
Risk factors		Investing in our securities involves a high degree of risk. You should read the “Risk Factors” section starting on page 6 of this prospectus, and “Item 3. — Key Information — D. Risk Factors” in our Annual Report on Form 20-F for the year ended December 31, 2024, or the 2024 Annual Report, which is incorporated by reference herein, and other information included or incorporated by reference in this prospectus for a discussion of factors to consider carefully before deciding to invest in the Ordinary Shares.
Listing		Our Ordinary Shares are listed on Nasdaq under the symbol “MBAI.”

	Number of Shares of Ordinary Shares Owned Prior to Offering			Maximum Number of Ordinary Shares to be Offered Pursuant to this Prospectus	Number of Ordinary Shares Owned After Offering
Name of Selling Shareholder	Number(1)	Percent		Number	Number(2)	Percent
ARC Group International Ltd.(3)(4)	267,857	3.7	%	2,267,857	2,267,857	24	%

SEC registration fee	$	473
Printer fees and expenses	$	15,000
Legal fees and expenses	$	200,000
Accounting and professional fees and expenses	$	100,000
Miscellaneous	$	40,000
Total	$	355,473

Exhibit No.	Exhibit Description	Form	File No.	Exhibit No.	Filing Date
2.1*	Business Combination Agreement between Check-Cap Ltd. and Nobul AI Corp. dated March 25, 2024	6-K	001-36848	99.1	March 28, 2024
2.2*	Agreement and Plan of Merger, dated September 12, 2025, by and among Check-Cap Ltd., CC Merger Sub Inc. and MBody AI.	6-K	001-36848	99.4	September 12, 2025
3.1*	Amended and Restated Articles of Association of the Registrant	20-F	001-36848	1.1	March 31, 2023
4.1*	Form of Registrant’s Ordinary Share Warrant Certificate	F-1	333-201250	4.1	February 18, 2015
4.2*	Form of Warrant Agreement dated as of February 24, 2015 between Check-Cap Ltd. and American Stock Transfer & Trust Company LLC, as Warrant Agent	F-1	333-201250	4.6	February 17, 2015

		CHECK-CAP LTD.

		By:		/s/ David Lontini
				David Lontini
				Interim Chief Executive Officer

Signature	Title	Date
/s/ David Lontini	Chairman and Interim Chief Executive Officer	January 30, 2026
David Lontini	(Principal Executive Officer)
/s/ Alan Lewis	Chief Financial Officer (Principal Financial	January 30, 2026
Alan Lewis	Officer and Principal Accounting Officer)
/s/ Carlos Cheung	Director	January 30, 2026
Carlos Cheung
/s/ Michael Hutton	Director	January 30, 2026
Michael Hutton
/s/ Daniel Kokiw	Director	January 30, 2026
Daniel Kokiw

		Puglisi & Associates

		By:		/s/ Donald J. Puglisi
				Donald J Puglisi
				Managing Director

SEC Form F-1 filed by Check-Cap Ltd.