zk1516103.htm

Issuer Free Writing Prospectus

Filed Pursuant to Rule 433

Registration Statement No. 333-201250

Dated January 23, 2015

(To Preliminary Prospectus dated January 23, 2015)

Free Writing Prospectus

Check-Cap Ltd. Company Presentation

This free writing prospectus relates to the proposed public offering of units, each consisting of one ordinary share and one-half of a warrant to purchase

one ordinary share of Check-Cap Ltd. (the “Company”), that is being registered on a Registration Statement on Form F-1 (No. 333-201250)

(the “Registration Statement”) and should be read together with the preliminary prospectus dated January 23, 2015 included in that Registration

Statement, which can be accessed through the following link:

http://www.sec.gov/Archives/edgar/data/1610590/000117891315000168/zk1516095.htm

The Company has filed a registration statement (including a preliminary prospectus) with the SEC for the offering to which this communication relates.

Before you invest, you should read the preliminary prospectus in that registration statement (including the risk factors described therein) and other

documents the Company has filed with the SEC for more complete information about the Company and this offering. You may get these documents for
free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Company, any underwriter or any dealer participating in the offering will

arrange to send you the prospectus if you request it by calling Chardan Capital Markets, LLC at +1 (646) 465-9000.

Colon 3D imaging capsule

for colorectal cancer screening

Company Presentation January 2015

Disclaimers

This presentation highlights basic information about us
and the offering. Because it is a summary, it does not
contain all of the information you should consider
before investing.

Check-Cap Ltd. (the “Company”) has filed a registration
statement (including a preliminary prospectus) with the
Securities and Exchange Commission for the offering to
which this presentation relates. The registration
statement has not yet become effective. Before you
invest, you should read the preliminary prospectus in
that registration statement and other documents that
the Company has filed (including the risk factors
described therein) with the Securities and Exchange
Commission for more complete information about the
Company and the offering. You may get these
documents for free by visiting EDGAR on the
Commission’s website at www.sec.gov. Alternatively,
we will arrange to send you the preliminary prospectus
if you contact Chardan Capital Markets, LLC, Attention:
Scott Blakeman, 17 State Street, Suite 1600, New York,
NY 10004, telephone: 646-465-9000.

This presentation shall not constitute an offer to sell or
the solicitation of an offer to sell or the solicitation of an
offer to buy any securities of the Company nor shall
there be any sale of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities
laws of any such jurisdiction.

Forward-Looking Statements

This presentation contains certain statements that may
be deemed to be “forward looking statements” within
the meaning of Section 27A of the Securities Act and
Section 21E of the Securities Exchange Act of 1934, as
amended.

Forward looking statements appear in a number of
places throughout this presentation and include
statements regarding our intentions, beliefs,
projections, outlook, analyses or current expectations
concerning, among other things, our ongoing and
planned product development and clinical trials; the
timing of, and our ability to make, regulatory filings and
obtain and maintain regulatory approvals for our
product candidates; our intellectual property position;
the degree of clinical utility of our products, particularly
in specific patient populations; our ability to develop
commercial functions; expectations regarding product
launch and revenue; our results of operations, cash
needs, and spending of the proceeds from this offering;
financial condition, liquidity, prospects, growth and
strategies; the industry in which we operate; and the
trends that may affect the industry or us.

We may, in some cases, use terms such as “believes,”
“estimates,” “anticipates,” “expects,” “plans,” “intends,”
“may,” “could,” “might,” “will,” “should,” “approximately”
or other words that convey uncertainty of future events
or outcomes to identify these forward-looking
statements. Although we believe that we have a
reasonable basis for each forward-looking statement
contained in this presentation, we caution you that
forward-looking statements are not guarantees of future
performance and that our actual results of operations,
financial condition and liquidity, may differ materially
from the forward-looking statements contained in this
presentation as a result of a variety of factors including
but not limited to those risks and uncertainties relating
to difficulties or delays in development, testing,
regulatory approval, production and marketing of the
Company’s product candidate and those risks and
uncertainties associated with the

protection of the Company’s intellectual property rights.
All forward-looking statements attributable to the
Company or persons acting on its behalf are expressly
qualified in their entirety by these factors.

You should also read carefully the factors described in
the “Risk Factors” section and other parts of any
offering prospectus we may in the future distribute, in
order to better understand the risks and uncertainties
inherent in our business and underlying any forward-
looking statements. As a result of these factors, we
cannot assure you that the forward-looking statements
in this presentation will prove to be accurate.
Furthermore, if our forward-looking statements prove to
be inaccurate, the inaccuracy may be material. In light
of the significant uncertainties in these forward-looking
statements, you should not regard these statements as
a representation or warranty by us or any other person
that we will achieve our objectives and plans in any
specified timeframe, or at all. You are cautioned not to
place undue reliance on these forward-looking
statements, which speak only as of the date of this
presentation. We undertake no obligation to update,
amend or clarify such statements to reflect new
information or events or circumstances occurring after
the date of this presentation or to reflect the occurrence
of unanticipated events.

Initial Public Offering Summary

* Private placement of $12,000,000 closed into escrow on October 14, 2014 from existing shareholders and additional lenders
in the form of a convertible credit line. Credit line lenders were issued 10 year warrants to purchase an aggregate of 2,658,463
ordinary shares exercisable at NIS 0.20 per share, and may be exercised on a net issuance basis.

Issuer

• Check-Cap Ltd.

Exchange / Ticker

• NASDAQ Capital Markets / CHEKU, CHEK, CHEKW

Offering

• 1,200,000 units (100% primary). Each unit to consist of one ordinary share and one-half of
a warrant to purchase one ordinary share

• The warrants and ordinary shares will trade together as units (“CHEKU”) only during the
first 45 days of trading, and thereafter, the units will automatically separate and the
ordinary shares (“CHEK”) and warrants (“CHEKW”) will trade separately

Shares Outstanding

• 5,966,114 ordinary shares prior to the offering

Over-Allotment

• 15% or 180,000 units (100% primary)

Expected Price Range

• $10.00 - $12.00

Use of Proceeds

• Research and Development, regulatory submissions for product approvals, increase
manufacturing capabilities for the clinical phase, repayment of indebtedness, working
capital and general corporate purposes

Joint Book-Running
Managers

• Chardan Capital Markets, LLC and Maxim Group LLC

Co-Manager

• Feltl and Company

Concurrent Private
Placement*

• 1,090,910 units (100% primary). Each unit to consist of one ordinary share and one-half of
a warrant to purchase one ordinary share

Who We Are

* Including $12M in pending Private Placement

Founded - 2005 Located - Carmel, Israel Employees - 37

$37M Raised* -

Rich IP Portfolio - 16 patents 23 patents pending

Target Regulatory Clearance - Europe: 2016, U.S. & Japan: 2017

Clinical Stage Medical Diagnostic for CRC

GE, Fosun, Pontifax, Jacobs, Counterpoint,
Docor, BXR, Biomedix, others

1st imaging capsule

for colorectal cancer

screening

Designed for

increased compliance

No bowel
cleansing
required

Our First Product

Board of Directors

Guy Neev - CEO
14 years of executive management experience.
Chief Executive Officer at Cappella.
Business unit manager at Boston Scientific.

Alex Ovadia - VP of R&D
12 years of experience as Global R&D Director, managing
complex system projects at Philips Healthcare. 11 years of
development management positions at Elbit Systems Ltd.

Dr. Yoav Kimchy - Founder and CTO
12 years of executive R&D experience. Vice President of R&D
at V-Target Ltd. Director of cardiovascular research at Impulse
Dynamics Ltd.

Lior Torem - CFO
Strong Chief Financial Officer experience in both private and
public companies. Chief Financial Officer at Superfish, Inc.
Vice President of Finance at Actelis Networks, Inc.

Dr. Yoav Kimchy
Founder and Chief Technology Officer

Tomer Kariv
of Pontifax Venture Partners

Guy Neev
Chief Executive Officer

Dr. Walt Robb
Counterpoint Ventures

Richard Stone
Emigrant Savings Bank

Alon Dumanis
of Docor International Management

Steve Hanley
to join post-IPO (March 2015)

Yuval Yanai
to join post-IPO (March 2015)

Management Team

Seasoned Management and Board of Directors

Colorectal Cancer

At least 60% of lives could have been saved in

the United States with appropriate screening***

“The most preventable,
yet least prevented cancer.”

*- American Cancer Society

**- World Health Organization

***- Centers for Disease Control and Prevention

	New cases current	Deaths current	Treatment cost
EU	471k**	228k**
U.S.	137k*	50k*
World-wide(1)	1.36m**	694k**	$99b(2)

(1) Worldwide new cases current, World Health Organization; http://globocan.iarc.fr/Pages/fact_sheets_cancer.aspx

(2) Cost of CRC - ACS; http://www.cancer.org/acs/groups/content/@internationalaffairs/documents/document/acspc-026203.pdf

Only about 65% of the recommended population in the United States is screened for CRC,*

while less than 30% is screened in Europe.

*- Centers for Disease Control and Prevention

Our Goal: Cancer Prevention by Pre-cancerous Polyp Detection

Testing Compliance Key

Highly Survivable in Early stages

Stage

93%

78%

64%

Structural Tests - enable both polyp detection
and cancer prevention

Stool / Blood Tests - enable cancer detection

Illustration courtesy of the

National Cancer Institute

* Source: Mayo Clinic Proc. 2007;82(6):666-671. Figure 1, Most troubling part of colon testing. Responses to the question,

“What do you feel is the most troublesome part of colon testing?”

Patient are Hesitant to Undergo Screening with the Current Methods

Standard Colonoscopy*

CTC

Camera
pill

✓

Check-Cap imaging capsule designed to address all these concerns

32%

21%

15%

13%

11%

(1) Assumes one screening every 10 years.

(2) Based on an average selling price of $500.

* Source - U.S. Census Bureau; http://www.census.gov/population/international/data/idb/informationGateway.php

50-75 year olds
U.S./EU/Japan

291m

50-75 year olds
China

343m

50-75 year olds
Total

635m

Screening
once every

10 years

Procedures per
year

63m(1)

Average price
per capsule

$500

Annual market
opportunity

$32b(2)

Compelling Market Size*

Current Screening Modalities

Colonoscopy

CTC

Optic Capsules

Fecal Occult
Blood Test

Stool DNA

P-

Blood Tests

Safety

Comfort

Efficacy*

In clinical trials

Imaging Capsule travels naturally
in the GI tract, propelled by peristalsis

The capsule is continuously tracked,
and transmits data to an external receiver

Capsule detects

CMT

XRF

(X-ray Fluorescence radiation)

Flux attenuated by the colon contents in
direct proportion to distance traveled in the
colon contents, as some of the photons are
absorbed by contrast agent

Flux depends monotonically on the
distance traveled in the colon contents
mixed with contrast agent

Colon Wall Geometry

3D Path

3D Surface

Innovative Low-dose X-ray Radar Technology

Capsule emits low-dose X-ray photons

Video

Check-Cap Solution - Designed for Prep Free, Accurate, CRC Screening

* The Check-Cap system is not available for sale or for any clinical use

Patients Continue with their Daily Routine

CPS

During 1-5 days of test

patients continue with

their normal daily routine

Patients are notified by a Check-App interface

Capsule designed to travel naturally in the Colon, transmitting Data to
CPS Receiver Unit

a disposable patch on lower back

Image for illustration only

* The Check-Cap system is not available for sale or for any clinical use

Image for illustration only

Clinician can Review Results in Less than 10 Minutes

Data downloaded from CPS Patch to Check-Cap workstation for analysis:

review time

* The Check-Cap system is not available for sale or for any clinical use

Clinical Data Generation is On-track and Ongoing

Germany

40-60

Israel

(Netherlands to be launched)

Ongoing

Proof of Concept

Israel

FDA Pivotal Trial*

800

10 U.S. sites

5 EU sites

OUS Registry*

(post marketing)

* Anticipated. Subject to regulatory approval

Tissue-equivalent phantom model

Polyp Detection - Lab Evidence

Preprocessed Surface Data

8mm Polyp in silicon phantom

6mm polyp

8mm polyp

7mm polyp

8mm polyp

10 mm Polyp

in colon

Polyp
preparation

Preprocessed Surface Data

10 mm Polyp preparation

in Bovine Colon Phantom

Preprocessed Surface Data

Bovine Colon Phantom

Autonomous
capsule in Pig Colon

10mm polyp

Polyp Detection - Pre-Clinical Evidence

Normal velocity

High velocity

0.6 mm/s

4.3 mm/s

Polyp Detection - High/Low Capsule Velocity (Lab)

Size / Shape Distinction

True Positive vs. False Positive

100% TP 0% FP

CMT

XRF

Fused

% FP

Polyp Detection - Sensitivity and Specificity (Lab)

No
polyp

Polyp

Actual clinical images

Unlike an Optical Pill, Check Cap Tracks the Capsule Route in the Colon

Colon full of content

Proof of Imaging Concept - Clinical Study data

Clinical images from
unprepped human colon

Our granted patents (2010-11) are directed to an ingestible capsule with a radiation
source and radiation detectors that, when used in conjunction with a radio opaque
contrast agent, is adapted to detect clinically relevant findings in the colon

Core patents granted in major jurisdictions

Strong Intellectual Property

Tissue
Density
Imaging

Flat Polyp,
Cancer
Discrimination

New
system
concepts

Enhanced Low
Cost Electronics
& Mechanics

Cad Capabilities

Miniaturization

IQ
Enhancement

X-Ray imaging
Catheters

Chronic Sinusitis Imaging
& Sinus Drain Intervention

Acute Artery Occlusion,
Plaque Thickness
Imaging & Intervention
Catheter

Product Development Roadmap

2015

2016

2017

Anticipated

Financing

Design Freeze

CE Submission

CE Mark

Strategic Discussions
EU Registry Pilot Launch

2nd Pre-IDE

Pivotal Protocol
Submission Finalize

EU Registry 1st Release

FDA Trial Launch

Possible Launch in EU*

FDA Trial Ongoing

Release Data from Europe

CMS Discussion

FDA Submission

CMS Submission

* Funding dependent

All timelines are subject to regulatory approvals

Target Milestones with a Well-defined Regulatory Pathway

✓

Innovative technology with potentially competitive advantage

Attractive market opportunity

Proof of concept clinically demonstrated

Well-defined regulatory pathway

Core patents granted in major jurisdictions

Seasoned management and advisory teams

Established funding history

Summary

Appendix

* $12M is kept in escrow pending investment in Private Placement. Terms of Private Placement will be based on IPO
price and other terms.

Established Funding History

IP Status

mSv

Typical Organ Radiation Doses from Various Radiologic Studies

0.04mSv

Very Low Radiation Exposure

Proof of Concept Clinically Proven

Professor Nadir Arber,

Head of Integrated Cancer Prevention Center

Tel Aviv Sourasky Medical Center, Israel

“These results underpin the great
potential of Check-Cap imaging
technology to become a very appealing
tool for screening of pre-cancerous
polyps and colorectal cancer.“