Check-Cap Ltd. Files A Registration Statement For Its Proposed Initial Public Offering

ISFIYA, Israel, Dec. 23, 2014 /PRNewswire/ -- Check-Cap Ltd., a clinical stage medical diagnostics company engaged in the development of a preparation-free ingestible imaging capsule that utilizes low-dose X-rays for the screening for colorectal cancer, today announced that it has filed a Registration Statement on Form F-1 (the "Registration Statement") with the U.S. Securities and Exchange Commission (the "Commission") for a proposed $15 million initial public offering of its ordinary shares (the "Offering").  The timing of the Offering, number of shares to be offered and the price range for the proposed Offering have not yet been determined.

Concurrent with the completion of the Offering, Check-Cap plans to complete an additional financing of $12 million in a private placement of restricted securities. Proceeds from the Offering and the simultaneous private placement of restricted securities will be utilized to support the continued development of the Check-Cap imaging system.

In connection with the Offering, Check Cap has applied to list its ordinary shares on the NASDAQ Capital Market under the ticker symbol "CHEK".

Chardan Capital Markets, LLC and Maxim Group LLC are acting as joint book-running managers for the proposed Offering. The Offering will be made only by means of a prospectus.  When available, copies of the preliminary prospectus relating to the Offering may be obtained from: Scott Blakeman, email: sblakeman@chardancm.com. A copy of the preliminary prospectus relating to the Offering may also be accessed via the Commission's website at http://www.sec.gov.

A Registration Statement relating to these securities has been filed with the Commission, but has not yet become effective. Securities may not be sold nor may offers to buy securities be accepted prior to the time the Registration Statement becomes effective.

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

About Check-Cap Ltd.

Check-Cap is a clinical stage medical diagnostics company focused on the development of gastrointestinal imaging devices. The company's lead product is an endoscopy capsule with a colon imaging system for colorectal cancer and clinically-significant pre-cancerous polyps that utilizes proprietary, ultra-low-energy X-ray-based measurement technology to safely generate high-resolution, 3-dimensional imagery of the colon without cleansing or other aggressive bowel preparation. This solution is designed to increase compliance with screening recommendations.  The Check-Cap imaging system is not cleared for marketing in any jurisdiction.

Cautionary Statements Concerning Forward-Looking Statements

This Press Release contains "forward-looking" statements as defined in the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations or predictions of future conditions, events or results based on various assumptions and management's estimates of trends and economic factors in the markets in which we are active, as well as our business plans. Words such as "expects", "anticipates", "intends", "plans", "believes", "seeks", "estimates", "projects", "forecasts", "continue", "may", "should", "will" variations of such words and similar expressions are intended to identify such forward-looking statements. The forward-looking statements may include, without limitation, statements regarding product commercialization and marketing efforts product development, and the intent to list on a national securities exchange. The forward-looking statements are subject to risks and uncertainties, which may cause results to differ materially from those set forth in the statements. Forward-looking statements in this release should be evaluated together with the many uncertainties that affect Check-Cap's business and its market, particularly those discussed in the risk factors and cautionary statements in Check- Cap's filings with the Securities and Exchange Commission. Forward-looking statements are not guarantees of future performance, and actual results may differ materially from those projected. The forward-looking statements are representative only as of the date they are made, and Check-Cap assumes no responsibility to update any forward-looking statements, whether as a result of new information, future events or otherwise.

CONTACT:
David Carey
Lazar Partners Ltd.
212-867-1768
dcarey@lazarpartners.com

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SOURCE Check-Cap, Ltd.