424B3 1 ea0274609-03.htm PROSPECTUS

PROSPECTUS

Filed pursuant to Rule 424(b)(3)
Registration No. 333-293109

Up to 2,267,857 Ordinary Shares

Check-Cap Ltd.

This prospectus relates to the offer and sale, from time to time, by ARC Group International Ltd. (“ARC Group” or the “Selling Shareholder”), of ordinary shares, par value NIS 48.00 per share (the “Ordinary Shares), of Check-Cap Ltd. (“Check-Cap” or the “Company”) consisting of (i) Ordinary Shares that may be issued by the Company from time to time pursuant to advances (the “Advance Shares”) under a purchase agreement, dated December 17, 2025 (the “Purchase Agreement”), by and between the Company and the Selling Shareholder, and (ii) the Commitment Fee Shares (defined below) issued to the Selling Shareholder by the Company pursuant to the Purchase Agreement.

Pursuant to the Purchase Agreement, the Company has the right, but not the obligation, to sell and issue to the Selling Shareholder up to $30.0 million of Ordinary Shares over a three-year period (the “Total Commitment Amount”), subject to the terms and conditions of the Purchase Agreement, applicable securities laws, and Nasdaq listing rules.

As consideration for the Selling Shareholder’s Total Commitment Amount, the Company issued to the Selling Shareholder 267,857 Ordinary Shares (the “Commitment Fee Shares”) upon the signing of the Purchase Agreement. The Commitment Fee Shares have an aggregate dollar value equal to 1.5% of the Total Commitment Amount, calculated using the lowest one-day volume-weighted average price (“VWAP”) of the Ordinary Shares during the five trading days immediately preceding the execution date of the Purchase Agreement. No cash consideration was paid by the Selling Shareholder for the Commitment Fee Shares.

For the purposes of this prospectus, we are registering for resale a total of 2,267,857 Ordinary Shares, which includes (i) 2,000,000 Ordinary Shares at an assumed offering price of $1.65 per Ordinary Share, which was the closing price of the Ordinary Shares on The Nasdaq Capital Market (“Nasdaq”) on February 20, 2026, and (ii) all of the Commitment Fee Shares.

Pursuant to the Purchase Agreement, we may request advances in a written notice, (each an “Advance Notice”) delivered to the Selling Shareholder at any time during the three-year period following the execution date of the Purchase Agreement. Each Advance Notice directs the Selling Shareholder to purchase Ordinary Shares in an amount up to the lesser of (i) 75% of the average of the daily value traded of the Ordinary Shares on the ten trading days immediately preceding the date an Advance Notice is delivered, and (ii) $5.0 million, or an Advance, subject to satisfaction of the conditions in the Purchase Agreement.

The Advance Shares that may be offered pursuant to this prospectus would be purchased by the Selling Shareholder from time to time at a purchase price equal to 95% of the lowest closing VWAP of the Ordinary Shares during the pricing period specified in the Purchase Agreement following delivery of an Advance Notice and are subject to certain limitations. While any Advance is pending, subject to the Terms of the Purchase Agreement, we may deliver a second Advance Notice specifying a number of Ordinary Shares mutually agreed upon which will begin another Advance. The purchase price of the Ordinary Shares in such Advance will be equal to 100% of the lowest intraday sale price of the Ordinary Shares on the same day the second Advance Notice is received, or the immediately following trading day if the second Advance Notice is received after 8:30 am Eastern Time, subject to mutual consent between the Selling Shareholder and us.

		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

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 $1.65, which is the last reported sales price of our Ordinary Shares on Nasdaq on February 20, 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

SEC Form 424B3 filed by Check-Cap Ltd.