Check-Cap Ltd (Form: 6-K, Received: 06/24/2015 16:13:13)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 001-36848

Mount Carmel, Israel

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES.)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F x Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12 g 3-2(b) under the Securities Exchange Act of 1934.

If “Yes” marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82 - ___

This Form 6-K is being incorporated by reference into the Registrant’s Form S-8 Registration Statement File No. 333-203384.

On June 24, 2015, Check-Cap Ltd. (the “Company”) issued a press release announcing that that it has extended the deadline from June 24, 2015 (the “Registration Due Date”) to August 23, 2015 for holders of its ordinary shares, par value NIS 0.20 per share (the “Ordinary Shares”), who were the original purchaser of units (the “IPO Units”) in the Company’s initial public offering and who wish to receive Long Term Incentive Warrants to register the Ordinary Shares underlying the IPO Units in their own names and not in “street name.”

On June 24, 2015, the Company entered into Amendment No. 1 to the Warrant Agreement, dated June 24, 2015, between the Company and American Stock Transfer & Trust Company LLC, as Warrant Agent, to extend the Registration Due Date to the date which is 180 days following the date of closing of the Company’s initial public offering (i.e., August 23, 2015) in order to allow the shareholders who were the original purchasers of IPO Units additional time to become the direct registered owners of the Ordinary Shares underlying the IPO Units.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. In addition, a copy of the Amendment No. 1 to the Warrant Agreement is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

4.1

99.1

Amendment No. 1 to the Warrant Agreement, dated June 24, 2015, between Check-Cap Ltd. and American Stock Transfer & Trust Company LLC, as Warrant Agent.

Press Release, dated June 24, 2015.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Check-Cap Ltd.

	By:	/s/ Lior Torem
		Name: Lior Torem
		Title: Chief Financial Officer

Dated: June 24, 2015

AMENDMENT NO. 1 TO WARRANT AGREEMENT

AMENDMENT NO. 1, dated as of June 24, 2015 (the “Amendment”), to Warrant Agreement dated as of February 24, 2015 (the “Agreement”) by and among Check-Cap Ltd., an Israeli company (the “Company”) and American Stock Transfer and Trust Company, LLC, a New York limited liability trust company, as warrant agent (the “Warrant Agent”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Agreement.

WHEREAS, the Company desires to amend the Agreement to extend the deadline by which Holders of Long Term Incentive Warrants must register in their own names and not in “street name” the Ordinary Shares underlying the Units purchased by such Holders in the Company’s initial public offering, which registration is a pre-condition to the ability of Holders to be eligible to receive and exercise Long Term Incentive Warrants; and

WHEREAS, Section 8.8 of the Agreement provides that the Agreement may be amended by the parties thereto without the consent of any Registered Holder for the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained therein or adding or changing any other provisions with respect to matters arising under the Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interest of the Registered Holders; and

WHEREAS, the Company deems the extension of the deadline by which Holders of Long Term Incentive Warrants must register in their own names and not in “street name” the Ordinary Shares underlying the Units purchased by such Holders in the Company’s initial public offering to be desirable and not adverse to the interests of the Registered Holders; and

WHEREAS, the Company and the Warrant Agent desire to amend the Agreement in accordance with the terms and conditions of this Amendment.

NOW THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

Section 1. Amendments to the Agreement.

(a) Section 3.2.2 of the Agreement is hereby amended by deleting the words “120 days” in the eleventh and seventeenth lines thereof and substituting therefor the words “180 days”.

(b) The second paragraph of Exhibit B to the Agreement entitled “Form of Warrant Certificate [Reverse]” is hereby amended by deleting the words “120 days” in the third line thereof and substituting therefor the words “180 days”.

Section 2. Miscellaneous.

(a) Effectiveness. This Amendment shall become effective as of the date first above written.

(b) Continued Effectiveness of the Agreement. Except as expressly amended herein, all terms and provisions of the Agreement (including the exhibits thereto) are and shall continue to be in full force and effect.

(c) Governing Law . This Amendment shall be governed and construed in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof.

(d) Counterparts . This Amendment may be executed by the parties hereto in any number of separate counterparts and delivered electronically or via facsimile, each such counterpart (whether delivered electronically, via facsimile or otherwise), when executed, shall be deemed an original and all of which together constitute one and the same agreement. .

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their respective duly authorized officers as of the date first above written.

	CHECK-CAP LTD.

	By:	/s/ Guy Neev
		Name: Guy Neev
		Title: Chief Executive Officer

	AMERICAN STOCK TRANSFER AND TRUST COMPANY LLC, as Warrant Agent

	By:	/s/ Paula Caroppoli
		Name: Paula Caroppoli
		Title: Senior Vice President

Check-Cap Extends Registration Deadline for Holders of Ordinary Shares

Purchased in its Initial Public Offering to be Eligible to Receive Long Term

Incentive Warrants to August 23, 2015

ISFIYA, Israel, June 24, 2015 - Check-Cap Ltd. (Nasdaq: CHEK, CHEKW), a clinical stage medical diagnostics company engaged in the development of an ingestible capsule for preparation-free, colorectal cancer screening, announced today that it has extended the deadline from June 24, 2015 to August 23, 2015 for holders of its ordinary shares who were the original purchasers of units in the Company’s initial public offering and who wish to receive Long Term Incentive Warrants, to register the ordinary shares underlying such units in their own names and not in “street name.”

Holders of ordinary shares underlying units purchased in Check-Cap’s initial public offering who currently hold such ordinary shares in “street name” are advised to contact their brokers to initiate the process of registering these ordinary shares in their own names as soon as possible. Brokers should check within their firm’s operations department for guidance on registering ordinary shares for their clients out of “street name.” Any holder who fails to register the ordinary shares underlying the units purchased by such holder in Check-Cap’s initial public offering by August 23, 2015, will not be eligible to receive any Long Term Incentive Warrants.

About Check-Cap

Check-Cap is a clinical stage medical diagnostics company focused on the development of innovative imaging devices. The Company is developing an ingestible capsule for the identification of colorectal cancer and pre-cancerous lesions in the colon. Utilizing proprietary, ultra-low-energy X-ray-based technology, the capsule safely generates high-resolution, 3-dimensional imagery of the interior of the colon. Without requiring traditional bowel preparation or modifications to a person's diet and activities, Check-Cap's system is designed to be patient-friendly and to increase compliance with colorectal cancer screening recommendations. The Check-Cap imaging system is not cleared for marketing in any jurisdiction.

Legal Notice Regarding Forward-Looking Statements

This press release contains “forward-looking statements.” Words such as “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar expressions, as well as statements in future tense, often signify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results and may not be accurate indications of when such performance or results will be achieved. Forward-looking statements are based on information that the Company has when those statements are made or management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. For a discussion of these and other risks that could cause such differences and that may affect the realization of forward-looking statements, please refer to the “Special Note On Forward-looking Statements” and “Risk Factors” in the Company’s Annual Report on Form 20-F and other filings with the Securities and Exchange Commission (SEC). Investors and security holders are urged to read these documents free of charge on the SEC’s web site at http://www.sec.gov. The Company assumes no obligation to publicly update or revise its forward-looking statements as a result of new information, future events or otherwise.

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CONTACT:

Investors

David Carey

Lazar Partners Ltd.

212-867-1768

dcarey@lazarpartners.com