UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
 
 Form 6-K
 
 
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
 
For March 2021

Commission File No. 001-36848
 
 
Check-Cap Ltd.
 

Check-Cap Building
Abba Hushi Avenue
P.O. Box 1271
Isfiya, 30090
Mount Carmel, Israel
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES.)
 
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
 
Form 20-F ☒ Form 40-F ☐
 
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): ____
 



Other Information
 
On March 19, 2021, Check-Cap Ltd. provided certain corporate updates and announced its financial results for the three-and twelve-month period ended December 31, 2020.
 
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
Exhibit No.
Description
 



SIGNATURES
 
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/ Alex Ovadia
 
 
 
Name: Alex Ovadia
 
 Date: March 19, 2021
 
Title: Chief Executive Officer
 





Exhibit 99.1


Check-Cap Reports Fourth Quarter and Full Year 2020 Financial Results
 
Received FDA IDE Approval for Pivotal Study of C-Scan®
 
Company on track to initiate a U.S. pivotal study of C-Scan in late 2021
 
ISFIYA, Israel, March 19, 2021 -- Check-Cap Ltd. (the "Company" or "Check-Cap") (NASDAQ: CHEK), (NASDAQ: CHEKZ), a clinical stage medical diagnostics company advancing the development of C-Scan®, the first and only patient-friendly, preparation-free, screening test to detect polyps before they may transform into colorectal cancer (CRC), today announced financial results for the fourth quarter and full year ended December 31, 2020.
 
2020 and Recent Highlights:
 

The U.S. Food and Drug Administration (FDA) has approved the Company’s Investigational Device Exemption (IDE) application permitting Check-Cap to begin a pivotal study of C-Scan in the U.S.
 

The FDA has granted the Company a Breakthrough Device Designation for C-Scan.
 

During the full year 2020, Check-Cap strengthened its balance sheet through aggregate gross proceeds of $25.9 million from a private placement, registered direct offerings and warrant exercise transaction. Subsequent to the end of the fourth quarter, during the first quarter of 2021, Check-Cap received aggregate gross proceeds of $19.2 million through warrants exercised by certain holders.
 

The Company continues to optimize C-Scan’s functionality and patient experience in preparation for the upcoming U.S. pivotal study expected to commence in late 2021, through additional clinical data collection at Israeli sites.
 
“We ended 2020 optimistically as we look forward to accomplishing our next significant milestone, the commencement of our U.S. pivotal study in late 2021,” said Alex Ovadia, Chief Executive Officer of Check-Cap. “The IDE approval granted by the FDA provides us with the opportunity to demonstrate the clinical efficacy of C-Scan in the U.S., and upon success, to potentially launch our product in the U.S. market,” Mr. Ovadia concluded.

Financial Results for the Fourth Quarter Ended December 31, 2020
 
Research and development expenses, net, were $2.8 million for the three months ended December 31, 2020 and three months ended December 31, 2019. 
 
General and administrative expenses were $1.1 million for the three months ended December 31, 2020, compared to $1.0 million for the same period in 2019. The increase is primarily due to a $0.05 million increase in professional services and $0.05 million increase in salaries and related expenses.
 
Operating loss was $3.9 million for the three months ended December 31, 2020, compared to an operating loss of $3.8 million for the same period in 2019.
 

Finance income, net was $24,000 for the three months ended December 31, 2020, compared to $19,000 for the same period in 2019.
 
Net loss was $3.9 million for the three months ended December 31, 2020, compared to $3.8 million for the same period in 2019.
 
Cash and cash equivalents, restricted cash and short-term bank deposits as of December 31, 2020 were $18.1 million as compared to $8.0 million as of December 31, 2019. Subsequent to the end of the fourth quarter, in the first quarter of 2021, certain existing warrant holders exercised warrants to purchase an aggregate 24,204,682 ordinary shares, which had been issued in 2020, at exercise prices ranging from $0.75-$0.80, which generated total gross proceeds of approximately $19.2 million to the Company.
 
The number of outstanding ordinary shares as of December 31, 2020 was 46,239,183. As of March 16, 2021, the number of outstanding ordinary shares was 70,448,422.
 
Financial Results for the Twelve Months Ended December 31, 2020
 
Research and development expenses, net, were $10.0 million for the twelve months ended December 31, 2020, compared to $10.5 million for the same period in 2019. The decrease is primarily due to (i) a decrease of approximately $0.7 million in clinical expenses mainly due to higher expenses for the pilot study in the U.S and post CE study in 2019 (ii) a decrease of approximately $0.4 million in other research and development expenses, (iii) a decrease of approximately $0.3 million in share-based compensation. The foregoing decrease was offset in part by an increase of approximately $0.8 million in salaries and related expenses mainly as a result of an expansion in head count and currency exchange rate fluctuation.  The decrease in research and development expenses, net between 2020 and 2019 also includes a $0.1 million decrease in grants received from the Israel Innovation Authority.
 
General and administrative expenses were $3.9 million for the twelve months ended December 31, 2020, compared to $3.6 million for the same period in 2019. The increase in general and administrative expenses is primarily due to a $0.2 million increase in salaries and related expenses, $0.1 million increase in share-based compensation expenses and $0.2 million increase in other general expenses, offset by a $0.2 million decrease in professional services expenses.
 
Operating loss was $13.9 million for the twelve months ended December 31, 2020, compared to $14.1 million in the same period in 2019.
 
Finance income, net, was $86,000 for the twelve months ended December 31, 2020, compared to $233,000 for the same period in 2019. The decrease in finance income, net is primarily due to a decrease of $176,000 of interest income of short-term deposits recorded for the year ended December 31, 2020, as compared to the year ended December 31, 2019.
 
Net loss was $13.8 million for the twelve months ended December 31, 2020 and for the twelve months ended December 31, 2019.
 

Net cash used in operating activities was $13.1 million for the twelve months ended December 31, 2020, compared to $12.8 million for the same period in 2019.
 
A copy of the Company’s annual report on Form 20-F for the year ended December 31, 2020 has been filed with the U.S. Securities and Exchange Commission at www.sec.gov and posted on the Company’s investor relations website at  http://ir.check-cap.com/home. The Company will deliver a hard copy of its annual report, including its complete audited consolidated financial statements, free of charge, to its shareholders upon request to Mira Rosenzweig, Chief Financial Officer, at mira.rosenzweig@check-cap.com.
 
About Check-Cap
 
Check-Cap is a clinical stage medical diagnostics company aiming to redefine colorectal cancer (CRC) screening through the introduction of C-Scan®, the first and only patient-friendly preparation-free screening test to detect polyps before they may transform into colorectal cancer to enable early intervention and cancer prevention. The Company’s disruptive capsule-based screening technology aims to significantly increase screening adherence worldwide and help millions of people to stay healthy through preventive CRC screening. C-Scan uses an ultra-low dose X-ray capsule, an integrated positioning, control and recording system, as well as proprietary software to generate a 3D map of the inner lining of the colon as it travels naturally along the gastrointestinal tract. C-Scan is non-invasive and requires no sedation. Unlike other capsule technologies, it requires no bowel preparation, allowing the patients to continue their daily routine with no interruption.  C-Scan is not intended to replace colonoscopy. A positive C-Scan result should be followed by colonoscopy.
 
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 "Forward-looking Statements" and "Risk Factors" in the Company's Annual Report on Form 20-F for the year ended December 31, 2020 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.
 


Investor Contacts
 
Irina Koffler 
LifeSci Advisors, LLC 
646.970.4681
ikoffler@lifesciadvisors.com
 
Meirav Gomeh-Bauer
LifeSci Advisors, LLC 
+972(0)-54-476-4979
Meirav@lifesciadvisors.com
 
Media Contact
 
Mónica Rouco Molina
Senior Account Executive
LifeSci Communications
mroucomolina@lifescicomms.com
 


CHECK CAP LTD.
CONSOLIDATED BALANCE SHEETS
 (U.S. dollars in thousands except share data)
 
   
December 31,
 
   
2 0 2 0
   
2 0 1 9
 
Assets
           
Current assets
           
Cash and cash equivalents
   
7,703
     
7,685
 
Restricted cash
   
350
     
350
 
Short-term bank deposit
   
10,079
     
-
 
Prepaid expenses and other current assets
   
285
     
400
 
Total current assets
   
18,417
     
8,435
 
                 
Non-current assets
               
Property and equipment, net
   
823
     
540
 
Operating leases
   
398
     
454
 
Total non-current assets
   
1,221
     
994
 
Total assets
   
19,638
     
9,429
 
                 
Liabilities and shareholders' equity
               
Current liabilities
               
Accounts payable and accruals
               
Trade
   
862
     
989
 
Other
   
345
     
490
 
Employees and payroll accruals
   
1,510
     
1,101
 
Operating lease liabilities
   
264
     
222
 
Total current liabilities
   
2,981
     
2,802
 
                 
Non-current liabilities
               
Royalties provision
   
154
     
182
 
Operating lease liabilities
   
125
     
211
 
Total non-current liabilities
   
279
     
393
 
                 
Shareholders' equity
               
Share capital, Ordinary shares, 2.4 NIS par value (360,000,000 and 90,000,000 authorized shares as
               
of December 31, 2020 and 2019, respectively; 46,239,183 and 8,272,908 shares issued and
               
outstanding as of December 31, 2020 and 2019, respectively)
   
31,646
     
5,407
 
Additional paid-in capital
   
75,715
     
77,964
 
Accumulated deficit
   
(90,983
)
   
(77,137
)
Total shareholders' equity
   
16,378
     
6,234
 
                 
Total liabilities and shareholders' equity
   
19,638
     
9,429
 



CHECK CAP LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
(U.S. dollars in thousands, except per share data)

   
Year ended
   
Three months ended
 
   
December 31,
   
December 31,
 
   
2020
   
2019
   
2020
   
2019
 
Research and development expenses, net
   
10,008
     
10,474
     
2,831
     
2,819
 
General and administrative expenses
   
3,924
     
3,595
     
1,102
     
1,028
 
Operating loss
   
13,932
     
14,069
     
3,933
     
3,847
 
                                 
Finance income, net
   
86
     
233
     
24
     
19
 
Loss before income tax
   
13,846
     
13,836
     
3,909
     
3,828
 
Net loss for the period
   
13,846
     
13,836
     
3,909
     
3,829
 
Other Comprehensive loss:
                               
Net loss
   
13,846
     
13,836
     
3,909
     
3,829
 
Change in fair value of cash flow hedge
   
-
     
(13
)
   
-
     
-
 
                                 
Comprehensive loss
   
13,846
     
13,823
     
3,909
     
3,829
 
Loss per share:
                               
Net loss per ordinary share basic and diluted
   
0.46
     
1.73
     
0.08
     
0.46
 
                                 
Weighted average number of ordinary shares outstanding - basic and diluted (in thousands)
   
30,351
     
7,986
     
46,236
     
8,270
 



CHECK-CAP LTD.
CONSOLIDATED  STATEMENTS OF CASH FLOWS
  (U.S. dollars in thousands)
 
   
Year ended
   
Three months ended
 
   
December 31,
   
December 31,
 
   
2020
   
2019
   
2020
   
2019
 
CASH FLOWS FROM OPERATING ACTIVITIES
                       
Net loss
   
(13,846
)
   
(13,836
)
   
(3,909
)
   
(3,829
)
Adjustments required to reconcile net loss to net cash used in operating activities:
                               
Depreciation
   
148
     
115
     
41
     
31
 
Share-based compensation
   
408
     
516
     
91
     
110
 
Financial expenses (income), net
   
7
     
40
     
34
     
85
 
Changes in assets and liabilities items:
                               
Decrease (increase) in prepaid and other current assets and non-current assets
   
106
     
(420
)
   
-
     
(383
)
Increase (decrease) in trade accounts payable, accruals and other current liabilities
   
(317
)
   
503
     
(22
)
   
399
 
Increase (decrease) in employees and payroll accruals
   
409
     
242
     
303
     
266
 
Decrease in royalties provision
   
(28
)
   
(3
)
   
(34
)
   
(10
)
Net cash used in operating activities
   
(13,113
)
   
(12,843
)
   
(3,496
)
   
(3,331
)
                                 
CASH FLOWS FROM INVESTING ACTIVITIES
                               
Purchase of property and equipment
   
(379
)
   
(167
)
   
(86
)
   
(36
)
Proceeds from (Investment in) short-term bank and other deposits
   
(10,072
)
   
5,612
     
4,931
     
3,939
 
Net cash provided by (used in) investing activities
   
(10,451
)
   
5,445
     
4,845
     
3,903
 
                                 
CASH FLOWS FROM FINANCING ACTIVITIES
                               
Exercise of warrants into ordinary shares
   
-
     
-
     
-
     
-
 
Issuance of ordinary shares and warrants in the warrant exercise transaction, net of issuance expenses
   
8,712
             
-
         
Issuance of ordinary shares in the private placement, net of issuance expenses
   
4,731
             
-
         
Issuance of ordinary shares in the registered direct offerings, net of issuance expenses
   
10,139
     
6,511
     
-
     
-
 
Net cash provided by financing activities
   
23,582
     
6,511
     
-
     
-
 
                                 
Net increase (decrease) in cash, cash equivalents and restricted cash
   
18
     
(887
)
   
1,349
     
572
 
Cash, cash equivalents and restricted cash at the beginning of the period
   
8,035
     
8,922
     
6,704
     
7,463
 
Cash, cash equivalents and restricted cash at the end of the period
   
8,053
     
8,035
     
8,053
     
8,035