2,738,472 Ordinary Shares Pre-Funded Warrants to Purchase 450,909 Ordinary Shares and Warrants to Purchase 3,189,381 Ordinary Shares Check-Cap Ltd. UNDERWRITING AGREEMENTUnderwriting Agreement • May 4th, 2018 • Check-Cap LTD • X-ray apparatus & tubes & related irradiation apparatus
Check-Cap Ltd., an Israeli corporation (the “Company”), proposes to issue and sell to H.C. Wainwright & Co., LLC (the “Underwriter”) (i) an aggregate of (a) 2,738,472 ordinary shares (the “Firm Shares”), par value NIS 2.40 per share, of the Company (the “Ordinary Shares”) and (b) 450,909 pre-funded warrants to purchase 450,909 Ordinary Shares at an exercise price of $0.01 per share (the “Pre-Funded Warrants”); and (ii) 3,189,381 Series C warrants to purchase 3,189,381 Ordinary Shares (the “Firm Warrants” and, collectively with the Firm Shares and the Pre-Funded Warrants, the “Firm Securities”). The amount and form of the Firm Securities to be purchased by the Underwriter is set forth opposite its name on Schedule I hereto. The Company also proposes to sell to the Underwriter, at the option of the Underwriter, up to an additional 478,407 Ordinary Shares (the “Option Shares”) and/or Series C warrants to purchase up to an aggregate of 478,407 Ordinary Shares (the “Option Warrants” and, to
