Check-Cap Ltd. Enters into Purchase Agreement and Appoints New Auditor

Check-Cap Ltd. has entered into a purchase agreement with ARC Group International Ltd. allowing the company to sell up to $30 million of its ordinary shares to the investor. The company is not obligated to sell shares and can opt out if market conditions are unfavorable. The agreement includes provisions for registering the resale of shares and limits on daily sales to align with market liquidity. The purchase price may include a discount, and there are limitations on investor ownership and total shares issued without stockholder approval. As a commitment fee, Check-Cap issued 267,857 shares of common stock to the investor. The agreement has a 36-month term, and proceeds will be used for working capital and general corporate purposes. The securities issued are unregistered, relying on exemptions under the Securities Act. Additionally, Check-Cap Ltd. has appointed BCRG Group as its new independent registered public accounting firm, replacing RBSM LLP, effective December 19, 2025.