zk1516210.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-A
 
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
 
CHECK-CAP LTD.
(Exact name of registrant as specified in its charter)
     
Israel
 
Not Applicable
(State of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
Check-Cap Building
Abba Hushi Avenue
P.O. Box 1271
Isfiya, 30090
Mount Carmel, Israel
(Address of principal executive offices including zip code)
 
Securities to be registered pursuant to Section 12(b) of the Act:
     
Title of each class
to be so registered
 
Name of each exchange on which
each class is to be registered
   
Units, each consisting of one Ordinary Share, par value
NIS 0.20 per share, and one-half of a Series A Warrant
to purchase one Ordinary Share, par value NIS 0.20 per share
 
The NASDAQ Stock Market LLC
Ordinary Shares, par value NIS 0.20 per share
 
The NASDAQ Stock Market LLC
Series A Warrants to purchase Ordinary Shares, par value NIS 0.20 per share
 
The NASDAQ Stock Market LLC
 
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. x
 
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ¨
 
Securities Act registration statement file number to which this form relates: 333-201250
 
Securities to be registered pursuant to Section 12(g) of the Act: None

 
 

 
 
Item 1. Description of Registrant’s Securities to be Registered
 
The information required by this Item 1 is incorporated herein by reference to the information set forth under the caption “Description of Share Capital and Securities Offered Hereby” in the Registration Statement on Form F-1 (File No. 333-201250), as originally filed by the Registrant with the Securities and Exchange Commission on December 23, 2014 and as subsequently amended (the “Registration Statement”). Such information will also appear in the prospectus subsequently filed by the Registrant with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, and such prospectus is incorporated herein by reference.
 
Item 2. Exhibits
 
In accordance with the “Instructions as to Exhibits” with respect to Form 8-A, no exhibits are required to be filed as part of this registration statement because no other securities of the Registrant are registered on The NASDAQ Stock Market LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.
 
 
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SIGNATURE
 
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
 
 
CHECK-CAP LTD.
 
       
Date: February 11, 2015
By:
/s/ Guy Neev
 
   
Guy Neev
 
   
Chief Executive Officer
 
 
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