SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. )¹

Check-Cap Ltd.

(Name of Issuer)

Ordinary Shares, par value NIS 48.00

(Title of Class of Securities)

M2361E179

(CUSIP Number)

EQUITYLINE ALTERNATE ASSETS GP INC.

550 Highway 7 East, 338

Richmond Hill, Ontario L4B 3Z4

Kenneth Mantel

Olshan Frome Wolosky LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

April 1, 2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. M2361E179

	1	NAME OF REPORTING PERSON
			EquityLine Alternate Assets GP Inc.
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			WC
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			CANADA
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					762,724
PERSON WITH			9	SOLE DISPOSITIVE POWER
					- 0 -
			10	SHARED DISPOSITIVE POWER
					762,724
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			762,724
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			13.0%
	14	TYPE OF REPORTING PERSON
			CO

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CUSIP No. M2361E179

	1	NAME OF REPORTING PERSON
			Sergiy Shchavyelyev
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			OO
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			CANADA
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					762,724
PERSON WITH			9	SOLE DISPOSITIVE POWER
					- 0 -
			10	SHARED DISPOSITIVE POWER
					762,724
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			762,724
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			13.0%
	14	TYPE OF REPORTING PERSON
			IN

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CUSIP No. M2361E179

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

Item 1. Security and Issuer.

This statement relates to the Ordinary Shares, par value NIS 48.00 (the “Shares”), of Check-Cap Ltd., an Israeli corporation (the “Issuer”). The Issuer’s principal executive offices are located at Abba Hushi Avenue, P.O. Box 1271, Isfiya, 30090 Mount Carmel, Israel.

Item 2. Identity and Background.

(a)       This statement is filed by:

(i) EquityLine Alternate Assets GP Inc. (“EquityLine Alternate”), a corporation incorporated under the laws of the Province of Ontario, Canada, with respect to the Shares beneficially owned by it; and

(ii) Sergiy Shchavyelyev, as the sole director of EquityLine Alternate.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b)       The address of the principal office of each of EquityLine Alternate and Mr. Shchavyelyev is 550 Highway 7 East, 338, Richmond Hill, Ontario L4B 3Z4.

(c)       The principal business of EquityLine Alternate is investing in securities. The principal occupation of Mr. Shchavyelyev is serving as the Chief Executive Officer and Founder of the EquityLine Group of Companies.

(d)       No Reporting Person, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       No Reporting Person, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)       EquityLine Alternate is organized under the laws of the Province of Ontario, Canada. Mr. Shchavyelyev is a citizen of Canada.

Item 3. Source and Amount of Funds or Other Consideration.

EquityLine Alternate acquired the sole authority to vote or dispose of, or cause or direct the voting or disposition of, the Shares beneficially owned by EquityLine Alternate pursuant to the terms of the Coordination Agreement (as defined below). The material terms of the Coordination Agreement are described in Item 6 below.

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CUSIP No. M2361E179

Item 4. Purpose of Transaction.

The Reporting Persons believe that the Shares are undervalued and represent an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

The Reporting Persons have become increasingly concerned about the state of the affairs of the Issuer, including as a result of what seems to be a chaotic turnover in leadership, the announcement that the Issuer’s Independent Registered Public Accounting firm’s resigned due to certain control issues, the Issuer’s alarming cash-burn rate, and the Issuer’s recent announcement of its entry into a business combination agreement, dated as of March 25, 2024 (the “Merger Agreement”), with Nobul AI Corp. (“Nobul”), effectively providing for the sale of control of the Issuer. The Reporting Persons are troubled by terms of the Merger Agreement, including the large potential payout to Nobul if the Issuer’s shareholders do not approve the Merger Agreement and related transactions, and the process for the Issuer’s negotiation and entry into the Merger Agreement, considering, among other things, that Nobul appears to be a portfolio company of Symetryx Corporation (“Symetryx”), a Canadian venture company that is a significant shareholder of the Issuer, and ran a successful campaign resulting in the replacement of the entire Board of Directors of the Issuer (the “Board”) in December 2023.

The Reporting Persons are continuing to review the terms of the Merger Agreement and circumstances surrounding its negotiation and execution, and they intend to explore all potential actions they deem necessary to protect shareholder value at the Issuer.

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board, engaging in discussions with shareholders of the Issuer or other third parties about the Issuer and the Reporting Persons’ investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer’s financial and/or operational performance, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative instruments, or changing their intention with respect to any and all matters referred to in Item 4.

Item 5. Interest in Securities of the Issuer.

(a)       The aggregate percentage of Shares reported owned by each person named herein is based upon 5,850,687 Shares outstanding as of March 24, 2024, which is the total number of Shares outstanding as reported in Exhibit 99.1 to the Issuer’s Form 6-K filed with the Securities and Exchange Commission on March 28, 2024.

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CUSIP No. M2361E179

As of the date hereof, EquityLine Alternate beneficially owned 762,724 Shares, constituting approximately 13.0% of the Shares outstanding. Mr. Shchavyelyev, as the sole director of EquityLine Alternate and the sole owner of Velev Capital GP Inc., the controlling shareholder of EquityLine Alternate, may be deemed to beneficially own the 762,724 Shares owned by EquityLine Alternate, constituting approximately 13.0% of the Shares outstanding.

The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

(b)       Each of EquityLine Alternate and Mr. Shchavyelyev may be deemed to share the power to vote and dispose of the Shares held by EquityLine Alternate.

(c)       No Reporting Person has entered into any transactions in the securities of the Issuer during the past 60 days.

(d)       No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e)       Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On April 1, 2024, EquityLine Alternate entered into a coordination agreement (the “Coordination Agreement”) with certain shareholders of the Issuer set forth on the signature pages thereto (collectively, the “Investors” and each individually, an “Investor”), pursuant to which each Investor granted EquityLine Alternate the sole authority to vote or dispose of, or cause or direct the voting or disposition of, the Shares owned by such Investor (the “Subject Shares”) for the duration of the Coordination Agreement. Pursuant to the Coordination Agreement, EquityLine Alternate and each of the Investors agreed, among other things, that EquityLine Alternate is authorized to take any and all action that may be necessary or desirable to manage the Subject Shares or otherwise exercise the rights of the holders of the Subject Shares, and that the Investors are subject to certain restrictions regarding transactions in the Shares. Additionally, in connection with the Coordination Agreement, each of the Investors executed a proxy, in the form attached as Exhibit A to the Coordination Agreement, appointing EquityLine Alternate as the sole and exclusive attorney-in-fact and proxy of such Investor with full power to vote and dispose of the Subject Shares to the full extent of such Investor’s rights with respect to the Subject Shares.

The foregoing summary does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Coordination Agreement, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On April 1, 2024, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7. Material to be Filed as Exhibits.

99.1 Coordination Agreement, dated April 1, 2024.

99.2 Joint Filing Agreement, dated April 1, 2024.

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CUSIP No. M2361E179

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: April 1, 2024

EquityLine Alternate Assets GP Inc.
By:	/s/ Sergiy Shchavyelyev
	Name:	Sergiy Shchavyelyev
	Title:	Sole Director

/s/ Sergiy Shchavyelyev

Sergiy Shchavyelyev

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EX-99.1

Exhibit 99.1

THIS COORDINATION AGREEMENT, dated as of April 1, 2024 (this “Agreement”), is being entered into by and among EquityLine Alternate Assets GP Inc. (the “Investor”), on the one hand, and each of the undersigned shareholders (collectively, the “Shareholders”) of Check-Cap Ltd., an Israeli company (the “Company”). Each of the Investor and the Shareholders is referred to herein as a “Party” and, collectively, as the “Parties.”

NOW, THEREFORE, in consideration of the covenants and agreements set forth in this Agreement, and for other good and valuable consideration the receipt and sufficiency of which are acknowledged, and intending to be legally bound, the Parties agree as follows:

1.Voting and Dispositive Authority; Irrevocable Proxy.

(a)During the term of this Agreement, each Shareholder hereby (i) grants to the Investor the sole authority to vote or dispose of, or cause or direct the voting or disposition of, the Identified Shares and any other Common Shares (as defined below) such Shareholder acquires or is otherwise deemed to beneficially own on or after the date hereof (the “Additional Shares”; and together with the Identified Shares, the “Subject Shares”), (ii) authorizes Investor to take any and all action in connection therewith that may be necessary or desirable to manage the Subject Shares or otherwise exercise the rights of holders of Subject Shares, including, without limitation, complete and execute any document in relation to the Subject Shares, and demand and call for (or add agenda items to) any shareholder meeting(s) of the Company and take any and all actions related thereto (including, without limitation, the power to initiate and manage on behalf of the Shareholder any legal proceedings with respect thereto), and (iii) taking any other action of any type whatsoever in connection with the foregoing clauses (i) and (ii) that in the opinion of Investor, may be of benefit to, in the best interest of, or legally required by, the Shareholder, it being understood that the documents executed by Investor on behalf of the undersigned pursuant to this clause (iii) shall be in such form and shall contain such terms and conditions as Investor may approve in its discretion. So long as this Agreement is in effect, each Shareholder acknowledges and agrees that the Investor shall have sole voting and dispositive authority over the Subject Shares.

(b)Upon the Investor’s request, each Shareholder agrees to take any and all action that the Investor determines is necessary to insure that the Subject Shares are voted in accordance with the Investor’s direction under Section 1(a), including but not limited to the execution and delivery of one or more legal proxies from the broker or custodian holding such shares as nominee for the Shareholder. Each Shareholder further agrees, at the Investor’s request, to (i) provide written evidence to the Investor that the Subject Shares have been voted in accordance with the Investor’s direction and (ii) provide to the Investor with all information that the Investor determines is necessary or desirable in connection with the exercise of any power to demand and call for (or add agenda items to) any shareholder meeting(s) of the Company.

(c)In furtherance of the agreements contained in Section 1(a) and as security for such agreements, each Shareholder, on the date hereof, has validly executed and delivered an irrevocable proxy and power of attorney, substantially in the form attached hereto as Exhibit A (the “Proxy”). THE PROXY IS IRREVOCABLE DURING THE TERM OF THIS AGREEMENT AND COUPLED WITH AN INTEREST AND SHALL REVOKE ALL PRIOR PROXIES GRANTED BY THE SHAREHOLDER. The Shareholder shall not enter into any contract or other agreement with any person that violates or conflicts with or could reasonably be expected to violate or conflict with the provisions and agreements contained in this Agreement or the Proxy.

2.Transactions in the Securities.

(a)No Shareholder shall, directly or indirectly, undertake or effect any purchase or acquisition of any securities of the Company which he, she or it has, or would have, direct or indirect beneficial ownership, without the prior written consent of the Investor, which consent may be withheld for any or no reason. Notwithstanding any Shareholder’s compliance or failure to comply with the provisions of Section 2(a), to the extent any Shareholder acquires or is deemed to beneficially own Additional Shares after the date hereof, he, she or it hereby acknowledges and agrees that such Additional Shares shall be deemed “Subject Shares” subject to the terms and obligations hereunder, including, without limitation, the grant of the Proxy with respect to such Additional Shares as set forth in Section 1.

(b)Except as otherwise provided herein, no Shareholder shall, directly or indirectly, without the prior written consent of the Investor, which consent may be withheld for any or no reason, (i) grant any proxies or power of attorney or enter into any voting trust or other agreement or arrangement with respect to the voting of any Subject Shares, (ii) offer for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by testamentary disposition, operation of law or otherwise) (collectively, “Transfer”), or enter into any contract, option or other arrangement with respect to the Transfer of, any Subject Shares, or any interest therein, including, without limitation, any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction, collar transaction or any other similar transaction (including any option with respect to any such transaction) or combination of any such transactions, in each case, involving any Subject Shares, (iii) enter into any agreement, arrangement or understanding with, or determine to act in concert with, any person or entity in connection with the acquiring, holding, voting or disposition of securities of the Company or the solicitation of proxies from shareholders of the Company, or (iv) knowingly take any action that would have the effect of preventing or delaying such Shareholder from performing any of its obligations under this Agreement.

3.Filings and Public Communications.

(a) Each of the Shareholders acknowledges and consents to (i) the filing of any statements on Schedule 13D, and any amendments thereto, pursuant to the Exchange Act (as defined herein), by the Investor and its affiliates with respect to the Subject Shares, (ii) this Agreement and the Proxy being filed with the SEC (as defined herein) as an exhibit to any such Schedule 13D, and (iii) the filing of any additional documents or disclosures with the SEC with respect to the Company, the subject matter of this Agreement and the Proxy, the terms hereof and thereof and the Subject Shares, including press releases or other shareholder communications, as necessary or advisable under applicable law in the Investor’s sole discretion.

(b) Each of the undersigned acknowledges and agrees that he, she or it shall not make any SEC filing or issue any press release or other public communication with respect to the Company, the subject matter of this Agreement and the Proxy, the terms hereof and thereof and/or the Subject Shares, except at the direction of and as approved in advance by the Investor.

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4.Relationship of the Parties. The relationship of the parties hereto shall be limited to the grant of the Proxy and such other matters as specified in accordance with the terms of this Agreement. Nothing herein shall be construed to authorize any party to act as an agent for any other party (except with respect to the Proxy), or to create a joint venture or partnership, or to constitute an indemnification. Nothing herein shall restrict the Investor’s right to purchase or sell securities of the Company, as it deems appropriate, in its sole discretion, provided that all such transactions are made in compliance with all applicable securities laws.

5.Representations and Warranties.

(a) Each Shareholder hereby represents and warrants to the Investor, and the Investor hereby represents and warrants to each Shareholder, on the date hereof, as follows: (i) he, she or it has the requisite power and authority to enter into and perform his, her or its obligations under this Agreement and the Proxy and to consummate the transactions contemplated hereby and thereby; (ii) the execution, delivery and performance by such Party of this Agreement and the Proxy has been duly authorized by all requisite corporate or similar action and no other corporate or similar proceedings are necessary to authorize the execution, delivery and performance of this Agreement and the Proxy, as applicable; (iii) this Agreement and the Proxy have been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party enforceable against such Party in accordance with their terms; and (iv) the execution and the delivery of this Agreement and the Proxy by such Party and the performance of such Party’s respective obligations hereunder and thereunder will not (A) breach any law or order to which any of them is subject or any provision of the organizational documents of any of them; (B) breach any material contract, order, or permit to which any of them is a party or by which such Party is bound or to which any of their assets are subject (or result in the imposition of any encumbrance upon any of such Party’s assets); or (C) require any consent of any other person.

(b) Each of the Shareholders hereby represents and warrants to the Investor as of the date hereof that he, she or it does not hold, directly or indirectly, any Common Shares, or any other equity securities or derivative securities of the Company, and is not a party or subject to any contracts, agreements, understandings or arrangements with respect to any securities of the Company, except as indicated next to his, her or its name on Schedule A attached hereto (collectively, the “Identified Shares”). Each Shareholder hereby represents and warrants to the Investor that such Shareholder has not entered into any agreement, arrangement, or understanding with any person or entity in connection with the acquiring, holding, voting or disposition of securities of the Company (including, without limitation, any Common Shares and any derivative securities with respect to any Common Shares) or the solicitation of proxies from shareholders of the Company. Each of the Shareholders hereby covenants and agrees that he, she or it shall provide prompt written notice to the Investor (in no event later than two business days), if he, she or it becomes aware of any inaccuracy or error, or any change to his, her or its representations set forth in this Section 5(b).

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6.Termination. This Agreement shall automatically terminate 18 months from the date hereof, provided that (i) the Investor may terminate this Agreement in its entirety or solely with respect to a specified Shareholder’s rights and obligations hereunder by providing at least 61 days’ prior written notice to the applicable Shareholder(s), and (ii) any Shareholder may terminate this Agreement solely with respect to such Shareholder’s rights and obligations hereunder by providing at least 61 days’ prior written notice to the Investor; provided that, if prior to a termination under this clause (ii), Investor has submited any demand and call for (or add agenda items to) any shareholder meeting(s) of the Company, then the termination shall not become effective before the earlier of (x) 45 days thereafter and (y) the occurrence of such shareholder meeting. Notwithstanding the foregoing, this Section 6, and Sections 7 and 8, shall survive any termination of this Agreement.

7.Definitions. For purposes of this Agreement, the term (i) “beneficial ownership” shall have the meaning of such term set forth in Rule 13d-3 under the Exchange Act; (ii) “Common Shares” shall mean the ordinary shares of the Company; (iii) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended; and (iv) “SEC” shall mean the Securities and Exchange Commission

8.Miscellaneous.

(a)This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

(b)It is understood and agreed that no failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder.

(c) The Parties acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached and further agree that each Party shall be entitled to an injunction, specific performance and other equitable relief against any other Party to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which it is entitled at law or in equity, and shall not be required to provide any bond or other security in connection with any such order or injunction. Each Party further agrees that it will not oppose the granting of any such injunction, specific performance and other equitable relief on the basis that (i) any other Party has an adequate remedy at law or (ii) an award of an injunction, specific performance or other equitable relief is not an appropriate remedy for any reason at law or equity.

(d) If any term or provision of this Agreement is invalid or unenforceable, (i) the remaining terms and provisions hereof shall be unimpaired and shall remain in full force and effect and (ii) the invalid or unenforceable provision or term shall be replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term or provision.

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(e)Any legal action or proceeding arising out of the provisions of this Agreement or the parties’ investment in the Company shall be brought exclusively in the Courts of the Province of Ontario.

(f)The terms and provisions of this Agreement may not be modified, waived or amended without the written consent of each of the Parties; provided, however, that any amendment to Sections 1, 2, 6 and 7 shall not take effect until 61 days after such written consent.

(g) In connection with this Agreement and all transactions contemplated by this Agreement, each Shareholder agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be reasonably requested by Investor in order to effectuate, carry out and perform all of the terms, provisions and conditions of this Agreement and all such transactions.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written. 

THE INVESTOR: EquityLine Alternate Assets GP Inc.
By:	/s/ Sergiy Shchavyelyev
	Name:	Sergiy Shchavyelyev
	Title:	Sole Director

[Signature Page to the Coordination Agreement]

SHAREHOLDERS:

/s/ Matthew P. Ewing

Matthew P. Ewing

/s/ Yani Gledhill

Yani Gledhill

/s/ Aarthi Ramanthan

Aarthi Ramanthan

/s/ Vijay Ramanathan

Vijay Ramanathan on behalf of minor child Jayen Ramanathan

/s/ Vijay Ramanathan

Vijay Ramanathan on behalf of minor child Maya Ramanathan

/s/ Meenambal Ramanathan

Meenambal Ramanathan

/s/ Subha Szabla

Subha Szabla

/s/ Siva Ramanathan

Siva Ramanathan

[Signature Page to the Coordination Agreement]

/s/ Vijay Ramanathan

Vijay Ramanathan

Vijay Ramanathan Family Trust
By:	/s/ Vijay Ramanathan
	Name:	Vijay Ramanathan
	Title:	Trustee

By:	/s/ Siva Ramanathan
	Name:	Siva Ramanathan
	Title:	Trustee

By:	/s/ Meenambal Ramanathan
	Name:	Meenambal Ramanathan
	Title:	Trustee

/s/ Haythem Ramzi

Haythem Ramzi

/s/ Valentina Ramzi

Valentina Ramzi

/s/ Dean Van Adestine

Dean Van Adestine

Velev Capital Manager Inc.
By:	/s/ Sergiy Shchavyelyev
	Name:	Sergiy Shchavyelyev
	Title:	Chief Executive Officer

[Signature Page to the Coordination Agreement]

Schedule A

Shareholder	Shares	Address
Matthew P. Ewing	1,250	550 HWY 7 East, Suite 338, Richmond Hill, ON, L4B 3Z4
Yani Gledhill	2,500	21 Card Lumber Cres, Kleinburg, ON L4H 3N5
Aarthi Ramanthan	47,5001	20 Adelaide St E Suite 1105, Toronto, ON M5C 2T6
Jayen Ramanathan	40,000	20 Adelaide St E Suite 1105, Toronto, ON M5C 2T6
Maya Ramanathan	35,000	20 Adelaide St E Suite 1105, Toronto, ON M5C 2T6
Meenambal Ramanathan	67,0002	20 Adelaide St E Suite 1105, Toronto, ON M5C 2T6
Siva Ramanathan	27,5003	20 Adelaide St E Suite 1105, Toronto, ON M5C 2T6
Vijay Ramanathan	384,274	20 Adelaide St E Suite 1105, Toronto, ON M5C 2T6
Vijay Ramanathan Family Trust	5,000	20 Adelaide St E Suite 1105, Toronto, ON M5C 2T6
Haythem Ramzi	10,000	550 HWY 7 East, Suite 338, Richmond Hill, ON, L4B 3Z4
Valentina Ramzi	10,000	3600 Steeles Ave E, Markham, ON L3R 9Z7
Dean Van Adestine	5,000	505 Cityview Blvd., Unit 1, Vaughan, ON L4H 0L8
Velev Capital Manager Inc.	50,200	550 HWY 7 East, Suite 338, Richmond Hill, ON, L4B 3Z4
Subha Szabla	145,0004	20 Adelaide St E Suite 1105, Toronto, ON M5C 2T6

¹ Includes 12,500 Subject Shares owned jointly with Siva Ramanathan

² Includes 55,000 Subject Shares owned jointly with Subha Szabla

³ Includes 12,500 Subject Shares owned jointly with Aarthi Ramanathan

⁴ Includes 55,000 Subject Shares owned jointly with Meenambal Ramanathan

Exhibit A

IRREVOCABLE PROXY AND POWER OF ATTORNEY

The undersigned shareholder of Check-Cap Ltd., a company formed under the laws of the State of Israel (the “Company”) hereby irrevocably appoints and constitutes EquityLine Alternate Assets GP Inc. as the attorney and proxy of the undersigned (the “Investor”) with full power of delegation, substitution and resubstitution (the “Agent”) to the full extent of the undersigned’s rights with respect to (i) the Ordinary Shares of the Company held, directly or indirectly, by the undersigned, or any other equity securities or derivative securities of the Company so held on the date hereof (collectively, the “Identified Shares”) and (ii) any other Ordinary Shares the undersigned acquires or is otherwise deemed to beneficially own on after the date hereof (the “Additional Shares”; and together with the Identified Shares, the “Subject Shares”).

The undersigned hereby irrevocably authorize and grant power of attorney to the Agent in respect of any Subject Shares to exercise every right, power and authority with respect to the Subject Shares and, without derogating from the generality of the above, hereby irrevocably (i) grants to the Agent the sole authority to vote or dispose of, or cause or direct the voting or disposition of, the Subject Shares, (ii) for the sake of clarity, authorizes Agent to take any and all action in connection therewith that may be necessary or desirable to manage the Subject Shares or otherwise exercise the rights of holders of Subject Shares, including, without limitation, complete and execute any document in relation to the Subject Shares, and demand and call for (or add agenda items to) any shareholder meeting(s) of the Company and take any and all actions related thereto (including, without limitation, the power to initiate and manage on behalf of the undersigned any legal proceedings with respect thereto), and (iii) for the sake of clarity, taking any other action of any type whatsoever in connection with the foregoing clauses (i) and (ii) that in the opinion of Agent, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by Agent on behalf of the undersigned pursuant to this clause (iii) shall be in such form and shall contain such terms and conditions as Agent may approve in its discretion.

Upon execution of this irrevocable proxy and power of attorney (this “Proxy”), all prior proxies given by the undersigned with respect to any of the Subject Shares are hereby revoked and no subsequent proxies will be given with respect to any of the Subject Shares. The undersigned hereby further undertakes to cooperate with the Agent, and to sign, if so requested by the Agent any additional document and/or instrument which the Agent might, from time to time, consider necessary or desirable in order to perform this Proxy.

This Proxy is irrevocable and coupled with an interest and shall automatically terminate (at which time this Proxy shall automatically be revoked) when the Coordination Agreement, dated as of April 1, 2024, by and among the Investor, the undersigned and the other parties thereto (the “Agreement”) terminates as between the Investor and the undersigned in accordance with Section 6 thereof. The termination of this Proxy shall in no manner effect the validity of any action taken hereunder or of any agreement, document, instrument, affidavit or approval which has been signed or given as aforesaid prior to the termination hereof and in accordance herewith.

This Proxy shall be binding upon the heirs, successors and assigns of the undersigned (including any transfers of any of the Subject Shares).

[Remainder of Page Intentionally Left Blank]

Date: April 1, 2024

[SHAREHOLDER].
By:
	Name:
	Title:

[Signature Page - Irrevocable Proxy and Power of Attorney - Check-Cap Ltd.]

EX-99.2

Exhibit 99.2

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the Ordinary Shares, par value NIS 48.00, of Check-Cap Ltd. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated: April 1, 2024

EquityLine Alternate Assets GP Inc.
By:	/s/ Sergiy Shchavyelyev
	Name:	Sergiy Shchavyelyev
	Title:	Sole Director

/s/ Sergiy Shchavyelyev

Sergiy Shchavyelyev