CUSIP
No.
M2361E203
1.
|
Names of Reporting Persons.
Mitchell P. Kopin
|
2.
|
Check the Appropriate Box
if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of
Organization
United States of America
|
Number of
Shares Beneficially
Owned by Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
701,201
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
576,201
|
9.
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
701,201 (see Item 4)
|
10.
|
Check if the Aggregate Amount
in Row (9) Excludes Certain Shares (See Instructions) ☐
|
11.
|
Percent of Class Represented
by Amount in Row (9)
8.7% (see Item 4)
|
12.
|
Type of Reporting Person
(See Instructions)
IN; HC
|
CUSIP
No.
M2361E203
1.
|
Names of Reporting Persons.
Daniel B. Asher
|
2.
|
Check the Appropriate Box
if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of
Organization
United States of America
|
Number of
Shares Beneficially
Owned by Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
701,201
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
576,201
|
9.
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
701,201 (see Item 4)
|
10.
|
Check if the Aggregate Amount
in Row (9) Excludes Certain Shares (See Instructions) ☐
|
11.
|
Percent of Class Represented
by Amount in Row (9)
8.7% (see Item 4)
|
12.
|
Type of Reporting Person
(See Instructions)
IN; HC
|
CUSIP
No.
M2361E203
1.
|
Names of Reporting Persons.
Intracoastal Capital LLC
|
2.
|
Check the Appropriate Box
if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of
Organization
Delaware
|
Number of
Shares Beneficially
Owned by Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
701,201
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
576,201
|
9.
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
701,201 (see Item 4)
|
10.
|
Check if the Aggregate Amount
in Row (9) Excludes Certain Shares (See Instructions) ☐
|
11.
|
Percent of Class Represented
by Amount in Row (9)
8.7% (see Item 4)
|
12.
|
Type of Reporting Person
(See Instructions)
OO
|
Item 1.
(a) Name of Issuer
Check-Cap Ltd.
(the
“
Issuer
”)
(b) Address of Issuer’s Principal Executive
Offices
Check-Cap Building
Abba Hushi Avenue
P.O. Box 1271
Isfiya, 30090
Mount Carmel,
Israel
Item 2.
(a) Name of Person Filing
(b) Address of Principal Business Office or, if none, Residence
(c) Citizenship
This Schedule 13G is being filed on behalf
of (i) Mitchell P. Kopin, an individual who is a citizen of the United States of America (“
Mr. Kopin
”), (ii)
Daniel B. Asher, an individual who is a citizen of the United States of America (“
Mr. Asher
”) and (iii) Intracoastal
Capital LLC, a Delaware limited liability company (“
Intracoastal
” and together with Mr. Kopin and Mr. Asher,
collectively the “
Reporting Persons
”).
The Reporting Persons have entered into
a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as
Exhibit 1
, pursuant to which the Reporting
Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange
Act of 1934, as amended.
The principal business office of Mr. Kopin
and Intracoastal is 245 Palm Trail, Delray Beach, Florida 33483.
The principal business office of Mr. Asher
is 111 W. Jackson Boulevard, Suite 2000, Chicago, Illinois 60604.
(d) Title of Class of Securities
Ordinary shares, par value NIS 2.40 per share, of the Issuer
(the “
Ordinary Shares
”).
(e) CUSIP Number
M2361E203
|
Item 3.
|
If this statement is filed pursuant to §§240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
|
Not applicable.
(a) and (b):
(i) Immediately
following the execution of the Securities Purchase Agreement with the Issuer on February 4, 2019 (the “
SPA
”)
(as disclosed in the Form 6-K filed by the Issuer with the Securities and Exchange Commission on February 4, 2019), each of the
Reporting Persons may have been deemed to have beneficial ownership of 591,640 Ordinary Shares, which consisted of (i) 591,500
Ordinary Shares to be issued to Intracoastal at the closing of the transaction contemplated by the SPA and (ii) 140 Ordinary Shares
issuable upon an exercise of a warrant to be issued to Intracoastal at the closing of the transaction contemplated by the SPA (“
Intracoastal
Warrant 1
”), and all such Ordinary Shares in the aggregate represent beneficial ownership of approximately 9.99% of the
Ordinary Shares, based on (1)
5,330,684
Ordinary Shares outstanding as of February
1, 2019 as reported by the Issuer, plus (2) 591,500 Ordinary Shares to be issued to Intracoastal at the closing of the transaction
contemplated by the SPA and (3) 140 Ordinary Shares issuable upon an exercise of Intracoastal Warrant 1. The foregoing excludes
(I) 484,356 Ordinary Shares issuable upon exercise of Intracoastal Warrant 1 because Intracoastal Warrant 1 contains a blocker
provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 1 to the extent (but only to
the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder’s affiliates,
and any other persons acting as a group together with the holder or any of the holder’s affiliates, of more than 9.99% of
the Ordinary Shares, (II) 377,492 Ordinary Shares issuable upon exercise of a second warrant to be issued to Intracoastal at the
closing of the transaction contemplated by the SPA (“
Intracoastal Warrant 2
”) because Intracoastal Warrant 2
contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 2 to the extent
(but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder’s
affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates, of more than
9.99% of the Ordinary Shares, (III) 241,364 Ordinary Shares issuable upon exercise of a warrant held by Intracoastal (“
Intracoastal
Warrant 3
”) because Intracoastal Warrant 3 contains a blocker provision under which the holder thereof does not have
the right to exercise Intracoastal Warrant 3 to the extent (but only to the extent) that such exercise would result in beneficial
ownership by the holder thereof, together with the holder’s affiliates, and any other persons acting as a group together
with the holder or any of the holder’s affiliates, of more than 4.99% of the Ordinary Shares. Without such blocker provisions,
each of the Reporting Persons may have been deemed to have beneficial ownership of 1,694,852 Ordinary Shares.
(ii) As
of the close of business on February 12, 2019, each of the Reporting Persons may have been deemed
to
have beneficial ownership of
701,201
Ordinary Shares, which consisted of (i) 216,705 Ordinary
Shares held by Intracoastal and (ii) 484,496 Ordinary Shares issuable upon exercise of Intracoastal Warrant 1
,
and all such
Ordinary Shares
represented beneficial ownership of approximately
8.7
%
of
Ordinary Shares
,
based on
(1)
5,330,684
Ordinary Shares outstanding as of February 1, 2019 as reported by the Issuer, plus (2) 1,881,500 Ordinary Shares in the aggregate
issued at the closing of the transaction contemplated by the SPA, (3) 377,492 Ordinary Shares issued to Intracoastal upon exercise
of Intracoastal Warrant 2 and (4)
484,496 Ordinary Shares issuable upon exercise of Intracoastal
Warrant 1.
The foregoing excludes 241,364 Ordinary Shares issuable upon exercise of Intracoastal Warrant 3 because Intracoastal
Warrant 3 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant
3 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together
with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s
affiliates, of more than 4.99% of the Ordinary Shares. Without such blocker provision, each of the Reporting Persons may have been
deemed to have beneficial ownership of 942,565 Ordinary Shares.
(c) Number of shares as to
which each Reporting Person has:
(i) Sole power to vote or to direct the vote:
0
.
(ii) Shared power to vote or to direct the vote:
701,201
.
(iii) Sole power to dispose or to direct the disposition
of
0
.
(iv) Shared power to dispose or to direct the disposition
of
576,201
.
|
Item 5.
|
Ownership of Five Percent or Less of a Class
|
Not applicable.
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
Not applicable.
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
|
Not applicable.
|
Item 8.
|
Identification and Classification of Members of the Group
|
Not applicable.
|
Item 9.
|
Notice of Dissolution of Group
|
Not applicable.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above
were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose
or effect, other than activities solely in connection with a nomination under §240.14a-11.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date:
February 12, 2019
|
/s/ Mitchell P. Kopin
|
|
Mitchell P. Kopin
|
|
|
|
|
/s/ Daniel B. Asher
|
|
Daniel B. Asher
|
|
|
|
|
|
|
|
Intracoastal Capital LLC
|
|
|
|
|
By:
|
/s/ Mitchell P. Kopin
|
|
|
Mitchell P. Kopin, Manager
|
Exhibit
1
JOINT
FILING AGREEMENT
The
undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned
and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without
the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein
and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to
the extent that he or it knows or has reason to believe that such information is inaccurate.
Date:
February 12, 2019
|
/s/ Mitchell P. Kopin
|
|
Mitchell P. Kopin
|
|
|
|
/s/ Daniel B. Asher
|
|
Daniel B. Asher
|
|
|
|
Intracoastal Capital LLC
|
|
|
|
By:
|
/s/ Mitchell P. Kopin
|
|
|
Mitchell P. Kopin, Manager
|