Check-Cap Ltd. has entered into a purchase agreement with ARC Group International Ltd., allowing the company to direct the investor to purchase up to $30 million of its ordinary shares. The sale of these shares is being conducted as a private placement and is exempt from registration under the Securities Act, relying on Section 4(a)(2) and/or Rule 506(b) of Regulation D. The investor has represented that it is an accredited investor. Check-Cap retains full discretion over whether and when to sell shares under the agreement and intends to use any net proceeds for working capital and general corporate purposes. The company is required to file a registration statement for the resale of any shares issued, with sales contingent upon the statement becoming effective.