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Form 6-K Check-Cap Ltd For: Jun 30

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August 5, 2021 8:41 AM EDT
Exhibit 99.1


Check-Cap Reports Second Quarter 2021 Financial Results and Corporate Update

ISFIYA, Israel, August 5, 2021 - Check-Cap Ltd. (the "Company" or "Check-Cap") (NASDAQ: CHEK), (NASDAQ: CHEKZ), a clinical stage medical diagnostics company advancing the development of C-Scan®, the first and only patient-friendly, preparation-free screening test to detect polyps before they may transform into colorectal cancer (CRC), today announced financial results and provided a corporate update for the second quarter and six months ended June 30, 2021.

Second Quarter and Recent Highlights:


 •
Strengthened balance sheet through gross proceeds of $35 million in a registered direct offering of ordinary shares and warrants, completed on July 2, 2021. The Company believes that it has sufficient capital to fund its ongoing operations and plans, including the U.S. pivotal study, until well into 2023.


•
The Company continues to expand its entire production process to meet its target manufacturing capacity, including expansion of the Company’s manufacturing space.  In addition, the remediation of the technical issues associated with a single source supplier has been mostly completed and the Company expects the supplier to return to normal operations in the coming weeks.

“Strengthening our entire production process with the expansion of our production capabilities ahead of the 2022 U.S. pivotal trial is the Company’s highest priority,” said Alex Ovadia, chief executive officer of Check-Cap. "We believe that the technical issues associated with the single source supplier are nearing full resolution and we are continuing to focus our efforts on the initiation of our pivotal trial.”
 
Mr. Ovadia added, "We recently strengthened our cash position with a $35 million financing completed in July 2021 and through a total of $19.2 million in proceeds from warrant exercises during the first quarter of 2021. We believe that we are well positioned to fund our ongoing clinical development of C-Scan®, including the Company’s U.S. pivotal study, and general corporate purposes, until well into 2023.”
 
Financial Results for the Second Quarter Ended June 30, 2021

Research and development expenses were $2.8 million for the three months ended June 30, 2021, compared to $2.1 million for the same period in 2020. The increase is primarily due to a $0.3 million increase in material and subcontractors’ expenses and a $0.3 million increase in salary and related expense.

General and administrative expenses were $1.1 million for the three months ended June 30, 2021, compared to $0.9 million for the same period in 2020. The increase is primarily due to a $0.2 million increase in other general expenses.

Operating loss was $3.9 million for the three months ended June 30, 2021, compared to $2.9 million for the same period in 2020.

Finance income was $5,000 for the three months ended June 30, 2021, compared to $61,000 for the same period in 2020.

Net loss was $3.9 million for the three months ended June 30, 2021, compared to $2.9 million for the same period in 2020.


Cash and cash equivalents, restricted cash and short-term bank deposits as of June 30, 2021 were $29.3 million, compared with $34.0 million as of March 31, 2021 and $18.1 million as of December 31, 2020.  During the first quarter of 2021, certain warrant holders exercised warrants to purchase an aggregate 24,204,682 ordinary shares, which had been issued in 2020, at exercise prices ranging from $0.75-$0.80, which generated total gross proceeds of approximately $19.2 million to the Company. On June 30, 2021, the Company entered into a definitive agreement for the purchase and sale of 25,925,926 of the Company's ordinary shares and accompanying short-term warrants to purchase up to an aggregate of 25,925,926 of the Company's ordinary shares in a registered direct offering. The registered direct offering, which was consummated on July 2, 2021, resulted in gross proceeds to the Company of $35.0 million or approximately $31.8 million net of offering expenses. The Company believes that it has sufficient capital to fund its ongoing operations and plans until well into 2023.

The number of outstanding ordinary shares as of June 30, 2021 was 70,473,641. On July 2, 2021, the Company completed a registered direct offering and issued 25,925,926 ordinary shares.  As of August 5, 2021, the number of the Company’s outstanding ordinary shares was 96,403,624.

Financial Results for the Six Months Ended June 30, 2021

Research and development expenses were $5.2 million for the six months ended June 30, 2021, compared to $4.5 million for the same period in 2020. The increase is primarily due to a $0.6 million increase in material and subcontractors’ expenses and a $0.5 million increase in salary and related expense, offset in part by a $0.3 million grant received from the Israel Innovation Authority, which amount is reduced from research and development expenses, and a $0.1 million decrease in other expenses.

General and administrative expenses were $2.3 million for the six months ended June 30, 2021, compared to $1.9 million for the same period in 2020. The increase is primarily due to a $0.1 million increase in professional services expenses and a $0.2 million increase in other general expenses.

Operating loss was $7.5 million for the six months ended June 30, 2021, compared to $6.4 million for the same period in 2020.

Finance expenses were $4,000 for the six months ended June 30, 2021, compared to finance income of $49,000 for the same period in 2020.

Net loss was $7.5 million for the six months ended June 30, 2021, compared to $6.3 million for the same period in 2020.

Net cash used in operating activities was $7.8 million for the six months ended June 30, 2021, compared to $6.4 million for the same period in 2020.

About Check-Cap

Check-Cap is a clinical stage medical diagnostics company aiming to redefine colorectal cancer (CRC) screening through the introduction of C-Scan®, the first and only patient-friendly preparation-free screening test to detect polyps before they may transform into colorectal cancer and enable early intervention and cancer prevention. The Company’s disruptive capsule-based screening technology aims to significantly increase screening adherence worldwide and help millions of people to stay healthy through preventive CRC screening. C-Scan uses an ultra-low dose X-ray capsule, an integrated positioning, control and recording system, as well as proprietary software to generate a 3D map of the inner lining of the colon as it travels naturally along the gastrointestinal tract. C-Scan is non-invasive and requires no sedation. Unlike other capsule technologies, it requires no bowel preparation, allowing the patients to continue their daily routine with no interruption. C-Scan is not intended to replace colonoscopy. A positive C-Scan result should be followed by colonoscopy.


Legal Notice Regarding Forward-Looking Statements

This press release contains "forward-looking statements." Words such as "may," "should," "could," "would," "predicts," "potential," "continue," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates," and similar expressions, as well as statements in future tense, often signify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results and may not be accurate indications of when such performance or results will be achieved. Forward-looking statements are based on information that the Company has when those statements are made or management's good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. For a discussion of these and other risks that could cause such differences and that may affect the realization of forward-looking statements, please refer to the "Forward-looking Statements" and "Risk Factors" in the Company's Annual Report on Form 20-F for the year ended December 31, 2020 and other filings with the Securities and Exchange Commission (SEC). Investors and security holders are urged to read these documents free of charge on the SEC's web site at http://www.sec.gov. The Company assumes no obligation to publicly update or revise its forward-looking statements as a result of new information, future events or otherwise.

Investor Contacts
Irina Koffler
LifeSci Advisors, LLC
646.970.4681

Meirav Gomeh-Bauer
LifeSci Advisors, LLC
+972(0)-54-476-4979


CHECK CAP LTD
CONSOLIDATED UNAUDITED BALANCE SHEETS
(U.S. dollars in thousands, except share and per share data)

   
June 30,
    
December 31,
  
   
2021
    
2020
  
Assets
            
Current assets
            
Cash and cash equivalents
    
10,089
      
7,703
  
Restricted cash
    
350
      
350
  
Short-term bank deposit
    
18,907
      
10,079
  
Prepaid expenses and other current assets
    
809
      
285
  
Total current assets
    
30,155
      
18,417
  
                 
Non-current assets
                
Property and equipment, net
    
1,014
      
823
  
Operating lease
    
1,147
      
398
  
Other non-current assets
    
291
      
-
  
Total non-current assets
    
2,452
      
1,221
  
Total assets
    
32,607
      
19,638
  
                 
Liabilities and shareholders' equity
                
Current liabilities
                
Accounts payable and accruals
                
Trade
    
922
      
862
  
Other
    
661
      
345
  
Employees and payroll accruals
    
1,448
      
1,510
  
Operating lease liabilities
    
321
      
264
  
Total current liabilities
    
3,352
      
2,981
  
                 
Non-current liabilities
                
Royalties provision
    
189
      
154
  
Operating lease liabilities
    
815
      
125
  
Total non-current liabilities
    
1,004
      
279
  
                 
Shareholders' equity
                
Share capital, Ordinary shares, 2.4 NIS par value (360,000,000 authorized shares as of June 30, 2021 and December
                
31, 2020; 70,473,641 and 46,239,183 shares issued and outstanding as of June 30, 2021 and December 31, 2020,
                
respectively)
    
49,767
      
31,646
  
Additional paid-in capital
    
76,951
      
75,715
  
Accumulated deficit
    
(98,467
)
    
(90,983
)
Total shareholders' equity
    
28,251
      
16,378
  
                 
Total liabilities and shareholders' equity
    
32,607
      
19,638
  



CHECK CAP LTD
CONSOLIDATED UNAUDITED STATEMENTS OF COMPREHENSIVE LOSS
(U.S. dollars in thousands, except share and per share data)

   
Six months ended June 30,
    
Three months ended June 30,
  
   
2021
    
2020
    
2021
    
2020
  
                         
Research and development expenses, net
    
5,187
      
4,513
      
2,781
      
2,051
  
General and administrative expenses
    
2,293
      
1,855
      
1,142
      
898
  
Operating loss
    
7,480
      
6,368
      
3,923
      
2,949
  
                                 
Finance Income (loss), net
    
(4
)
    
49
      
5
      
61
  
Loss before income tax
    
7,484
      
6,319
      
3,918
      
2,888
  
                                 
Net loss for the period
    
7,484
      
6,319
      
3,918
      
2,888
  
                                 
Loss per share:
                                
Net loss per ordinary share basic and diluted
    
0.11
      
0.38
      
0.06
      
0.12
  
                                 
Weighted average number of ordinary shares outstanding - basic and diluted
    
69,284,917
      
16,676,469
      
70,485,435
      
23,396,152
  


CHECK CAP LTD.
CONSOLIDATED UNAUDITED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(U.S. dollars in thousands, except share and per share data)

   
Number of
          
Additional
          
Total
  
   
Ordinary
          
paid-in
    
Accumulated
    
shareholders’
  
   
Shares
    
Amount
    
capital
    
deficit
    
equity
  
                               
Balance as of January 1, 2021
    
46,239,183
    
$
31,646
    
$
75,715
    
$
(90,983
)
  
$
16,378
  
Exercise of warrants, net of issuance expenses
                                        
an amount of $22
    
24,204,682
    
$
18,099
    
$
1,120
      
-
    
$
19,219
  
RSU’s vesting
    
24,395
    
$
18
    
$
(18
)
            
-
  
Share-based compensation
    
-
      
-
    
$
73
      
-
    
$
73
  
Net loss
    
-
      
-
      
-
      
(3,566
)
    
(3,566
)
Balance as of March 31, 2021
    
70,468,260
    
$
49,763
    
$
76,890
    
$
(94,549
)
  
$
32,104
  
RSU’s vesting
    
5,381
    
$
4
      
(4
)
            
-
  
Share-based compensation
    
-
      
-
    
$
65
            
$
65
  
Net loss
    
-
      
-
      
-
    
$
(3,918
)
  
$
(3,918
)
Balance as of June 30, 2021
    
70,473,641
    
$
49,767
    
$
76,951
    
$
(98,467
)
  
$
28,251
  
                                         
Balance as of January 1, 2020
    
8,272,908
    
$
5,407
    
$
77,964
    
$
(77,137
)
  
$
6,234
  
Issuance of ordinary shares in private
                                        
placement, net of issuance expenses in
                                        
an amount of approximately $30
    
2,720,178
    
$
1,894
    
$
2,837
      
-
    
$
4,731
  
RSU vesting
    
6,633
    
$
4
    
$
(4
)
            
-
  
Share-based compensation
    
-
      
-
    
$
123
      
-
    
$
123
  
Net loss
    
-
      
-
      
-
    
$
(3,431
)
  
$
(3,431
)
Balance as of March 31, 2020
    
10,999,719
    
$
7,305
    
$
80,920
    
$
(80,568
)
    
7,657
  
Issuance of ordinary shares and warrants
    
                                 
in the April – May 2020 Financings, net
                                        
of issuance expenses in an amount of
                                        
$1,361
    
19,166,670
    
$
13,039
    
$
(2,900
)
          
$
10,139
  
RSU’s vesting
    
6,554
    
$
4
    
$
(4
)
    
-
      
-
  
Share-based compensation
    
-
      
-
    
$
94
      
-
    
$
94
  
Net loss
    
-
      
-
      
-
    
$
(2,888
)
    
(2,888
)
Balance as of June 30, 2020
    
30,172,943
    
$
20,348
    
$
78,110
    
$
(83,456
)
  
$
15,002
  



CHECK-CAP LTD.
CONSOLIDATED UNAUDITED STATEMENTS OF CASH FLOWS
(U.S. dollars in thousands, except share and per share data)

   
Six months ended
  
   
June 30,
  
   
2021
    
2020
  
CASH FLOWS FROM OPERATING ACTIVITIES
            
Net loss
    
(7,484
)
    
(6,319
)
Adjustments required to reconcile net loss to net cash used in operating activities:
                
Depreciation
    
89
      
68
  
Share-based compensation
    
138
      
217
  
Financial income, net
    
(36
)
    
(14
)
Changes in assets and liabilities items:
                
Increase in prepaid and other current assets and non-current assets
    
(508
)
    
(100
)
Increase (decrease) in trade accounts payable, accruals and other current liabilities
    
27
      
(591
)
Increase (decrease) in employees and payroll accruals
    
(62
)
    
370
  
Increase (decrease) in royalties provision
    
35
      
(5
)
Net cash used in operating activities
    
(7,801
)
    
(6,374
)
                 
CASH FLOWS FROM INVESTING ACTIVITIES
                
Purchase of property and equipment
    
(218
)
    
(140
)
Investment in short-term bank and other deposits
    
(8,814
)
    
(7,651
)
Net cash provided by (used in) investing activities
    
(9,032
)
    
(7,791
)
                 
CASH FLOWS FROM FINANCING ACTIVITIES
                
Exercise of warrants into ordinary shares, net of issuance expenses
    
19,219
      
-
  
Issuance of ordinary shares in private placement, net of issuance expenses
    
-
      
4,731
  
Issuance of ordinary shares in the registered direct offerings, net of issuance expenses
    
-
      
10,139
  
Net cash provided by financing activities
    
19,219
      
14,870
  
                 
Net increase in cash, cash equivalents and restricted cash
    
2,386
      
705
  
Cash, cash equivalents and restricted cash at the beginning of the period
    
8,053
      
8,035
  
Cash, cash equivalents and restricted cash at the end of the period
    
10,439
      
8,740
  
                 
Supplemental disclosure of non-cash flow information:
                
Purchase of property and equipment included in accounts payable and accrued expenses
    
59
      
15
  
Financing fees included in other account payable and accruals
    
291
      
-
  
Assets acquired under operating leases
    
916
      
-
  
Supplemental disclosure of cash flow information
                



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