{"url_path":"/sec/mbai/10-k/2026/item-16g","section_key":"item-16g","section_title":"Item 16G Corporate Governance.**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1610590/0001213900-26-048090-index.html","accession_number":"0001213900-26-048090","cik":"0001610590","ticker":"MBAI","issuer_name":"Check-Cap Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1610590/0001213900-26-048090-index.html","primary_entity_key":"0001610590","primary_entity_name":"Check-Cap Ltd"},"word_count":1325,"has_tables":true,"body_markdown":"** **\n\n**Item\n16G. Corporate Governance.**\n\n \n\nUnder the Israeli Companies\nLaw, companies incorporated under the laws of the State of Israel whose shares are publicly traded, including companies with shares listed\non the Nasdaq Capital Market, are considered public companies under Israeli law and are required to comply with various corporate governance\nrequirements relating to such matters as external directors, the audit committee, the compensation committee and an internal auditor.\nThese requirements are in addition to the corporate governance requirements imposed by the Listing Rules of the Nasdaq Stock Market and\nother applicable provisions of U.S. securities laws to which we became subject (as a foreign private issuer) upon the closing of our initial\npublic offering and the listing of our securities on the Nasdaq Capital Market. Under the Listing Rules of the Nasdaq Stock Market, a\nforeign private issuer, such as us, may generally follow its home country rules of corporate governance in lieu of the comparable requirements\nof the Listing Rules of the Nasdaq Stock Market, except for certain matters including (among others) the composition and responsibilities\nof the audit committee and the independence of its members within the meaning of the rules and regulations of the U.S. Securities and\nExchange Commission. We currently rely on this “home country practice exemption” solely with respect to the following items:\n\n \n\n \n●\n*Nomination of our directors*. Israeli law and our amended articles of association do not require director nominations to be made by a nominating committee of our Board of Directors consisting solely of independent directors, as required under the Listing Rules of the Nasdaq Stock Market. Our Board of Directors elected to rely on the exemption available to foreign private issuers under the Nasdaq Listing Rules and follow Israeli law and practice with regard to the process of nominating directors, in accordance with which directors are recommended by the board of directors for election by the shareholders (other than directors elected by the board of directors to fill a vacancy). Our Board of Directors established a Nominating Committee, whose role is to select and recommend to the Board of Directors for selection, director nominees, while considering the appropriate size and composition of the Board of Directors, the requirements of applicable law regarding service as a member of our Board of Directors and the criteria for the selection of new members of the Board of Directors, and determined that our Nominating Committee need not be composed solely of independent directors (within the meaning of Nasdaq Listing Rules). However, our Nominating Committee currently consists solely of independent directors (within the meaning of Nasdaq Listing Rules).\n\n \n\n \n●\n*Compensation of officers*. We follow Israeli law and practice with respect to the approval of officer compensation. While our compensation committee currently complies with the provisions of the Nasdaq Listing Rules relating to composition requirements and Israeli law generally requires that the compensation of the chief executive officer and all other executive officers be approved, or recommended to the board for approval, by the compensation committee (and in certain instances, shareholder approval is required), Israeli law includes relief from compensation committee approval in certain instances. For details regarding the approvals required under the Israeli Companies Law and regulation promulgated thereunder for the approval of compensation of the chief executive officer, all other executive officers and directors, see Item 6C “Directors, Senior Management and Employees- Board Practices - Approval of Related Party Transactions under Israeli Law - Disclosure of Personal Interests of an Office Holder and Approval of Certain Transactions”.\n\n \n\n \n●\n*Shareholder approval.*We will seek shareholder approval for all corporate actions requiring such approval under the requirements of the Israeli Companies Law, rather than seeking approval for corporate actions in accordance with Nasdaq Listing Rule 5635. In particular, under the Nasdaq Listing Rule, shareholder approval is generally required for: (i) an acquisition of shares/assets of another company that involves the issuance of 20% or more of the acquirer’s shares or voting rights or if a director, officer or 5% shareholder has greater than a 5% interest (or such persons collectively have a 10% or greater interest) in the target company or the assets to be acquired or the consideration to be received and the present or potential issuance of ordinary shares, or securities convertible into or exercisable for ordinary shares, could result in an increase in outstanding common shares or voting power of 5% or more; (ii) the issuance of shares leading to a change of control; (iii) adoption/amendment of a stock option or purchase plan or other equity compensation arrangements, pursuant to which stock may be acquired by officers, directors, employees or consultants (with certain limited exception); and (iv) issuances of 20% or more of the shares or voting rights (including securities convertible into, or exercisable for, equity) of a listed company via a private placement (and/or via sales by directors/officers/5% shareholders) if such equity is issued (or sold) at below the greater of the book or market value of shares. We will seek shareholder approval for all actions requiring such under the Israeli Companies Law. Under the Israeli Companies Law, the adoption of, and material changes to, equity-based compensation plans generally require the approval of the board of directors. For details regarding the approvals required under the Israeli Companies Law for the approval of compensation of the chief executive officer, all other executive officers and directors, see Item 6C “Directors, Senior Management and Employees - Board Practices -Approval of Related Party Transactions under Israeli Law - Disclosure of Personal Interests of an Office Holder and Approval of Certain Transactions.” For details regarding the approvals required under the Israeli Companies Law for the approval of transactions with and compensation of controlling shareholders, see Item 6C “Directors, Senior Management and Employees - Board Practices - Approval of Related Party Transactions under Israeli Law - Disclosure of Personal Interests of Controlling Shareholders and Approval of Certain Transactions.” For details regarding the approvals required under the Israeli Companies Law for certain acquisitions of our shares and mergers, see Exhibit 2.1. “Description of Securities - Acquisitions under Israeli Law.”\n\n  \n\n130\n\n \n\n \n\n \n●\n*Quorum requirement.*Under our amended and restated articles of association and as permitted under the Israeli Companies Law, a quorum for any meeting of shareholders shall be the presence of at least two shareholders present in person, by proxy or by a written ballot, who hold at least 25% of the voting power of our shares (or if a higher percentage is required by law, such higher percentage) instead of 33 1/3% of the issued share capital required under the Nasdaq Listing Rules. If the meeting was adjourned for lack of a quorum, at the adjourned meeting, at least two shareholders present in person or by proxy shall constitute a quorum, unless the meeting of shareholders was convened at the demand of shareholders, in which case, the quorum shall be the presence of one or more shareholders holding at least 5% of our issued share capital and at least one percent of the voting power of our shares, or one or more shareholders with at least 5% of the voting power of our shares.\n\n \n\nExcept as stated above, we\ncurrently intend to comply with the rules generally applicable to U.S. domestic companies listed on Nasdaq. We may in the future decide\nto use the foreign private issuer exemption with respect to some or all of the other Nasdaq corporate governance rules. Following our\nhome country governance practices, as opposed to the requirements that would otherwise apply to a company listed on Nasdaq, may provide\nless protection than is accorded to investors under Nasdaq listing requirements applicable to domestic issuers. For more information,\nsee Item 3D “Key Information - Risk Factors Risks Related to the Company”- As a foreign private issuer, we are permitted,\nand intend, to follow certain home country corporate governance practices instead of otherwise applicable Nasdaq requirements, which may\nresult in less protection than is accorded to investors under rules applicable to domestic U.S. issuers.”"}