{"url_path":"/sec/mbai/10-k/2026/item-7","section_key":"item-7","section_title":"Item 7 Major Shareholders","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":1498,"has_tables":true,"body_markdown":"** **\n\n**Item 7. Major Shareholders\nand Related Party Transactions**\n\n** **\n\n**A. Major shareholders**\n\n \n\nThe following table sets\nforth certain information regarding the beneficial ownership of our outstanding ordinary shares as of March 1, 2026, by each person who\nwe know beneficially owns 5.0% or more of the outstanding ordinary shares. Each of our shareholders has identical voting rights with respect\nto its shares. All of the information with respect to beneficial ownership of the ordinary shares is given to the best of our knowledge.\n\n \n\nThe percentage of beneficial\nownership of our ordinary shares is based on 7,020,502 ordinary shares, NIS 48.00 par value per share, outstanding as of January 31, 2026.\nBeneficial ownership is determined in accordance with the rules of the SEC and generally includes voting power or investment power with\nrespect to securities. All ordinary shares subject to options and warrants that are currently exercisable or exercisable within 60 days\nof March 1, 2026, and underlying RSUs that are scheduled to vest within 60 days of March 1, 2026, are deemed to be outstanding and beneficially\nowned by the shareholder holding such options, warrants or RSUs for the purpose of computing the number of shares beneficially owned by\nsuch shareholder. Such shares are also deemed outstanding for purposes of computing the percentage ownership of the person holding the\noption, warrant or RSU. They are not, however, deemed to be outstanding and beneficially owned for the purpose of computing the percentage\nownership of any other shareholder.\n\n \n\n102\n\n \n\n \n\nExcept as indicated in footnotes\nto this table, we believe that the shareholders named in this table have sole voting and investment power with respect to all shares shown\nto be beneficially owned by them, based on information provided to us by such shareholders. Unless otherwise noted below, each shareholder’s\naddress is: c/o 29 Abba Hushi Avenue, P.O. Box 1271, Isfiya, 3009000, Mount Carmel, Israel.\n\n \n\n  \nOrdinary Shares\nBeneficially Owned \n\n  \nNumber  \nPercent \n\n5% or Greater Shareholders \n   \n  \n\nVijay Ramanathan (1) \n 360,000  \n 5.1%\n\nSymetryx Corporation (2) \n 338,626  \n 4.8%\n\nEquityLine Alternate Assets GP Inc.(3) \n 762,724  \n 10.9%\n\nParea LLC \n 1,169,596  \n 16.7%\n\nDirectors and Executive Officers \n    \n   \n\nAlan Lewis \n -  \n - \n\nDavid Lontini \n -  \n - \n\nCarlos Cheung \n -  \n - \n\nMichael Hutton \n -  \n - \n\nDaniel Kokiw \n -  \n - \n\n  \n    \n   \n\nAll directors and executive officers as a group (5 persons) \n -  \n - \n\n \n\n(1)\nBased solely upon, and qualified in its entirety with reference to, Schedule 13G filed with the SEC on December 18, 2023. The address of the reporting person is 20 Adelaide St E, Suite 1105, Toronto, ON M5C 2T6, Canada.\n\n  \n\n(2)\nBased solely upon, and qualified in its entirety with reference to, Schedule 13D filed with the SEC on September 29, 2023, as amended on October 30, 2023 and November 14, 2023. The address of the reporting person is 2828 Bathurst Street, Suite 400, Toronto, Canada M6B3A7.\n\n \n\n(3)\nBased solely upon, and qualified in its entirety with reference to, Schedule 13D/A filed with the SEC on April 1, 2024, as amended on April 8, 2024. Sergiy Shchavyelyev, as the sole director of EquityLine Alternate Assets GP Inc., may be deemed to beneficially own the 762,724 Shares owned by EquityLine Alternate Assets GP Inc. The address of the reporting person is 550 Highway 7 East, 338 Richmond Hill, Ontario L4B 3Z4.\n\n \n\nAs of March 1, 2026,\nbased on information provided to us by our transfer agent in the United States and other information reasonably available to us, we had\n77 holders of record of our ordinary shares in the United States.\n\n \n\nNone of our shareholders\nhave voting rights different from the voting rights of other shareholders. To the best of our knowledge, we are not owned or controlled,\ndirectly or indirectly, by another corporation or by any government. We are not aware of any arrangement that may, at a subsequent date,\nresult in a change of control of our company.\n\n \n\nTo our knowledge, other than\nas disclosed in the table above, our other filings with the SEC and this Annual Report, there has been no significant change in the percentage\nownership held by any major shareholder since January 1, 2022.\n\n \n\n103\n\n \n\n** **\n\n**B. Related Party Transactions**\n\n \n\nOther than the executive\nand director compensation, executive officer employment agreements, indemnification and exculpation arrangements and directors’\nand officers’ liability insurance policy discussed in “Management,” and the transactions described below, since January 1,\n2021, we have not been or are not a party to any related party transactions. The descriptions provided below are summaries of the terms\nof such agreements, do not purport to be complete and are qualified in their entirety by the complete agreements. In addition, we note\nthat certain shareholders of Check-Cap are also shareholders of Apollo.\n\n** **\n\n**Pontifax Warrants**\n\n \n\nOn October 14, 2014, we issued\nwarrants to purchase an aggregate of 924 of our ordinary shares at an exercise price of NIS 48 per share, or the Pontifax Warrants, to\nthe Pontifax Funds in consideration of their commitment to provide to us, for no consideration, the following services, if and to the\nextent requested by us: (i) business development services, in such scope and substance as shall be agreed between us and the Pontifax;\nand (ii) a representative designated by Pontifax to serve as the Chairman of our Board of Directors. The Pontifax Funds subsequently agreed\nthat the exercise price of fifty-percent of their warrants will increase to equal the price at which our ordinary shares are sold to the\npublic in the initial public offering of our securities, or if units are sold in the initial public offering of our securities, the exercise\nprice per share will increase to be equal to the effective price per share of the ordinary shares underlying the units sold to the public\nin the offering. The Pontifax Funds also agreed that such portion of their warrants would vest and become exercisable only upon the consummation\nof the initial public offering of our securities prior to their expiration date. The remaining warrants with an NIS 48 exercise price\nwould vest on a quarterly basis in eight equal installments during a period of 24 months from issuance. In addition, the Pontifax Funds\nagreed to reduce the term of their respective warrants such that these warrants will now expire after eight years (instead of ten years)\nfollowing their issuance, i.e., on October 14, 2022. Upon the closing of our initial public offering any unvested portion of the warrants\nbecame fully vested and exercisable. In September 2018, Pontifax exercised 462 of the Pontifax Warrants, with an exercise price of 48\nper share, into 376 ordinary shares on a cashless basis. On October 14, 2022, the remaining Pontifax Warrants to purchase 462 ordinary\nshares, with an exercise price of $1,214.4 per share, expired.\n\n**  **\n\n**Transactions with Check-Cap LLC and the Members and Manager of Check-Cap\nLLC**\n\n \n\nOn May 31, 2009, we\nentered into an asset transfer agreement with Check-Cap LLC pursuant to which Check-Cap LLC transferred all of its business operations\nand substantially all of its assets to us. Our shareholders’ holdings on the date of the asset transfer transaction reflected their\ninterests as members of Check-Cap LLC. In the framework of the asset transfer agreement and under the Shareholders Agreement, we undertook\nto use commercially reasonable efforts to procure that distributions or advance funds are made to our shareholders holding (at the date\nof the transaction) ordinary shares, Series A preferred shares and/or Series B preferred shares (i.e., the shareholders who are also members\nof Check-Cap LLC), as would be necessary to eliminate the tax impact on such shareholders of the Reorganization and the transfer of all\nof the business operations and substantially all of the assets from Check-Cap LLC to us. Notwithstanding the foregoing, we will not advance\npayments to such shareholders to address the fact that they will no longer receive a “pass through” of losses generated by\nus as they previously received while owning units of Check-Cap LLC. These advances, if and to the extent made, will be deducted from any\ndistributions such shareholders are entitled to receive from us. Since we do not expect to be profitable in year 2025, the liability based\non the discounted outflows is $0. As a result, as of December 31, 2025, the balance of the reimbursement liability totaled $0 ($0\nas of December 31, 2024 and $0 as of December 31, 2023).\n\n \n\nIn connection with the asset\ntransfer agreement entered into in May 2009, we assumed the former obligation of Check-Cap LLC to distribute any proceeds it collects\non the $1 million key man life insurance policy with respect to Yoav Kimchy, the Company’s chief technology officer and a former\ndirector, to the former holders of the Series A preferred units in an amount equal to their respective capital contributed to Check-Cap\nLLC, less any amounts previously distributed to them, plus any accrued and unpaid dividends due to them as of the date of distribution.\nOn November 16, 2016, we cancelled the key man life insurance policy with respect to Yoav Kimchy.\n\n \n\n104\n\n \n\n \n\n**C. Interests of Experts and Counsel**\n\n \n\nNot applicable."}