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NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
We cordially invite you to
attend the Annual General Meeting of Shareholders (the "Meeting") of Check-Cap Ltd. ("Check-Cap," the "Company,"
"we," "us" or "our") to be held on Friday, October 17, 2025, at 10:00 a.m., Eastern Time, at Paul
Hastings LLP, 200 Park Avenue, New York, NY 10166.
At the Meeting, you will be
asked to consider and vote on the following proposals:
In addition, at the Meeting,
representatives of management will be available to review and discuss with shareholders the Company's financial statements for the
year ended December 31, 2024.
We are not aware of any other
matters that will come before the Meeting. If any other matters properly come before the Meeting, the persons designated as proxies intend
to vote on such matters in accordance with the judgment and recommendation of the Check-Cap Board.
Background of the Meeting
2025, Check-Cap entered into the Merger Agreement, pursuant to which Merger Sub will merge with and into MBody AI, with MBody AI surviving
as a wholly-owned subsidiary of Check-Cap. Following the consummation of the Merger, Check-Cap will continue to conduct its legacy business
as part of the combined company. The combined company will change its name from "Check-Cap, Ltd." to "MBody AI Ltd."
or a similar name approved by the Israeli Registrar of Companies, effective as of the effective time under the Merger Agreement and continue
to be incorporated in Israel.
MBody AI is a market-leading
artificial intelligence company redefining the future of work through embodied AI. MBody AI is not building robots; it is engineering
the "brains of autonomy," a proprietary AI stack that powers intelligent systems capable of learning, adapting, and optimizing
in real time. From its initial focus in hospitality, MBody AI is positioned to expand across warehousing, office management, and healthcare.
These verticals represent trillions of dollars in addressable labor spend, and MBody AI is strategically placed to scale rapidly into
In connection with the Closing
of the Merger, the Business Combination Agreement, dated as of March 25, 2024, by and between Apollo Technology Capital Corporation (formerly
known as Nobul AI Corp.), a private Ontario corporation ("Apollo"), and Check-Cap (the "Apollo BCA") will be terminated
by mutual consent of the parties such that no termination fee will be due to Apollo or Check-Cap so long as Check-Cap continues to be
open to future integration with Apollo, given the time and efforts expended by Apollo on management and operations of Check-Cap following
the execution of the Apollo BCA. Upon the closing of the Merger, the loans made by Check-Cap to Apollo that are currently outstanding
will be converted into a 7.5% equity position in Apollo that will be owned by Check-Cap, and each of the related loan agreements between
Check-Cap and Apollo will be cancelled for no further consideration.
The Merger is also expected
to complement and create potential synergies with Check-Cap's Ghost Kitchen franchise rights in New Jersey, which were acquired
pursuant to an Asset Purchase Agreement entered into on September 5, 2025. The Company expects the combined company to leverage shared
technology, operational resources, and market relationships that will enable it to capitalize on the Ghost Kitchen franchise rights. In
addition, the Company may look to integrate Apollo and its affiliates into Check-Cap's business at a later date if it is deemed
to be in the best interests of the Company and its shareholders.
the Merger Agreement and Nasdaq Listing Rules, the transactions contemplated by the Merger are required to be approved by the Check-Cap
shareholders and accordingly, we are presenting the Merger Proposal for approval at the Meeting. At a meeting held on September 11, 2025,
the Check-Cap Board unanimously (i) determined that the Merger and the other transactions to which Check-Cap is a party, are fair to,
advisable and in the best interests of Check-Cap and its shareholders, (ii) approved and declared advisable the Merger Proposal, and (iii)
determined to recommend, upon the terms and subject to the conditions set forth in the Merger Agreement, that the Check-Cap shareholders
vote to approve the Merger and the transactions contemplated by the Merger Agreement.
You are entitled to notice
of, and to vote in person or by proxy at, the Meeting, if you are a holder of record of the ordinary shares as of the close of business
on September 16, 2025. You are also entitled to notice of the Meeting and to vote at the Meeting if you held ordinary shares through a
bank, broker or other nominee that is one of the Company's shareholders of record at the close of business on September 16, 2025,
or which appeared in the participant listing of a securities depository on that date. See below "How You Can Vote."
Change or Revocation of Proxy
If you are a shareholder of
record, you may change your vote at any time prior to the exercise of authority granted in the proxy by delivering a written notice of
revocation to the Company's Interim Chief Executive Officer, by granting a new proxy bearing a later date, or by voting again via
the Internet or your smartphone or tablet, or by attending the Meeting and voting in person. Attendance at the Meeting will not cause
your previously granted proxy to be revoked unless you specifically so request.
If your shares are held in
"street name," you may change your vote by submitting new voting instructions to your broker, bank, trustee or nominee or,
if you have obtained a legal proxy from your broker, bank, trustee or nominee giving you the right to vote your shares, by attending the
Meeting and voting in person.
The presence, in person or
by proxy, of two or more shareholders holding or representing, in the aggregate, at least twenty-five percent (25%) of the Company's
voting rights will constitute a quorum at the Meeting. No business will be considered or determined at the Meeting unless the requisite
quorum is present within half an hour from the time designated for the Meeting. If within half an hour from the time designated for the
Meeting a quorum is not present, the Meeting will stand adjourned to the day, time and place as the Chairman of the Meeting shall determine.
At least two shareholders present, in person or by proxy, will constitute a quorum at the adjourned meeting.
Abstentions and broker non-votes
will be counted towards the quorum. Broker non-votes occur for a particular proposal when brokers that hold their customers' shares
in street name sign and submit proxies for such shares (in which case they are considered present for purposes of determining presence
of a quorum at the Meeting) but do not have the discretionary authority to vote on such particular proposal. This occurs when brokers
have not received any voting instructions from their customers, in which case the brokers, as the holders of record, are permitted to
vote on "routine" matters, but not on non-routine matters. The proposals described in this Notice are non-routine matters
except for the Reverse Split Proposal; therefore, it is important that you vote your shares, either by proxy or in person at the Meeting.
Unsigned or unreturned proxies,
including those not returned by banks, brokers, or other record holders, will not be counted for quorum or voting purposes.
Vote Required for Approval of the Proposals
Your vote is very important,
regardless of the number of ordinary shares that you own. Each ordinary share entitles the holder to one vote.
the Merger Proposal: The affirmative vote of the holders of a majority of the ordinary shares represented at the Meeting,
in person or by proxy, and entitled to vote and voting on the matter, is required to approve the Merger Proposal, excluding abstentions
and broker non-votes and excluding any ordinary shares that are held by (i) MBody AI, Merger Sub or by any person holding directly or
indirectly 25% or more of the voting power or the right to appoint 25% or more of the directors of MBody AI or Merger Sub, (ii) a person
or entity acting on behalf of MBody AI, Merger Sub or a person or entity described in clause (i) above, or (iii) a family member
of an individual contemplated by either of clause (i) or (ii) above, or an entity controlled by MBody AI, Merger Sub or any of the foregoing
(each, a "Combined Company Affiliate"). Each shareholder voting on Proposal 1 is required to indicate on the
proxy card or, if voting in person at the Meeting, inform the Company prior to voting on the matter at the Meeting, whether or not the
shareholder is a Combined Company Affiliate. Otherwise, the shareholder's vote will not be counted for the purposes of the
The affirmative vote of the holders of a majority of the ordinary shares represented at the Meeting, in person or by proxy, and entitled
to vote and voting on the matter, is required to approve each of Proposals 2 and 4.
Director Election Proposal: Each Director Nominee shall be voted on separately. Each Director Nominee shall be elected by
the affirmative vote of the holders of the majority of the ordinary shares represented at the Meeting, in person or by proxy, entitled
to vote and voting on the matter.
In tabulating the voting results
for the proposals, shares that constitute broker non-votes and abstentions are not considered votes cast on the proposals, and will have
no effect on the vote. Unsigned or unreturned proxies, including those not returned by banks, brokers, or other record holders, will not
be counted for voting purposes. Therefore, it is important for a shareholder that holds ordinary shares through a bank or broker to instruct
its bank or broker how to vote its shares if the shareholder wants its shares to count towards the vote tally for the proposals.
Recommendation of the Board of Directors:
THE BOARD OF DIRECTORS
OF THE COMPANY RECOMMENDS THAT YOU VOTE "FOR" THE MERGER PROPOSAL, "FOR" THE REVERSE SPLIT PROPOSAL, "FOR"