Exhibit 99.2

CHECK-CAP LTD.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoint(s) William (Bill) Densel and Lior Torem, or either of them, attorneys or attorney of the undersigned, for and in the name(s) of the undersigned, with power of substitution and revocation in each to vote any and all ordinary shares, par value NIS 0.20 per share, of Check-Cap Ltd. (the "Company"), which the undersigned would be entitled to vote as fully as the undersigned could if personally present at the 2017 Annual General Meeting of Shareholders of the Company to be held on Thursday, June 22, 2017, at 4:00 p.m. (Israel time) at the offices of the Company, the Check-Cap Building, 29 Abba Hushi Avenue, P.O. Box 1271, Isfiya, 3009000, Israel, and at any adjournment or adjournments thereof, and hereby revoking any prior proxies to vote said shares, upon the following items of business more fully described in the Notice of and Proxy Statement for the 2017 Annual General Meeting of Shareholders (receipt of which is hereby acknowledged):

THIS PROXY WILL BE VOTED AS SPECIFIED ON THE REVERSE. IN THE ABSENCE OF SUCH SPECIFICATION, THE SHARES REPRESENTED BY THIS PROXY CARD WILL BE VOTED FOR THE ITEMS SET FORTH ON THE REVERSE. ON ANY OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE MEETING, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE JUDGMENT OF THE PERSONS NAMED ABOVE AS PROXIES.

VOTES CAST ON ITEMS 5, 6 AND 7 SET FORTH ON THE REVERSE WILL NOT BE COUNTED UNLESS "YES" OR "NO" HAS BEEN SPECIFIED AS TO WHETHER THE SHAREHOLDER HAS A PERSONAL INTEREST (AS DEFINED IN THE PROXY STATEMENT) WITH RESPECT TO SUCH PROPOSALS.

(Continued and to be signed on the reverse side)

2017 ANNUAL GENERAL MEETING OF SHAREHOLDERS OF

CHECK-CAP LTD.

JUNE 22, 2017

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Please sign, date and mail

your proxy card in the

envelope provided as soon

as possible.

¯ Please detach along perforated line and mail in the envelope provided. ¯

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE DIRECTORS NAMED IN ITEM 1 AND

EACH OF THE OTHER ITEMS SET FORTH BELOW. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED

ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒

1.	To elect six directors to serve as members of the Board of Directors of the Company, until the next annual general meeting of shareholders.

	FOR	AGAINST	ABSTAIN
Tomer Kariv	☐	☐	☐
Clara Ezed	☐	☐	☐
Dr. Mary Jo Gorman	☐	☐	☐
Steven Hanley	☐	☐	☐
XiangQian (XQ) Lin	☐	☐	☐
Yuval Yanai	☐	☐	☐

2.	To approve the remuneration to be paid to each of the non-employee directors of the Company, subject to their election at the Meeting.

	FOR	AGAINST	ABSTAIN
	☐	☐	☐

3.	To approve a one-time award of equity-based compensation, consisting of restricted stock units, to each of the Company's currently serving directors, subject to their reelection at the Meeting.

	FOR	AGAINST	ABSTAIN
	☐	☐	☐

4.	To approve a one-time award of options to Clara Ezed, subject to her election as a director at the Meeting.

	FOR	AGAINST	ABSTAIN
	☐	☐	☐

5.	To approve the award to the Chief Executive Officer of the Company, who currently also serves as a director, of a cash bonus for the year ended December 31, 2016.

	FOR	AGAINST	ABSTAIN
	☐	☐	☐

5A.	Do you have a "personal interest" (as defined in the Proxy Statement) with respect to the subject matter of Proposal 5? (Please note: if you do not mark either "YES" or "NO" your shares will not be voted on Proposal 5)

	YES	NO
	☐	☐

6.	To approve a one-time award of equity-based compensation, consisting of restricted stock units, to the Chief Executive Officer of the Company, who currently also serves as a director.

	FOR	AGAINST	ABSTAIN
	☐	☐	☐

6A.	Do you have a "personal interest" (as defined in the Proxy Statement) with respect to the subject matter of Proposal 6? (Please note: if you do not mark either "YES" or "NO" your shares will not be voted on Proposal 6)

7.	To approve an amended and restated Compensation Policy for Executive Officers and Directors.

	FOR	AGAINST	ABSTAIN
	☐	☐	☐

7A.	Do you have a "personal interest" (as defined in the Proxy Statement) with respect to the subject matter of Proposal 7? (Please note: if you do not mark either "YES" or "NO" your shares will not be voted on Proposal 7)

8.	To approve an amendment to the Articles of Association of the Company related to the service of external directors (within the meaning of Israeli law) on the Board of Directors of the Company.

	FOR	AGAINST	ABSTAIN
	☐	☐	☐

9.	To ratify and approve the reappointment of Brightman Almagor Zohar & Co., a member of Deloitte Touche Tohmatsu, as the independent auditor of the Company for the year ending December 31, 2017 and for such additional period until the next annual general meeting of the Company.

	FOR	AGAINST	ABSTAIN
	☐	☐	☐

To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. ☐

Signature of Shareholder _______ Date _____ Signature of Shareholder__________ Date _____

Note:

Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.