Check-Cap Ltd. Files 6-K for Shareholder Meeting

TL;DR

Check-Cap Ltd. filed a 6-K for its shareholder meeting, rolling it into existing F-3/S-8 filings.

AI Summary

Check-Cap Ltd. filed a Form 6-K on September 12, 2025, to report on its Annual General Meeting of Shareholders. This filing is incorporated by reference into several of Check-Cap's existing registration statements on Form F-3 and Form S-8.

Why It Matters

This filing indicates ongoing corporate governance activities and is being integrated into existing SEC filings, suggesting continued operational and reporting compliance.

Risk Assessment

Risk Level: low — The filing is a routine report of a shareholder meeting and incorporation by reference, not indicating new financial distress or significant operational changes.

Key Players & Entities

• Check-Cap Ltd. (company) — Registrant
• September 12, 2025 (date) — Filing Date
• Form 6-K (document) — Filing Type
• Form F-3 (document) — Incorporated Registration Statement
• Form S-8 (document) — Incorporated Registration Statement

FAQ

Filing Documents

• ea0257177-6k_check.htm (6-K) — 21KB
• ea025717701ex99-1_check.htm (EX-99.1) — 32KB
• ea025717701ex99-2_check.htm (EX-99.2) — 710KB
• ea025717701ex99-3_check.htm (EX-99.3) — 27KB
• ex99-3_001.jpg (GRAPHIC) — 2KB
• ex99-3_002.jpg (GRAPHIC) — 1KB
• ex99-3_003.jpg (GRAPHIC) — 9KB
• ex99-3_004.jpg (GRAPHIC) — 4KB
• ex99-3_005.jpg (GRAPHIC) — 49KB
• ex99-3_006.jpg (GRAPHIC) — 10KB
• 0001213900-25-087248.txt ( ) — 896KB

From the Filing

OF FOREIGN PRIVATE ISSUER UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2025 Commission File Number: 001-36848 Check-Cap Ltd. (Exact Name of Registrant as Specified in Charter) Abba Hushi Avenue P.O. Box 1271 Isfiya, 30090 Mount Carmel, Israel (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F Form 40-F This Form 6-K is being incorporated by reference into Check-Cap Ltd.’s Registration Statements on Form F-3 (File No. 333-262401 ) and Form S-8 (File No. 333-203384 , 333-226490 and 333-259666 ) filed with the Securities and Exchange Commission, to be a part thereof from the date on which this Report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished. Annual General Meeting of Shareholders Check-Cap Ltd. (the “Company”, or “Check-Cap”) will hold an Annual General Meeting of Shareholders on Friday, October 17, 2025, at 10:00 a.m., Eastern Time, at Paul Hastings LLP, 200 Park Avenue, New York, NY 10166. A copy of the Notice of the Annual General Meeting of Shareholders, the Proxy herein by reference. Entry into a Material Definitive Agreement On September 12, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with MBody AI, a Nevada corporation (“MBody AI”), and CC Merger Sub Inc., a Nevada corporation and a direct, wholly owned subsidiary of Check-Cap (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub will merge with and into MBody AI, with MBody AI surviving as a wholly-owned subsidiary of Check-Cap (such transaction, the “Merger”). 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 global markets. The combined company will be renamed “MBody AI Ltd.” or a similar name. Check-Cap’s legacy business will continue its research and development activities as part of the combined company. The combined company will continue to hold Check-Cap’s legacy assets, consisting primarily of patents and proprietary medical equipment. The Merger is also expected to complement and create potential synergies with Check-Cap’s Ghost Kitchen franchise rights in New Jersey. 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. Upon consummation of the Merger, each holder of shares of MBody AI common stock will receive, for each share of MBody AI common stock, ordinary shares of Check-Cap. Following the closing of the Merger, current MBody AI equityholders will own 90% of the issued and outstanding ordinary shares of the combined company on a fully diluted basis, and current Check-Cap equityholders will own 10% of the issued and outstanding ordinary shares of the combined company on a fully diluted basis. conditions set forth in the Merger Agreement, MBody AI and Check-Cap expect that the Merger will be consummated in the fourth quarter of 2025. However, it is possible that factors outside the control of both companies could result in the Merger being consummated at a different time, or not at all. In connection with the closing of the Merger, the Business Combination Agreement, dated as of March 25, 2024, by and between Check-Cap and Apollo Technology Capital Corporation (formerly known as Nobul AI Corp.), a private Ontario corporation (“Apollo”), 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. 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. 1 The Merger Agreement contains customary representations, warranties and covenants made by the parties, including covenants relating to obtaining the requisite approvals of the security holders of Check-Cap, i

View Full Filing

View this 6-K filing on SEC EDGAR