Business Context and Reporting Period
This Form 6-K filing by Check-Cap Ltd. covers the month of December 2025, with the report dated December 22, 2025. The filing discloses the entry into a material definitive agreement and the appointment of a new independent registered public accounting firm.
Key Financial Metrics
The filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures for the reporting period. The only quantifiable financial metric disclosed is a commitment fee of $450,000 paid in the form of 267,857 shares of common stock to the investor.
Material Changes and Agreements
- Equity Line of Credit: On December 17, 2025, the Company entered into a Purchase Agreement with ARC Group International Ltd. allowing the Company to sell up to $30 million of ordinary shares at its discretion over a 36-month term.
- Issuance Limits: Advances are capped at the lesser of 75% of the average daily trading volume over the preceding ten days or $5 million per request. The investor is restricted from owning more than 9.99% of outstanding stock, and total issuance under the agreement is capped at 19.99% without shareholder approval.
- Commitment Fee: The Company issued 267,857 shares valued at $450,000 as a fully earned commitment fee upon signing.
- Use of Proceeds: Net proceeds are intended for working capital and general corporate purposes.
Outlook, Risks, and Management Commentary
- Management Discretion: The Company retains sole discretion on whether, when, and in what amounts to sell shares, allowing it to avoid issuance during unfavorable market conditions or potential dilution.
- Termination Rights: The Company may terminate the agreement with five trading days' written notice, provided no advances are outstanding.
- Accounting Firm Change: On December 19, 2025, the Audit Committee appointed BCRG Group to replace RBSM LLP as the independent registered public accounting firm, effective immediately. BCRG will review interim statements for the six months ended June 30, 2025, and handle future audits.
- Regulatory Status: Securities issued under the agreement are unregistered and sold in reliance on Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D.
Investor Verification Checklist
- Verify the effective date of the registration statement required for the resale of shares under the Purchase Agreement.
- Confirm the current outstanding share count to assess the dilution impact of the 19.99% issuance cap.
- Review the Company's recent trading volume to estimate the maximum potential capital raise per advance request.
- Monitor the transition of audit responsibilities from RBSM LLP to BCRG Group for the interim period ended June 30, 2025.