Business Context and Reporting Period
This Form 6-K filing by Check-Cap Ltd. (the "Company") covers the month of November 2025. The report details the results of the Annual General Meeting of Shareholders held on November 14, 2025. The Company is a foreign private issuer based in Isfiya, Israel.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance actions and shareholder voting results rather than financial performance data.
Material Changes and Corporate Actions
Shareholders approved several material proposals at the Annual General Meeting:
- Merger Approval: Shareholders approved the merger of CC Merger Sub Inc. with and into MBody AI Corp. MBody AI will survive as a wholly-owned subsidiary of Check-Cap. The merger involves the issuance of ordinary shares. Voting results: 98.01% in favor, 1.90% against, 0.09% withheld.
- Reverse Share Split: Shareholders authorized a reverse share split of ordinary shares within a range of 1-for-14 to 1-for-100. The exact ratio and effective date are to be determined by the Board of Directors. Voting results: 97.64% in favor, 2.32% against, 0.04% withheld.
- Name Change: Shareholders approved changing the Company's name to "MBody AI Ltd." or a similar name approved by the Israeli Registrar of Companies, effective upon the Merger. Voting results: 97.83% in favor, 2.01% against, 0.16% withheld.
- Board Re-elections: The following directors were re-elected:
- Mr. David Lontini (Active Chairman): 98.96% in favor.
- Mr. Carlos Cheung: 97.92% in favor.
- Mr. Michael Hutton: 98.01% in favor.
- Mr. Daniel Kokiw: 97.96% in favor.
Guidance, Outlook, and Risks
The filing does not contain specific financial guidance, management commentary on future outlook, or a discussion of risks and contingencies. The document serves as a notification of the successful shareholder approval of the Merger Agreement dated September 12, 2025, and related corporate restructuring actions.
Investor Verification Checklist
- Verify the exact reverse share split ratio and effective date once announced by the Board of Directors.
- Confirm the final approved name of the Company with the Israeli Registrar of Companies.
- Review the definitive Merger Agreement for details on share issuance and transaction terms.
- Monitor subsequent filings for the effective date of the merger and the name change.