Business Context and Reporting Period
This Form 6-K filing by Check-Cap Ltd. (Check-Cap) covers the month of January 2026, with the report dated January 30, 2026. The primary purpose of the filing is to provide financial information regarding the proposed merger between Check-Cap and MBody AI Corp. (MBody AI). Shareholders approved the merger on November 14, 2025, under which MBody AI will become a wholly-owned subsidiary of Check-Cap.
Key Financial Metrics
The filing does not contain specific numerical values for Check-Cap's standalone revenue, profit, cash flow, margins, debt, or liquidity. Instead, it references the following financial documents attached as exhibits:
- Audited Financial Statements of MBody AI: As of December 31, 2024, and June 30, 2025, and for the periods from October 7, 2024, to December 31, 2024, and the six months ended June 30, 2025 (Exhibit 99.1).
- Unaudited Pro Forma Combined Financial Information: Condensed combined balance sheets as of December 31, 2024, and June 30, 2025, and statements of operations for the corresponding periods (Exhibit 99.2).
The filing explicitly states that the pro forma information does not necessarily reflect actual future results or historical results had the merger occurred earlier.
Material Changes
The material change disclosed is the progression of the merger transaction. Check-Cap and MBody AI are actively working toward closing the deal. No specific financial performance changes for Check-Cap are detailed in the text of this filing.
Guidance, Outlook, and Risks
Outlook and Timing: The companies expect to consummate the merger in the first half of 2026. However, the filing emphasizes that there is no assurance the merger will be completed within this timeframe or at all.
Conditions and Risks: Completion is subject to various conditions, including:
- Availability of sufficient capital to satisfy Nasdaq listing requirements.
- Completion of regulatory and exchange review processes.
- Integration risks.
- Customer concentration risks, including potential loss of key contracts.
- Ability to develop and commercialize new products.
The filing includes a standard cautionary statement regarding forward-looking statements, noting that actual results may differ materially due to these uncertainties.
Investor Verification Checklist
- Review Exhibit 99.1 for the specific audited financial results of MBody AI.
- Examine Exhibit 99.2 for the unaudited pro forma combined financial position and operations.
- Verify the status of capital availability required to meet Nasdaq listing requirements.
- Monitor regulatory and exchange review processes for potential delays.
- Assess the stability of MBody AI's key customer contracts given the disclosed concentration risks.