Business Context and Reporting Period
This Form 6-K filing by Check-Cap Ltd. (a foreign private issuer) covers the month of May 2026, with the report dated May 12, 2026. The filing primarily addresses the ongoing merger between Check-Cap Ltd. and MBody AI Corp., which was approved by shareholders on November 14, 2025. The transaction involves CC Merger Sub Inc. merging with MBody AI, with MBody AI surviving as a wholly-owned subsidiary of Check-Cap.
Key Financial Metrics
The filing does not provide specific numerical values for Check-Cap's standalone revenue, profit, cash flow, margins, debt, or liquidity in this text. Instead, it references the following financial documents attached as exhibits:
- Audited Financial Statements: MBody AI Corp. statements as of December 31, 2025, and for the year ended December 31, 2025 (Exhibit 99.1).
- Pro Forma Information: Unaudited pro forma condensed combined balance sheet as of December 31, 2025, and statements of operations for the year ended December 31, 2025 (Exhibit 99.2).
The filing explicitly states that the pro forma information does not necessarily reflect actual future results or what the combined entity's financial position would have been had the merger occurred in prior periods.
Material Changes
The primary material change is the progression of the merger with MBody AI Corp. The company is filing updated financial statements to further the transaction. No specific operational or financial changes for Check-Cap's standalone business are detailed in this text beyond the merger status.
Guidance, Outlook, and Risks
Outlook and Timing: Check-Cap and MBody AI expect to consummate the merger in the first half of 2026. However, the company notes there is no assurance the merger will be completed within this timeframe or at all.
Conditions and Risks: Completion is subject to various conditions and uncertainties, 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.
- General market conditions.
The filing includes a standard cautionary statement regarding forward-looking statements, noting that actual results may differ materially from expectations.
Investor Verification Checklist
- Verify the specific financial figures in the audited MBody AI statements (Exhibit 99.1) and the unaudited pro forma combined data (Exhibit 99.2) referenced in this filing.
- Confirm the current status of capital availability required to meet Nasdaq listing requirements for the post-merger entity.
- Monitor regulatory and exchange review processes for any delays that could impact the expected first-half 2026 closing timeline.
- Review the full Form 20-F filed on April 27, 2026, for a comprehensive list of risk factors and historical financial data.