SEC Form 6-K filed by Check-Cap Ltd.

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 October 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and Exchange Commission, to be a part thereof from the date on which this Report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

This Form 6-K is being filed to provide several updates on the business of Check-Cap Ltd. (the “Company”).

Key Highlights

Corporate and Market Update

Following the announcement of the Company’s entry into an Agreement and Plan of Merger with MBody AI, a Nevada corporation, the Company experienced exceptional inbound engagement from the capital markets. Institutional investors and investment banks, numbering in the dozens, expressed strong and immediate interest in supporting the combined company’s growth strategy. Concurrently, the Company was one of the most active movers on Nasdaq, with the share price increasing by more than 300% and aggregate trading volumes reaching the hundreds of millions of dollars in the days following the announcement. This momentum reflects robust investor confidence in the merger and MBody AI’s continued, astonishing growth trajectory.

Nasdaq Compliance Update

Financing and Strategic Considerations

In response to the significant and constructive market interest in the merged MBody AI and Check-Cap company, the Board is actively evaluating potential financing opportunities to fortify the merged company’s capital position and accelerate execution of its growth strategy. No securities are being offered by this Form 6-K, and any potential financing would be conducted in compliance with applicable laws and regulations.

Merger and Growth Outlook

MBody AI continues to demonstrate strong operating momentum. The Company believes the combined platform is well-positioned to deliver market-leading capabilities, supported by substantial investor engagement and strategic optionality.

Annual General Meeting of Shareholders – Rescheduling Notice

To accommodate the exceptional level of investor engagement and to provide additional time to evaluate the aforementioned financing opportunities, the Company has determined to reschedule its Annual General Meeting (“AGM”) of Shareholders (originally scheduled for October 17, 2025). The recent U.S. government shutdown has also impacted timing and logistics. The Company expects to furnish a further Form 6-K announcing the updated AGM date, time and record date within the next few weeks.

Forward-Looking Statements

This Report on Form 6-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding potential financing transactions, the anticipated benefits of the proposed merger, market positioning, and timing of the rescheduled AGM. These forward-looking statements are based on current expectations and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described. For a discussion of these and other risks, please refer to the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to update forward-looking statements except as required by law.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.