6-K
Check-Cap Ltd (MBAI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16
OR 15d-16 UNDER THE SECURITIES EXCHANGE ACTOF 1934
For the month of November 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 of 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and Exchange Commission, to be a part thereof from the date on which this Report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
Other Information
Check-Cap Ltd. (the “Company”) is announcing the results of the Annual General Meeting of Shareholders (the “Meeting”) of the Company held on November 14, 2025. At the Meeting, the shareholders approved the following proposals by the requisite majority under the Israeli Companies Law 5759-1999:
| 1. | Proposal 1: to approve the merger (the “Merger”)<br> of CC Merger Sub Inc., a Nevada corporation and a direct, wholly owned subsidiary of Check-Cap (the “Merger Sub”),<br> with and into MBody AI Corp, a Nevada corporation (“MBody AI”), with MBody AI surviving and becoming a wholly-owned<br> subsidiary of Check-Cap after the Merger, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated<br> as of September 12, 2025, by and among MBody AI, the Merger Sub and Check-Cap to effect the Merger and other transactions described in<br> the Merger Agreement, including the issuance of ordinary shares of the Company, par value NIS 48.00 per share (the “ordinary shares”),<br> in connection with the Merger<br><br> <br><br><br> <br>98.01% of the votes cast at the Meeting voted<br> in favor of proposal 1, with 1.90% against and 0.09% withheld. |
|---|---|
| 2. | Proposal 2: to approve a reverse share split of<br> the Company’s ordinary shares within a range of 1 for 14 to 1 for 100, the exact ratio to be determined by further action of the<br> Company’s board of directors (the “Check-Cap Board” or the “Board of Directors”), to be effective<br> on a date to be determined by the Check-Cap Board and announced by the Company, and to amend the Company’s articles of association<br> (“Articles of Association”) to reflect any such reverse share split, if implemented<br><br> <br><br><br> <br>97.64% of the votes cast at the Meeting voted<br> in favor of proposal 2, with 2.32% against and 0.04% withheld. |
| --- | --- |
| 4. | Proposal 3a: Re-election of the appointment of<br> Mr. David Lontini to the Company’s board of directors as Active Chairman, to hold office ntil the next annual meeting of the shareholders<br> of the Company, or until earlier resignation or removal.<br><br> <br><br><br> <br>98.96% of the votes cast at the Meeting voted<br> in favor of proposal 3a, with 1.71% against and 0.23% withheld. |
| --- | --- |
| 5. | Proposal 3b: Re-election of the appointment of<br> Mr. Carlos Cheung to the Company’s board of directors, to hold office until the next annual meeting of the shareholders of the Company,<br> or until earlier resignation or removal.<br><br> <br><br><br> <br>97.92% of the votes cast at the Meeting voted<br> in favor of proposal 3b, with 1.71% against and 0.37 witheld. |
| --- | --- |
| 6. | Proposal 3c: Re-election of the appointment of<br> Mr. Michael Hutton to the Company’s board of directors, to hold office until the next annual meeting of the shareholders of the<br> Company, or until earlier resignation or removal.<br><br> <br><br><br> <br>98.01% of the votes cast at the Meeting voted<br> in favor of proposal 3c, with 1.66% against and 0.34% withheld. |
| --- | --- |
| 7. | Proposal 3d: Re-election of the appointment of<br> Mr. Daniel Kokiw to the Company’s board of directors, to hold office until the next annual meeting of the shareholders of the Company,<br> or until earlier resignation or removal.<br><br> <br><br><br> <br>97.96% of the votes cast at the Meeting voted<br> in favor of proposal 3d, with 1.71% against and 0.33% withheld. |
| --- | --- |
| 8. | Proposal 4: to approve the change of Check-Cap’s<br>name to “MBody AI Ltd.” or a similar name approved by the Israeli Registrar of Companies, effective as of the effective time<br>under the Merger Agreement and to amend the Articles of Association to reflect the name change.<br><br> <br><br><br> <br>97.83% of the votes cast at the Meeting voted<br> in favor of proposal 4, 2.01% against and 0.16% withheld. |
| --- | --- |
1
SIGNATURES
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.
| CHECK-CAPLTD. | |
|---|---|
| By: | /s/ David Lontini |
| Name: | David Lontini |
| Title: | Interim Chief Executive Officer |
Date: November 17, 2025
2
Exhibit 99.1
MBody AI ($CHEK) Secures98% Shareholder Approval to
Become Leading NasdaqEmbodied AI Company
Nasdaq-listed AI company gains overwhelmingshareholder support for its transformational
merger, positioning MBody AI ($CHEK) as a hardware-agnostic embodied intelligence leader
ready to scale enterprise automation.
FOR IMMEDIATE RELEASE
NEVADA, UNITED STATES and ISFIYA, ISRAEL – November 17, 2025 (Newsfile Corp) -
MBody AI Corp. (“MBody AI”) and Check-Cap Ltd. (NASDAQ: CHEK $CHEK) (“Check-Cap”) today announced that Check-Cap shareholders approved all merger-related proposals with more than 98% of votes cast in favor of the merger. This exceptional mandate accelerates Check-Cap’s transformation into one of Nasdaq’s only true embodied artificial intelligence companies. The merger is expected to close in the coming weeks, subject to customary conditions.
A Defining Moment for Embodied AI Adoption
U.S. enterprises are no longer tinkering with robotics pilots, they’re racing to roll out full-facility embodied-AI systems because the economics have flipped. The promise of significant, recurring cost savings, (combined with labor volatility, chronic staffing gaps, and compliance pressure) has made automation a strategic necessity, not an experiment.
MBody AI operates the MBody AI Orchestrator™, a hardware-agnostic, enterprise-scale AI platform that integrates and coordinates diverse robots and sensor systems; similar to how software became hardware-agnostic during the rise of cloud computing.
This platform-level approach enables clients to automate physical operations across hospitality, healthcare, logistics, retail, and data center environments with reduced risk, fast deployment, and measurable ROI.
Leadership Commentary
David Lontini, Chairman of Check-Cap, stated:
“A 98% approval rate is a rare and unmistakable mandate. Shareholders clearly understand the scale of the opportunity: this merger creates one of the only true embodied AI companies on Nasdaq at the precise moment enterprises are preparing to scale embodied AI across their operations.”
John Fowler, CEO of MBody AI, added:
“Embodied AI is entering its commercial breakout phase. Customers want a unified orchestration platform, not fragmented hardware solutions. Our AI-as-a-Service model enables enterprise-wide deployments with immediate and measurable gains in quality, speed, and operating efficiency.”
About MBody AI
MBody AI is a global market leader in embodied artificial intelligence, creating the autonomous workforce of the future. Its proprietary, hardware-agnostic MBody AI Orchestrator™ technology stack integrates robotic and sensor-based systems across industries, enabling human-like adaptability, situational awareness, and operational excellence at scale. MBody AI already powers Fortune 500 enterprises and blue-chip clients. Visit www.mbody.ai
About Check-Cap Ltd.
Check-Cap Ltd. (NASDAQ: CHEK) is an innovative technology company. Through its shareholder-approved merger with MBody AI, Check-Cap will transform into a publicly traded leader in embodied AI.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the U.S. Securities Act of 1933 and the Securities Exchange Act of 1934. Statements include expectations regarding the merger, growth potential, regulatory approvals, and market opportunities . Actual results may differ materially from those indicated, as a result of, among other factors, the satisfaction of closing conditions, the receipt of required regulatory and shareholder approvals, integration risks following the merger, changes in market demand, commercialization risks, competitive dynamics, macroeconomic conditions, and other risks and uncertainties described in the Company’s filings with the SEC, including the Form 6-K furnished on November 17, 2025. The companies undertake no obligation to update these statements except as required by law.
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#ArtificialIntelligence #Robotics #Nasdaq #HospitalityTech #Innovation #MBodyAI #CheckCap $CHEK