Check-Cap (NASDAQ: MBAI) lines up independent board for MBody AI deal

Rhea-AI Filing Summary

Check-Cap Ltd. (MBAI) reports board and committee arrangements in connection with its previously approved merger with MBody AI Corp. The company reiterates that an Agreement and Plan of Merger was entered on September 12, 2025, and that shareholders approved the merger on November 14, 2025.

The board has determined that Ghaleb El Masri, Anurag Sharma, Kai Sorensen, and Scott Walters are independent under Nasdaq Rule 5605(a)(2). Upon, and contingent on, the closing of the merger, these directors are expected to form the Audit, Compensation, and Nominating Committees. The company also notes that a registration statement related to its securities has been filed with the SEC but is not yet effective, and emphasizes related forward-looking statement risks, including the possibility that the merger may not close as anticipated.

Filing Explained

The filing fixes proposed committee membership, but those governance changes take effect only when the approved merger closes.

The company specifies the committee rosters that would take effect if the merger closes: Kai Sorensen, Ghaleb El Masri, and Scott Walters on Audit; Anurag Sharma, Ghaleb El Masri, and Scott Walters on Compensation; and Anurag Sharma, Kai Sorensen, and Scott Walters on Nominating.

The report is also incorporated by reference into the listed Form S-8 registration statements as of August 19, 2026, unless later filings supersede it.

Key Figures

Merger agreement date: September 12, 2025 Shareholder approval date: November 14, 2025 Form reference: Form F-3 +1 more

4 metrics

Merger agreement date September 12, 2025 Date Check-Cap entered the Agreement and Plan of Merger with MBody AI

Shareholder approval date November 14, 2025 Date shareholders approved the Merger Agreement and the merger

Form reference Form F-3 Company cites eligibility requirements and baby shelf instructions as a risk factor

Report signature date August 19, 2026 Date the Form 6-K was signed by the Interim Chief Executive Officer

Key Terms

Agreement and Plan of Merger, independent, Audit Committee, registration statement, +2 more

6 terms

Agreement and Plan of Merger regulatory

"entered into an Agreement and Plan of Merger (the “Merger Agreement”)"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

independent regulatory

"determined that each of Messrs. ... are “independent” pursuant to Rule 5605(a)(2)"

Audit Committee financial

"Effective upon the closing of the Merger, the committees of the Board are expected to constitute as follows Audit Committee"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

registration statement regulatory

"A registration statement relating to securities of the Company has been filed with the SEC"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

forward-looking statements regulatory

"This Report on Form 6-K contains forward-looking statements within the meaning"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

baby shelf instructions regulatory

"the Company’s ability to satisfy the eligibility requirements for Form F-3 (including the baby shelf instructions)"

FAQ

What merger involving Check-Cap Ltd. (MBAI) is described in this Form 6-K?

Check-Cap Ltd. describes its planned merger with MBody AI Corp., governed by an Agreement and Plan of Merger signed on September 12, 2025. Shareholders approved the merger on November 14, 2025, and completion remains subject to closing conditions and risks.

How will Check-Cap (MBAI) structure its board committees after the MBody AI merger closes?

Upon closing the merger, Check-Cap expects independent directors to form three committees: an Audit Committee (Sorensen, El Masri, Walters), a Compensation Committee (Sharma, El Masri, Walters), and a Nominating Committee (Sharma, Sorensen, Walters). These appointments are contingent on the merger closing.

Which directors of Check-Cap (MBAI) have been determined independent under Nasdaq rules?

The board has determined that Ghaleb El Masri, Anurag Sharma, Kai Sorensen, and Scott Walters are independent under Nasdaq Rule 5605(a)(2). This independence status underpins their expected service on the Audit, Compensation, and Nominating Committees after the merger closes.

What does Check-Cap (MBAI) say about its SEC registration statement in this filing?

Check-Cap states that a registration statement relating to its securities has been filed with the SEC but has not yet become effective. The securities covered may not be sold, and offers cannot be accepted, until the registration statement is effective.

What forward-looking risks related to the MBody AI merger does Check-Cap (MBAI) highlight?

Check-Cap highlights risks that the merger may not be completed on the expected timeline or at all, plus integration risks, customer concentration, market conditions, MBody AI’s provisional patent not issuing, and eligibility limits for using Form F-3 and its baby shelf instructions.

Does this Check-Cap (MBAI) Form 6-K constitute an offer to sell securities?

No. The company states this report is for informational purposes only and does not constitute an offer to sell or solicit offers to buy securities. Any sale would require an effective registration statement and compliance with applicable state and federal securities laws.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 6-K: How Foreign Companies Report to the SEC →

Available on EDGAR 08/19/2026 - 04:33 PM Accepted by SEC EDGAR 08/19/2026 - 04:33 PM Learn about SEC filing dates

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 August 2026.

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 S-8 (File No. 333-203384, 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.

As previously disclosed, on September 12, 2025, Check-Cap Ltd. (“Check-Cap” or the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”, and such transaction the “Merger”), with MBody AI Corp (“MBody AI”), a Nevada corporation, and CC Merger Sub Inc., a Nevada corporation and a direct, wholly owned subsidiary of Check-Cap. At the annual general meeting of shareholders of Check-Cap held on November 14, 2025, Check-Cap’s shareholders approved, among other things, the Merger Agreement and the Merger.

In connection with the anticipated closing of the Merger, the Board of Directors of the Company (the “Board”) has determined that each of Messrs. Ghaleb El Masri, Anurag Sharma, Kai Sorensen, and Scott Walters are “independent” pursuant to Rule 5605(a)(2) of the rules of the Nasdaq Stock Market LLC (“Nasdaq”).

Effective upon the closing of the Merger, the committees of the Board are expected to constitute as follows:

Audit Committee: Kai Sorensen, Ghaleb El Masri and Scott Walters.

Compensation Committee: Anurag Sharma, Ghaleb El Masri and Scott Walters.

Nominating Committee: Anurag Sharma, Kai Sorensen and Scott Walters.

The foregoing committee appointments will become effective upon, and are contingent upon, the closing of the Merger. The Company expects that the composition of each committee will satisfy the applicable requirements of Nasdaq and the U.S. Securities and Exchange Commission (the “SEC”).

No Offer or Solicitation

This Report on Form 6-K is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. A registration statement relating to securities of the Company has been filed with the SEC but has not yet become effective. The securities covered by that registration statement may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. Neither the SEC nor any state securities commission has approved or disapproved of such securities or passed upon the accuracy or adequacy of the registration statement. 

Cautionary Note Regarding 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. Forward-looking statements may be identified by the use of words such as “expect,” “intend,” “plan,” “anticipate,” “believe,” “will,” and similar expressions. These statements include, but are not limited to, statements regarding the timeline of the Merger and the Board committee composition effective upon the closing of the Merger. These forward-looking statements are based on the Company’s current intentions, beliefs, and expectations regarding future events. Actual results may differ materially due to risks and uncertainties including, but not limited to, the ability to complete the Merger on the anticipated timeline or at all, integration risks, customer concentration risks, market conditions, the risk that MBody AI’s provisional patent application may not mature into an issued or enforceable patent, the Company’s ability to satisfy the eligibility requirements for Form F-3 (including the baby shelf instructions) and limitations on the amount of securities that may be sold thereunder, and other factors described in the Company’s filings with the SEC. The Company undertakes no obligation to update forward-looking statements except as required by law.

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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-CAP LTD.
	By:	/s/ David Lontini
	Name:	David Lontini
	Title:	Interim Chief Executive Officer
Date: August 19, 2026

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