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and Exchange Commission, to be a part thereof from the date on which this Report is submitted, to the extent not superseded by documents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.
Introductory Note
This Report on Form 6-K is being furnished in
connection with the completion of the previously announced underwritten public offering (the “Offering”) of ordinary shares
of the Company, par value NIS 48.00 per share (“Ordinary Shares”), pursuant to an Underwriting Agreement, dated August 26,
2026 (the “Underwriting Agreement”), by and between the Company and Northland Securities, Inc., as the representative (the
“Representative”) of the several underwriters named therein.
Closing of the Offering
On August 27, 2026, the Company completed the
Offering of 1,538,462 Ordinary Shares at a public offering price of $6.50 per share, before underwriting discounts and commissions, pursuant
to the Underwriting Agreement.
The aggregate gross proceeds to the Company from
the Offering were approximately $10.0 million, before deducting underwriting discounts and commissions and other offering expenses payable
by the Company. The Company granted the underwriters a 30-day option to purchase up to an additional 230,769 shares at the public offering
price, less underwriting discounts and commissions.
The securities sold in the Offering were offered
and sold pursuant to the Company’s registration statement on Form F-1 (File No. 333-297704), as amended (the “Registration
Statement”), which was declared effective by the Securities and Exchange Commission (the “SEC”) on August 25, 2026.
A final prospectus relating to the Offering was filed with the SEC on August 27, 2026.
In connection with the Offering, each of the Company’s
directors and executive officers and certain shareholders entered into Lock-Up Agreements (each, a “Lock-Up Agreement”) pursuant
to which, such persons agreed not to offer, sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of, directly
or indirectly, any Ordinary Shares or securities convertible into or exercisable or exchangeable for Ordinary Shares for a period of 180
days following the date of the final prospectus relating to the Offering, subject to certain customary exceptions, without the prior written
consent of the Representative.
The foregoing description of the Underwriting
Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement,
which is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the Lock-Up Agreement does
not purport to be complete and is qualified in its entirety by reference to the form of Lock-Up Agreement, which was previously included
as Exhibit 10.24 to the Registration Statement and is incorporated herein by reference.
Press Release
On August 26, 2026, the Company issued a press
release announcing the pricing terms of the Offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
On August 28, 2026, the Company issued a press
release announcing the closing of the Offering. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein
by reference.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 1.1 |
|
Underwriting Agreement by and between Check-Cap Ltd. and Northland Securities, Inc. |
| 99.1 |
|
Press Release, dated August 26, 2026. |
| 99.2 |
|
Press Release, dated August 28, 2026. |
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/ John Fowler |
| |
Name: |
John Fowler |
| |
Title: |
Chief Executive Officer |
Date: August 28, 2026
Exhibit 99.1
Check-Cap Ltd. Announces Pricing of $10 Million Public Offering
of Ordinary Shares
August 26, 2026
ISFIYA, Israel (BUSINESS WIRE) – Check-Cap Ltd. (the “Company”
or “Check-Cap”) (NASDAQ: MBAI), an embodied artificial intelligence company, announced today the pricing of its public offering
of 1,538,462 Ordinary Shares at a public offering price of $6.50 per share, before underwriting discounts and commissions. In addition,
the Company has granted the underwriter a 30-day option to purchase up to an additional 230,769 Ordinary Shares at the public offering
price, less the underwriting discounts and commissions. The offering is expected to close on or about August 27, 2026, subject to the
satisfaction of customary closing conditions.
The gross proceeds to the Company from the offering, before deducting
underwriting discounts and commissions and other estimated offering expenses, are expected to be $10.0 million.
Northland Capital Markets is acting as the sole book-runner for the
offering.
The securities described are being offered pursuant to a registration
statement on Form F-1 (File No. 333-297704) that was previously filed with the Securities and Exchange Commission (the “SEC”)
and became effective on August 25, 2026. The offering is being made only by means of a prospectus relating to the offering. Copies of
the final prospectus, when available, may be obtained from Northland Securities, Inc., 150 South Fifth Street, Suite 3300, Minneapolis,
MN 55402, Attention: Heidi Fletcher, by telephone at (612) 851-4918.
Important Information
This press release does not constitute an offer to sell or a solicitation
of an offer to buy, and shall not constitute an offer, solicitation or sale in any state, province, territory 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,
province, territory or jurisdiction.
About Check-Cap Ltd.
Check-Cap is an AI hardware-agnostic enterprise robotics platform that
deploys and manages autonomous robot workforces for hospitality and gaming operators. The Company’s proprietary MBody AI Orchestrator
manages diverse robot fleets across sites and use cases under long-term subscription agreements. Check-Cap counts leading Fortune 500
operators among its customers.
Forward-looking statements
This press release includes certain disclosures that contain “forward-looking
statements,” including, without limitation, express or implied statements relating to, among other things, the completion of the
offering on the anticipated terms or at all, the timing of the closing of the offering and the expected use of proceeds from the offering.
Forward-looking statements are based on the Company’s current expectations and are subject to inherent uncertainties, risks and
assumptions that are difficult to predict. Factors that could cause actual results to differ include, but are not limited to, risks and
uncertainties related to our ability to complete this offering on the anticipated terms or at all, including the satisfaction of customary
closing conditions. These and other risks and uncertainties are described more fully in the section titled “Risk Factors”
in the final prospectus related to the offering to be filed with the SEC, including documents incorporated by reference therein. Forward-looking
statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such information except
as required under applicable law.
Exhibit 99.2
FOR IMMEDIATE RELEASE
Check-Cap Completes MBody AI Merger, Closes $10 Million Underwritten
Offering
The Nasdaq-listed AI company closes its MBody AI merger; adds $10
million to scale robot deployments with Fortune 500 enterprise customers.
August 28, 2026
ISFIYA, Israel & Nevada, United States (BUSINESS WIRE) – Check-Cap
Ltd. (the “Company” or “Check-Cap”) (NASDAQ: MBAI), an embodied artificial intelligence company, announced today
the completion of its business combination with MBody AI Corp. on August 26, 2026 (the “Merger”) and the closing of its firm-commitment
underwritten public offering (the “Offering”) of 1,538,462 ordinary shares at a public offering price of $6.50 per share,
before underwriting discounts and commissions, on August 27, 2026. In addition, the Company has granted the underwriter a 30-day option
to purchase up to an additional 230,769 ordinary shares at the public offering price, less the underwriting discounts and commissions.
No warrants, preferred shares or convertible securities were issued as part of the Offering.
The gross proceeds to the Company from the Offering, before deducting
underwriting discounts and commissions and other estimated offering expenses, were approximately $10.0 million.
The Company intends to use the net proceeds from the Offering for the
deployment of additional robots with enterprise customers, working capital and general corporate purposes, consistent with the “Use
of Proceeds” section of the final prospectus.
Following the closing of the Merger and the Offering as described in
the Company's registration statement on Form F-1 (File No. 333-297704), the Company has approximately 15,293,552 ordinary shares issued
and outstanding, excluding any shares which may be issued upon exercise of the underwriter's option described above. The Company's ordinary
shares trade on The Nasdaq Capital Market (“Nasdaq”) under the symbol "MBAI," CUSIP M6S83C106.
Of the shares outstanding, 12,379,581 ordinary shares, or approximately
81%, are held by former shareholders of MBody AI Corp. Shares held by former shareholders of MBody AI Corp. were issued in an exempt transaction
and are restricted securities. A majority of the shares held by former shareholders of MBody AI Corp. are also subject to lock-up agreements
which were entered into in connection with the Offering.
Other than a small number of legacy warrants issued prior to the business
combination, the Company has no outstanding warrants, preferred shares, convertible securities or debt.
Check-Cap’s shareholders have approved changing the Company’s
name to MBody AI Ltd., and the change has been registered with the Israeli Companies Registrar. The Company has taken administrative steps
to effectuate the name change with the U.S. Securities and Exchange Commission (the “SEC”) and Nasdaq and will operate under
the name “MBody AI Ltd.” once those steps are completed.
“I am proud of the team for putting in
the work to bring the Company to where we are today: a Nasdaq-listed embodied AI company,” said John Fowler, Chief Executive
Officer of the Company. “We wanted an ordinary-share-only offering, and that’s what our underwriter delivered. We enter
the public markets with no debt, no preferred shares and no convertible securities, so our new shareholders own the same security
management owns. This financing expands what we can take on. We can now deploy against the pipeline while continuing to focus on
attracting new enterprise customers and growing within the accounts we have already won. The work ahead is to make our robot fleet
measurably better for our customers, expand with new and existing customers, and build an operating record that public shareholders
can underwrite. That’s the work I’m looking forward to leading.”
“Check-Cap shareholders came into this process holding shares
in a company looking for its next chapter,” said David Lontini, former Chairman of Check-Cap, who continues on as a director of
the combined entity. “They now hold shares in a company that is selling into one of the fastest-growing areas of the technology
economy, as robots begin taking on physical work that operators cannot staff. That is the next chapter the board set out to open.”
Northland Capital Markets acted as the sole book-runner for the Offering.
The securities described herein were offered pursuant to a registration
statement on Form F-1 (File No. 333-297704) that was previously filed with the SEC and became effective on August 25, 2026. The Offering
was made only by means of a prospectus relating to the Offering. Copies of the final prospectus may be obtained from Northland Securities,
Inc., 150 South Fifth Street, Suite 3300, Minneapolis, MN 55402, Attention: Heidi Fletcher, by telephone at (612)
851-4918.
Important Information
This press release does not constitute an offer to sell or a solicitation
of an offer to buy, and shall not constitute an offer, solicitation or sale in any state, province, territory 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,
province, territory or jurisdiction.
Learn more about MBody AI’s growth trajectory at ir.mbody.ai.
About Check-Cap Ltd. (to be renamed MBody AI Ltd.)
Check-Cap is an AI hardware-agnostic enterprise robotics platform that
deploys and manages autonomous robot workforces for hospitality and gaming operators. The Company’s proprietary MBody AI Orchestrator
manages diverse robot fleets across sites and use cases under long-term subscription agreements. Check-Cap counts leading Fortune 500
operators among its customers.
Forward-looking statements
This press release includes certain disclosures that contain “forward-looking
statements,” including, without limitation, express or implied statements relating to, among other things: the expected use of proceeds
from the Offering; the effectiveness and timing of the Company’s name change to MBody AI Ltd.; the anticipated benefits of the business
combination; the Company’s ability to deploy and execute at scale; the size, quality and conversion of the Company’s commercial
pipeline; the expansion of the Company’s go-to-market, deployment and support capacity; the Company’s continued and expanded
deployment of robots with new and existing customers; the anticipated benefits of the Company’s hardware-agnostic platform, including
expected commercial advantages and reduced supply chain risk; the anticipated performance and continued development of the MBody AI Orchestrator;
the pace and extent of adoption of autonomous robots and embodied artificial intelligence by large enterprise customers; and expected
growth in the markets in which the Company operates. Forward-looking statements are based on the Company’s current expectations
and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Factors that could cause actual results
to differ include, but are not limited to, integration risks, delays in the effectiveness of the Company’s name change, the risk
that the Company’s commercial pipeline does not convert into contracts or revenue, risks relating to the pace of enterprise adoption
of autonomous robots, the Company’s ability to hire and scale field operations and support, customer concentration risks, dependence
on third-party robot manufacturers and deployment partners, the capital intensity of the Company’s deployment model, the risk that
MBody AI’s provisional patent application may not mature into an issued or enforceable patent and market conditions. These and other
risks and uncertainties are described more fully in the section titled “Risk Factors” in the final prospectus related to the
Offering filed with the SEC, including documents incorporated by reference therein. Forward-looking statements contained in this announcement
are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.
Quick Facts
| Issuer |
Check-Cap Ltd. (NASDAQ: MBAI), to be renamed MBody AI Ltd. |
| Industry |
Embodied AI and enterprise robotics (physical AI) |
| Announcement |
Completion of the MBody AI Corp. business combination and closing of a $10 million underwritten public offering |
| Offering |
1,538,462 ordinary shares at $6.50 per share; ordinary shares only, with no warrants, preferred shares or convertible securities issued |
| Offering Status |
Closed |
| Gross proceeds |
$10.0 million |
| Underwriter option |
30-day option on up to 230,769 additional ordinary shares |
| Book-runner: |
Northland Capital Markets |
| Shares outstanding: |
Approximately 15,293,552, of which 12,379,581 (approximately 81%) are restricted securities that are not currently freely tradable |
| CUSIP |
M6S83C106 |
# # #
Investor Relations Contact and Media Contact
Investor Relations:
Lytham Partners, LLC
602-889-9700
ir@mbody.ai
Media Contact:
Core IR
ir@mbody.ai
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