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and Exchange Commission, to be a part thereof from the date on which this Report is submitted, to the extent not superseded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.
On August 7, 2026, Check-Cap Ltd. (“Check-Cap”
or the “Company”) issued a press release announcing a 1-for-7 reverse share split of the ordinary shares of the Company.
A copy of the press release is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
Exhibits
| Exhibit No. |
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Description |
| 99.1 |
|
Press Release of Check-Cap Ltd., dated August 7, 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. |
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By: |
/s/ David Lontini |
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Name: |
David Lontini |
| |
Title: |
Interim Chief Executive Officer |
Date: August 7, 2026
Exhibit 99.1
Check-Cap Announces Reverse Share Split
ISFIYA, Israel, August 7, 2026 (GLOBE NEWSWIRE)
-- Check-Cap Ltd. (“Check-Cap” or the “Company”) (NASDAQ: MBAI) today announced a 1-for-7 reverse share split
(the “Reverse Share Split”) of the Company’s ordinary shares.
The Company’s Board of Directors approved
the Reverse Share Split on July 31, 2026, and the Company obtained shareholder approval for the Reverse Share Split at its Annual General
Meeting of Shareholders held on November 14, 2025.
The Company’s ordinary shares will continue
to trade on The Nasdaq Capital Market tier of The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “MBAI” and
will begin trading on a split-adjusted basis when the market opens on August 12, 2026. The new CUSIP number for the Company’s ordinary
shares following the Reverse Share Split will be M6S83C106.
The Reverse Share Split will adjust the number
of issued and outstanding ordinary shares from approximately 9,463,062 shares to approximately 1,351,866 shares. Every seven (7) issued
and outstanding ordinary shares of the Company as of the effective time of the Reverse Share Split will be consolidated into one (1) ordinary
share.
No fractional shares will be issued in connection
with the Reverse Share Split. All fractional shares will be rounded up to the nearest whole ordinary share. Equiniti Trust Company, LLC
is acting as transfer and exchange agent for the Reverse Share Split. Registered shareholders are not required to take any action to receive
post-Reverse Share Split shares. Shareholders who are holding their shares in electronic form at brokerage firms need not take any action
as the effect of the Reverse Share Split will automatically be reflected in their brokerage accounts.
Additional information about the Reverse Share
Split can be found in the Company’s Reports on Form 6-K filed with the Securities and Exchange Commission (the “SEC”)
on September 12, 2025, November 4, 2025, and November 17, 2025, which are available free of charge at the SEC’s website, www.sec.gov.
About Check-Cap Ltd.
Check-Cap Ltd. (NASDAQ: MBAI) is a technology
company executing a strategic transformation through its shareholder-approved merger with MBody AI. Upon completion, Check-Cap expects
to become a publicly traded leader in embodied artificial intelligence, delivering enterprise-grade AI orchestration for robotic systems
across hospitality, gaming, commercial real estate, healthcare, and data center operations.
No Offer or Solicitation
This press release 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 press release 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 effectuation of the Reverse Share
Split. 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 with MBody AI 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.
Investor Relations Contact and Media Contact
Investor Relations:
Lytham Partners, LLC
602-889-9700
ir@mbody.ai
Media Contact:
Core IR
ir@mbody.ai
