Check-Cap：2025年年度报告和过渡报告

FORM20-F OR Securities registered or to be registered pursuant to Section 12(b) of the Act: Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the periodcovered by the annual report:As of August 25, 2025, the registrant had5,850,906ordinary shares outstanding, NIS 48.00 parvalue per share. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File to be submitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit and post such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerginggrowth company. ☐Large Accelerated filer☐Accelerated filer☒Non-accelerated filer☐Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards†provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: ☒U.S. GAAP ☐International Financial ReportingStandards as issued by the International Accounting Standards Board ☐Other If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registranthas elected to follow. ☐Item 17☐Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the ExchangeAct). Yes☐No☒ (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) ofthe Securities Exchange Act of 1934 subsequent to the distribution of the securities under a plan confirmed by a court. Yes☐No☐ TABLE OF CONTENTS PagePart I1Item 1.Identity of Directors, Senior Management and Advisers1A.Directors and Senior Management1B.Advisers1C.Auditors1Item 2.Offer Statistics and Expected Timetable1Item 3.Key Information1A.[Reserved.]1B.Capitalization and Indebtedness1C.Reasons for the Offer and Use of Proceeds1D.Risk factors1Item 4.Information On Our Company36A.History and Development of the Company Our History36B.Business37C.Organizational Structure71D.Property, Plants and Equipment71Item 4A.Unresolved Staff Comments71Item 5.Operating and Financial Review and Prospects72A.Operating Results74B.Liquidity and Capital Resources79C.Research and development, patents and licenses, etc.85D.Trend Information85E.Critical Accounting Estimates85 Item 6.Directors, Senior Management and Employees87A.Directors and senior management87B.Compensation of Directors and Executive Officers88C.Board Practices89D.Employees99E.Share Ownership100F.Disclosure of a registrant’s action to recover erroneously awarded compensation.104Item 7.Major Shareholders and Related Party Transactions104A.Major shareholders104B.Related Party Transactions105C.Interests of Experts and Counsel106Item 8.Financial Info