Check-Cap (NASDAQ: CHEK) clears Nasdaq hurdle for MBody AI merger
Rhea-AI Filing Summary
Check-Cap Ltd. reports that it has regained compliance with Nasdaq’s minimum shareholders’ equity requirement under Listing Rule 5550(b) for continued listing on The Nasdaq Capital Market. Nasdaq’s written confirmation removes a key regulatory hurdle as the company advances its previously announced, shareholder-approved merger with MBody AI. The merger, which received approximately 98% shareholder approval in November 2025, is described as remaining on track and is expected to transform Check-Cap into a publicly traded embodied artificial intelligence company, subject to customary closing conditions.
Positive
- Nasdaq equity compliance regained: The company received written confirmation that it again meets Nasdaq’s minimum shareholders’ equity requirement under Listing Rule 5550(b), supporting continued listing.
- Merger momentum with MBody AI: The filing frames this as a key regulatory milestone for the shareholder-approved merger with MBody AI, which received approximately 98% shareholder support and is described as on track toward completion.
Negative
- None.
Insights
Nasdaq equity compliance is restored, de-risking a key step toward the MBody AI merger.
Check-Cap has received written confirmation from the Nasdaq Listing Qualifications Department that it again meets the minimum shareholders’ equity requirement under Nasdaq Listing Rule 5550(b) for continued listing on The Nasdaq Capital Market. Maintaining a Nasdaq listing is a foundational requirement for many strategic transactions and for investor access.
The company ties this compliance milestone directly to its planned merger with MBody AI, describing it as a “key regulatory requirement” and a “significant positive milestone” toward completion of the shareholder-approved deal. The merger received approximately
Forward-looking statements highlight closing conditions, integration risks, and customer-concentration risks, among others, as potential sources of divergence from expectations. Actual outcomes will depend on successful completion of the merger and the combined company’s ability to execute MBody AI’s technology roadmap and maintain compliance with Nasdaq listing requirements over time.
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 January 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 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.
Nasdaq Compliance
On January 23, 2026, Check-Cap Ltd. (the “Company”) received written confirmation from the Nasdaq Listing Qualifications Department that the Company has regained compliance with the minimum shareholders’ equity requirement set forth in Nasdaq Listing Rule 5550(b)(1) for continued listing on The Nasdaq Capital Market. The Company must continue to evidence compliance with this requirement upon filing its next periodic report.
A copy of the press release announcing this development is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Exhibit No. | Description | |
| 99.1 | Press Release. |
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SIGNATURE
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. | ||
| (Registrant) | ||
| Date: January 26, 2026 | By: | /s/ David Lontini |
| Name: | David Lontini | |
| Title: | Interim Chief Executive Officer | |
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Exhibit 99.1
Check-Cap Clears Key Nasdaq Requirement, Advancing MBody AI Merger Toward Completion
Milestone achieved as shareholder-approved merger with MBody AI remains on track
ISFIYA, ISRAEL, Jan. 26, 2026 (GLOBE NEWSWIRE) -- Check-Cap Ltd. (NASDAQ: MBAI) (“Check-Cap” or the “Company”) today announced that it has received written confirmation from the Nasdaq Listing Qualifications Department that the Company has regained compliance with Nasdaq’s minimum shareholders’ equity requirements pursuant to Nasdaq Listing Rule 5550(b).
This confirmation clears a key regulatory requirement and represents a significant positive milestone as Check-Cap advances toward completion of its previously announced, shareholder-approved merger with MBody AI. The merger is expected to transform Check-Cap into a publicly traded leader in embodied artificial intelligence, subject to customary closing conditions.
The merger with MBody AI received approximately 98% shareholder approval in November 2025 and remains on track for closing. With Nasdaq compliance now confirmed, the Company is positioned to focus on execution and final transaction steps as it prepares for the transition to a pure-play embodied artificial intelligence (“AI”) public company.
MBody AI is an emerging leader in embodied artificial intelligence, developing and actively deploying the MBody AI Orchestrator™, a hardware-agnostic platform that delivers real-time data intelligence and AI-driven performance insights across robotic systems. Its technology is already deployed across robotic fleets at multiple blue chip, Fortune 500 customers, enabling actionable intelligence across diverse equipment types, with a clear roadmap toward full fleet-level orchestration in heterogeneous robotic environments. Upon completion of the merger, public-market investors are expected to gain exposure to the rapidly expanding embodied AI sector through a Nasdaq-listed platform.
Leadership Commentary
David Lontini, Chairman of the Board and Interim Chief Executive Officer of Check-Cap, stated:
“With full Nasdaq compliance now confirmed, we have cleared a key requirement as we move toward completing the MBody AI merger. This milestone meaningfully strengthens our position heading into the final stages as we advance toward transforming Check-Cap into a publicly traded embodied AI platform at the forefront of the most important technology shifts of the decade.”
John Fowler, Chief Executive Officer of MBody AI, added:
“As we move closer to becoming a Nasdaq-listed company, this milestone represents an important step in bringing the MBody AI platform to the public markets. We are excited by the opportunity to scale our embodied AI technology with the visibility, access, and discipline that come with being a public company.”
About Check-Cap Ltd.
Check-Cap Ltd. (NASDAQ: MBAI) is a technology company undergoing a strategic transformation. Through its shareholder-approved merger with MBody AI, Check-Cap expects to become a publicly traded leader in embodied artificial intelligence, delivering real-time data intelligence and AI-driven insights for robotic systems across industries.
About MBody AI
MBody AI is an embodied artificial intelligence company building the autonomous workforce of the future. Its proprietary, hardware-agnostic MBody AI Orchestrator™ platform delivers real-time data intelligence and AI-driven performance insights for robotic systems across industries, with a roadmap toward full fleet orchestration. MBody AI serves Fortune 500 enterprises and blue-chip customers. For more information, visit www.mbody.ai.
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Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements, which include, among others, statements regarding the completion and timing of the merger with MBody AI, the Company’s ability to maintain continued compliance with Nasdaq listing requirements, the expected benefits of the merger, MBody AI’s technology roadmap, the Company’s belief about the market and technology trend, the anticipated growth of the embodied AI market, and the future operations and positioning of the combined company. 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 satisfaction of closing conditions, the ability to complete the merger on the anticipated timeline or at all, integration risks, customer concentration risks including the potential loss or termination of key customer contracts, the ability to develop and commercialize new products and features, market conditions, and other factors described in the Company’s filings with the U.S. Securities and Exchange Commission. The Company undertakes no obligation to update forward-looking statements except as required by law.
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$MBAI #ArtificialIntelligence #Robotics #Nasdaq #EmbodiedAI #MBodyAI
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FAQ
What did Check-Cap Ltd. (CHEK) announce in this Form 6-K?
How does Nasdaq compliance affect Check-Cap Ltd.’s merger with MBody AI?
What level of shareholder support did the MBody AI merger receive?
What is MBody AI and what does it do?
What transformation is expected after the Check-Cap and MBody AI merger?
What risks and uncertainties does Check-Cap highlight regarding the merger with MBody AI?
