Check-Cap (NASDAQ: MBAI) and MBody AI advance Nasdaq merger and $30M facility

Rhea-AI Filing Summary

Check-Cap Ltd. reported that MBody AI Corp. has submitted its Nasdaq listing application, marking a significant regulatory step toward completing their previously announced merger. The application advances plans for the combined company to trade on the Nasdaq Capital Market in the first half of 2026, subject to customary closing conditions.

The update follows several recent milestones, including Check-Cap’s regaining compliance with Nasdaq’s continued listing requirements, filing a Form F-1 related to an equity line of credit with ARC Group International Inc., and completion of MBody AI’s audited financial statements. The companies also highlight a $30M growth facility as available to support the future merged entity.

Insights

Equity capital markets analyst

Merger progress and Nasdaq application move the deal closer to completion.

Check-Cap and MBody AI report a key procedural step: submission of MBody AI’s Nasdaq listing application. Together with completed audits and restored Nasdaq compliance, this reduces some execution uncertainty around the already-announced merger and planned Nasdaq Capital Market listing.

The mention of a $30M growth facility suggests a potential capital source for the combined company, though terms and usage are not detailed here. Actual impact will depend on satisfying closing conditions, securing Nasdaq approval, and how effectively the merged entity executes its embodied AI strategy post-listing.

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 February 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and Exchange Commission, to be a part thereof from the date on which this Report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

On February 24, 2026, Check-Cap Ltd. (the “Check-Cap”) announced that MBody AI Corp. (“MBody AI”) has submitted its Nasdaq listing application, representing a significant regulatory milestone toward closing the previously announced merger between Check-Cap and MBody AI.

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.

1

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: February 24, 2026	By:	/s/ David Lontini
	Name:	David Lontini
	Title:	Interim Chief Executive Officer

2

Exhibit 99.1

MBody AI and Check Cap Ltd. ($MBAI) Submit Nasdaq Listing Application for Merger Close

Proposed Nasdaq-listed AI company achieves key regulatory milestone as merger with Check-Cap targets first half of 2026; $30M growth facility available

ISFIYA, Israel, February 24, 2026 (GLOBE NEWSWIRE) — Check-Cap Ltd. (NASDAQ: MBAI) (“Check-Cap” or the “Company”), a Nasdaq-listed company, today announced that MBody AI Corp. (“MBody AI”) has submitted its Nasdaq listing application, representing a significant regulatory milestone toward closing the previously announced merger between Check-Cap and MBody AI. The submission of the application further advances the prospective combined company toward its anticipated Nasdaq Capital Markets (“Nasdaq”) listing, targeted for the first half of 2026, subject to customary closing conditions.

 

The Nasdaq application submission follows a series of significant milestones achieved in recent months, including the Company’s regaining compliance with Nasdaq continued listing requirements, the filing of a Form F-1 Registration Statement in connection with the equity line of credit facility with ARC Group International Inc., and the furnishing of MBody AI’s audited financial statements as of December 31, 2024 and for the period from October 7, 2024 (date of formation) to December 31, 2024, and as of June 30, 2025 and for the six months then ended, each of which has contributed to accelerating the trajectory toward closing.

“The submission of our Nasdaq listing application is a major step forward in bringing MBody AI to the public markets,” said John Fowler, Chief Executive Officer of MBody AI. “This milestone, combined with our completed audits and the Company’s regaining Nasdaq compliance, reflects the tremendous progress we have made across every dimension of this process. The physical AI opportunity is real, it is scaling now, and MBody AI is positioned at the center of it. We look forward to welcoming public-market investors into that story.”

“We are excited for the future prospect of the combined company. We remain on track to close in the first half of 2026, and we are more energized than ever about what comes next,” said David Lontini, Chairman of the Board and Interim Chief Executive Officer of Check-Cap.

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, healthcare, logistics, and data center operations.

About MBody AI Corp.

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 fleets, with capabilities spanning deployment optimization, predictive maintenance, and full-fleet coordination. MBody AI serves Fortune 500 enterprises and blue-chip customers across multiple industry verticals. For more information, visit www.mbody.ai.

Investor Information

Learn more about MBody AI’s growth trajectory at investors.mbody.ai

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 anticipated Nasdaq listing and commencement of trading, the Company’s ability to maintain continued compliance with Nasdaq listing requirements, the expected benefits of the merger, MBody AI’s technology roadmap and commercial scaling, the Company’s beliefs about market and technology trends, the anticipated growth of the embodied AI market, the future operations and positioning of the combined company, the anticipated use or non-use of the equity line of credit facility with ARC Group International Inc., and the expected timeline for closing 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 satisfaction of closing conditions, the ability to complete the merger on the anticipated timeline or at all, the ability to receive Nasdaq approval and commence trading, integration risks, customer concentration risks, 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.

Media Contact

MBody AI Corp.

Email: investors@mbody.ai

Phone: (725) 666-1750

Investor Relations

MZ Group North America
Shannon Devine/ Jamie Kirchen
MBAI@mzgroup.us

FAQ

What did Check-Cap Ltd. (CHEK) announce in this Form 6-K about the MBody AI merger?

Check-Cap announced that MBody AI has submitted its Nasdaq listing application, a key regulatory milestone toward closing their previously announced merger. This step moves the prospective combined company closer to a planned Nasdaq Capital Market listing targeted for the first half of 2026, pending closing conditions.

When do Check-Cap Ltd. and MBody AI expect to complete their merger and Nasdaq listing?

The companies state they are targeting completion of the merger and the combined company’s Nasdaq Capital Market listing in the first half of 2026. This timing remains subject to customary closing conditions and Nasdaq approval, so final completion could vary based on regulatory and transactional progress.

What recent milestones supporting the Check-Cap and MBody AI merger are highlighted?

They highlight several milestones: Check-Cap regaining compliance with Nasdaq continued listing requirements, filing a Form F-1 tied to an equity line of credit with ARC Group International Inc., and furnishing MBody AI’s audited financial statements for specified 2024 and 2025 periods, all helping advance the merger process.

What is the $30M growth facility mentioned by Check-Cap Ltd. and MBody AI?

The companies note a $30 million growth facility is available to support the prospective combined business. While specific terms and draw conditions are not described here, the reference signals access to additional capital that could be used to fund expansion following the merger’s completion.

How do Check-Cap and MBody AI describe the future business focus of the combined company?

They describe the combined company as a publicly traded leader in embodied artificial intelligence, centered on MBody AI’s orchestration platform for robotic systems. Target markets include hospitality, healthcare, logistics, and data center operations, with services such as deployment optimization and predictive maintenance for robotic fleets.

What forward-looking risks do Check-Cap and MBody AI highlight regarding the merger and listing?

They caution that outcomes may differ due to risks such as satisfaction of closing conditions, ability to complete the merger on the expected timeline, obtaining Nasdaq approval, integration challenges, customer concentration, market conditions, and other factors detailed in Check-Cap’s SEC filings and risk disclosures.

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 PRESS RELEASE 9.4 KB
• EX-99 GRAPHIC 44.8 KB