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Check-Cap Ltd. (NASDAQ: MBAI) completed a firm-commitment underwritten public offering of 1,538,462 ordinary shares at $6.50 per share, raising $10.0 million in gross proceeds, and granted the underwriter a 30‑day option to buy up to 230,769 additional shares at the same price, less underwriting discounts and commissions. The offering was conducted as ordinary shares only, with no warrants, preferred shares or convertible securities issued.
The company also closed its business combination with MBody AI Corp., positioning itself as an embodied AI and enterprise robotics platform, and plans to change its name to MBody AI Ltd. Following the merger and offering, Check-Cap has approximately 15,293,552 ordinary shares outstanding, of which 12,379,581 (about 81%) are restricted and largely subject to lock-up agreements. Directors, officers and certain shareholders agreed to 180‑day lock-ups on sales of ordinary shares. Management states the company has no debt, no preferred shares and no convertible securities, and intends to use the net proceeds to deploy additional robots with enterprise customers, for working capital and general corporate purposes.
Check-Cap Ltd. (MBAI) is conducting a firm commitment public offering of 1,538,462 Ordinary Shares at $6.50 per share, for gross proceeds of $10,000,003.00 and net proceeds of about $9.0 million after fees and expenses. The company has granted underwriters a 30‑day option to buy up to 230,769 additional shares. Shares outstanding are expected to be up to 15,293,552 after the offering, or 15,524,321 if the option is fully exercised.
Net proceeds are intended to fund fees and expenses for a planned merger with MBody AI Corp., acquire and deploy third‑party robotic systems, build inventory, continue development of the MBody AI Orchestrator platform, and for working capital and general corporate purposes. Following the merger, former MBody AI holders are expected to own about 90% of the combined company on a fully diluted basis and legacy Check‑Cap holders about 10%. One former MBody shareholder is expected to hold roughly 49.4% of voting power after this offering and other issuances.
Management and the board have concluded that substantial doubt exists about Check‑Cap’s ability to continue as a going concern, and continuing operations depend on raising additional capital, completing the merger, and achieving profitable operations. Check‑Cap also has exposure to approximately $16.3 million of loans to Apollo that will be exchanged for equity only if the merger closes. The company previously fell out of compliance with Nasdaq’s equity requirement but has since regained compliance; continued and post‑merger listing on Nasdaq will depend on satisfying Nasdaq’s initial listing standards.
Check-Cap Ltd. (MBAI) completed its previously announced merger with MBody AI Corp. on August 26, 2026. CC Merger Sub Inc. merged into MBody AI, which now operates as a wholly owned subsidiary of Check-Cap.
Each MBody AI common share was converted into the right to receive 0.07971678051816 Check-Cap ordinary shares, with no cash consideration. Former MBody AI shareholders received about 12,379,581 Check-Cap ordinary shares, representing approximately 90% of Check-Cap’s issued and outstanding ordinary shares immediately after closing. Check-Cap remains publicly traded on Nasdaq under the symbol MBAI, and Nasdaq approved the company’s initial listing application in connection with the “Change of Control.”
At closing, Check-Cap’s prior business combination agreement with Apollo Technology Capital Corporation was terminated, and approximately $16.3 million of Apollo loans were exchanged for common shares representing a 7.5% equity interest in Apollo, cancelling the loans. Leadership changed as John Fowler became Chief Executive Officer and Tim Hayden became Chief Financial Officer, with several board resignations and appointments, resulting in a seven-member board, four of whom are deemed independent under Nasdaq rules.
Check-Cap Ltd. (MBAI) reports board and committee arrangements in connection with its previously approved merger with MBody AI Corp. The company reiterates that an Agreement and Plan of Merger was entered on September 12, 2025, and that shareholders approved the merger on November 14, 2025.
The board has determined that Ghaleb El Masri, Anurag Sharma, Kai Sorensen, and Scott Walters are independent under Nasdaq Rule 5605(a)(2). Upon, and contingent on, the closing of the merger, these directors are expected to form the Audit, Compensation, and Nominating Committees. The company also notes that a registration statement related to its securities has been filed with the SEC but is not yet effective, and emphasizes related forward-looking statement risks, including the possibility that the merger may not close as anticipated.
Check-Cap Ltd. is registering $12,500,000 of Ordinary Shares in a firm commitment public offering, assuming a price of $8.72 per share. This equals approximately 1,433,486 shares, with an underwriter option for up to 215,022 additional shares.
After the offering, up to 15,188,576 Ordinary Shares will be outstanding (or 15,403,598 if the over-allotment is fully exercised). The company expects net proceeds of about $11.4 million (or $13.1 million with the over-allotment), to fund merger-related fees, acquisition and deployment of robots, inventory, further development of MBody AI’s Orchestrator platform, and general corporate purposes.
Check-Cap is pursuing a merger with MBody AI under which MBody AI holders are expected to own about 90% of the combined company on a fully diluted basis and existing Check-Cap holders about 10%. Management and the board have concluded that substantial doubt exists about the company’s ability to continue as a going concern, and completion of the merger and raising additional capital are important to its plans.
Check-Cap Ltd. filed a prospectus supplement updating an existing F-1 prospectus for an offering of up to 266,551 Ordinary Shares following a 1-for-7 reverse share split of its Ordinary Shares. The Board approved the split on July 31, 2026, with shareholder approval obtained on November 14, 2025.
The reverse split became effective on August 13, 2026, when every seven issued and outstanding Ordinary Shares were combined into one, with fractional shares rounded up. As a result, issued and outstanding Ordinary Shares were reduced from approximately 9,463,062 to approximately 1,351,866, without changing par value or authorized share capital, and without altering shareholder percentage ownership apart from rounding effects.
The Ordinary Shares trade on the Nasdaq Capital Market under the symbol MBAI, and the last reported sale price on August 12, 2026 was $1.27 per share. The reverse split did not modify the Purchase Agreement with ARC Group International Ltd.
Check-Cap Ltd. reported that its Board of Directors and shareholders have approved a 1-for-7 reverse share split of its ordinary shares. The company stated that approximately 9,463,062 issued and outstanding ordinary shares will be consolidated into approximately 1,351,866 shares, with every seven shares combined into one.
The ordinary shares will continue trading on the Nasdaq Capital Market under the symbol “MBAI” and are expected to begin trading on a split-adjusted basis when the market opens on August 12, 2026. No fractional shares will be issued; any fractional positions will be rounded up to the nearest whole share. Equiniti Trust Company, LLC will serve as transfer and exchange agent. The company also reiterates that it is executing a strategic transformation through a shareholder-approved merger with MBody AI, after which it expects to focus on embodied artificial intelligence solutions.
Check-Cap Ltd. reports commercial progress by merger partner MBody AI Corp., which is expanding from indoor to outdoor autonomous services. MBody AI has secured exclusive U.S. distribution rights for outdoor cleaning robots serving gaming operators and large hotels and resorts across six states.
MBody AI has piloted the solution with a major U.S. gaming and hospitality operator and is offering it to additional customers, treating outdoor cleaning as a first step toward broader outdoor automation managed through its Orchestrator platform. The proposed business combination continues to advance, with a Form F-1 filed on July 24, 2026 and closing targeted for the third quarter of 2026, subject to Form F-1 effectiveness, Nasdaq initial listing approval, and other customary closing conditions, none of which is assured. Upon completion, the combined company is expected to trade on Nasdaq under the ticker “MBAI.”
Check-Cap Ltd. updated the expected closing timeline for its shareholder-approved merger with MBody AI Corp., now projecting completion in the third quarter of 2026 and indicating a target of the next eight weeks from the August 5, 2026 update.
The company has publicly filed a registration statement on Form F-1 with the U.S. Securities and Exchange Commission on July 24, 2026 and reports that it has responded to all comments received from SEC staff. A Nasdaq initial listing application was submitted on February 24, 2026, and the combined company is expected to continue trading on Nasdaq under the ticker MBAI if the merger is completed.
Completion of the merger and commencement of trading remain subject to effectiveness of the Form F-1, final approval of the Nasdaq initial listing application including satisfaction of all initial listing requirements, and remaining customary closing conditions, none of which is assured. Following the merger, Check-Cap expects to operate as a publicly traded provider of embodied artificial intelligence and enterprise-grade AI orchestration for robotic systems in hospitality, gaming, and commercial real estate, leveraging MBody AI’s subscription-based robotics platform.