Check-Cap Ltd. (MBAI) adjusts F-1 share offering after 1-for-7 reverse split

Rhea-AI Filing Summary

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.

Key Figures

Shares offered: 266,551 Ordinary Shares Reverse split ratio: 1-for-7 Pre-split shares outstanding: 9,463,062 Ordinary Shares +4 more

7 metrics

Shares offered 266,551 Ordinary Shares Maximum number of Ordinary Shares covered by the updated prospectus

Reverse split ratio 1-for-7 Every seven issued and outstanding Ordinary Shares combined into one

Pre-split shares outstanding 9,463,062 Ordinary Shares Approximate Ordinary Shares issued and outstanding before the reverse split

Post-split shares outstanding 1,351,866 Ordinary Shares Approximate Ordinary Shares issued and outstanding after the reverse split

Last reported share price $1.27 per share Nasdaq Capital Market price on August 12, 2026

Par value per share NIS 48.00 per share Par value of each Ordinary Share, unchanged by the reverse split

Effective date of reverse split August 13, 2026 Date reverse share split became effective and trading began on a split-adjusted basis

Key Terms

reverse share split, par value, Registration Statement on Form F-1, prospectus supplement, +1 more

5 terms

reverse share split financial

"The Board approved a 1-for-7 reverse share split of the Ordinary Shares"

A reverse share split is when a company reduces the number of its shares outstanding by combining multiple shares into one, effectively increasing the price of each share. For investors, this can help improve the company's image or meet stock exchange listing requirements, but it does not change the total value of their investment. It’s similar to turning many small pieces of a puzzle into fewer larger pieces—nothing new is added or lost, just rearranged.

par value financial

"reverse share split of the ordinary shares of the Company, par value NIS 48.00 per share"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

Registration Statement on Form F-1 regulatory

"forms a part of the Company’s Registration Statement on Form F-1"

A registration statement on Form F-1 is a legal document companies file with regulators to offer their shares to investors in a foreign country or market. It provides essential information about the company's business, finances, and risks, helping investors make informed decisions about whether to buy its stock. This process ensures transparency and protects investors by making company details publicly available before trading begins.

prospectus supplement regulatory

"This is a prospectus supplement to the prospectus, dated February 24, 2026"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Nasdaq Capital Market market

"Ordinary Shares began trading on a split-adjusted basis on The Nasdaq Capital Market"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

Offering Details

secondary

Offering

Offering Type secondary

FAQ

What does Check-Cap Ltd. (MBAI) disclose in this 424B3 supplement?

Check-Cap Ltd. updates its existing F-1 prospectus for an offering of up to 266,551 Ordinary Shares to reflect a recently effective 1-for-7 reverse share split of its Ordinary Shares and related share-count adjustments.

How did the reverse share split affect MBAI’s shares outstanding?

The 1-for-7 reverse share split reduced issued and outstanding Ordinary Shares from approximately 9,463,062 to approximately 1,351,866, with every seven pre-split shares combined into one and fractional shares rounded up to whole shares.

When did the MBAI reverse share split become effective and start trading?

The reverse share split became effective on August 13, 2026, and the Ordinary Shares began trading on a split-adjusted basis on the Nasdaq Capital Market under the symbol MBAI at the opening of trading that same day.

Did the reverse share split change MBAI shareholders’ ownership percentages?

The company states the reverse share split affected all holders of Ordinary Shares uniformly and did not alter any shareholder’s percentage ownership interest, except for minor changes from the rounding up of fractional shares to whole shares.

What remained unchanged at Check-Cap Ltd. (MBAI) after the reverse split?

The reverse share split did not change the par value of the Ordinary Shares, the authorized and registered share capital, or the terms of the December 17, 2025 Purchase Agreement between Check-Cap Ltd. and ARC Group International Ltd.

What was the MBAI share price around the reverse split effective date?

On August 12, 2026, the last reported sale price of Check-Cap Ltd.’s Ordinary Shares on the Nasdaq Capital Market was $1.27 per share, immediately before trading commenced on a split-adjusted basis following the reverse share split.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/13/2026 - 09:02 AM Accepted by SEC EDGAR 08/13/2026 - 09:00 AM Learn about SEC filing dates

PROSPECTUS SUPPLEMENT NO. 2
(TO PROSPECTUS DATED FEBRUARY 24, 2026) Filed pursuant to Rule 424(b)(3)
Registration No. 333-293109

Up to 266,551 Ordinary Shares

Check-Cap Ltd.

This is a prospectus supplement (the “Prospectus Supplement”) to the prospectus, dated February 24, 2026 (as supplemented or amended from time to time, the “Prospectus”), of Check-Cap Ltd. (the “Company”), which forms a part of the Company’s Registration Statement on Form F-1 (Registration No. 333-293109), as amended from time to time.

This Prospectus Supplement is being filed to update and supplement the information included in the Prospectus with the reverse share split of the ordinary shares of the Company, par value NIS 48.00 per share (“Ordinary Shares”), described below.

The Company’s Board of Directors (the “Board”) approved a 1-for-7 reverse share split of the Ordinary Shares (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 Reverse Share Split became effective on August 13, 2026, and the Ordinary Shares began trading on a split-adjusted basis on The Nasdaq Capital Market (“Nasdaq”) under the symbol “MBAI” at the opening of trading on August 13, 2026, under new CUSIP number M6S83C106.

At the effective time of the Reverse Share Split, every seven Ordinary Shares issued and outstanding were combined into one Ordinary Share. No fractional shares were issued. Any fractional share resulting from the Reverse Share Split was rounded up to the nearest whole Ordinary Share. Equiniti Trust Company, LLC is acting as transfer agent and exchange agent for the Reverse Share Split. The Reverse Share Split affected all holders of Ordinary Shares uniformly and did not alter any shareholder’s percentage ownership interest, except for the rounding up of fractional shares. The Reverse Share Split did not change the par value of the Ordinary Shares or the Company’s authorized and registered share capital.

All references in the Prospectus to numbers of Ordinary Shares and per-share prices are updated to give retroactive effect to the Reverse Share Split. As so adjusted, the number of Ordinary Shares issued and outstanding as of the date of this Prospectus Supplement was reduced from approximately 9,463,062 Ordinary Shares to approximately 1,351,866 Ordinary Shares. The Reverse Share Split did not modify the terms of the Purchase Agreement, dated December 17, 2025, between the Company and ARC Group International Ltd.

This Prospectus Supplement should be read in conjunction with, and delivered with, the Prospectus and is qualified by reference to the Prospectus except to the extent that the information in this Prospectus Supplement supersedes the information contained in the Prospectus. The Prospectus Supplement included website addresses solely as inactive textual references. The information contained on those websites is specifically not incorporated by reference into this Prospectus Supplement.

This Prospectus Supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, including any amendments or supplements to it.

The Ordinary Shares are listed on Nasdaq under the symbol “MBAI.” On August 12, 2026, the last reported sale price of the Ordinary Shares on Nasdaq was $1.27 per share.

Investing in the Company’s securities involves a high degree of risk. See “Risk Factors” beginning on page 6 of the Prospectus and “Item 3. — Key Information — D. Risk Factors” in the Company’s Annual Report on Form 20-F for the year ended December 31, 2025 for a discussion of information that should be considered in connection with an investment in the Company’s securities.

Neither the Commission nor any state or other foreign securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is August 13, 2026.