Check-Cap (NASDAQ: MBAI) targets Q3 2026 close for MBody AI merger
Rhea-AI Filing Summary
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.
Positive
- Merger progress and clarified timeline: Check-Cap now targets closing its merger with MBody AI in the third quarter of 2026, within the next eight weeks from August 5, 2026, with the Form F-1 filed and SEC staff comments addressed and a Nasdaq listing application already submitted.
- Defined post-merger operating business: The combined company is expected to be a publicly traded provider of embodied artificial intelligence and enterprise robotics orchestration, built on MBody AI’s subscription-based platform serving hospitality, gaming, and commercial real estate operators, including Fortune 500 customers.
Negative
- Closing and listing remain uncertain: The merger and Nasdaq trading are contingent on Form F-1 effectiveness, final Nasdaq approval, satisfaction of all initial listing requirements, and other customary closing conditions, explicitly stated as not assured.
- Dependence on potential reverse share split and bid price: Forward-looking statements highlight risks around determining and implementing any reverse share split and satisfying Nasdaq’s minimum bid price requirement, which may affect the ability to obtain or maintain listing.
Filing Explained
Although Check-Cap publicly filed its Form F-1 on
Key Figures
Expected merger closing period: third quarter of 2026
Short-term closing target: next eight weeks
Form F-1 filing date: July 24, 2026
+3 more
6 metrics
Expected merger closing period
third quarter of 2026
Updated projected completion timing for the business combination with MBody AI
Short-term closing target
next eight weeks
Management’s stated target window for closing from the August 5, 2026 update
Form F-1 filing date
July 24, 2026
Date Check-Cap publicly filed its registration statement on Form F-1 with the SEC
Nasdaq application submission
February 24, 2026
Date the Nasdaq initial listing application was submitted
Annual report filing date
April 27, 2026
Date of Check-Cap’s annual report on Form 20-F
Prior closing expectation period
second half of 2026
Earlier guidance on merger timing before being narrowed to the third quarter of 2026
Key Terms
Form F-1, initial listing application, embodied artificial intelligence, reverse share split, +2 more
6 terms
Form F-1 regulatory
"The Company publicly filed its registration statement on Form F-1 with the U.S. SEC"
A Form F-1 is the document a non-U.S. company files with U.S. regulators when it wants to sell stock or other securities to U.S. investors. It lays out the company’s business, finances, risks and how the offering will work, acting like a product manual and ingredient list so investors can judge what they’re buying. For investors, it’s a key source of verified information used to compare opportunities and assess potential reward and risk.
initial listing application regulatory
"final approval of the Company’s initial listing application by Nasdaq"
An initial listing application is a company’s formal request to a stock exchange to have its shares offered publicly for the first time. Investors care because the application starts a review of the company’s finances, governance and disclosures—like a store deciding whether to carry a new product—so approval affects when shares become tradable, how much scrutiny the company faces, and the potential liquidity and price discovery for investors.
embodied artificial intelligence technical
"a publicly traded provider of embodied artificial intelligence, delivering enterprise-grade AI orchestration"
Embodied artificial intelligence is software that controls a physical device—such as a robot, drone, or smart sensor—so it can perceive, move and act in the real world rather than just process data in a computer. Investors care because embedding AI into hardware creates new markets, recurring service and maintenance revenue, and higher upfront costs and regulatory or safety risks, much like putting an engine into a new type of vehicle changes manufacturing and ongoing business models.
minimum bid price requirement financial
"the Company’s ability to satisfy Nasdaq’s minimum bid price requirement"
A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.
enterprise robotics platform technical
"MBody AI Corp. is a hardware-agnostic enterprise robotics platform"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did Check-Cap Ltd. (MBAI) announce about its merger timeline with MBody AI?
Check-Cap announced it now expects its merger with MBody AI to close in the third quarter of 2026, targeting the next eight weeks from August 5, 2026. This updates its prior expectation of closing in the second half of 2026.
What regulatory steps has Check-Cap (MBAI) completed for the MBody AI merger?
Check-Cap has publicly filed a Form F-1 registration statement on July 24, 2026 and responded to all SEC staff comments. It also submitted a Nasdaq initial listing application on February 24, 2026, and filed its annual report on Form 20-F on April 27, 2026.
What conditions must be satisfied before the Check-Cap (MBAI) and MBody AI merger can close?
Closing depends on Form F-1 effectiveness, final approval of Check-Cap’s Nasdaq initial listing application including all initial listing requirements, and remaining customary closing conditions. The company states that none of these conditions is assured.
What business will the combined Check-Cap (MBAI) and MBody AI company operate after the merger?
After completion, Check-Cap expects to be a publicly traded provider of embodied artificial intelligence, offering enterprise-grade AI orchestration for robotic systems in hospitality, gaming, and commercial real estate, using MBody AI’s hardware-agnostic, subscription-based MBody AI Orchestrator™ platform.
Will the combined Check-Cap and MBody AI company remain listed on Nasdaq, and under what ticker?
Upon completion of the merger and satisfaction of all listing conditions, the combined company is expected to continue trading on Nasdaq under the ticker symbol “MBAI”. However, Nasdaq’s final approval and all listing requirements are still pending and not assured.
Where can investors in Check-Cap (MBAI) find more information about MBody AI and the merger?
Investors are directed to ir.mbody.ai for additional information. The company also highlights its publicly filed Form F-1 registration statement and other U.S. Securities and Exchange Commission filings as key sources on the transaction and the combined business.