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Check-Cap Ltd., an Israel-incorporated clinical-stage diagnostics company listed on Nasdaq as MBAI, has filed a Form F-1 for a firm-commitment underwritten public offering of its ordinary shares. The shares have a par value of NIS 48.00, and the listing of the ordinary shares on Nasdaq is a condition to closing the offering, although completion of a planned merger is not contingent on that listing.
The company has entered into a Merger Agreement under which MBody AI Corp., a Nevada-based embodied artificial intelligence business, will become a wholly owned subsidiary and the combined company will be renamed MBody AI Ltd.. After the Merger, former MBody AI equityholders are expected to own about 90% of the fully diluted ordinary shares, with existing Check-Cap holders owning about 10%. A prior business combination agreement with Apollo will terminate at closing, and approximately $16.3 million of Apollo loans will convert into a 7.5% equity interest in Apollo. Management and the board have concluded that substantial doubt exists about the company’s ability to continue as a going concern, and they state that continued operations depend on raising additional capital and completing the Merger.
Check-Cap Ltd. reports that merger partner MBody AI is expanding its service-robotics operations across North America while their business combination continues to move forward. MBody AI plans to grow its U.S. presence from nine to eleven states by adding Florida and California in July 2026 and has launched its first deployment in Canada with a dedicated general manager.
MBody AI’s Orchestrator software platform is already running a 30‑day pilot with two types of service robots in live operations, underscoring real-world use. The merger between Check-Cap and MBody AI has been approved by shareholders of both companies and is described as on track to close in the second half of 2026, subject to Nasdaq listing approval and other customary closing conditions.
The release notes that the North American service-robotics market is projected to reach about $16 billion in 2026 and $29 billion by 2031, with the Canadian segment expected to approach $1.5 billion by 2029. Check-Cap positions the combined company as a future publicly traded leader in embodied artificial intelligence, focused on orchestrating robotic fleets for large enterprise customers across several industries.
Check-Cap Ltd. is amending a prior report to furnish updated audited financial statements for MBody AI Corp. and unaudited pro forma combined financials ahead of their planned merger. MBody AI generated $2.33 million in 2025 revenue and $507,851 in net income, with total assets of $3.45 million and no going concern doubt. Its model relies heavily on sales-type leases, with a net investment of $2.09 million and one major customer providing about 94% of 2025 revenue. Pro forma, assuming the merger and reverse recapitalization, the combined company would show $10.92 million in assets and $4.65 million in net income for 2025, with MBody AI treated as the accounting acquirer and Check-Cap’s accumulated deficit eliminated into additional paid-in capital. The merger is expected to close in the second half of 2026, subject to Nasdaq listing approval and remaining conditions.
Check-Cap Ltd. files Post-Effective Amendment No. 2 to its Form F-1 to register for resale up to 1,865,857 ordinary shares issuable to ARC Group International Ltd. under a December 17, 2025 purchase agreement. The prospectus states the Company will not receive proceeds from resales by the Selling Shareholder; separate purchases by the Company from time to time under the Purchase Agreement could generate aggregate gross proceeds of up to $30.0 million (figures in the prospectus also reference $29.4 million), subject to conditions, ownership caps and Nasdaq rules. As of May 13, 2026, 7,730,359 shares were outstanding; the prospectus shows 9,596,216 shares would be outstanding if all 1,865,857 registered shares are issued.
Check-Cap Ltd. is registering for resale up to 1,865,857 Ordinary Shares.
The resale registration covers shares held or issuable to ARC Group International Ltd. under a December 17, 2025 Purchase Agreement, including 267,857 Commitment Fee Shares and 1,598,000 Advance Shares available for resale. The Company will not receive proceeds from resales by the Selling Shareholder; however, it may receive up to $30.0 million in aggregate gross proceeds if and when it elects to sell shares to the Selling Shareholder under the Purchase Agreement. The Prospectus states 7,730,359 Ordinary Shares outstanding as of May 13, 2026 and illustrates a pro forma outstanding share count of 9,596,216 assuming issuance of all 1,865,857 shares to the Selling Shareholder.
The filing also incorporates information about the proposed Merger with MBody AI, which, if completed, is expected to result in former MBody AI equityholders owning approximately 90% and former Check-Cap equityholders owning approximately 10% of the combined company on a fully diluted basis.
Check-Cap Ltd. furnished audited 2025 financials for merger target MBody AI Corp. and unaudited pro forma combined results ahead of their planned merger. MBody AI reported 2025 net revenue of $2.4 million and net income of $507,851, driven mainly by customer subscription contracts accounted for as sales-type leases.
The pro forma combined statement for 2025 shows net income of $4.6 million, including $6.5 million of income on debt extinguishment and conversion at Check-Cap. MBody AI ended 2025 with total assets of $3.4 million, including $2.1 million of net investment in customer subscription contracts and $799,468 in cash, and had a current $400,000 related-party loan from Apollo Technology Capital. The merger, structured as a reverse recapitalization with MBody AI as the accounting acquirer and its holders owning about 90% of the combined company, is expected in the first half of 2026 but remains subject to capital, listing and regulatory conditions.
Check-Cap Ltd. files its annual report on Form 20-F, detailing a pending merger with MBody AI and a major strategic shift away from its legacy colorectal screening technology. As of December 31, 2025, the company had 7,020,502 ordinary shares outstanding.
The Merger Agreement would leave former MBody AI equityholders with about 90% of the combined company on a fully diluted basis, with existing Check-Cap shareholders holding about 10%, and the combined company renamed MBody AI Ltd. Management discloses substantial doubt about the company’s ability to continue as a going concern, noting dependence on completing the merger and accessing a $30.0 million equity line with ARC.
The filing describes prior failed business combinations with Keystone and Apollo, approximately $16.3 million in loans to Apollo now carried as a $6.525 million equity investment, and a possible termination fee of up to $2.5 million payable to MBody AI if the merger ends under certain conditions. It also highlights acquisition of New Jersey Ghost Kitchen franchise rights funded with 1,169,596 new shares, potential future dilution from the ARC facility, and significant historical losses despite 2025 net income driven by strategic transactions.
Check-Cap Ltd., through its pending merger partner MBody AI Corp., reports that MBody AI has expanded an existing robotics deployment with a Fortune 500 gaming and hospitality operator from a pilot into a multi-property rollout. The current deployment still covers less than 10% of the operator’s national footprint, leaving substantial room for future expansion. MBody AI’s autonomous floor-care robots are managed under long-term subscription agreements via its Orchestrator platform, designed to generate recurring revenue as deployments scale. Check-Cap also reiterates that its merger with MBody AI is targeted to close in the first half of 2026 and notes a routine Nasdaq request for supplemental information as part of the new listing application process.
Check-Cap Ltd director Carlos Cheung filed an initial statement of beneficial ownership on Form 3. This filing establishes his status as an insider of the company but does not report any stock purchases, sales, option exercises, or other transactions at this time.