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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.
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.