Check-Cap Ltd. is merging with MBody AI Corp. to create a leading publicly traded embodied AI company positioned to capture the $40 trillion autonomous workforce opportunity.
Check-Cap Ltd. (NASDAQ: MBAI) has entered into a definitive agreement to merge with MBody AI Corp., a privately held embodied AI company building the intelligence layer for autonomous workforces. The combined company will trade on NASDAQ under the ticker symbol MBAI.
Under the terms of the merger agreement, existing Check-Cap shareholders will have the opportunity to own approximately 10% of the combined entity upon closing, providing direct exposure to MBody AI's embodied AI platform as a publicly traded company.
The transaction has received overwhelming shareholder support, with 98%+ approval at the Annual General Meeting of Shareholders. The merger is expected to close in H1 2026, subject to customary closing conditions including regulatory approvals.
Key milestones in the Check-Cap and MBody AI merger journey.
Check-Cap and MBody AI Corp. entered into a definitive merger agreement, outlining the terms of the business combination to create a publicly traded embodied AI company.
Check-Cap shareholders voted overwhelmingly in favor of the merger at the Annual General Meeting of Shareholders, with over 98% of votes cast approving the transaction.
NASDAQ approved the ticker symbol change from CHEK to MBAI, reflecting the company's strategic pivot toward embodied artificial intelligence.
Check-Cap cleared important NASDAQ listing requirements, advancing the merger timeline and demonstrating continued compliance with exchange standards.
The company filed its F-1 registration statement with audited financials and submitted the NASDAQ listing application for the combined entity, bringing the transaction closer to completion.
The merger is expected to close in the first half of 2026, subject to customary closing conditions including SEC effectiveness and regulatory approvals.
The combination of Check-Cap's public company infrastructure with MBody AI's technology creates a uniquely positioned embodied AI company.
MBody AI gains access to public capital markets through an established NASDAQ-listed entity, enabling growth capital for scaling operations.
Morgan Stanley projects the embodied AI market to reach $40 trillion by 2050, positioning the combined company at the forefront of a generational technology shift.
MBody AI's Orchestrator™ platform and 6 provisional patents provide a defensible technology position in the autonomous workforce intelligence layer.
Existing relationships with Fortune 500 and blue-chip enterprise clients provide a foundation for revenue growth and market expansion.
The merger is structured as a business combination in which MBody AI Corp. will merge with a subsidiary of Check-Cap Ltd. The transaction reflects an approximate 90/10 equity split in favor of MBody AI shareholders. Upon closing, Check-Cap Ltd. will be renamed MBody AI Ltd. and the combined company is expected to continue to trade on NASDAQ under the ticker MBAI, subject to NASDAQ's approval of the listing application for the combined entity's ordinary shares.*
* The continued listing of the combined entity's ordinary shares on NASDAQ is subject to NASDAQ's approval of the listing application. There can be no assurance that such approval will be obtained.
Available via SEC EDGAR and our investor relations portal.
The completion of the proposed merger is subject to customary closing conditions, including but not limited to:
Approval by NASDAQ of the listing application for the combined entity's ordinary shares.
Satisfaction of applicable regulatory requirements and governmental approvals.
Absence of any material adverse change in the business, financial condition, or operations of either party prior to closing.
Delivery of audited financial statements, officer certificates, legal opinions, and other customary closing deliverables.
There can be no assurance that all closing conditions will be satisfied or that the transaction will be completed on the anticipated timeline, or at all. Investors should review the company's SEC filings for a complete description of risks, conditions, and terms.
Common questions about the Check-Cap and MBody AI merger.
Check-Cap Ltd. (NASDAQ: MBAI) has entered into a definitive merger agreement with MBody AI Corp., a privately held embodied AI company. Upon closing, MBody AI will merge with a subsidiary of Check-Cap, and the combined company will be renamed MBody AI Ltd. The combined entity is expected to continue trading on NASDAQ under the ticker MBAI, subject to NASDAQ's approval of the listing application. Check-Cap will retain its medical diagnostic assets, including its intellectual property portfolio.
In June 2023, Check-Cap discontinued development of its C-Scan system and began evaluating strategic alternatives. The Board conducted a thorough review of multiple opportunities before unanimously determining that a merger with MBody AI Corp. represents the most compelling path forward for shareholders.
MBody AI presents an attractive opportunity due to its existing and growing Fortune 500 client base, proprietary embodied AI technology platform, and position at the intersection of the physical AI revolution. The combination brings MBody AI to the public markets through Check-Cap's established NASDAQ listing, giving MBAI stock holders direct exposure to the embodied AI market.
Yes. At the Annual General Meeting of Shareholders held in November 2025, Check-Cap shareholders voted overwhelmingly in favor of the merger, with over 98% of votes cast approving the transaction.
Existing Check-Cap shareholders will continue to hold their ordinary shares. Upon closing, those shares will represent approximately 10% of the combined entity on a fully diluted basis. The combined company is expected to continue trading on NASDAQ under the ticker MBAI, subject to NASDAQ's approval of the listing application for the combined entity's ordinary shares.
The merger is expected to close in the first half of 2026, subject to customary closing conditions including SEC effectiveness and NASDAQ listing approval. There can be no assurance regarding the exact timing of the closing or that the transaction will be completed.
The transaction is subject to customary closing conditions, including:
Check-Cap's legal advisors for the transaction are Paul Hastings LLP in the United States and Rimon PC in Israel.
The Company's independent registered public accounting firm is BCRG Group.
All SEC filings related to the transaction are available free of charge on the SEC's website at www.sec.gov. Links to key documents are also available in the Key SEC Documents section above and on the Company's Investor Relations page.
For investor inquiries related to the transaction, please visit our Contact Us page and select "Investor Inquiry" as the subject.
Discover the technology and team behind the Orchestrator™ platform powering autonomous workforces across industries.
Forward-Looking Statements: This website contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended. These statements involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to differ materially from those expressed or implied. Forward-looking statements include, but are not limited to, statements regarding the proposed merger with MBody AI Corp., the expected timing of completion of the transaction, the combined company's anticipated operations, and the expected benefits of the transaction. These statements are subject to risks, including the ability to satisfy closing conditions, NASDAQ listing approval, regulatory approvals, and other factors described in Check-Cap's filings with the SEC, including its Annual Report on Form 20-F and the F-1 Registration Statement. Investors are urged to review these filings, available at the Investor Relations page, for a more complete discussion of risks and uncertainties. Check-Cap assumes no obligation to update forward-looking statements except as required by law.
Additional Information: In connection with the proposed merger, Check-Cap Ltd. has filed a Registration Statement on Form F-1 and a Proxy Statement with the SEC. Investors and security holders are urged to read these documents and any amendments or supplements thereto, as well as other relevant documents filed with the SEC, because they contain important information about the proposed transaction. These documents are available free of charge at the SEC's website at www.sec.gov and on the Company's Investor Relations page.
No Offer or Solicitation: This website does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any securities of Check-Cap Ltd. or any other entity. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.