> **来源：[研报客](https://pc.yanbaoke.cn)** # Check-Cap Ltd. Public Offering Summary ## Core Content This document outlines a **public offering** of ordinary shares by **Check-Cap Ltd.**, a **clinical stage medical diagnostics company** with a limited operating history. The offering is **subject to the listing of Check-Cap's shares on Nasdaq** following a **merger with MBody AI Corp.** (the "Merger"). The shares will be listed under the ticker symbol "MBAI" after the merger, which is expected to occur in the **second half of 2026**. ## Main Points - **Company Overview**: Check-Cap is a clinical-stage medical diagnostics company that has significantly reduced its workforce and shifted focus to essential research and strategic options after reviewing revised pivotal study protocols and interacting with the FDA. - **Merger with MBody AI**: - Check-Cap entered into a **Merger Agreement** with MBody AI and its subsidiary, **CC Merger Sub Inc.**, on **September 12, 2025**. - The merger is expected to be completed in the **second half of 2026**, contingent on the **approval of the initial Nasdaq listing**. - The combined company will be renamed **MBody AI Ltd.**. - **Share ownership post-merger** will be approximately **90% by former MBody AI shareholders** and **10% by former Check-Cap shareholders** on a fully diluted basis. - The **merger is not contingent** on the success of the public offering. - **Public Offering Details**: - This is a **firm commitment public offering** of ordinary shares. - The **public offering price** is assumed to be **\$ per share**, but the actual price will be determined at the time of pricing and may be at a **discount to the current market price**. - The **underwriters** have the option to purchase up to an **estimated additional Ordinary Shares** at the public offering price, less underwriting discounts and commissions, within **30 days** after the prospectus date. - The **closing of the offering is contingent** on the **Nasdaq listing** of the shares. - **Closing Conditions**: - Includes **shareholder approvals**, **regulatory clearances**, and **antitrust waiting period expiration**. - The **Outside Date** for the merger has been **extended to December 31, 2026**. - The **merger is subject to termination** if certain conditions are not met, including **failure to consummate by the Outside Date**, **adverse board recommendations**, **material breaches**, or **Check-Cap pursuing alternative transactions**. - **Post-Merger Structure**: - The **combined company's board** will be comprised of **individuals designated by MBody AI**, with **Check-Cap designating one director**. - The **legacy business of Check-Cap** will continue as part of the combined company, maintaining its **patents and proprietary medical equipment**. - The **Ghost Kitchen franchise rights** acquired through the **Parea APA** will be operated **separately** from MBody AI’s **robotics and software business**. - **MBody AI Overview**: - MBody AI is an **embodied AI company** focused on the **hospitality industry**, with potential applications in **warehousing, office management, and healthcare**. - Its core product is the **Orchestrator**, a **proprietary, hardware-agnostic software platform** that enables **autonomous systems** to operate, coordinate, and improve in real-world environments. - The Orchestrator includes **AI optimization**, **adaptive learning**, and **dynamic routing** capabilities, designed to **enhance operational efficiency** and **reduce human supervision**. - **Intellectual Property**: - MBody AI holds **six U.S. provisional patent applications** related to its **embodied AI platform** and **robotic systems**. - These applications cover **cloud-orchestrated control**, **multi-OEM task orchestration**, **adaptive cleaning optimization**, **social-aware dynamic routing**, **AI-driven thermal task planning**, and **heat-resilient hardware design**. - The **provisional applications** are **pending** until **September 15, 2026**, and **October 30, 2026**, respectively, with **non-provisional applications** expected to be filed to preserve the priority dates. - **Products and Services**: - MBody AI offers **automated robot leasing**, **Orchestrator software**, and **related services** such as **installation, training, maintenance, and support**. - Revenue is primarily generated from **hospitality industry deployments**, particularly with **casino and resort operators**. - MBody AI has **cumulatively provided cleaning services** for **approximately 600 million square feet**. - **Risk Factors**: - The company is a **foreign private issuer**, subject to **reduced reporting requirements**. - There is **substantial doubt** about the company's ability to continue as a going concern due to **limited capital** and **uncertain merger completion**. - The **public offering price** may be **lower than the current market price**. - The **merger may not close**, and if it does not, the **Apollo BCA** and **Apollo Loans** will remain in effect. - The **success of the Ghost Kitchen franchise** depends on the company's **ability to operate effectively** and **attract franchisees**. - **Legal and Regulatory Considerations**: - The **merger is subject to customary closing conditions**, including **regulatory and exchange approvals**. - The **underwriters are not liable** for any **misstatements or omissions** in the prospectus. - The **SEC has not approved or disapproved** the offering, and **investors should rely solely** on the information provided in this document. ## Key Information - **Offering Type**: Firm commitment public offering of ordinary shares. - **Public Offering Price**: Not specified; to be determined at the time of pricing. - **Underwriting**: Northland Capital Markets is the underwriter. - **Merger Details**: - **Date**: September 12, 2025. - **Target**: MBody AI Corp. - **Expected Completion**: Second half of 2026. - **Listing**: The offering is contingent on the **Nasdaq listing** of the shares. - **Post-Merger Ownership**: - 90% to former MBody AI shareholders. - 10% to former Check-Cap shareholders. - **Intellectual Property**: - Six provisional U.S. patent applications pending. - No enforceable patents currently granted. - **Products**: - Automated robot leasing. - Orchestrator software platform. - Related services (installation, training, maintenance, support). - **Market Focus**: Hospitality industry with potential expansion into other sectors. ## Summary This prospectus outlines a public offering of ordinary shares by Check-Cap Ltd., a clinical-stage medical diagnostics company, in conjunction with a **merger with MBody AI Corp.**. The merger is expected to occur in the **second half of 2026**, and the company will change its name to **MBody AI Ltd.**. The public offering is **subject to the Nasdaq listing** of the shares, which is pending. The offering price is **not yet determined** and may be **lower than the current market price**. The **merger may not close**, which could leave the **Apollo BCA** and **Apollo Loans** in effect. MBody AI's business focuses on **embodied AI technologies**, with its **Orchestrator platform** enabling **autonomous systems** to operate and improve in real-world environments. The company has **limited experience** in the **Ghost Kitchen industry**, and the **success of the acquired franchise rights** is uncertain. The **prospects of the company** are closely tied to the **completion of the merger** and **ability to raise capital**.