2026-07-24-SEC-Form_F-1_Check-Cap_Ltd_87页_682kb

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.