Check-Cap Advances MBody AI Merger with F-1 Filing and MBody AI Audited Financials
Company Confirms Merger with MBody AI Remains on Track following regaining Compliance with NASDAQ Listing Standards; Provides Update Regarding Recently Filed MBody AI Financials
ISFIYA, Israel, Feb. 02, 2026 (GLOBE NEWSWIRE) — Check-Cap Ltd. (NASDAQ: MBAI) (“Check-Cap” or the “Company”) today announced key regulatory milestones supporting the completion of its previously announced merger with MBody AI Corp. (“MBody AI”), the filing of a Form F-1 Registration Statement and the furnishing of MBody AI’s audited financial statements on Form 6-K.
These filings follow the Company’s return to compliance with Nasdaq continued listing requirements and represent significant steps toward closing the merger in the first half of 2026.
F-1 Filing Supports Strategic Capital Flexibility
The Form F-1 registers shares in connection with Check-Cap’s previously announced equity line of credit with ARC Group International Inc., providing the Company with access to up to $30 million in discretionary growth capital, once the registration statement becomes effective. The Company may issue shares to Arc Group under the facility at its discretion, subject to the satisfaction of certain conditions set forth therein, and is designed to support strategic flexibility as the combined company prepares to scale MBody AI’s commercial platform following the merger.
MBody AI Financials Reflect Platform-Building Phase
The Company furnished MBody AI’s audited financial statements for the year ended December 31, 2024 and the six months ended June 30, 2025, together with unaudited pro forma financials giving effect to the merger.
The audited periods reflect MBody AI’s platform-building phase, prior to the commercial inflection that emerged in the second half of 2025 as customer deployments scaled. The Company and MBody AI believe subsequent periods will reflect materially expanded deployments and customer engagement as MBody AI entered a new phase of commercial scale.
Leadership Commentary
David Lontini, Chairman of the Board and Interim Chief Executive Officer of Check-Cap, stated: “With the Company back in compliance with the Nasdaq listing rules, these filings mark a significant step forward as we advance the MBody AI merger toward completion. The availability of an additional $30 million, at our discretion, will enhance our financial flexibility. We have no obligation to draw on this facility. Any future utilization is entirely at our discretion and would be guided by our assessment of the combined company’s value and prevailing market conditions. Our regulatory progress underscores our readiness for the next phase. We are entering 2026 with a clear mandate: close the transaction and position the combined company to lead in physical AI.”
John Fowler, Chief Executive Officer of MBody AI, added: “Completing our PCAOB audits is a critical milestone as we prepare to enter the public markets. While these financials reflect our platform-building era, we believe the second half of 2025 marked a clear inflection point where deployments expanded materially, and our pipeline accelerated. The physical AI opportunity is real, it’s scaling now, and MBody AI is positioned at the center of it.”
Merger on Track
The merger remains subject to customary closing conditions and is expected to close in the coming months, positioning public-market investors to gain exposure to the embodied AI sector through a Nasdaq-listed platform.
About Check-Cap Ltd.
Check-Cap Ltd. (NASDAQ: MBAI) is a technology company executing a strategic transformation through its shareholder-approved merger with MBody AI. Upon completion, Check-Cap expects to become a publicly traded leader in embodied artificial intelligence, delivering enterprise-grade AI orchestration for robotic systems across hospitality, healthcare, logistics, and data center operations.
About MBody AI Corp.
MBody AI is an embodied artificial intelligence company building the autonomous workforce of the future. Its proprietary, hardware-agnostic MBody AI Orchestrator™ platform delivers real-time data intelligence and AI-driven performance insights for robotic fleets, with capabilities spanning deployment optimization, predictive maintenance, and full-fleet coordination. MBody AI serves Fortune 500 enterprises and blue-chip customers across multiple industry verticals. For more information, visit www.mbody.ai.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements, which include, among others, statements regarding the completion and timing of the merger with MBody AI, the Company’s ability to maintain continued compliance with Nasdaq listing requirements, the expected benefits of the merger, MBody AI’s technology roadmap, the Company’s belief about the market and technology trends, the anticipated growth of the embodied AI market, the future operations and positioning of the combined company, the anticipated use or non-use of the equity line of credit facility with ARC Group International Inc. and its expected impact on dilution, the effectiveness of the Form F-1 Registration Statement as declared by the SEC and its effect on the availability of capital under the equity line of credit facility, MBody AI’s expected commercial scaling and deployment growth following the commercial inflection in the second half of 2025, and the expected timeline for closing the merger including the first half of 2026 target. These forward-looking statements are based on the Company’s current intentions, beliefs, and expectations regarding future events. Actual results may differ materially due to risks and uncertainties including, but not limited to, the satisfaction of closing conditions, the ability to complete the merger on the anticipated timeline or at all, integration risks, customer concentration risks including the potential loss or termination of key customer contracts, the ability to develop and commercialize new products and features, the risk that the SEC may not declare the Form F-1 Registration Statement effective or may require material amendments, the uncertainty surrounding the timing and amount of any drawdowns under the equity line of credit facility and its resulting impact on share dilution, the ability of MBody AI to sustain and scale commercial deployments at the pace implied by recent trends, market conditions, and other factors described in the Company’s filings with the U.S. Securities and Exchange Commission. The Company undertakes no obligation to update forward-looking statements except as required by law.
A registration statement relating to the securities to be offered for resale by ARC Group International Inc. has been filed with the Securities and Exchange Commission but has not yet become effective. Such securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Investor Relations
investors@mbody.ai
www.mbody.ai
Follow MBody AI
Website: mbody.ai | LinkedIn: linkedin.com/company/mbody-ai-corp | X: @MBodyAI | Instagram: @MBodyAI
A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/9c2e116b-cf9a-4361-a07f-8c336dee5c61
