Check-Cap Closes MBody AI Merger and $10 Million Share Sale; the Nasdaq Listing Now Trades as MBAI
The Nasdaq-listed Israeli company previously named Check-Cap Ltd. said on Friday morning that it has completed its business combination with MBody AI Corp and closed a $10.0 million underwritten public offering, leaving the listed entity renamed MBody AI Ltd. and trading on the Nasdaq Capital Market under the symbol MBAI.
The announcement was issued through GlobeNewswire on Aug. 28. In it, the company dates the closing of the business combination to Aug. 26 and the closing of the underwritten offering to Aug. 27. The Aug. 26 pricing release had said the offering was expected to close "on or about August 27, 2026, subject to the satisfaction of customary closing conditions."
The offering
According to the pricing release, the company sold 1,538,462 ordinary shares at $6.50 per share before underwriting discounts and commissions, for $10.0 million in gross proceeds. Northland Capital Markets acted as sole book-runner. The shares were offered under a registration statement on Form F-1, File No. 333-297704, which the release says became effective on Aug. 25, 2026.
The underwriter holds a 30-day option to purchase up to an additional 230,769 ordinary shares at the offering price less fees. If exercised in full, that option would increase the share count above the figure the company reported on Friday.
John Fowler, the chief executive, is quoted in Friday's release saying the company wanted an ordinary-share-only offering and that "we enter the public markets with no debt, no preferred shares and no convertible securities, so our new shareholders own the same security management owns." Separately, the release states that other than a small number of legacy warrants issued prior to the business combination, the company has no outstanding warrants, preferred shares, convertible securities or debt. Those are the company's own descriptions of its balance sheet and have not been independently verified by this desk against filed financial statements.
Who holds the stock
Friday's release puts shares outstanding after the offering at approximately 15,293,552 ordinary shares, excluding any shares issuable on exercise of the underwriter's option. Of that total, it reports 12,379,581 shares — approximately 81 percent — as held by former shareholders of MBody AI Corp. Those shares, the release says, "were issued in an exempt transaction and are restricted securities." Subtracting one figure from the other leaves 2,913,971 shares outside that block.
That concentration is the ordinary arithmetic of a reverse merger: the private company's owners end up holding the large majority of the listed entity. The lock-up position is narrower than the restricted block. The release says only that "a majority of the shares held by former shareholders of MBody AI Corp. are also subject to lock-up agreements which were entered into in connection with the Offering" — not the whole 12,379,581 — and it states no lock-up term, expiry or release condition anywhere. How much of that block is locked up, and until when, cannot be determined from these two announcements, so neither can the eventual size of the freely trading share base.
Identity changes and proceeds
The company says the name change to MBody AI Ltd. has been registered with the Israeli Companies Registrar. The ordinary shares carry a new CUSIP, M6S83C106, and the listing remains on the Nasdaq Capital Market. Stated uses of proceeds are expansion of robot deployment, working capital and general corporate purposes.
The company describes itself following the combination as an embodied artificial intelligence and enterprise robotics platform. That is a self-description drawn from the press release rather than an assessment of the business.
What the releases do not contain
Neither the Aug. 26 pricing release nor the Aug. 28 completion release contains revenue, operating loss or cash-balance figures for MBody AI, nor any statement about substantial doubt regarding the company's ability to continue as a going concern in either direction. An investor reading only these two documents has the transaction terms and the share count, and no financial statements. Those would appear in subsequent filings with the Securities and Exchange Commission.
This desk did not retrieve the underlying SEC filings for this article. Every figure above is drawn from the two GlobeNewswire releases cited below and is attributed accordingly.
The Herald is not reporting any Aug. 28 trading level for MBAI. The United States market session was open at the time of publication and no closing price for the day exists.
