Check-Cap to merge with MBody AI

September 12, 2025 4:44 PM UTC

Check-Cap Ltd. (NASDAQ: CHEK) entered into a merger agreement on September 12, 2025, with MBody AI, a Nevada-based artificial intelligence company. Under the agreement, Check-Cap will acquire MBody AI through a subsidiary merger, with MBody AI becoming a wholly-owned subsidiary of Check-Cap.

MBody AI develops artificial intelligence systems for autonomous operations, initially targeting the hospitality sector with plans to expand into warehousing, office management, and healthcare markets. The company describes its technology as an AI stack that enables systems to learn and adapt in real time.

Following the merger completion, the combined entity will be renamed "MBody AI Ltd." or a similar name. Check-Cap's existing medical device research and development operations will continue as part of the merged company, along with its patent portfolio and medical equipment assets.

The transaction will result in MBody AI shareholders owning 90% of the combined company on a fully diluted basis, while current Check-Cap shareholders will retain 10%. Each MBody AI share will be exchanged for ordinary shares of Check-Cap.

Check-Cap expects the merger to create synergies with its Ghost Kitchen franchise rights in New Jersey through shared technology and operational resources. The company's legacy business will maintain its research activities within the combined organization.

The companies anticipate closing the transaction in the fourth quarter of 2025, subject to satisfaction of closing conditions outlined in the merger agreement. The completion timeline may vary based on factors outside both companies' control.



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