Check-Cap Ltd — Form F-1
Filed July 24, 2026 · analyzed by the Registration Agent
F-1
▼ Likely negative
significance 72/100
What the filing says
Check-Cap Ltd (Israeli medical-device company, $7.5M assets) is merging with MBody AI Corp (robotics/AI software, Las Vegas). Upon closing: Check-Cap shareholders own ~10%, MBody AI shareholders own ~90% on fully diluted basis. Merger contingent on Nasdaq approval; expected H2 2026. Separately, ~$16.3M in Apollo Loans will be exchanged for 7.5% equity stake in Apollo, but only if Merger closes—if Merger fails, loans remain outstanding with going-concern doubts.
Why this rating
Massive ownership dilution (90/10 split) materially reshapes shareholder control. Merger is quasi-bankruptcy lifeline for cash-strapped Check-Cap ($219K cash, going-concern doubts). $16.3M contingent debt-for-equity is material relative to $7.5M asset base. However, significance modest because deal transforms company entirely into MBody AI.
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