Business Context and Reporting Period
This Form 6-K filing by Check-Cap Ltd. (the "Company") covers the month of September 2025, with a report date of September 12, 2025. The filing primarily announces the entry into a material definitive agreement for a merger and the scheduling of an Annual General Meeting of Shareholders.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses on corporate governance and transactional announcements rather than financial performance data.
Material Changes and Transactions
- Merger Agreement: On September 12, 2025, Check-Cap entered into an Agreement and Plan of Merger with MBody AI, a Nevada corporation focused on embodied AI. A wholly-owned subsidiary of Check-Cap will merge with MBody AI, which will survive as a wholly-owned subsidiary.
- Ownership Structure: Upon closing, current MBody AI equityholders will own 90% of the combined company on a fully diluted basis, while current Check-Cap equityholders will own 10%.
- Rebranding: The combined company will be renamed "MBody AI Ltd." or a similar name.
- Legacy Assets: Check-Cap's legacy business, including patents, proprietary medical equipment, and Ghost Kitchen franchise rights in New Jersey, will be retained and integrated.
- Termination of Prior Agreement: The Business Combination Agreement with Apollo Technology Capital Corporation (Apollo) will be terminated by mutual consent with no termination fee. Outstanding loans to Apollo will convert into a 7.5% equity position in Apollo owned by Check-Cap.
Outlook, Risks, and Management Commentary
- Timeline: The Merger is expected to be consummated in the fourth quarter of 2025, subject to closing conditions.
- Strategic Rationale: The transaction aims to leverage MBody AI's proprietary AI stack across hospitality, warehousing, office management, and healthcare, creating synergies with Check-Cap's existing assets.
- Financing: The parties have agreed to use commercially reasonable efforts to secure financing via a private placement.
- Board Composition: Post-merger, the Board will be comprised of individuals designated by MBody AI, with Check-Cap retaining the right to designate one director.
- Risks and Conditions: Closing is subject to shareholder approval, regulatory clearances, absence of material adverse effects, and the termination of certain MBody AI shareholder agreements. The agreement includes termination rights if the merger is not consummated by June 30, 2026, or if shareholders fail to approve the transaction.
Investor Verification Checklist
- Verify the exact terms of the 90/10 equity split and the valuation implied by the share exchange ratio.
- Confirm the status of the private placement financing efforts required to support the combined entity.
- Review the full text of the Merger Agreement (Exhibit 99.4) for specific representations, warranties, and indemnification clauses.
- Assess the strategic fit and potential synergies between MBody AI's AI stack and Check-Cap's Ghost Kitchen franchise rights.
- Monitor the outcome of the Annual General Meeting of Shareholders scheduled for October 17, 2025, for approval of the Merger.