ISFIYA, Israel and LAS VEGAS, Aug. 13, 2026 (GLOBE NEWSWIRE) -- Check-Cap Ltd. ("Check-Cap" or the "Company") (NASDAQ: MBAI) today announced that a 1-for-7 reverse share split (the “Reverse Share Split”) of the Company’s ordinary shares is effective on August 13, 2026, advancing its proposed merger (“the Merger”) with a physical AI company, MBody AI Corp. (“MBody AI”). The Company's ordinary shares begin trading on a split-adjusted basis on The Nasdaq Capital Market at the market open this morning, continuing under the symbol "MBAI" and under new CUSIP number M6S83C106.
The Reverse Share Split is a proactive, shareholder-approved step taken in preparation for the closing of the proposed Merger and the combined company’s initial listing application with Nasdaq. Currently, the Company is in compliance with all applicable Nasdaq continued listing standards. Completing the Reverse Share Split ahead of closing of the Merger positions the combined company to satisfy the $4.00 minimum bid price standard that applies to its initial listing application with Nasdaq. The proposed Merger remains on track to close in the third quarter of 2026, subject to final Nasdaq approval and the satisfaction of the remaining customary closing conditions, none of which is assured.
The Reverse Share Split adjusts the number of issued and outstanding ordinary shares from approximately 9,463,062 shares to approximately 1,351,866 shares. Every seven (7) issued and outstanding ordinary shares of the Company as of the effective time of the Reverse Share Split are consolidated into one (1) ordinary share.
No fractional shares are issued in connection with the Reverse Share Split. All fractional shares are rounded up to the nearest whole ordinary share. Equiniti Trust Company, LLC is acting as the transfer and exchange agent for the Reverse Share Split. Registered shareholders are not required to take any action to receive post-Reverse Share Split shares. Shareholders who are holding their shares in electronic form at brokerage firms need not take any action as the effect of the Reverse Share Split will automatically be reflected in their brokerage accounts.
The Company's Board of Directors approved the Reverse Share Split on July 31, 2026, and the Company obtained shareholder approval for the Reverse Share Split at its Annual General Meeting of Shareholders held on November 14, 2025. Additional information about the Reverse Share Split can be found in the Company's Reports on Form 6-K filed with the Securities and Exchange Commission (the "SEC") on September 12, 2025, November 4, 2025, November 17, 2025, and August 10, 2026, which are available free of charge at www.sec.gov.
The proposed Merger with MBody AI remains on track to close in the third quarter of 2026, subject to final Nasdaq approval and the satisfaction of the remaining customary closing conditions, none of which is assured.
"We wanted the share structure settled before closing rather than during it, so the listing application stands on its own," said John Fowler, Chief Executive Officer of MBody AI Corp. "With substantially all of the closing conditions of the merger met, the team can keep its attention on deploying our technology to help our customers meet their goals. That is where the value in this company gets built."
"This split was not required to keep our listing. Our shares trade above the continued listing minimum," said David Lontini, Chairman and Interim Chief Executive Officer of Check-Cap Ltd. "We would rather meet Nasdaq's initial listing standards early and on our own schedule than work through them at closing."
Learn more about MBody AI's growth trajectory at ir.mbody.ai
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 Corp. Upon completion, Check-Cap expects to become a publicly traded provider of embodied artificial intelligence, delivering enterprise-grade AI orchestration for robotic systems across hospitality, gaming, and commercial real estate operations. The merger is targeted to close in the third quarter of 2026, subject to customary closing conditions.
About MBody AI Corp.
MBody AI Corp. is a hardware-agnostic enterprise robotics platform that deploys and manages autonomous robot workforces for hospitality, gaming, and commercial real estate operators. The company's proprietary MBody AI Orchestrator™ manages diverse robot fleets across sites and use cases under long-term subscription agreements. MBody AI counts leading Fortune 500 operators among its customers.
No Offer or Solicitation
This press release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of 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. A registration statement relating to securities of the Company has been filed with the SEC but has not yet become effective. The securities covered by that registration statement may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. Neither the SEC nor any state securities commission has approved or disapproved of such securities or passed upon the accuracy or adequacy of the registration statement.
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 proposed Merger with MBody AI, the Company's ability to satisfy the $4.00 minimum bid price requirement and the other initial listing requirements of Nasdaq following the Reverse Share Split, the expected effect of the Reverse Share Split on the market price and trading of the Company's ordinary shares, the status and outcome of the Company's Nasdaq initial listing application, the anticipated Nasdaq listing and commencement of trading, the Company's ability to maintain continued compliance with Nasdaq listing requirements, the expected benefits of the Merger, MBody AI's technology roadmap and commercial scaling, the Company's beliefs about market and technology trends, and the anticipated growth of the embodied AI market, the future operations and positioning of the combined company. 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, the ability to receive Nasdaq approval of the Company's initial listing application, satisfy all initial listing requirements, and commence trading on Nasdaq, none of which is assured, the risk that the market price of the ordinary shares does not remain at or above the minimum bid price required for initial listing, integration risks, customer concentration risks, market conditions, the Company's ability to satisfy the eligibility requirements for Form F-3 (including the baby shelf instructions) and limitations on the amount of securities that may be sold thereunder, and other factors described in the Company's filings with the SEC. The Company undertakes no obligation to update forward-looking statements except as required by law.
Investor Relations Contact and Media Contact
Investor Relations:
Lytham Partners, LLC
602-889-9700
ir@mbody.ai
Media Contact:
Core IR
ir@mbody.ai
