Check-Cap (CHEK) Registration Filing summary

Company overview and business model

• Operates as a clinical-stage medical diagnostics company transitioning to an AI software platform for autonomous systems through a merger with MBody AI, an AI company focused on embodied AI for robotics and automation across hospitality, warehousing, office management, and healthcare sectors.

• MBody AI develops a hardware-agnostic, full-stack AI platform for real-time management and coordination of robotic fleets, generating revenue primarily through recurring subscription arrangements.

• The merger will result in MBody AI equityholders owning 90% and legacy shareholders 10% of the combined company, which will be renamed MBody AI Ltd.

Financial performance and metrics

• MBody AI has a limited operating history, relies on a small number of enterprise customers, and has incurred operating losses since inception.

• The company expects to require additional financing to fund operations and growth initiatives.

Use of proceeds and capital allocation

• May receive up to $30 million in gross proceeds from the sale of ordinary shares to ARC Group International Ltd. under a three-year purchase agreement.

• Proceeds will be used for working capital and general corporate purposes, with management retaining broad discretion over allocation.