Check-Cap (CHEK) Registration filing summary

Company overview and business model

• Combined entity will result from the merger of a clinical-stage medical diagnostics company and MBody AI, an embodied AI software platform provider focused on autonomous robotics for hospitality and other sectors.

• MBody AI's Orchestrator platform enables hardware-agnostic, multi-brand robot control, AI optimization, and unified reporting, with deployments primarily in hospitality and plans to expand to warehousing, office management, and healthcare.

• The legacy business will continue R&D and hold patents related to C-Scan, a colorectal cancer screening technology, while MBody AI will drive the combined company's commercial focus.

• The company also acquired Ghost Kitchen franchise rights in New Jersey, entitling it to 50% of franchise fees and royalties, though it has limited experience in this sector.

Financial performance and metrics

• For FY2025, reported net income was $4.14 million, compared to a net loss of $25.15 million in FY2024 (as adjusted for a 1-for-7 reverse split).

• Pro forma net tangible book value per share after the offering is $1.10, with immediate dilution of $7.62 per share to new investors at the assumed offering price.

• Substantial doubt exists about the company's ability to continue as a going concern, dependent on raising additional capital and completing the merger.

• MBody AI achieved profitability in 2025, but operating cash flows were negative, and future profitability is uncertain.

Use of proceeds and capital allocation

• Net proceeds of approximately $11.4 million (or $13.1 million if the over-allotment is exercised) are expected.

• Proceeds will be used for merger-related fees, acquisition and deployment of robotic systems, inventory, development of the MBody AI Orchestrator, and working capital.

• Management retains broad discretion over the allocation of proceeds.