Check‑Cap Ltd. (NASDAQ: CHEK) and MBody AI announced a definitive merger agreement on November 10, 2025. The deal will be voted on by Check‑Cap shareholders on November 14, 2025, and will make Check‑Cap a wholly‑owned subsidiary of MBody AI, with the combined company’s equity split 90% to MBody AI shareholders and 10% to former Check‑Cap shareholders.
The transaction is structured to address Check‑Cap’s Nasdaq non‑compliance, which arose after a notice on September 3, 2025 for falling below the $2.5 million minimum stockholders’ equity requirement. By becoming a subsidiary, Check‑Cap can regain compliance and avoid a forced delisting, while MBody AI gains a 10% stake in a company that has a long‑term presence in the U.S. medical‑device market.
Check‑Cap’s core product, the C‑Scan colorectal‑cancer screening system, received FDA IDE approval for a pivotal study in March 2021 and Israeli Ministry of Health approval in September 2018, but the company has yet to generate significant commercial revenue. Its most recent quarterly report showed an EBITDA of –$9.3 million, underscoring the financial pressure that prompted the search for a strategic partner.
MBody AI, a leader in hardware‑agnostic embodied‑AI orchestration, has secured multi‑million‑dollar contracts with Fortune 500 enterprises and reports up to 40% labor reduction and 80% uptime improvement for its customers. The embodied‑AI market is projected by Morgan Stanley to reach $40 trillion by 2050, positioning MBody AI at the forefront of a rapidly expanding sector.
Management highlighted the strategic fit: “This merger will give Check‑Cap shareholders exposure to a proven market leader in embodied AI,” said David Lontini, Chairman and Interim CEO of Check‑Cap. “We are excited to enter into a definitive merger agreement with MBody AI, a partner that can accelerate our transition to a high‑growth industry while preserving our legacy business.” John Fowler, CEO of MBody AI, added, “The proposed merger is a transformative step that will allow us to scale our platform and deliver value to shareholders in a market that is set to grow exponentially.”
The market has reacted strongly, with Check‑Cap shares surging after the announcement. Investors are drawn to the projected $40 trillion embodied‑AI market and MBody AI’s proven enterprise traction, which together suggest a significant upside for the combined entity. Risks remain in integration, the need to maintain Check‑Cap’s regulatory compliance, and the uncertainty of scaling a new technology platform, but the deal represents a decisive pivot from a struggling diagnostics business to a high‑growth AI platform strategy.
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