On Friday, November 14 2025, Check‑Cap shareholders voted in a 98.01%‑majority to approve the merger with MBody AI, a result that was announced on Monday, November 17 2025. The vote clears the final shareholder hurdle and signals strong investor confidence in the strategic direction of the combined company.
The merger will make MBody AI the controlling owner of the combined entity, with Check‑Cap shareholders receiving a 10% stake on a fully diluted basis. The remaining 90% will be held by MBody AI shareholders, reflecting the relative size and valuation of the two companies and the fact that the transaction is structured as a reverse merger.
Check‑Cap’s financial profile underscores the urgency of the deal. The company reported a negative EBITDA of $9.3 million for the most recent twelve‑month period and a current ratio of 0.15, indicating severe liquidity constraints. In addition, Check‑Cap had been in violation of Nasdaq’s minimum bid‑price and stock‑holders’‑equity requirements, a risk that the merger is designed to mitigate by transferring the company’s public listing to MBody AI.
MBody AI brings a hardware‑agnostic embodied‑AI platform that orchestrates robots and sensors across facilities. The platform, known as the MBody AI Orchestrator™, enables machines to learn new tasks through natural‑language instructions, positioning the combined company to capture a share of the projected $40 trillion embodied‑AI market by 2050. The merger therefore represents a strategic pivot for Check‑Cap from its discontinued C‑Scan colorectal‑cancer screening technology to a high‑growth AI‑driven automation sector.
David Lontini, Chairman and Interim CEO of Check‑Cap, said the 98% approval “is a rare and unmistakable mandate” that validates the company’s decision to partner with a leading AI platform. John Fowler, CEO of MBody AI, added that the merger “is not an idea, it’s AI infrastructure” and highlighted the platform’s ability to connect machines, sensors, and people through a single intelligent layer.
With the shareholder vote closed, the parties are moving toward the anticipated closing of the transaction in the coming weeks, subject to customary regulatory approvals and the completion of the reverse‑merger process. The deal will result in the delisting of Check‑Cap’s shares from Nasdaq and the transition of the combined entity to a new public listing under MBody AI’s name.
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