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Red Flags Detected

  • Going Concern (new) — The company lists its ability to continue as a going concern as a risk factor, indicating potential doubt about its ability to continue operations.
  • Auditor Changes (new) — Check-Cap changed auditors three times in three years, which may indicate accounting disagreements or internal control issues.
  • Customer Concentration (new) — MBody AI derives a significant portion of its revenue from a small number of enterprise customers, creating dependence on a few relationships.
  • Merger Dilution (new) — Existing Check-Cap shareholders will be diluted to approximately 10% ownership after the merger with MBody AI.
NASDAQ: MBAI Check-Cap Ltd 424B3

Check-Cap registers up to 2.27M shares for resale by selling shareholder; no proceeds to company

Filed February 23, 2026 · ~2 min read

Key Changes

  • high

    The offering is a secondary resale of up to 2,267,857 ordinary shares by selling shareholder ARC Group International; Check-Cap receives no proceeds.

    The Offering verify on EDGAR →
  • high

    Check-Cap may receive up to $30.0M gross proceeds from future sales to the selling shareholder under the Purchase Agreement, used for working capital and general corporate purposes.

    Use of Proceeds verify on EDGAR →
  • high

    The company is merging with MBody AI, an early-stage AI software firm; post-merger, existing Check-Cap shareholders will own only about 10% of the combined company.

    Prospectus Summary verify on EDGAR →

3 more material changes behind this preview — plus the full narrative summary, section-by-section diffs against the prior filing, and verbatim quotes with EDGAR citations.

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View original filing on SEC.gov

Figures/quotes linked to EDGAR · Narrative written by AI · Sep 3, 2026 · How we verify