MBAI 6-K
MBody AI Ltd. (MBAI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16
OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of January 2026.
Commission File Number 001-36848
Check-Cap Ltd.
(Exact Name of Registrant as Specified in Charter)
Abba Hushi Avenue
P.O. Box 1271
Isfiya, 30090 Mount Carmel, Israel
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
This Form 6-K is being incorporated by reference into Check-Cap Ltd.’s Registration Statements on Form F-3 (File No. 333-262401) and Form S-8 (File No. 333-203384, 333-226490 and 333-259666) filed with the Securities and Exchange Commission, to be a part thereof from the date on which this Report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
Financial Information Regarding Merger with Mbody AI Corp.
As previously disclosed, at the Annual General Meeting of Shareholders of Check-Cap Ltd. (the “Company” or “Check-Cap”) held on November 14, 2025, shareholders of the Company approved the merger (the “Merger”) of CC Merger Sub Inc., a Nevada corporation and a direct, wholly owned subsidiary of Check-Cap (the “Merger Sub”), with and into MBody AI Corp., a Nevada corporation (“MBody AI”), with MBody AI surviving and becoming a wholly-owned subsidiary of Check-Cap after the Merger, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 12, 2025, by and among MBody AI, the Merger Sub and Check-Cap.
Check-Cap and MBody AI continue to work towards closing the Merger and are filing the financial statements contained in the exhibits below in furtherance of the transaction. Check-Cap and MBody AI expect the Merger to consummate in the first half of 2026; however, the timing of the completion of the Merger is subject to various conditions and uncertainties, including the availability of sufficient capital to satisfy Nasdaq listing requirements and the completion of regulatory and exchange review processes, and there can be no assurance that the Merger will be completed within this timeframe or at all.
The financial statements of MBody AI as of December 31, 2024 and for the period from October 7, 2024 (date of formation) to December 31, 2024, and as of June 30, 2025 and for the six months then ended, have been audited by BCRG Group, an independent registered public accounting firm registered with the Public Company Accounting Oversight Board, as set forth in their report thereon. The audited financial statements and the auditor's report are attached hereto as Exhibit 99.1 and are incorporated herein by reference.
The unaudited pro forma condensed combined balance sheet as of December 31, 2024 and June 30, 2025, and the unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2025 and for the period from October 7, 2024 (date of formation) to December 31, 2024 are filed as Exhibit 99.2 hereto and are incorporated herein by reference. The unaudited pro forma condensed combined financial information that has been included as Exhibit 99.2 to this Report of Foreign Private Issuer on Form 6-K does not necessarily reflect what the Company’s results of operations, financial position or cash flows would have been during the periods presented had the Merger been completed in prior periods and does not necessarily indicate what the Company’s results of operations, financial position, cash flows or costs and expenses will be in the future.
Cautionary Statement Concerning Forward-Looking Statements
This Report on Form 6-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements, which include, among others, statements regarding the completion and timing of the Merger, the Company’s ability to maintain continued compliance with Nasdaq listing requirements, and the expected benefits of the Merger. These forward-looking statements are based on the Company’s current intentions, beliefs, and expectations regarding future events. Actual results may differ materially due to risks and uncertainties including, but not limited to, the satisfaction of closing conditions, the ability to complete the Merger on the anticipated timeline or at all, integration risks, customer concentration risks including the potential loss or termination of key customer contracts, the ability to develop and commercialize new products and features, market conditions, and other factors described in the Company’s Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission on August 27, 2025. The Company undertakes no obligation to update forward-looking statements except as required by law.
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Exhibits
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CHECK-CAP LTD. | ||
| By: | /s/ David Lontini | |
| Name: | David Lontini | |
| Title: | Interim Chief Executive Officer | |
Date: January 30, 2026
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Exhibit 99.1
| MBody AI Corp, Inc. |
| Index to Financial Statements |
Table of Contents
1
 |
200 Spectrum Center Drive, Suite 300 Irvine, CA 92618 (714) 234-5980 www.bcrgcpas.com |
Report of Independent Registered Public Accounting Firm
To the Board of Directors
and Stockholders of MBody AI Corp.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of MBody AI Corp. (the “Company”) as of June 30, 2025 and December 31, 2024, the related statement of operations, stockholders’ equity (deficit), and cash flows for the six months ended June 30, 2025 and for the period October 7, 2024 (date of formation) to December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2025 and December 31, 2024, and the results of its operations and its cash flows for the six months ended June 30, 2025 and for the period October 7, 2024 (date of formation) to December 31, 2024, in conformity with accounting principles generally accepted in the United States.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.
/s/ BCRG Group
BCRG Group (PCAOB ID 7158)
We have served as the Company’s auditor since 2025.
Irvine, CA
November 12, 2025
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| MBody AI Corp, Inc. |
| Balance Sheets |
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | 568,876 | $ | 94,333 | ||||
| Inventories, net | 651,184 | 75,934 | ||||||
| Other current assets | 50,538 | 14,673 | ||||||
| Total current assets | 1,270,598 | 184,940 | ||||||
| Total assets | $ | 1,270,598 | $ | 184,940 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities: | ||||||||
| Loans payable to shareholders and related parties | 173,202 | 183,202 | ||||||
| Income taxes | 290 | 290 | ||||||
| Total current liabilities | 173,492 | 183,492 | ||||||
| Total liabilities | 173,492 | 183,492 | ||||||
| Commitments and contingencies | ||||||||
| Stockholders’ equity | ||||||||
| Common Stock- $0.00001 par value; 200,000,000 authorized shares; 151,962,777 shares and 35,900,000 shares issued and outstanding, respectively | 1,520 | 359 | ||||||
| Additional paid-in-capital | 1,151,000 | - | ||||||
| Accumulated deficit | (55,414 | ) | 1,089 | |||||
| Total stockholders’ equity | 1,097,106 | 1,448 | ||||||
| Total liabilities and stockholders’ equity | $ | 1,270,598 | $ | 184,940 | ||||
The accompanying footnotes are an integral part of these financial statements.
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| MBody AI Corp, Inc. |
| Statements of Operations |
| From | ||||||||
| Six Months | October 7, 2024 | |||||||
| Ended | (Date of formation) to | |||||||
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Net Revenue | ||||||||
| Product sales | $ | 68,180 | $ | 47,940 | ||||
| Services | 25,595 | - | ||||||
| Total net revenue | 93,775 | 47,940 | ||||||
| Cost of Revenue | ||||||||
| Cost of revenue | 44,750 | 45,450 | ||||||
| Total cost of sales | 44,750 | 45,450 | ||||||
| Gross profit | 49,025 | 2,490 | ||||||
| Operating expenses: | ||||||||
| Payroll and Contract Labor | 46,528 | - | ||||||
| Housing and Rent | 15,978 | - | ||||||
| Freight and Transportation | 9,632 | 548 | ||||||
| Travel and Entertainment | 11,562 | - | ||||||
| Insurance and Utilities | 4,372 | 461 | ||||||
| Professional and Administrative | 17,467 | 102 | ||||||
| Total operating expenses | 105,539 | 1,111 | ||||||
| Income (loss) from operations | (56,514 | ) | 1,379 | |||||
| Other income (expense) | ||||||||
| Interest income | 11 | - | ||||||
| Total other income (expense), net | 11 | - | ||||||
| Income (loss) before income tax provision | (56,503 | ) | 1,379 | |||||
| Income tax provision | - | 290 | ||||||
| Net income (loss) | $ | (56,503 | ) | $ | 1,089 | |||
| Earnings (Loss) Per Share: | ||||||||
| Net income (loss) per common share - basic and diluted | $ | (0.00 | ) | $ | 0.00 | |||
| Weighted average number of common shares | 147,845,303 | 35,900,000 | ||||||
The accompanying footnotes are an integral part of these financial statements.
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| MBody AI Corp, Inc. |
| Statement of Stockholders’ Equity |
| Additional | Retained | |||||||||||||||||||
| Common Stock | Paid-in | Earnings | ||||||||||||||||||
| # of Shares | Amount | Capital | (Deficit) | Total Equity | ||||||||||||||||
| Balance – October 7, 2024 (date of formation) | 35,900,000 | $ | 359 | $ | - | $ | - | $ | 359 | |||||||||||
| Net income | - | - | - | 1,089 | 1,089 | |||||||||||||||
| Balance – December 31, 2024 | 35,900,000 | 359 | - | 1,089 | 1,448 | |||||||||||||||
| Shares issued for cash | 116,062,777 | 1,161 | 1,151,000 | - | 1,152,161 | |||||||||||||||
| Net loss | - | - | - | (56,503 | ) | (56,503 | ) | |||||||||||||
| Balance – June 30, 2025 | 151,962,777 | $ | 1,520 | $ | 1,151,000 | $ | (55,414 | ) | $ | 1,097,106 | ||||||||||
The accompanying footnotes are an integral part of these financial statements.
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| MBody AI Corp, Inc. |
| Statements of Cash Flows |
| From | ||||||||
| Six Months | October 7, 2024 | |||||||
| Ended | (Date of formation) to | |||||||
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income (loss) | $ | (56,503 | ) | $ | 1,089 | |||
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
| Changes in assets and liabilities: | ||||||||
| Inventories | (575,250 | ) | (75,934 | ) | ||||
| Other current assets | (35,865 | ) | (14,673 | ) | ||||
| Income taxes payable | - | 290 | ||||||
| Net cash used in operating activities | (667,618 | ) | (89,228 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from share issuances | 1,152,161 | 359 | ||||||
| Borrowings or payments on loans payable to shareholders or related parties, net | (10,000 | ) | 183,202 | |||||
| Net cash provided by financing activities | 1,142,161 | 183,561 | ||||||
| Net increase in cash and cash equivalents | 474,543 | 94,333 | ||||||
| Cash and cash equivalents – beginning of period | 94,333 | - | ||||||
| Cash and cash equivalents – end of period | $ | 568,876 | $ | 94,333 | ||||
| Supplemental disclosures of cash flow information | ||||||||
| Cash paid during the periods for: | ||||||||
| Interest | $ | - | $ | - | ||||
| Income taxes | $ | - | $ | - | ||||
The accompanying footnotes are an integral part of these financial statements.
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| MBody AI Corp, Inc. |
| Notes to Financial Statements |
| 1. | NATURE OF OPERATIONS |
MBody AI Corp. (“MBody AI” or “the Company”) is a Nevada-based artificial intelligence technology company that designs, integrates, and manages AI-enabled robotic and software systems for large commercial environments such as hotels, casinos, convention centers, and other high-traffic facilities. The Company was incorporated on October 7, 2024 (date of formation).
The Company’s core business model combines artificial intelligence software, robotic automation, and data analytics to deliver a comprehensive operational efficiency solution to clients in the hospitality, property management, and commercial cleaning industries.
Historically, the Company operated under a hardware leasing model, purchasing robotic cleaning equipment from suppliers and deploying them at customer sites under 36-month lease agreements. Under this structure, revenue primarily consisted of fixed monthly lease payments that bundled the cost of hardware, maintenance, warranty, and service support.
Beginning in 2025, the Company commenced a strategic transition toward a software-as-a-service (SaaS) and AI- platform subscription model, emphasizing recurring, high-margin software revenues over hardware ownership. Under this model, MBody AI provides customers with continuous access to its proprietary software platform and AI-driven analytics suite that powers, monitors, and optimizes robotic systems deployed at customer sites.
The Company’s revenues comprise the following categories:
| ● | AI Platform Subscription Revenue - Recurring monthly or annual fees that provide customers with access to MBody AI’s proprietary cloud platform, which includes fleet management, task scheduling, AI analytics dashboards, and model updates. |
| ● | AI-Enabled Services Revenue - Includes integration services, customization of AI models, data insights, and advanced analytics modules. |
Deployment and Support Revenue - Covers installation, on-site setup, calibration, and initial operator training for customers deploying new robotic systems.
| ● | Maintenance and Warranty Revenue - Represents the portion of contractual consideration allocated to extended maintenance, service, and warranty obligations over the 36-month term of customer agreements. |
| ● | Hardware Enablement Revenue - Arises from the delivery of robotic equipment sourced from third-party vendors that serve as the physical platform for MBody AI’s software. |
MBody AI operates primarily in the United States but maintains supplier relationships internationally for the sourcing of robotic hardware. The Company’s customers are primarily large-scale hospitality groups, including MGM Resorts and Caesars Entertainment, as well as other enterprise clients pursuing technology-driven operational automation.
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| MBody AI Corp, Inc. |
| Notes to Financial Statements |
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of Preparation
These financial statements are prepared in accordance with U.S. GAAP and are presented in U.S. dollars. The statements include management estimates, particularly in revenue recognition and inventory valuation. These financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses, and related disclosures. Significant estimates include revenue allocation among performance obligations, inventory valuation, useful lives of equipment, and the realizability of deferred tax assets. Actual results could differ from those estimates.
Segment Reporting
Operating segments are identified as components of an enterprise about which separate financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. The Company views operations and manage business as one operating segment.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand and deposits with financial institutions that are readily convertible to known amounts of cash and have original maturities of three months or less.
Accounts Receivable
Accounts receivable, if any, are recorded at their invoiced amounts. The Company evaluates collectability regularly and establishes an allowance for doubtful accounts when collection is no longer probable. As of June 30 2025, no allowance was deemed necessary.
Inventories
Inventories consist primarily of robotic hardware purchased from third-party suppliers for deployment under customer contracts. Inventory is stated at the lower of cost or net realizable value using the weighted-average cost method which approximates actual cost. Cost includes purchase price, freight, and any other costs directly attributable to acquisition.
Property and Equipment
Property and equipment, if any, are recorded at cost and depreciated on a straight-line basis over their estimated useful lives (generally three to five years). Repairs and maintenance are expensed as incurred. The Company capitalizes purchases greater than $2,500 and expenses lower-cost items as incurred.
Leases
The Company accounts for leases in accordance with ASC 842. Right-of-use (“ROU”) assets and lease liabilities are recognized for all leases with terms greater than 12 months. The Company currently acts primarily as a lessor in legacy arrangements and as a service provider in new SaaS-based arrangements. Lessor revenue recognition follows ASC 842- 30, and lessee recognition follows ASC 842-20.
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| MBody AI Corp, Inc. |
| Notes to Financial Statements |
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
Revenue Recognition
Revenue is recognized in accordance with ASC 606, Revenue from Contracts with Customers. The Company identifies distinct performance obligations and allocates the transaction price based on relative standalone selling prices.
The Company’s revenue streams now comprise the following categories, each corresponding to distinct performance obligations under ASC 606:
| 1. | AI Platform Subscription Revenue - Recurring monthly or annual fees that provide customers access to MBody AI’s proprietary cloud platform, which includes fleet management, task scheduling, AI analytics dashboards, and model updates. Revenue is recognized ratably over the subscription term as the customer simultaneously receives and consumes the benefits of platform access. |
| 2. | AI-Enabled Services Revenue – Includes integration services, customization of AI models, data insights, and advanced analytics modules. Revenue is recognized either over time (for ongoing service subscriptions) or at a point in time (for project-based integrations), depending on contract terms. |
| 3. | Deployment and Support Revenue – Covers installation, on-site setup, calibration, and initial operator training for customers deploying new robotic systems. Revenue is recognized at the point in time when the installation and training are completed and control of the deployed system transfers to the customer. |
| 4. | Maintenance and Warranty Revenue – Represents the portion of contractual consideration allocated to extended maintenance, service, and warranty obligations over the 36-month term of customer agreements. Revenue is recognized over time, generally on a straight-line basis, as the Company provides these services throughout the contract period. |
| 5. | Hardware Enablement Revenue – Arises from the delivery of robotic equipment sourced from third-party vendors that serve as the physical platform for MBody AI’s software. Revenue is recognized at a point in time, typically upon delivery of the hardware to the customer location, when control passes and the customer assumes risk of loss. |
As of June 30, 2025, the Company’s revenues reflected a mix of legacy lease-based arrangements and new SaaS and AI-service contracts, with an increasing proportion of recurring software revenue expected in future periods as the transition to a fully SaaS-based model continues.
Legacy lease contracts are accounted for under ASC 842 as finance or operating leases, depending on contractual terms.
Cost of Goods Sold
Cost of goods sold includes the cost of purchased robotic hardware, freight, installation, and direct labor related to the fulfillment of customer contracts.
Income Taxes
The Company accounts for income taxes using ASC 740. Deferred tax assets and liabilities are recognized for temporary differences between financial statement and tax bases. Deferred tax assets are reduced by a valuation allowance if realization is not considered probable. The Company’s tax rate is 21%. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense.
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| MBody AI Corp, Inc. |
| Notes to Financial Statements |
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
Fair Value of Financial Instruments
The Company follows ASC 820 for fair-value measurement. The carrying amounts of cash and loans from shareholders approximate fair value due to their short-term nature.
Concentrations of Risk
The Company derives a significant portion of its revenue from two major customers in the hospitality industry. For the six months ended June 30, 2025, approximately 19% of revenues were attributable to two large customers. Total revenue for the six months ended June 30, 2025 was $17,595 for these two large customers and the Company did not have any accounts receivables from these customers as of June 30, 2025 and December 31, 2024.
The Company maintains cash deposits with high-credit-quality institutions and does not believe it is exposed to significant credit risk.
Earnings Per Share
Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 260, Earnings Per Share, requires a reconciliation of the numerator and denominator of the basic and diluted earnings (loss) per share (EPS) computations.
Basic earnings (loss) per share are computed by dividing net earnings available to common shareholders by the weighted- average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.
The Company did not have any dilutive shares for the period October 7, 2024 (date of formation) to December 31, 2024 and six months ended June 30, 2025.
Recently Issued Accounting Standards
Management has reviewed all new FASB pronouncements issued through the date the financial statements were available for issuance. None are expected to have a material effect on the Company’s financial position or results of operations.
| 3. | INVENTORIES |
Inventory consists solely of robotic units not yet deployed under customer contracts.
| June 30, 2025 | December 31, 2024 | |||||||
| Finished goods inventories – Robots | $ | 651,184 | $ | 75,934 | ||||
| Less: Inventory reserve | - | - | ||||||
| Inventories, net | $ | 651,184 | $ | 75,934 | ||||
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| MBody AI Corp, Inc. |
| Notes to Financial Statements |
| 4. | LOANS PAYABLE TO SHAREHOLDERS AND RELATED PARTIES |
Loans payable to shareholders and related parties consisted of the following:
| June 30, 2025 | December 31, 2024 | |||||||
| Seven North Capital | $ | 162,202 | $ | 182,202 | ||||
| Anup Sharma | 11,000 | 1,000 | ||||||
| Total loans payable to shareholders and related parties | $ | 173,202 | $ | 183,202 | ||||
Anup Sharma is a shareholder and Chief Operating Officer of the Company. Seven North Capital is a related party as this company is owned by the shareholder of the Company. All loans payable to shareholders and related parties are due upon demand bearing no interest.
| 5. | SHARE CAPITAL |
The Company has 200,000,000 common shares authorized at $0.00001 par value. The Company had the following common share issuances:
| ● | October 2024 – The Company issued 35,900,000 and received $3,590 as initial capitalization |
| ● | January 1, 2025 to May 2025 – The Company issued 116,062,777 common shares for proceed of $1,152,161. |
| 6. | INCOME TAXES |
Deferred Taxes
The Company follows ASC 740, recognizing current and deferred taxes. Deferred taxes arise from temporary differences and net operating loss carryforwards.
| Six Months Ended June 30, 2025 | December 31, 2024 | |||||||
| Deferred tax assets: | ||||||||
| Net operating loss | $ | 11,866 | $ | - | ||||
| Change in valuation allowance | (11,866 | ) | - | |||||
| Total deferred tax assets | $ | - | $ | - | ||||
As of June 30, 2025, MBody AI had approximately $56,000 in net operating loss carryforwards, yielding a potential deferred tax asset of ~$11,760. Due to uncertainty of realization, a full valuation allowance is applied.
Tax Liabilities
A current tax liability of $290 is recorded as of December 31, 2024 and none as of June 30, 2025.
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| MBody AI Corp, Inc. |
| Notes to Financial Statements |
| 7. | Commitments and Contingencies |
The Company maintains purchase agreements requiring 50% deposits for robotic equipment. No pending litigation or commitments exist beyond normal operations.
The Company leases an office on a month-to-month basis which is approximately less than $1,000 per month.
| 8. | Related Party Transactions |
All loans from shareholders are recorded as liabilities (Note 6). No interest was charged, and no related-party sales or expenses occurred.
| 9. | Subsequent Events |
The Company follows the guidance in FASB ASC Topic 855, Subsequent Events (“ASC 855”), which provides guidance to establish general standards of accounting for and disclosures of events that occur after the balance sheet date but before the financial statements are issued or are available to be issued. ASC 855 sets forth (i) the period after the balance sheet date during which management of a reporting entity evaluates events or transactions that may occur for potential recognition or disclosure in the financial statements, (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and (iii) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. Accordingly, the Company did not have any subsequent events that require disclosure. The Company evaluated all events or transactions that occurred after June 30, 2025 up through the date the financial statements were available to be issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements.
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Exhibit 99.2
PRO FORMA COMBINED UNAUDITED BALANCE SHEETS
(U.S. dollars in thousands, except share and per share data)
| MBody AI Corp. | Check-Cap Ltd. | Pro forma Combined | ||||||||||
| June 30, 2025 | June 30, 2025 | June 30, 2025 | ||||||||||
| Audited | Unaudited | Unaudited | ||||||||||
| Assets | ||||||||||||
| Current assets | ||||||||||||
| Cash and cash equivalents | 569 | 1,155 | 1,724 | |||||||||
| Short-term bank deposits | – | 261 | 261 | |||||||||
| Inventories, net | 651 | – | 651 | |||||||||
| Other current assets | 51 | – | 51 | |||||||||
| Total current assets | 1,271 | 1,416 | 2,687 | |||||||||
| Non-current assets | ||||||||||||
| Investments | – | 4,278 | 4,278 | |||||||||
| Property and equipment, net | – | – | – | |||||||||
| Right-of-use assets | – | 70 | 70 | |||||||||
| Total non-current assets | 0 | 4,348 | 4,348 | |||||||||
| Total assets | 1,271 | 5,764 | 7,035 | |||||||||
| Liabilities and stockholders’ equity | ||||||||||||
| Current liabilities | ||||||||||||
| Accounts Payable | – | 674 | 674 | |||||||||
| Other current liabilities | – | 782 | 782 | |||||||||
| Employees and payroll accruals | – | 406 | 406 | |||||||||
| Loans payable to shareholders & related parties | 173 | – | 173 | |||||||||
| Income taxes payable | – | – | – | |||||||||
| Operating lease liabilities – current | – | 123 | 123 | |||||||||
| Total current liabilities | 173 | 1,985 | 2,158 | |||||||||
| Non-current liabilities | ||||||||||||
| Operating lease liabilities – non-current | – | 16 | 16 | |||||||||
| Total non-current liabilities | – | 16 | 16 | |||||||||
| Total liabilities | 173 | 2,001 | 2,174 | |||||||||
| Stockholders’ equity | ||||||||||||
| Share capital / common stock | 2 | 83,751 | 83,753 | |||||||||
| Additional paid-in capital | 1,151 | 84,809 | 85,960 | |||||||||
| Accumulated deficit | -55 | -164,797 | -164,852 | |||||||||
| Total stockholders’ equity | 1,098 | 3,763 | 4,861 | |||||||||
| Total liabilities and equity | 1,271 | 5,764 | 7,035 | |||||||||
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PRO FORMA COMBINED UNAUDITED STATEMENTS OF OPERATIONS
(U.S. dollars in thousands, except share and per share data)
| MBody AI Corp. | Check-Cap Ltd. | Pro forma Combined | ||||||||||
| Six months ended June 30, 2025 | ||||||||||||
| Audited | Unaudited | Unaudited | ||||||||||
| Revenue | 94 | - | 94 | |||||||||
| Cost of revenues | (45 | ) | - | (45 | ) | |||||||
| Gross profit | 49 | - | 49 | |||||||||
| Research & development | ||||||||||||
| General & administrative | (106 | ) | (1,330 | ) | (1,436 | ) | ||||||
| Operating income (loss) | (57 | ) | (1,330 | ) | (1,387 | ) | ||||||
| Income on debt extinguishment | 6,525 | 6,525 | ||||||||||
| Finance income, net | 18 | 18 | ||||||||||
| Income (loss) before income tax | (57 | ) | 5,213 | 5,156 | ||||||||
| Net income (loss) | (57 | ) | 5,213 | 5,156 | ||||||||
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PRO FORMA COMBINED UNAUDITED BALANCE SHEETS
(U.S. dollars in thousands, except share and per share data)
| MBody AI Corp. | Check-Cap Ltd. | Pro forma Combined | ||||||||||
| December 31, 2024 | December 31, 2024 | December 31, 2024 | ||||||||||
| Assets | ||||||||||||
| Current assets | ||||||||||||
| Cash and cash equivalents | 94 | – | 94 | |||||||||
| Short-term bank deposits | – | 265 | 265 | |||||||||
| Inventories, net | 76 | – | 76 | |||||||||
| Other current assets | 15 | – | 15 | |||||||||
| Total current assets | 185 | 265 | 450 | |||||||||
| Non-current assets | ||||||||||||
| Investments | – | – | – | |||||||||
| Property and equipment, net | – | – | – | |||||||||
| Right-of-use assets | – | 112 | 112 | |||||||||
| Total non-current assets | 112 | 112 | ||||||||||
| Total assets | 185 | 377 | 562 | |||||||||
| Liabilities and stockholders’ equity | ||||||||||||
| Current liabilities | ||||||||||||
| Accounts Payable | – | 491 | 491 | |||||||||
| Other current liabilities | – | 793 | 793 | |||||||||
| Employees and payroll accruals | – | 406 | 406 | |||||||||
| Loans payable to shareholders & related parties | 183 | – | 183 | |||||||||
| Income taxes payable | – | – | – | |||||||||
| Operating lease liabilities – current | – | 120 | 120 | |||||||||
| Total current liabilities | 183 | 1,810 | 1,994 | |||||||||
| Non-current liabilities | ||||||||||||
| Operating lease liabilities – non-current | – | 16 | 16 | |||||||||
| Total non-current liabilities | – | 16 | 16 | |||||||||
| Total liabilities | 183 | 1,827 | 2,010 | |||||||||
| Stockholders’ equity | ||||||||||||
| Share capital / common stock | 0 | 83,751 | 83,751 | |||||||||
| Additional paid-in capital | – | 84,809 | 84,809 | |||||||||
| Accumulated deficit | 1 | (170,010 | ) | (170,009 | ) | |||||||
| Total stockholders’ equity | 1 | (1,450 | ) | (1,448 | ) | |||||||
| Total liabilities and equity | 185 | 377 | 562 | |||||||||
3
PRO FORMA COMBINED UNAUDITED STATEMENTS OF OPERATIONS
(U.S. dollars in thousands, except share and per share data)
| MBody AI Corp. | Check-Cap Ltd. | Pro forma Combined | ||||||||||
| For the year ended December 31, 2024 | ||||||||||||
| Revenue | 48 | – | 48 | |||||||||
| Cost of revenues | (45 | ) | – | (45 | ) | |||||||
| Gross profit | 2 | – | 2 | |||||||||
| Research & development | ||||||||||||
| General & administrative | (1 | ) | (9,462 | ) | (9,463 | ) | ||||||
| Operating income (loss) | 1 | (9,462 | ) | (9,461 | ) | |||||||
| Impairment of loans receivable | – | (16,487 | ) | (16,487 | ) | |||||||
| Income on debt extinguishment | – | |||||||||||
| Finance income, net | – | 800 | 800 | |||||||||
| Income (loss) before income tax | 1 | (25,149 | ) | (25,148 | ) | |||||||
| Net income (loss) | 1 | (25,149 | ) | (25,148 | ) | |||||||
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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share and per share data)
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited pro forma condensed combined financial statements present the combination of MBody AI Corp. (“MBody”) and Check-Cap Ltd. (“Check-Cap”) in connection with the business combination described in Note 2 (the “Business Combination”).
The unaudited pro forma condensed combined balance sheets as of June 30, 2025 and December 31, 2024 give effect to the Business Combination as if it had been completed on those respective dates. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2025 and the year ended December 31, 2024 give effect to the Business Combination as if it had been completed on January 1, 2025 and January 1, 2024, respectively.
The unaudited pro forma condensed combined financial statements have been prepared in accordance with Article 11 of Regulation S-X, as amended, and are based on the historical audited and unaudited financial statements of MBody and Check-Cap. The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and do not purport to represent the financial position or results of operations that would have occurred had the Business Combination been completed on the dates assumed, nor are they indicative of future results.
The unaudited pro forma condensed combined financial statements do not include the accompanying notes to the historical financial statements of MBody or Check-Cap. Such notes contain significant accounting policies and other disclosures required by U.S. GAAP and have been previously filed with the SEC as part of MBody’s and Check-Cap’s respective Forms 6-K. The unaudited pro forma condensed combined financial statements should be read in conjunction with those historical financial statements and related notes, which are incorporated by reference into this registration statement.
NOTE 2. DESCRIPTION OF THE BUSINESS COMBINATION
On September 12, 2025, MBody entered into a business combination agreement with Check-Cap, pursuant to which MBody will become a wholly owned subsidiary of Check-Cap, and Check-Cap will issue its ordinary shares to the former shareholders of MBody. Upon completion of the Business Combination, the former shareholders of MBody are expected to own a majority of the outstanding equity of the combined company.
Check-Cap will be the legal acquirer and SEC registrant; however, MBody has been determined to be the accounting acquirer for U.S. GAAP financial reporting purposes based on an evaluation of the criteria in ASC 805-10-55, including the relative voting rights of the shareholders, the composition of the board of directors and senior management of the combined company, and the continuation of MBody’s operations following the Business Combination.
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NOTE 3. ACCOUNTING TREATMENT
The Business Combination will be accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, the assets and liabilities of Check-Cap will be recorded at their historical carrying amounts, no goodwill or intangible assets will be recognized, and the historical financial statements of MBody will become the historical financial statements of the combined company.
Accordingly, the unaudited pro forma condensed combined financial statements represent a continuation of the financial statements of MBody, with the equity structure of Check-Cap reflected for periods subsequent to the completion of the Business Combination.
NOTE 4. PRO FORMA ADJUSTMENTS
The unaudited pro forma condensed combined financial statements reflect the application of the Business Combination as described above. Management evaluated the requirements of Article 11 of Regulation S-X and determined that no transaction accounting adjustments, autonomous entity adjustments, or management’s adjustments were required for the periods presented because:
| a) | MBody and Check-Cap did not have any historical intercompany balances or transactions; |
| b) | Business Combination is accounted for as a reverse recapitalization and does not require fair value measurement of assets or liabilities; and |
| c) | No events were identified that would have a continuing impact on the combined results of operations. |
Accordingly, the unaudited pro forma condensed combined financial statements reflect a mathematical aggregation of the historical financial information of MBody and Check-Cap.
NOTE 5. ACCOUNTING POLICIES
The accounting policies of the combined company are expected to be those of MBody, as the accounting acquirer. Management reviewed the accounting policies of MBody and Check-Cap and determined that there were no material differences requiring adjustment to conform accounting policies for purposes of the unaudited pro forma condensed combined financial statements.
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NOTE 6. SHARE CAPITAL
The unaudited pro forma condensed combined financial statements reflect the share capital structure of Check-Cap, the legal acquirer, following completion of the Business Combination. The historical equity balances of MBody have been reclassified into the equity structure of Check-Cap for pro forma presentation purposes.
The unaudited pro forma condensed combined financial statements do not reflect the issuance of any additional shares or securities other than those contemplated by the Business Combination.
In connection with the reverse recapitalization, the historical equity of MBody has been recast into the equity structure of Check-Cap for pro forma presentation purposes.
The pro forma combined stockholders’ deficit at December 31, 2024 reflects the historical accumulated deficits of the combined entities prior to the Business Combination.
NOTE 7. INCOME TAXES
No pro forma income tax adjustments have been recorded in the unaudited pro forma condensed combined financial statements. The Business Combination is expected to qualify as a non-taxable transaction for income tax purposes, and both MBody and Check-Cap have historically incurred net operating losses and maintain valuation allowances against deferred tax assets.
NOTE 8. COMMITMENTS AND CONTINGENCIES
There were no material commitments or contingencies arising directly from the Business Combination that required pro forma adjustment. Refer to the historical financial statements and related notes of MBody and Check-Cap for information regarding their respective commitments and contingencies.
NOTE 9. LIMITATIONS OF UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The unaudited pro forma condensed combined financial statements do not include any anticipated synergies, operating efficiencies, cost savings, or integration costs that may result from the Business Combination. The unaudited pro forma condensed combined financial statements are not intended to represent the actual financial position or results of operations of the combined company following completion of the Business Combination.
The income on debt extinguishment reflected in the unaudited pro forma condensed combined statements of operations represents a historical, non-recurring item and is not indicative of future operating results.
NOTE 10. SUBSEQUENT EVENTS
Management evaluated subsequent events through the date of issuance of the unaudited pro forma condensed combined financial statements and determined that no subsequent events occurred that would require adjustment to, or disclosure in, the unaudited pro forma condensed combined financial statements.
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Exhibit 99.3
 |
200 Spectrum Center Drive, Suite 300 Irvine, CA 92618 (714) 234-5980 www.BCRGCPAS.com |
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in registration statements on Form F-3 (File No. 333-262401) and Form S-8 (File No. 333-203384, 333-226490 and 333-259666) of Check-Cap Ltd. of our report dated November 12, 2025, with respect to the financial statements of Mbody AI Corp as of December 31, 2024 and June 30, 2025, and for the periods from October 7, 2024 (date of formation) to December 31, 2024, and for the six months ended June 30, 2025, respectively, included in this Report of a Foreign Private Issuer on Form 6-K.
We also consent to the reference to our Firm under the caption “Experts” in such Registration Statement.
Irvine, California
January 29, 2026