Check-Cap, MBody AI enter merger agreement

MBody AI and Check-Cap (CHEK) announced that they have entered into a definitive agreement and plan of merger. If the merger is approved by Check-Cap shareholders, it will create a combined company focused on embodied AI for the autonomous workforce. Check-Cap’s legacy business will continue its research and development activities as part of the combined company. The combined company will be renamed MBody AI. The combined company will continue to hold Check-Cap’s legacy assets, consisting primarily of patents and proprietary medical equipment. MBody AI and Check-Cap have also agreed to use commercially reasonable efforts to secure a financing in a private placement on terms reasonably acceptable to each of the parties. Following the closing of the merger, current MBody AI equityholders will own 90% of the issued and outstanding ordinary shares of the combined company on a fully diluted basis, and current Check-Cap equityholders will own 10% of the issued and outstanding ordinary shares of the combined company on a fully diluted basis. The company expects the combined company to leverage shared technology, operational resources, and market relationships that will enable it to capitalize on the Ghost Kitchen franchise rights. The merger has been approved by the board of directors of both Check-Cap and MBody AI. The merger is subject to the approval of Check-Cap shareholders at the upcoming annual general meeting of shareholders to be held on October 17. If the merger is approved at the meeting, the previously entered into business combination agreement with Apollo Technology Capital Corporation will be terminated by the mutual consent of the parties so long as Check-Cap continues to be open to future integration with Apollo.