CHEK News & Events

MBody AI and Check-Cap 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.

The company said, "Check-Cap (CHEK) publicly condemned MediPharm Labs (MEDF)) and its Chairman, Chris Taves, Head of Asia for BMO Capital Markets, for disseminating derogatory, false, and misleading statements about Check-Cap during a profoundly sensitive and challenging time for Israeli Companies.Check-Cap is deeply disturbed that Mr. Taves would leverage the implied authority of his position as a senior BMO Executive to exploit the wartime circumstances currently affecting Israel, in order to knowingly spread false information aimed at harming Check-Cap's reputation, stock price, and business relationships. This conduct is not only unethical and unlawful - it is shameful. Specifically, MediPharm Labs's May 23, 2025 press release quoted Mr. Taves making what Check Cap believes to be demonstrably false statements about Check-Cap. Even more egregious, Mr. Taves, a financial executive who surely knows better, publicly disseminated his accusation of there being deficiencies in our public disclosures, without any actual factual basis whatsoever. Check-Cap believes that Mr. Taves is misusing his position of trust as a BMO Capital Markets Executive to intentionally issue these misleading statements during trading hours in order to manipulate and drive down Check-Cap's stock price, violating Section 9(a)(2) of the U.S. Securities Exchange Act of 1934. Check-Cap demands that MediPharm Labs and Mr. Taves immediately retract the defamatory press release, cease all related misleading communications, and publicly apologize for Mr. Taves disgraceful actions. The fact that Mr. Taves and MediPharm Labs have chosen to launch such deplorable and unfounded attacks on an Israeli company minutes before the start of Shabbat at a time of war is reprehensible. Check-Cap will vigorously defend its reputation and its rights against these highly unethical attempts at aspersion, market manipulation and interference in a public transaction."

MediPharm Labs (MEDIF) provided its shareholders with information related to three of the six directors nominated by Apollo Technology Capital Corporation to stand for election at MediPharm's Annual and Special Meeting of Shareholders on June 16, 2025. The company said, "The Company believes events that have transpired over the past two years at Check-Cap (CHEK), a Nasdaq-listed company, provide valuable insight into the dubious tactics, motives and character of the individuals now seeking to take control of the board of directors of MediPharm. The extraordinary sequence of events at Check-Cap has been notable for its evidence of poor governance practices, lack of transparency and disclosure to shareholders, questionable allocation of cash resources, high turnover, public shareholder disputes, failure to execute on promises and destruction of shareholder value. Most alarmingly, Check-Cap has been transferring millions of dollars of cash to Apollo and its subsidiaries - companies led by Dissident Nominee and shareholder, Regan McGee. The cash transfers were characterized as being tied to a merger agreement with an Apollo subsidiary that was announced 14 months ago but has yet to be completed." Chris Taves, Chair of MediPharm, commented: "The troubling fact pattern involving three of the Dissident Nominees raises several red flags. The MediPharm Board urges its shareholders to exercise a high level of caution before considering voting for any of McGee's nominees to run your Company."