MBody AI Ltd美股招股说明书(2026-02-23版)

Check-Cap Ltd. This prospectus relates to the offer and sale, from time to time, by ARC Group International Ltd. (“ARCGroup” or the “Selling Shareholder”), of ordinary shares, par value NIS 48.00 per share (the “Ordinary Shares),of Check-Cap Ltd. (“Check-Cap” or the “Company”) consisting of (i)Ordinary Shares that may be issued bythe Company from time to time pursuant to advances (the “Advance Shares”) under a purchase agreement,dated December17, 2025 (the “Purchase Agreement”), by and between the Company and the SellingShareholder, and (ii)the Commitment Fee Shares (defined below) issued to the Selling Shareholder by theCompany pursuant to the Purchase Agreement. Pursuant to the Purchase Agreement, the Company has the right, but not the obligation, to sell and issue totheSelling Shareholder up to$30.0 million of Ordinary Shares over a three-year period(the“TotalCommitment Amount”), subject to the terms and conditions of the Purchase Agreement, applicable securitieslaws, and Nasdaq listing rules. As consideration for the Selling Shareholder’s Total Commitment Amount, the Company issued to theSelling Shareholder 267,857Ordinary Shares (the “Commitment Fee Shares”) upon the signing of the PurchaseAgreement. TheCommitment Fee Shares have an aggregate dollar value equal to 1.5%of the TotalCommitment Amount, calculated using the lowest one-day volume-weighted average price (“VWAP”) of theOrdinary Shares during the fivetrading days immediately preceding the execution date of the PurchaseAgreement. No cash consideration was paid by the Selling Shareholder for the Commitment Fee Shares. For the purposes of this prospectus, we are registering for resale a total of 2,267,857Ordinary Shares,which includes (i)2,000,000Ordinary Shares at an assumed offering price of $1.65 per Ordinary Share, whichwas the closing price of the Ordinary Shares on The Nasdaq Capital Market (“Nasdaq”) on February20, 2026,and (ii)all of the Commitment Fee Shares. Pursuant to the Purchase Agreement, we may request advances in a written notice, (each an “AdvanceNotice”) delivered to the Selling Shareholder at any time during the three-year period following the executiondate of the Purchase Agreement. Each Advance Notice directs the Selling Shareholder to purchase OrdinaryShares in an amount up to the lesser of (i)75% of the average of the daily value traded of the Ordinary Shareson the tentrading days immediately preceding the date an Advance Notice is delivered, and (ii)$5.0million, oran Advance, subject to satisfaction of the conditions in the Purchase Agreement. The Advance Shares that may be offered pursuant to this prospectus would be purchased by the SellingShareholder from time to time at a purchase price equal to 95% of the lowest closing VWAP of the OrdinaryShares during the pricing period specified in the Purchase Agreement following delivery of an Advance Noticeand are subject to certain limitations. While any Advance is pending, subject to the Terms of the PurchaseAgreement, we may deliver a second Advance Notice specifying a number of Ordinary Shares mutually agreedupon which will begin another Advance. The purchase price of the Ordinary Shares in such Advance will beequal to 100% of the lowest intraday sale price of the Ordinary Shares on the sameday the second AdvanceNotice is received, or the immediately followingtrading day if the second Advance Notice is received after8:30am Eastern Time, subject to mutual consent between the Selling Shareholder and us. Table of Contents Any sale of Ordinary Shares pursuant to the Purchase Agreement is subject to certain limitations,including that the Selling Shareholder is not permitted to purchase any Ordinary Shares that would result in theSelling Shareholder and its affiliates owning more than 9.99% of the then outstanding Ordinary Shares. Inaddition, the aggregate number of Ordinary Shares that we can issue to the Selling Shareholder under thePurchase Agreement may in no case exceed 19.99% of the Ordinary Shares outstanding as of the date of thePurchase Agreement (the “Exchange Cap”), unless and until (i)the Company obtains the requisite shareholderapproval to issue Advance Shares above the Exchange Cap, or (ii)Nasdaq grants an exception to permitOrdinary Shares to be sold in excess of the Exchange Cap pursuant to Nasdaq Listing Rule5635(f)withoutshareholder approval. Given that the Company as a foreign private issuer follows home country practice, theExchange Cap does not apply because there is no requisite shareholder approval required. The Ordinary Shares being offered by the Selling Shareholder pursuant to this prospectus may be issuedpursuant to the Purchase Agreement. We are not selling any securities under this prospectus and will not receiveany of the proceeds from the sale of our Ordinary Shares by the Selling Shareholder. However, we may receiveup to $30.0million in aggregate gross proceeds from sales of our Ordinary Shares to the Selling Shareholderthat we may make und