Nobul AI Corp entered into a definitive Business Combination Agreement to acquire Check-Cap Ltd. (NasdaqCM:CHEK) on March 25, 2024. Following the transaction, the shareholders of Nobul will become the majority holders of the combined company. If completed, the business combination will create a public company headquartered in Canada.

In connection with the transaction, the combined company will apply for listing on the NASDAQ and TSX. Listing will be subject to the satisfaction of all listing requirements and approval of the NASDAQ and TSX. The executive team of Nobul will serve as the executive team of the combined company, led by Regan McGee, Nobul's Founder, Chief Executive Officer and Chairman.

The proposed transaction has been approved by the board of directors of both companies. The business combination is subject to the approval of Check-Cap shareholders at a special meeting of shareholders, in accordance with provisions of Israeli Companies Law, along with the satisfaction or waiver of other customary conditions including regulatory and exchange approvals. The special meeting of shareholders is expected to occur in the coming months.

Kingswood Capital Partners LLC provided a verbal Fairness Opinion to Check-Cap's Board of Directors and ArcStone Securities and Investment Corp. acted as a financial advisor to Check-Cap in connection with the transaction.