MBody AI Files $250M Shelf and Registers 12.4M Resale Shares — 80.9% of Outstanding

summarizeSummary

MBody AI registered a $250M shelf and a resale prospectus for 12.4M merger-consideration shares (80.9% of outstanding). Most resale shares are locked up until February 22, 2027, but the registration sets up a large potential overhang.

check_boxKey Events · Financing and Capital Events · MBAI

• 12.4M Resale Shares Registered

  Up to 12,379,581 ordinary shares — 80.9% of the 15,293,584 outstanding — have been registered for resale by former MBody AI Corp. shareholders who received them as merger consideration. The company receives no proceeds from these sales.

• Lock-Up Until February 22, 2027

  11,231,921 of the resale shares are subject to lock-up agreements expiring February 22, 2027 (180 days after the August 27, 2026 offering), requiring Northland Securities' consent for earlier sales.

• $250M Universal Shelf Filed

  The shelf registration covers ordinary shares, warrants, subscription rights, and units up to $250M aggregate. Primary sales are capped at ~$25.3M per 12 months while Public Float remains below $75M under Form F-3 I.B.5.

• Authorized Share Cap Nearly Exhausted

  Only 2,706,416 of 18,000,000 authorized ordinary shares remain unissued. The company needs shareholder approval to increase authorized capital and re-designate shares as no-par value before it can issue below the NIS 48.00 par value.

auto_awesomeAnalysis · MBAI · Technology

A $250 million universal shelf registration has been filed by MBody AI, and more immediately, the company has registered for resale up to 12,379,581 ordinary shares — approximately 80.9% of the 15.3 million shares outstanding. These resale shares were issued to former MBody AI Corp. shareholders as merger consideration in the August 26, 2026 reverse merger. The company receives no proceeds from the resale; the selling securityholders do. The overhang is partially mitigated by lock-up agreements covering 11,231,921 of the resale shares until February 22, 2027, but the registration itself creates a pathway for substantial insider and early-investor selling once those lock-ups expire. The shelf is constrained by two hard limits: only ~2.7 million authorized shares remain unissued, and while the Public Float is below $75 million, Form F-3's I.B.5 rule caps primary sales at roughly $25.3 million per 12-month period. Shareholder approval to increase authorized share capital and re-designate shares as no-par value is required before the company can meaningfully use the shelf.