UNITED STATES

SECURITIES AND EXCHANGE COMMISSION,

Washington, D.C. 20549

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

 

Check-Cap LTD
(Name of Issuer)

 

Ordinary Shares, par value NIS 48.00
(Title of Class of Securities)

 

M2361E179
(CUSIP Number)

 

Barry Shiff, 2828 Bathurst Street, Suite 400, Toronto, Canada M6B-3A7, 416-453-7832
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

September 11, 2023
(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

CUSIP M2361E179
 
(1) Names of reporting persons: Symetryx Corporation
   
   
(2) Check the appropriate box if a member of a group (see instructions)
  (a) ☐
  (b) ☐
   
   
(3) SEC use only
   
   
(4) Source of funds (see instructions) WC
   
   
(5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
   
   
(6) Citizenship or place of organization: Ontario, Canada
   
   
  Number of shares beneficially owned by each reporting person with:
     
  (7) Sole voting power: 338,626
     
     
  (8) Shared voting power: 338,626
     
     
  (9) Sole dispositive power: 338,626
     
     
  (10) Shared dispositive power: 338,626
     
   
(11) Aggregate amount beneficially owned by each reporting person 338,626
   
   
(12)   Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
   
   
(13) Percent of class represented by amount in Row (11) 5.8%*
   
   
(14) Type of reporting person (see instructions): CO
   

 

* Percent of class is based on 5,849,216 shares of Common Stock issued and outstanding as at June 30, 2023, as reported by Check-Cap LTD on its Form 6-K filed with the Securities and Exchange Commission.

 

2

 

 

ITEM 1. SECURITY AND ISSUER.

 

This Schedule 13D pertains to the common stock, par value NIS 2.40 (“Common Stock”), of Check-Cap LTD, an Israeli corporation (“Issuer”). The Issuer’s principal executive office is located at Check-Cap Building 29 Abba Hushi Avenue, P.O. Box 1271, Isfiya, 30090, Mount Carmel, Israel.

 

ITEM 2. IDENTITY AND BACKGROUND.

 

(a) This statement on Schedule 13D is filed by Symetryx Corporation (“Symetryx”).

 

(b) The principal business and office address of Symetryx is:

 

2828 Bathurst Street Suite 400

Toronto, Canada M6B3A7.

 

(c) Symetryx is a Family Office that invests its funds in business entities. The principal business address of Symetryx is as set forth in (b) above.

 

(d) During the last five years, Symetryx has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e) During the last five years, Symetryx has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f) Symetryx is incorporated in Ontario, Canada.

 

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

 

Symetryx used USD$1,043,073 of working capital to purchase shares of the Common Stock of Issuer.

 

ITEM 4. PURPOSE OF TRANSACTION.

 

(a) Symetryx does not intend to sell shares of Issuer Common Stock or purchase additional shares of Issuer Common Stock.

 

(b) On July 18, 2023, Symetryx issued a press release stating, among other information, that Symetryx announced a non-binding proposal to acquire shares of Issuer Common Stock from Issuer’s shareholders at a price of $4.35 per share in cash, contingent upon satisfying specified conditions (“Non-binding Proposal”). These conditions included, among others, that the Issuer’s Board of Directors immediately engage with Symetryx, and completion of a due diligence review of Issuer. Symetryx also urged that the Board of Directors enter into a nondisclosure agreement with Symetryx.

 

On July 25, 2023, Symetryx issued a press release stating, among other information, it increased the cash purchase price per share of Issuer Common Stock from $4.35 per share to $4.60 per share in cash. Symetryx stated that Issuer’s Board of Directors had not yet responded to Symetryx request to communicate with them and allow Symetryx to begin due diligence as outlined in Symetryx July 18, 2023, press release. Symetryx also stated that, if Issuer’s Board of Directors does not engage in communications with Symetryx regarding its non-binding proposal to acquire shares, Symetryx may consider making a tender offer directly to Issuer’s shareholders in accordance with U.S. federal securities law and regulations.

 

On August 10, 2023, the Chairman of Issuer’s Board of Directors sent an email to Symetryx proposing a conversation with him and another member of the Board. Symetryx did not reply to that email.

 

As of September 26, 2023, Symetryx withdraws and terminates its Non-binding Proposal.

 

Symetryx is aware (based on the Form 6-K filed by Issuer with the SEC) that, on August 16, 2023, Issuer entered into a business combination agreement (“BCA”) with Keystone Dental Holdings, Inc., a Delaware corporation, Capstone Dental PubCo, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Keystone, Capstone Merger Sub Ltd., an Israeli company and a direct, wholly owned subsidiary of PubCo, and Capstone Merger Sub Corp., a Delaware corporation and a direct, wholly owned subsidiary of PubCo (collectively “Capstone Dental”). Closing of the transactions contemplated by the BCA requires, among other items, approval of Issuer’s shareholders at a Special Meeting of Shareholders that Issuer has publicly reported it anticipates holding in the fourth quarter of 2023.

 

3

 

 

On September 21, 2023, Symetryx issued a press release stating, among other information, that Symetryx will strongly oppose the transactions contemplated by the BCA as it believes that the merger target does not represent the maximum value that shareholders could receive on completion of a transaction

 

Symetryx intends to vote its shares of Issuer Common Stock against the transactions contemplated by the BCA, and to encourage other holders of Issuer Common Stock to vote their shares against these contemplated transactions.

 

Symetryx intends to propose to Issuer a different merger candidate. As of the filing date of this Schedule 13D, Symetryx does not yet have a specific merger candidate that it intends to propose to Issuer.

 

(c) Not applicable.

 

(d) Based solely upon the Form 20-F Issuer filed with the SEC on March 31, 2023, Symetryx believes that Issuer’s Board of Directors is currently comprised of five members: Steven Hanley, Clara Ezed, Mary Jo Gorman, XiangQian (XQ) Lin, and Yuval Yanai (each a “Current Director”). Under the Israeli Companies Law, a holder of not less than 5% of the shares of outstanding stock of an Israeli corporation is entitled to demand that corporation’s board of directors call a special meeting of its shareholders. Symetryx sent Issuer’s Board of Directors a letter, dated September 29, 2023 (“Demand Letter”), demanding that the Board calls a special meeting of Issuer’s shareholders to consider and vote upon removal of each of the Current Directors as directors and electing/ appointing the certain experienced and independent director nominees, namely Avital Shafran, Jordan Lipton, Idan Ben Shitrit, William Vozzolo and Liliane Malczewsky in their places.

 

The Demand Letter is filed with this Schedule 13D as Exhibit 99.3.

 

On September 29, 2023, Symetryx requested the board of directors of Check-Cap Ltd. to call an extraordinary general meeting of its shareholders no later than October 20, 2023. Since the Check-Cap declined our request to convene, and has not timely called nor convened the meeting as required by applicable law, Symetryx has taken it upon itself to convene a shareholders meeting. The full notice of meeting and proxy are attached as Exhibit 99.4.

 

On November 12, 2023, Check-Cap and Symetryx reached terms of settlement under which Symetryx will cancel its special shareholders meeting and Check-Cap has agreed that it will convert its special shareholder meeting to an annual general meeting of shareholders to be held on December 18, 2023.

 

The notice and proxy materials will be sent to shareholders of record by Check-Cap this week, which will include, the election of five directors to the Check-Cap Board out of ten director nominees (five being proposed by Symetryx and five being proposed by Check-Cap) and other proposals in connection with an annual shareholders meeting including the proposed Check-Cap- Keystone Transaction.

 

The parties have agreed that once the Check-Cap annual shareholder meeting has been convened, the pending legal proceedings filed by Symetryx will be withdrawn.

 

Symetryx is pleased with this outcome as it will avoid unnecessary delays, further court proceedings and the preservation of funds (for the benefit of the shareholders) that would otherwise have been spent by Check-Cap on legal and court fees.

 

Symetryx intends to vote AGAINST the Keystone transaction (the “Transaction”) and vote FOR its five-nominees to the Check-Cap Board of Directors which include: Idan Ben Shitrit, Avital Shafran, Jordan Lipton, William Vozzolo and Lilian Malczewski. Symetryx also urges its fellow shareholders to likewise vote AGAINST the Transaction and to vote FOR all five of Symetryx’s highly qualified and independent director nominees.

 

On November 24, 2023 Check-Cap filed its proxy materials on EDGAR along with the position statement of Symetryx with respect to its view on how fellow shareholders should vote on the Keystone Transaction. Symetryx strongly opposes the Keystone Transaction for the reasons disclosed in its position statement – a copy of which is included as Exhibit 99.5.

 

4

 

 

On December 13, 2023 Symetryx filed a news release in respect to the testimony of certain directors during a recent court hearing regarding the upcoming meeting with respect to the Transaction. On December 18, 2023, Symetryx disseminated a correction regarding a clerical error in that press release – a copy of which is included as Exhibit 99.6

 

(e) Not applicable.

 

(f) Not applicable.

 

(g) Not applicable.

 

(h) Not applicable.

 

(i) Not applicable.

 

(j) Not applicable.

 

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

 

(a) Symetryx is the beneficial owner of 338,626 shares of Common Stock of Issuer. To the best of Symetryx knowledge, based solely upon information in Issuer’s Form 6-K for the quarter ended June 30, 2023, filed with the SEC, the number of shares of Issuer Common Stock issued and outstanding as at June 30, 2023, the beneficial ownership of Symetryx shares of Issuer Common Stock represents 5.8% of the total number of 5,849,216 shares of Issuer Common Stock outstanding at that date. Symetryx does not have a current right to acquire additional Issuer Common Stock.

 

(b) As at November 27, 2023, Symetryx has sole power to vote or direct the vote and sole power to dispose or direct the disposition of 338,626 shares of Issuer Common Stock. None of these shares is subject to joint power to vote or direct the vote or joint power to dispose or direct the disposition of these shares.

 

(c) During the last 60 days, Symetryx purchased shares of Issuer Common Stock on the Nasdaq Stock Market on the dates and at the prices per share as specified in Exhibit 99.1 to this Schedule 13D.

 

(d) No person other than Symetryx has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of shares of Issuer Common Stock beneficially owned by Symetryx.

 

(e) Not applicable.

 

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

 

Neither Symetryx nor, to its knowledge, any other person is a party to any contract, arrangement, understanding or relationship with respect to any securities of Issuer, including the transfer or voting of any Issuer securities, finder’s fees, joint ventures, loan, or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

 

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

 

Exhibit No.   
99.1  Purchases by Symetryx Corporation of Shares of Issuer Common Stock During the Past 60 Days.
    
99.2  Power of Attorney of Symetryx and Barry Shiff Authorizing Legal Counsel to Cause this Schedule 13D to be filed with the Securities and Exchange Commission (“SEC”) is incorporated herein by reference to Exhibit 99.2 to the Schedule 13 dated August 24, 2023 filed with the SEC by Symetryx.
    
99.3  Letter from Symetryx to Issuer’s Board of Directors, dated September 29, 2023, demanding a Special Meeting of Shareholders to remove and replace Directors.
    
99.4  Notice of Extraordinary General Meeting of Shareholders from Symetryx, dated October 30, 2023, as a result of inaction from Issuer’s Board of Directors following the above Exhibit 99.3.
    
99.5  Position Statement of Symetryx regarding rejecting the Keystone Transaction at the December 18, 2023 shareholders meeting.
    
99.6  

Press release of December 13, 2023 from Symetryx and a clerical correction dated December 18, 2023.

 

5

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct as of December 18, 2023.

 

  By:  /s/ Barry Shiff, President, Symetryx Corporation

 

6

 

 

 

Exhibits to this Schedule 13D:

 

99.1  Purchases by Symetryx of Shares of Issuer Common Stock During the Past Sixty Days.
    
99.2  Power of Attorney of Symetryx and Barry Shiff Authorizing Legal Counsel to Cause this Schedule 13D to be filed with the Securities and Exchange Commission (“SEC”) is incorporated herein by reference to Exhibit 99.2 to the Schedule 13 dated August 30, 2023 filed with the SEC by Symetryx.
    
99.3  Letter from Symetryx to Issuer’s Board of Directors, dated September 29, 2023, demanding a Special Meeting of Shareholders to remove and replace Directors.
    
99.4  Notice of Extraordinary General Meeting of Shareholders from Symetryx, dated October 30, 2023, as a result of inaction from Issuer’s Board of Directors following the above Exhibit 99.3.
    
99.5  Position Statement of Symetryx regarding rejecting the Keystone Transaction at the December 18, 2023 shareholders meeting.
    
99.6  

Press release of December 13, 2023 from Symetryx and a clerical correction dated December 18, 2023.

 

7

Exhibit 99.1

 

Purchases by Symetryx of Issuer Common Stock in the Past Sixty Days.

 

All of the purchases of Issuer Common Stock were made by Symetryx on the Nasdaq Stock Market.

 

Trade Date  Number of Shares  Trade Price 
June 16, 2023  93  $2.470 
June 16, 2023  4807  $2.480 
June 16, 2023  100  $2.470 
June 20, 2023  1000  $2.700 
June 20, 2023  3077  $2.690 
June 20, 2023  100  $2.730 
June 20, 2023  823  $2.740 
June 20, 2023  9368  $2.740 
June 20, 2023  500  $2.740 
June 20, 2023  1000  $2.750 
June 20, 2023  200  $2.600 
June 20, 2023  200  $2.600 
June 20, 2023  200  $2.600 
June 20, 2023  100  $2.600 
June 21, 2023  100  $2.830 
June 21, 2023  200  $2.840 
June 21, 2023  300  $2.840 
June 21, 2023  100  $2.840 
June 21, 2023  100  $2.840 
June 21, 2023  557  $2.840 
June 21, 2023  3643  $2.840 
June 21, 2023  400  $2.800 
June 21, 2023  500  $2.800 
June 21, 2023  600  $2.800 
June 21, 2023  500  $2.800 
June 21, 2023  200  $2.750 
June 21, 2023  100  $2.750 
June 21, 2023  330  $2.750 
June 21, 2023  100  $2.760 
June 21, 2023  100  $2.760 
June 21, 2023  6  $2.760 
June 21, 2023  500  $2.780 
June 21, 2023  200  $2.780 
June 21, 2023  1  $2.800 
June 21, 2023  100  $2.800 
June 21, 2023  100  $2.800 
June 21, 2023  100  $2.800 
June 21, 2023  200  $2.800 

 

 

 

 

June 21, 2023  100  $2.820 
June 21, 2023  100  $2.830 
June 21, 2023  100  $2.830 
June 21, 2023  600  $2.850 
June 21, 2023  500  $2.850 
June 21, 2023  100  $2.840 
June 21, 2023  1  $2.840 
June 21, 2023  100  $2.850 
June 21, 2023  500  $2.850 
June 21, 2023  100  $2.840 
June 21, 2023  100  $2.840 
June 21, 2023  500  $2.850 
June 21, 2023  600  $2.850 
June 21, 2023  100  $2.850 
June 21, 2023  600  $2.850 
June 21, 2023  100  $2.840 
June 21, 2023  1300  $2.890 
June 21, 2023  100  $2.900 
June 21, 2023  100  $2.890 
June 21, 2023  3  $2.900 
June 21, 2023  150  $2.900 
June 21, 2023  100  $2.890 
June 21, 2023  30  $2.900 
June 21, 2023  200  $2.890 
June 21, 2023  900  $2.890 
June 21, 2023  7  $2.890 
June 21, 2023  100  $2.880 
June 21, 2023  100  $2.890 
June 21, 2023  100  $2.880 
June 21, 2023  100  $2.880 
June 21, 2023  100  $2.890 
June 21, 2023  100  $2.890 
June 21, 2023  100  $2.900 
June 21, 2023  100  $2.890 
June 21, 2023  100  $2.900 
June 21, 2023  100  $2.900 
June 21, 2023  100  $2.890 
June 21, 2023  100  $2.890 
June 21, 2023  150  $2.900 
June 21, 2023  500  $2.900 
June 21, 2023  100  $2.860 
June 21, 2023  500  $2.870 
June 21, 2023  100  $2.870 
June 21, 2023  100  $2.890 

 

2

 

 

June 21, 2023  6  $2.890 
June 21, 2023  300  $2.887 
June 21, 2023  100  $2.890 
June 21, 2023  757  $2.890 
June 21, 2023  388  $2.890 
June 21, 2023  12  $2.880 
June 21, 2023  100  $2.890 
June 21, 2023  200  $2.888 
June 21, 2023  100  $2.890 
June 21, 2023  100  $2.880 
June 21, 2023  100  $2.890 
June 21, 2023  1  $2.890 
June 21, 2023  100  $2.890 
June 21, 2023  400  $2.890 
June 21, 2023  100  $2.890 
June 21, 2023  107  $2.900 
June 21, 2023  100  $2.900 
June 21, 2023  100  $2.890 
June 21, 2023  1000  $2.900 
June 21, 2023  87  $2.890 
June 21, 2023  200  $2.900 
June 21, 2023  100  $2.880 
June 21, 2023  14  $2.890 
June 21, 2023  200  $2.900 
June 21, 2023  300  $2.900 
June 21, 2023  10  $2.900 
June 21, 2023  100  $2.850 
June 21, 2023  100  $2.850 
June 21, 2023  250  $2.900 
June 21, 2023  100  $2.900 
June 21, 2023  100  $2.900 
June 21, 2023  300  $2.900 
June 21, 2023  900  $2.900 
June 21, 2023  200  $2.900 
June 21, 2023  1500  $2.900 
June 21, 2023  100  $2.900 
June 21, 2023  100  $2.900 
June 21, 2023  5  $2.900 
June 21, 2023  100  $2.900 
June 21, 2023  200  $2.890 
June 21, 2023  100  $2.890 
June 21, 2023  82  $2.880 
June 21, 2023  100  $2.865 
June 21, 2023  100  $2.890 

 

3

 

 

June 21, 2023  1  $2.890 
June 21, 2023  100  $2.890 
June 21, 2023  100  $2.890 
June 21, 2023  700  $2.890 
June 21, 2023  100  $2.880 
June 21, 2023  400  $2.890 
June 21, 2023  489  $2.900 
June 21, 2023  10  $2.900 
June 21, 2023  1  $2.900 
June 21, 2023  100  $2.900 
June 21, 2023  69  $2.890 
June 21, 2023  100  $2.900 
June 21, 2023  100  $2.890 
June 21, 2023  82  $2.900 
June 21, 2023  400  $2.900 
June 21, 2023  100  $2.900 
June 22, 2023  199  $2.820 
June 22, 2023  300  $2.830 
June 22, 2023  300  $2.830 
June 22, 2023  443  $2.830 
June 22, 2023  300  $2.830 
June 22, 2023  150  $2.830 
June 22, 2023  400  $2.830 
June 22, 2023  100  $2.830 
June 22, 2023  20  $2.830 
June 22, 2023  2681  $2.870 
June 22, 2023  1300  $2.860 
June 22, 2023  100  $2.870 
June 22, 2023  12  $2.870 
June 22, 2023  100  $2.870 
June 22, 2023  200  $2.860 
June 22, 2023  100  $2.920 
June 22, 2023  50  $2.920 
June 22, 2023  400  $2.950 
June 22, 2023  10  $2.950 
June 22, 2023  300  $2.950 
June 22, 2023  131  $2.950 
June 22, 2023  300  $2.950 
June 22, 2023  1100  $2.947 
June 22, 2023  10  $2.950 
June 22, 2023  5  $2.940 
June 22, 2023  100  $2.900 
June 22, 2023  700  $2.900 
June 22, 2023  100  $2.900 

 

4

 

 

June 22, 2023  100  $2.900 
June 22, 2023  100  $2.900 
June 22, 2023  250  $2.910 
June 22, 2023  100  $2.900 
June 22, 2023  28  $2.910 
June 22, 2023  100  $2.910 
June 22, 2023  10  $2.910 
June 22, 2023  100  $2.910 
June 22, 2023  100  $2.920 
June 22, 2023  100  $2.920 
June 22, 2023  36  $2.910 
June 22, 2023  100  $2.910 
June 22, 2023  100  $2.910 
June 22, 2023  300  $2.920 
June 22, 2023  100  $2.930 
June 22, 2023  100  $2.920 
June 22, 2023  1500  $2.930 
June 22, 2023  31  $2.930 
June 22, 2023  100  $2.920 
June 22, 2023  100  $2.930 
June 22, 2023  836  $2.930 
June 22, 2023  300  $2.930 
June 22, 2023  354  $3.030 
June 22, 2023  4942  $3.040 
June 22, 2023  58  $3.040 
June 22, 2023  1000  $3.000 
June 22, 2023  500  $3.000 
June 22, 2023  500  $3.000 
June 22, 2023  100  $3.010 
June 22, 2023  100  $3.010 
June 22, 2023  100  $3.010 
June 22, 2023  100  $3.010 
June 22, 2023  200  $3.010 
June 22, 2023  700  $3.010 
June 22, 2023  1  $3.010 
June 22, 2023  1  $3.010 
June 22, 2023  1  $3.010 
June 22, 2023  200  $3.010 
June 22, 2023  1750  $3.010 
June 22, 2023  5  $3.010 
June 22, 2023  145  $3.000 
June 22, 2023  680  $3.000 
June 22, 2023  100  $3.010 
June 22, 2023  35  $3.010 

 

5

 

 

June 22, 2023  100  $3.010 
June 22, 2023  1  $3.010 
June 22, 2023  300  $3.000 
June 22, 2023  63  $2.990 
June 22, 2023  1  $3.000 
June 22, 2023  100  $3.000 
June 22, 2023  100  $3.000 
June 22, 2023  100  $3.000 
June 22, 2023  3  $3.000 
June 22, 2023  2  $3.000 
June 22, 2023  100  $3.000 
June 22, 2023  100  $3.000 
June 22, 2023  39  $3.000 
June 22, 2023  61  $3.000 
June 22, 2023  10  $3.010 
June 22, 2023  100  $3.010 
June 22, 2023  100  $3.010 
June 22, 2023  900  $3.010 
June 22, 2023  100  $3.010 
June 22, 2023  100  $3.010 
June 22, 2023  2  $3.010 
June 22, 2023  100  $3.010 
June 22, 2023  1  $3.010 
June 22, 2023  100  $3.060 
June 23, 2023  147  $3.050 
June 23, 2023  191  $3.070 
June 23, 2023  341  $3.070 
June 23, 2023  100  $3.090 
June 23, 2023  100  $3.084 
June 23, 2023  104  $3.050 
June 23, 2023  100  $3.050 
June 23, 2023  593  $3.050 
June 23, 2023  145  $3.090 
June 23, 2023  200  $3.090 
June 23, 2023  3  $3.087 
June 23, 2023  142  $3.090 
June 23, 2023  1200  $3.090 
June 23, 2023  5  $3.090 
June 23, 2023  400  $3.090 
June 23, 2023  400  $3.090 
June 23, 2023  900  $3.090 
June 23, 2023  300  $3.090 
June 23, 2023  1000  $3.180 
June 26, 2023  2  $2.830 

 

6

 

 

June 26, 2023  30  $2.850 
June 26, 2023  32  $2.850 
June 26, 2023  1  $2.830 
June 26, 2023  1  $2.830 
June 26, 2023  200  $2.830 
June 26, 2023  1  $2.830 
June 26, 2023  100  $2.830 
June 26, 2023  1  $2.830 
June 26, 2023  1  $2.830 
June 26, 2023  9  $3.040 
June 26, 2023  1  $2.950 
June 26, 2023  90  $2.950 
June 26, 2023  1000  $2.948 
June 26, 2023  8  $2.940 
June 26, 2023  99  $2.860 
June 26, 2023  100  $2.940 
June 26, 2023  92  $2.950 
June 26, 2023  1400  $2.948 
June 26, 2023  99  $2.940 
June 26, 2023  100  $2.930 
June 26, 2023  7  $2.910 
June 26, 2023  300  $2.950 
June 26, 2023  82  $2.950 
June 26, 2023  100  $2.940 
June 26, 2023  1000  $2.950 
June 26, 2023  18  $2.950 
June 26, 2023  800  $2.947 
June 26, 2023  100  $2.950 
June 26, 2023  1  $2.940 
June 26, 2023  1  $2.860 
June 27, 2023  22  $2.650 
June 27, 2023  100  $2.670 
June 27, 2023  100  $2.660 
June 27, 2023  19  $2.650 
June 27, 2023  18  $2.650 
June 27, 2023  100  $2.670 
June 27, 2023  200  $2.660 
June 27, 2023  100  $2.670 
June 27, 2023  50  $2.670 
June 27, 2023  1  $2.670 
June 27, 2023  50  $2.670 
June 27, 2023  50  $2.670 
June 27, 2023  43  $2.670 
June 27, 2023  50  $2.670 

 

7

 

 

June 27, 2023  50  $2.670 
June 27, 2023  50  $2.670 
June 27, 2023  50  $2.670 
June 27, 2023  100  $2.850 
June 27, 2023  100  $2.850 
June 27, 2023  1  $2.860 
June 27, 2023  100  $2.850 
June 27, 2023  100  $2.860 
June 27, 2023  400  $2.858 
June 27, 2023  100  $2.860 
June 27, 2023  100  $2.860 
June 27, 2023  600  $2.860 
June 27, 2023  55  $2.840 
June 27, 2023  147  $2.860 
June 27, 2023  45  $2.860 
June 27, 2023  100  $2.860 
June 27, 2023  100  $2.850 
June 27, 2023  166  $2.860 
June 27, 2023  100  $2.850 
June 27, 2023  100  $2.860 
June 30, 2023  5  $2.900 
June 30, 2023  710  $2.900 
June 30, 2023  90  $2.900 
June 30, 2023  200  $2.890 
June 30, 2023  50  $2.900 
June 30, 2023  945  $2.900 
June 30, 2023  50  $2.900 
June 30, 2023  113  $2.920 
June 30, 2023  87  $2.920 
June 30, 2023  100  $2.890 
June 30, 2023  400  $2.749 
June 30, 2023  1200  $2.760 
June 30, 2023  5  $2.768 
June 30, 2023  100  $2.760 
June 30, 2023  195  $2.760 
June 30, 2023  100  $2.760 
June 30, 2023  185  $2.760 
June 30, 2023  100  $2.760 
June 30, 2023  10  $2.760 
June 30, 2023  195  $2.760 
June 30, 2023  100  $2.770 
June 30, 2023  1110  $2.768 
June 30, 2023  300  $2.768 
June 30, 2023  -15  $2.710 

 

8

 

 

June 30, 2023  -485  $2.710 
July 7, 2023  33  $2.850 
July 7, 2023  200  $2.860 
July 7, 2023  67  $2.850 
July 7, 2023  100  $2.850 
July 7, 2023  100  $2.850 
July 7, 2023  100  $2.860 
July 7, 2023  125  $2.860 
July 7, 2023  100  $2.860 
July 7, 2023  50  $2.900 
July 7, 2023  50  $2.900 
July 7, 2023  50  $2.900 
July 7, 2023  50  $2.900 
July 7, 2023  50  $2.900 
July 7, 2023  50  $2.900 
July 7, 2023  400  $2.870 
July 7, 2023  50  $2.900 
July 7, 2023  50  $2.900 
July 7, 2023  50  $2.900 
July 7, 2023  50  $2.900 
July 7, 2023  300  $2.910 
July 7, 2023  200  $2.920 
July 7, 2023  100  $2.920 
July 7, 2023  345  $2.910 
July 7, 2023  200  $2.920 
July 7, 2023  200  $2.920 
July 7, 2023  75  $2.920 
July 7, 2023  100  $2.920 
July 7, 2023  200  $2.920 
July 7, 2023  267  $2.920 
July 7, 2023  100  $2.910 
July 7, 2023  88  $2.920 
July 7, 2023  100  $2.920 
July 7, 2023  200  $2.920 
July 7, 2023  100  $2.910 
July 7, 2023  100  $2.920 
July 7, 2023  200  $2.920 
July 7, 2023  200  $2.910 
July 7, 2023  200  $2.920 
July 13, 2023  20  $2.690 
July 13, 2023  100  $2.690 
July 13, 2023  20  $2.690 
July 13, 2023  127  $2.690 
July 13, 2023  20  $2.690 

 

9

 

 

July 19, 2023  -400  $3.370 
July 19, 2023  -100  $3.360 
July 19, 2023  -100  $3.370 
July 19, 2023  -250  $3.350 
July 19, 2023  -100  $3.360 
July 19, 2023  -60  $3.360 
July 19, 2023  -200  $3.300 
July 19, 2023  -100  $3.300 
July 19, 2023  -100  $3.300 
July 19, 2023  -25  $3.310 
July 19, 2023  259  $3.300 
July 19, 2023  231  $3.300 
July 19, 2023  10  $3.300 
July 19, 2023  500  $3.300 
July 19, 2023  -1900  $3.280 
July 19, 2023  -200  $3.270 
July 19, 2023  -100  $3.270 
July 19, 2023  -518  $3.220 
July 19, 2023  -100  $3.220 
July 19, 2023  -3  $3.110 
July 19, 2023  -142  $3.110 
July 19, 2023  -363  $3.110 
July 19, 2023  -24  $3.115 
July 19, 2023  -100  $3.110 
July 19, 2023  -703  $3.110 
July 19, 2023  -300  $3.100 
July 19, 2023  -137  $3.200 
July 19, 2023  -300  $3.190 
July 19, 2023  -100  $3.180 
July 19, 2023  -100  $3.180 
July 19, 2023  -14  $3.180 
July 19, 2023  -480  $3.160 
July 19, 2023  -10  $3.190 
July 19, 2023  -1000  $3.160 
July 19, 2023  -41  $3.100 
July 19, 2023  -200  $3.100 
July 19, 2023  -8  $3.100 
July 19, 2023  -100  $3.100 
July 19, 2023  -100  $3.100 
July 19, 2023  -100  $3.080 
July 19, 2023  -100  $3.080 
July 19, 2023  -773  $3.080 
July 19, 2023  -25  $3.080 
July 19, 2023  -100  $3.080 

 

10

 

 

July 19, 2023  -100  $3.090 
July 19, 2023  -100  $3.140 
July 19, 2023  -50  $3.140 
July 19, 2023  -200  $3.150 
July 19, 2023  -100  $3.140 
July 19, 2023  -50  $3.140 
July 19, 2023  -100  $3.140 
July 19, 2023  -50  $3.140 
July 19, 2023  -100  $3.140 
July 19, 2023  -50  $3.140 
July 19, 2023  -100  $3.140 
July 19, 2023  -300  $3.140 
July 19, 2023  -50  $3.140 
July 19, 2023  -51  $3.140 
July 19, 2023  -400  $3.150 
July 19, 2023  -100  $3.140 
July 19, 2023  -50  $3.140 
July 19, 2023  -400  $3.140 
July 19, 2023  -100  $3.140 
July 19, 2023  -100  $3.140 
July 19, 2023  -100  $3.150 
July 19, 2023  -50  $3.140 
July 19, 2023  -200  $3.140 
July 19, 2023  -200  $3.140 
July 19, 2023  -40  $3.140 
July 19, 2023  -100  $3.150 
July 19, 2023  -1  $3.140 
July 19, 2023  -50  $3.140 
July 19, 2023  -15  $3.140 
July 19, 2023  -1000  $3.150 
July 19, 2023  -5  $3.185 
July 19, 2023  -7  $3.150 
July 19, 2023  -14  $3.185 
July 19, 2023  -200  $3.138 
July 19, 2023  -100  $3.140 
July 19, 2023  -93  $3.150 
July 19, 2023  -74  $3.150 
July 19, 2023  -100  $3.130 
July 19, 2023  -100  $3.140 
July 19, 2023  -75  $3.130 
July 19, 2023  -25  $3.130 
July 19, 2023  -25  $3.130 
July 19, 2023  -100  $3.140 
July 19, 2023  -100  $3.130 

 

11

 

 

July 19, 2023  -100  $3.130 
July 19, 2023  100  $3.210 
July 19, 2023  100  $3.200 
July 19, 2023  100  $3.200 
July 19, 2023  300  $3.210 
July 19, 2023  28  $3.200 
July 19, 2023  100  $3.200 
July 19, 2023  20  $3.190 
July 19, 2023  52  $3.200 
July 19, 2023  300  $3.200 
July 19, 2023  200  $3.210 
July 19, 2023  400  $3.210 
July 19, 2023  100  $3.210 
July 20, 2023  100  $3.210 
July 21, 2023  100  $3.060 
July 21, 2023  100  $3.060 
July 21, 2023  400  $3.060 
July 21, 2023  100  $3.060 
July 21, 2023  27  $3.060 
July 21, 2023  100  $3.060 
July 21, 2023  300  $3.070 
July 21, 2023  100  $3.110 
July 21, 2023  100  $3.100 
July 21, 2023  100  $3.110 
July 21, 2023  40  $3.110 
July 21, 2023  200  $3.230 
July 21, 2023  100  $3.140 
July 21, 2023  955  $3.230 
July 21, 2023  1090  $3.230 
July 21, 2023  100  $3.130 
July 21, 2023  69  $3.230 
July 21, 2023  149  $3.230 
July 21, 2023  800  $3.140 
July 21, 2023  100  $3.230 
July 21, 2023  400  $3.138 
July 21, 2023  50  $3.230 
July 21, 2023  200  $3.230 
July 21, 2023  100  $3.230 
July 21, 2023  1220  $3.230 
July 21, 2023  100  $3.270 
July 21, 2023  100  $3.260 
July 21, 2023  100  $3.240 
July 21, 2023  200  $3.260 
July 21, 2023  100  $3.260 

 

12

 

 

July 21, 2023  100  $3.260 
July 21, 2023  1000  $3.268 
July 21, 2023  2400  $3.232 
July 21, 2023  400  $3.267 
July 21, 2023  100  $3.260 
July 21, 2023  100  $3.270 
July 21, 2023  100  $2.950 
July 21, 2023  93  $2.950 
July 21, 2023  200  $2.950 
July 21, 2023  100  $2.950 
July 21, 2023  100  $2.940 
July 21, 2023  400  $2.950 
July 21, 2023  100  $2.950 
July 21, 2023  1  $2.960 
July 21, 2023  100  $2.980 
July 21, 2023  59  $2.980 
July 21, 2023  50  $2.980 
July 21, 2023  701  $2.990 
July 21, 2023  100  $2.990 
July 21, 2023  311  $3.000 
July 21, 2023  200  $3.000 
July 21, 2023  100  $3.000 
July 21, 2023  100  $3.000 
July 21, 2023  400  $3.000 
July 21, 2023  550  $3.000 
July 21, 2023  500  $3.030 
July 21, 2023  221  $3.030 
July 21, 2023  503  $3.030 
July 24, 2023  -800  $2.950 
July 24, 2023  100  $3.000 
July 24, 2023  100  $3.000 
July 24, 2023  200  $2.997 
July 24, 2023  100  $3.000 
July 24, 2023  100  $3.000 
July 24, 2023  100  $3.000 
July 24, 2023  300  $2.997 
July 24, 2023  100  $3.000 
July 25, 2023  -100  $3.350 
July 25, 2023  -100  $3.320 
July 25, 2023  -1  $3.320 
July 25, 2023  -1000  $3.320 
July 25, 2023  -200  $3.320 
July 25, 2023  -300  $3.330 
July 25, 2023  -100  $3.320 

 

13

 

 

July 25, 2023  -312  $3.350 
July 25, 2023  -265  $3.380 
July 25, 2023  -1  $3.360 
July 25, 2023  -400  $3.350 
July 25, 2023  -300  $3.370 
July 25, 2023  -1  $3.350 
July 25, 2023  -100  $3.390 
July 25, 2023  -100  $3.390 
July 25, 2023  -220  $3.350 
July 25, 2023  -50  $3.350 
July 25, 2023  -1  $3.350 
July 25, 2023  -200  $3.350 
July 25, 2023  -2  $3.310 
July 25, 2023  -1100  $3.300 
July 25, 2023  -100  $3.310 
July 25, 2023  -2  $3.310 
July 25, 2023  -100  $3.300 
July 25, 2023  -28  $3.300 
July 25, 2023  -30  $3.320 
July 25, 2023  -50  $3.310 
July 25, 2023  -700  $3.300 
July 25, 2023  -50  $3.310 
July 25, 2023  -100  $3.300 
July 25, 2023  -100  $3.310 
July 25, 2023  -51  $3.310 
July 25, 2023  -100  $3.300 
July 25, 2023  -100  $3.270 
July 25, 2023  -100  $3.230 
July 25, 2023  -100  $3.220 
July 25, 2023  -150  $3.220 
July 25, 2023  -1  $3.220 
July 25, 2023  -100  $3.230 
July 25, 2023  -100  $3.220 
July 25, 2023  -200  $3.222 
July 25, 2023  -100  $3.223 
July 25, 2023  -800  $3.220 
July 25, 2023  -100  $3.210 
July 25, 2023  -100  $3.210 
July 25, 2023  -61  $3.210 
July 25, 2023  -100  $3.210 
July 25, 2023  -100  $3.210 
July 25, 2023  -2  $3.200 
July 25, 2023  -20  $3.200 
July 25, 2023  -100  $3.200 

 

14

 

 

July 25, 2023  -400  $3.200 
July 25, 2023  -71  $3.200 
July 25, 2023  -198  $3.200 
July 25, 2023  -1  $3.200 
July 25, 2023  -140  $3.200 
July 25, 2023  -50  $3.220 
July 25, 2023  -50  $3.220 
July 25, 2023  -50  $3.220 
July 25, 2023  -50  $3.220 
July 25, 2023  -50  $3.220 
July 25, 2023  -50  $3.220 
July 25, 2023  -50  $3.220 
July 25, 2023  -50  $3.220 
July 25, 2023  -50  $3.220 
July 25, 2023  -100  $3.200 
July 25, 2023  -100  $3.200 
July 25, 2023  -100  $3.200 
July 25, 2023  -100  $3.200 
July 25, 2023  -1000  $3.200 
July 25, 2023  -2000  $3.180 
July 25, 2023  -200  $3.182 
July 25, 2023  -100  $3.190 
July 25, 2023  -100  $3.180 
July 25, 2023  -45  $3.150 
July 25, 2023  -55  $3.150 
July 25, 2023  -100  $3.155 
July 25, 2023  -100  $3.150 
July 25, 2023  -4700  $3.150 
July 28, 2023  11719  $3.390 
August 17, 2023  -100  $2.550 
August 17, 2023  100  $2.320 
August 17, 2023  24  $2.320 
August 17, 2023  100  $2.340 
August 17, 2023  100  $2.350 
August 17, 2023  100  $2.350 
August 17, 2023  100  $2.350 
August 17, 2023  64  $2.320 
August 17, 2023  19  $2.320 
August 17, 2023  100  $2.350 
August 17, 2023  95  $2.350 
August 17, 2023  100  $2.320 
August 17, 2023  100  $2.340 
August 17, 2023  100  $2.340 
August 17, 2023  300  $2.350 

 

15

 

 

August 17, 2023  100  $2.320 
August 17, 2023  100  $2.340 
August 17, 2023  100  $2.340 
August 17, 2023  100  $2.320 
August 17, 2023  100  $2.320 
August 17, 2023  15  $2.320 
August 17, 2023  5  $2.350 
August 17, 2023  100  $2.320 
August 17, 2023  100  $2.340 
August 17, 2023  100  $2.340 
August 17, 2023  500  $2.350 
August 17, 2023  100  $2.320 
August 17, 2023  1  $2.320 
August 17, 2023  100  $2.340 
August 17, 2023  100  $2.340 
August 17, 2023  5  $2.350 
August 17, 2023  100  $2.305 
August 17, 2023  25  $2.320 
August 17, 2023  100  $2.340 
August 17, 2023  100  $2.350 
August 17, 2023  1  $2.320 
August 17, 2023  70  $2.320 
August 17, 2023  100  $2.340 
August 17, 2023  100  $2.350 
August 17, 2023  100  $2.350 
August 17, 2023  300  $2.350 
August 17, 2023  100  $2.350 
August 17, 2023  300  $2.350 
August 17, 2023  100  $2.350 
August 17, 2023  400  $2.350 
August 17, 2023  300  $2.350 
August 17, 2023  100  $2.350 
August 17, 2023  100  $2.350 
August 17, 2023  300  $2.350 
August 17, 2023  400  $2.350 
August 17, 2023  400  $2.350 
August 17, 2023  100  $2.360 
August 17, 2023  200  $2.360 
August 17, 2023  100  $2.360 
August 17, 2023  500  $2.360 
August 17, 2023  300  $2.360 
August 17, 2023  400  $2.360 
August 17, 2023  300  $2.360 
August 17, 2023  500  $2.360 

 

16

 

 

August 17, 2023  227  $2.360 
August 17, 2023  100  $2.380 
August 17, 2023  100  $2.380 
August 17, 2023  100  $2.370 
August 17, 2023  100  $2.380 
August 17, 2023  100  $2.380 
August 17, 2023  100  $2.380 
August 17, 2023  38  $2.400 
August 17, 2023  100  $2.400 
August 17, 2023  38  $2.400 
August 17, 2023  38  $2.400 
August 17, 2023  100  $2.390 
August 17, 2023  38  $2.400 
August 17, 2023  100  $2.400 
August 17, 2023  38  $2.400 
August 17, 2023  100  $2.400 
August 17, 2023  38  $2.400 
August 17, 2023  200  $2.400 
August 17, 2023  38  $2.400 
August 17, 2023  100  $2.400 
August 17, 2023  38  $2.400 
August 17, 2023  1  $2.400 
August 17, 2023  38  $2.400 
August 17, 2023  100  $2.400 
August 17, 2023  38  $2.400 
August 17, 2023  100  $2.400 
August 17, 2023  100  $2.400 
August 17, 2023  200  $2.400 
August 17, 2023  200  $2.400 
August 17, 2023  100  $2.400 
August 17, 2023  100  $2.400 
August 17, 2023  31  $2.400 
August 17, 2023  800  $2.400 
August 17, 2023  200  $2.400 
August 17, 2023  100  $2.450 
August 17, 2023  100  $2.440 
August 17, 2023  1  $2.450 
August 17, 2023  200  $2.450 
August 17, 2023  99  $2.450 
August 17, 2023  100  $2.440 
August 17, 2023  200  $2.450 
August 17, 2023  99  $2.450 
August 17, 2023  100  $2.450 
August 17, 2023  1  $2.450 

 

17

 

 

August 17, 2023  100  $2.450 
August 21, 2023  141  $2.770 
August 21, 2023  756  $2.770 
August 21, 2023  100  $2.770 
August 21, 2023  13  $2.770 
August 21, 2023  907  $2.770 
August 21, 2023  134  $2.770 
August 21, 2023  316  $2.770 
August 21, 2023  100  $2.770 
September 1, 2023  25  $3.000 
September 1, 2023  9  $3.000 
September 1, 2023  16  $3.000 
September 1, 2023  5  $3.000 
September 1, 2023  100  $2.990 
September 1, 2023  25  $3.000 
September 1, 2023  200  $2.990 
September 1, 2023  100  $2.990 
September 1, 2023  10  $3.000 
September 1, 2023  500  $2.990 
September 1, 2023  100  $3.000 
September 1, 2023  10  $3.000 
September 1, 2023  6  $3.000 
September 1, 2023  100  $3.000 
September 1, 2023  25  $3.000 
September 1, 2023  10  $3.000 
September 1, 2023  10  $3.000 
September 1, 2023  10  $3.000 
September 1, 2023  100  $2.990 
September 1, 2023  38  $2.990 
September 1, 2023  10  $3.000 
September 1, 2023  100  $3.000 
September 1, 2023  25  $3.000 
September 1, 2023  25  $3.000 
September 1, 2023  15  $3.000 
September 1, 2023  18  $3.000 
September 1, 2023  31  $3.000 
September 1, 2023  10  $3.000 
September 1, 2023  3  $3.000 
September 1, 2023  100  $2.990 
September 1, 2023  35  $3.000 
September 1, 2023  30  $3.000 
September 1, 2023  100  $3.000 
September 1, 2023  100  $3.010 
September 1, 2023  100  $3.050 

 

18

 

 

September 1, 2023  100  $3.030 
September 1, 2023  100  $3.030 
September 1, 2023  100  $3.050 
September 1, 2023  100  $3.050 
September 1, 2023  100  $3.010 
September 1, 2023  19  $3.050 
September 1, 2023  4500  $3.050 
September 1, 2023  9292  $3.050 
September 1, 2023  100  $3.050 
September 1, 2023  8  $3.050 
September 8, 2023  100  $3.040 
September 8, 2023  69  $3.040 
September 8, 2023  200  $3.040 
September 8, 2023  25  $3.080 
September 8, 2023  25  $3.080 
September 8, 2023  200  $3.080 
September 8, 2023  25  $3.080 
September 8, 2023  25  $3.080 
September 8, 2023  25  $3.080 
September 8, 2023  25  $3.080 
September 8, 2023  25  $3.080 
September 8, 2023  25  $3.080 
September 8, 2023  25  $3.080 
September 8, 2023  25  $3.080 
September 8, 2023  25  $3.080 
September 8, 2023  25  $3.080 
September 8, 2023  100  $3.080 
September 8, 2023  25  $3.080 
September 8, 2023  25  $3.080 
September 8, 2023  25  $3.080 
September 8, 2023  25  $3.080 
September 8, 2023  25  $3.080 
September 8, 2023  25  $3.080 
September 8, 2023  150  $3.080 
September 8, 2023  25  $3.080 
September 8, 2023  25  $3.080 
September 8, 2023  100  $3.080 
September 8, 2023  100  $3.078 
September 8, 2023  300  $3.078 
September 8, 2023  1600  $3.080 
September 8, 2023  200  $3.080 
September 8, 2023  100  $3.070 
September 8, 2023  200  $3.070 
September 8, 2023  90  $3.090 

 

19

 

 

September 8, 2023  93  $3.090 
September 8, 2023  307  $3.100 
September 8, 2023  10  $3.100 
September 8, 2023  300  $3.140 
September 8, 2023  6  $3.100 
September 8, 2023  194  $3.137 
September 8, 2023  100  $3.130 
September 8, 2023  1  $3.140 
September 8, 2023  1  $3.140 
September 8, 2023  24  $3.140 
September 8, 2023  374  $3.140 
September 8, 2023  10  $3.160 
September 8, 2023  600  $3.160 
September 8, 2023  200  $3.157 
September 11, 2023  951  $3.190 
September 11, 2023  100  $3.180 
September 11, 2023  25  $3.190 
September 11, 2023  100  $3.190 
September 11, 2023  100  $3.180 
September 11, 2023  28  $3.190 
September 11, 2023  1  $3.190 
September 11, 2023  270  $3.190 
September 11, 2023  100  $3.190 
September 11, 2023  420  $3.190 
September 11, 2023  44  $3.180 
September 11, 2023  100  $3.160 
September 11, 2023  50  $3.180 
September 11, 2023  135  $3.180 
September 11, 2023  25  $3.180 
September 11, 2023  100  $3.240 
September 11, 2023  600  $3.260 
September 11, 2023  100  $3.250 
September 11, 2023  200  $3.260 
September 11, 2023  400  $3.250 
September 11, 2023  600  $3.249 
September 11, 2023  100  $3.250 
September 11, 2023  700  $3.257 
September 11, 2023  72  $3.277 
September 11, 2023  390  $3.280 
September 11, 2023  100  $3.267 
September 11, 2023  100  $3.280 
September 20, 2023  74,409  $3.7575 
September 21, 2023  75,591  $4.2083 
November 10, 2023  8   3.51 
November 10, 2023  100   3.5774 
November 10, 2023  400   3.49 
November 10, 2023  3   3.58 

 

20

 

 

November 10, 2023  1   3.51 
November 10, 2023  100   3.57 
November 10, 2023  100   3.58 
November 10, 2023  200   3.5648 
November 10, 2023  2   3.5 
November 10, 2023  97   3.58 
November 10, 2023  3   3.59 
November 10, 2023  200   3.5648 
November 10, 2023  400   3.58 
November 10, 2023  100   3.58 
November 10, 2023  3   3.56 
November 10, 2023  500   3.5838 
November 10, 2023  297   3.59 
November 10, 2023  100   3.5937 
November 10, 2023  99   3.58 
November 10, 2023  100   3.59 
November 10, 2023  5   3.59 
November 10, 2023  500   3.5776 
November 10, 2023  1   3.58 
November 10, 2023  100   3.59 
November 10, 2023  95   3.58 
November 10, 2023  100   3.59 
November 10, 2023  21   3.39 
November 10, 2023  100   3.4 
November 10, 2023  200   3.41 
November 10, 2023  40   3.4 
November 10, 2023  139   3.498 
November 10, 2023  100   3.5 
November 10, 2023  100   3.49 
November 10, 2023  100   3.5 
November 10, 2023  500   3.5 
November 10, 2023  500   3.5 
November 10, 2023  100   3.5 
November 10, 2023  100   3.5 
November 10, 2023  100   3.48 
November 10, 2023  400   3.49 
November 10, 2023  100   3.5 
November 10, 2023  100   3.5 
November 10, 2023  1800   3.455 
November 10, 2023  100   3.58 
November 10, 2023  400   3.54 
November 10, 2023  100   3.55 
November 10, 2023  20   3.5 
November 10, 2023  300   3.55 
November 10, 2023  500   3.55 
November 10, 2023  300   3.55 
November 10, 2023  200   3.55 

 

21

 

 

November 10, 2023  100   3.54 
November 10, 2023  100   3.55 
November 10, 2023  1100   3.55 
November 10, 2023  100   3.53 
November 10, 2023  9   3.58 
November 10, 2023  100   3.58 
November 10, 2023  1071   3.58 
November 10, 2023  6   3.5 
November 10, 2023  1259   3.5 
November 10, 2023  5   3.5 
November 10, 2023  3   3.5 
November 10, 2023  176   3.5 
November 13, 2023  100   3.5 
November 13, 2023  100   3.58 
November 13, 2023  112   3.57 
November 13, 2023  106   3.57 
November 13, 2023  182   3.57 
November 13, 2023  100   3.57 
November 13, 2023  100   3.58 
November 13, 2023  378   3.58 
November 13, 2023  100   3.57 
November 13, 2023  136   3.58 
November 13, 2023  100   3.58 
November 13, 2023  101   3.58 
November 13, 2023  85   3.58 
November 13, 2023  100   3.57 
November 13, 2023  351   3.58 
November 13, 2023  100   3.58 
November 13, 2023  100   3.58 
November 13, 2023  49   3.58 
November 13, 2023  100   3.58 
November 13, 2023  100   3.58 
November 13, 2023  39   3.58 
November 13, 2023  100   3.59 
November 13, 2023  100   3.59 
November 13, 2023  100   3.59 
November 13, 2023  10   3.59 
November 13, 2023  100   3.59 
November 13, 2023  100   3.56 
November 13, 2023  300   3.59 
November 13, 2023  100   3.59 
November 13, 2023  100   3.588 
November 13, 2023  517   3.59 
November 13, 2023  200   3.59 
November 13, 2023  30   3.59 
November 13, 2023  400   3.6 
November 13, 2023  600   3.6 
November 13, 2023  100   3.6 
November 13, 2023  1   3.6 

 

 

22

 

Exhibit 99.2

 

Power of Attorney of Symetryx Authorizing Legal Counsel to Cause this Schedule 13D
to be filed with the Securities and Exchange Commission

 

LIMITED POWER OF ATTORNEY FOR FILINGS UNDER

THE SECURITIES ACT OF 1933, AS AMENDED AND

THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

 

 

 

Know all by these presents, that the undersigned hereby constitutes and appoints Cynthia Libby, Michael Bluestein, Melanie Sokalsky, Joyce Wallach, and Adam Ellenbogen or any one of them, with full power of substitution, as the undersigned’s true and lawful attorneys-in-fact and agents to:

 

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as: (a) President of Symmetry Corporation, an Ontario, Canada corporation; or (b) in the undersigned’s individual capacity, all documents, certificates, instruments, statements, filings and agreements (“documents”) to be filed with or delivered in accordance with the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder;

 

(2) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute and timely file any such documents with the United States Securities and Exchange Commission (the “SEC”) and any stock exchange or similar authority; and

 

(3) take any other action of any type whatsoever that, in the opinion of such attorneys-in-fact, may be necessary or desirable in connection with the foregoing authority, it being understood that the documents executed by such attorneys-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney shall be in such form and shall contain such terms and conditions as such attorneys-in-fact may approve.

 

The undersigned hereby grants to such attorneys-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorneys-in-fact, or such attorneys-in-fact’s substitute or substitutes, have lawfully done or cause to be done or shall lawfully do or cause to be done by virtue of this Limited Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, any of the undersigned’s responsibilities to comply with the Securities Act or Exchange Act.

 

This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file documents under the Securities Act and the Exchange Act with respect to securities held by the undersigned, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. This Limited Power of Attorney may be filed with the SEC as a confirming statement of the authority granted herein.

 

 

 

 

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this August 24, 2023.

 

SYMETRYX CORPORATION  
   
By: /s/ Barry Shiff  
  Barry Shiff, President  
   
/s/ Barry Shiff  
Barry Shiff, an individual  

 

 

Exhibit 99.3

 

Symetryx Letter to Issuer’s Board of Directors, dated September 29, 2023,

demanding a Special Meeting of Shareholders to remove and replace Directors.

 

 

Symetryx Corporation

 

September 29, 2023

 

Check-Cap Ltd.

 

29 Abba Hushi Avenue, P.O. Box 1271
Isfiya 3009000, Israel
 

Attention: The Board of Directors of Check-Cap Ltd.; Mr. Steven Hanley, Chairman of the Board of Directors; Mr. Alex Ovadia, CEO; Ms. Mira Rosenzweig, CFO.

 

Via Courier and E-mail: alex.ovadia@check-cap.com; mira.rosenzweig@check-cap.com

 

Re:Special General Meeting – Section 63(b)(2) of the Companies Law Demand

 

The undersigned, Symetryx Corporation (“Symetryx” or “we” or the “Proposing Shareholder”), write to you as follows:

 

1.As of the date hereof, Symetryx holds 300,864 ordinary shares, nominal value NIS 48.00 per share (“Ordinary Shares” or “Shares”) of Check-Cap Ltd. (the “Company” or “you”). A confirmation of Symetryx’s ownership of the Shares is attached hereto as Exhibit A-1. The name, address, certificate of incorporation, telephone number, fax number, email address, and names of controllers and managers of Symetryx are set forth in Exhibit A-2 hereto.
  
2.Based on the above and the information appearing in the 6-K submitted by the Company to the U.S. Securities and Exchange Commission (the “SEC”) on August 4, 2023, Symetryx holds approximately 5.1% of the voting rights of the Company as of September 21, 2023.
  
3.Pursuant to Section 63(b)(2) of the Companies Law, 5759-1999 (the “Companies Law”), and pursuant to article 26 to the Company’s Amended and Restated Articles of Association (the “Articles”), we hereby demand that the Company’s board of directors (the “Board”) call a Special General Meeting of the Shareholders of the Company, immediately, and no later than October 18, 2023, and hold it no later than 35 days after the calling of such meeting, as required by the Companies Law (including any adjournments thereof, the “Meeting”; and the date and time of the Meeting, the “Meeting Date”).

 

4.The agenda of the Meeting shall include resolutions in accordance with article 40 of the Company’s Articles as follows: (i) to dismiss all five (5) current members of the Board and to appoint in their stead five (5) director nominees as proposed by Symetryx (the “Director Nominees”); and (ii) to approve the entry into indemnification and exculpation agreements and provide directors’ and officers’ liability insurance coverage to the Director Nominees as currently provided to the current directors of the Company, all as specifically detailed in Exhibit B attached hereto (the “Proposed Resolutions”). For the sake of clarity, we hereby represent that we intend to appear in person or by proxy at the Meeting.
  
5.The requisite majority for approval of each of the Proposed Resolutions is the majority of voting power present and voting at the Meeting, in person or by proxy.
  
6.The quorum required for the Meeting is as set forth in Article 28 of the Company’s Articles of Association. Consistent with Article 28 and the Company’s past practice, if within half an hour from the Meeting Date such quorum is not present, the adjourned Meeting shall be adjourned to the same day, in the following week, at the same hour and at the same place.

 

 

 

 

7.In addition, we hereby: (i) attach as Exhibit C, declarations of the Director Nominees as required under the Companies Law; (ii) attach as Exhibit D, director’s questionnaires pertaining to the Director Nominees’ qualifications and information with respect to the U.S. federal securities laws and Nasdaq corporate governance requirements, and the Director Nominees consents; (iii) attach as Exhibit E a declaration of Symetryx and each Director Nominee regarding all arrangements or relations or understandings between Symetryx and the Director Nominee; and (iv) attach as Exhibit F a declaration by the Proposing Shareholder on any Derivative Transactions (as defined in the Articles) during the previous twelve (12) month period.
  
8.The Company shall not make any changes, edits or additions to the Proposed Resolutions and they shall be brought to the approval of the shareholders “as is” (including, without limitation, in the order thereof detailed in Exhibit B). Any such deviation shall be in violation of the Companies Law and the regulations promulgated thereunder.
  
9.In support of the Proposed Resolutions, a position statement is attached hereto as Exhibit G (the “Position Statement”). The Company shall not make any changes, edits or additions to the Position Statement and it shall be sent to the shareholders “as is”. Any such deviation shall be in violation of the Companies Law and the regulations promulgated thereunder. For the reasons set forth in the Position Statement, we believe that the Proposed Resolutions are in the best interests of the Company and its shareholders.
  
10.We confirm that all of the information that is required under the Companies Law and any other applicable law and stock exchange rules and regulations to be provided to the Company in connection with the Proposed Resolutions, if any, has been provided to the Company.
  
11.If the Company believe there are any missing details or documents which are required under the Companies law or the Articles, the Company is requested to send its request at least seven (7) days before the last date to file a proxy statement, as determined in section 63(c) of the Companies Law.
  
12.We demand that a Report of Foreign Private Issuer on Form 6-K pertaining to our request that you convene the Meeting will be furnished immediately to the SEC. Kindly note that according to procedure הפ (ת”א) 62111-11-20, the Company’s board has no discretion in the decision to convene a shareholders’ meeting due to a shareholder demand. If the Company will not fulfil our demand, we will be obligated to request the court to convene a general meeting as is our right.
  
13.We also demand that you provide us with drafts of the notice and proxy statement, form of proxy card and form of voting instruction card for the Meeting that you intend to submit to the SEC for our review and comment in ample time before you submit the same to the SEC, and, in any event, at least five (5) business days prior thereto.
  
14.We hereby further demand that until the time of the Meeting, the Company will not take any action not in the ordinary course of business.
  
15.This letter is sent without prejudice and shall not be construed to prejudice any of our claims, rights, arguments, demands, grounds and/or remedies under any contract, the Articles and/or any law.

 

Sincerely,

 

Symetryx Corporation  
   
/s/ Aleta Shiff  
By: Aleta Shiff  
Title: Secretary.  

 

2

 

 

Exhibit B

 

PROPOSED RESOLUTIONS

 

PROPOSAL 1

 

To dismiss ALL OF THE COMPANY’S DIRECTORS FROM OFFICE AND TO APPOINT NEW DIRECTORS IN
EACH OF THEIR PLACE, AND to approve THEIR COMPENSATION

 

The Articles of Association (the “Articles”) of Check-Cap Ltd. (the “Company”) provide that the Company shall have at least four (4) and not more than eleven (11) directors.

 

The Company’s board of directors (the “Board”) currently consists of five (5) directors.

 

In accordance with Articles 26 and 40 of the Articles and under Section 63(b)(2) of the Israeli Companies Law, 5759-1999 (the “Companies Law”), we propose to dismiss all members of the Board from office effective immediately: Mr. Steven Hanley; Ms. Clara Ezed; Dr. Mary Jo Gorman; Mr. XiangQian (XQ) Lin; Mr. Yuval Yanai; (the “Dismissed Directors”), and, to appoint the following five (5) new directors to replace the Dismissed Directors as specified below, each to serve until the Company’s next general annual meeting of shareholders: Idan Ben Shitrit, Avital Shafran, Jordan Lipton, William Vozzolo and Lilian Malczewski (the “New Director Nominees”).

 

All of the New Director Nominees have declared their ability to be appointed as independent directors.

 

The New Director Nominees, whose professional backgrounds are provided below, have each advised the Company that they are willing, able and ready to serve as directors if appointed. Additionally, in accordance with the Companies Law, each of the New Director Nominees has certified to the Company that they meet all the requirements of the Companies Law for appointment as a director of a public company, they possess the necessary qualifications and have sufficient time to fulfill their duties as directors of the Company, taking into account the size and needs of the Company.

 

If appointed to replace each of the Dismissed Directors and subject to the approval of proposal 2 of this Proxy Statement, each of the New Director Nominees, will benefit from the indemnification and exculpation agreement, substantially in the form of those that the Company previously entered into with the Company’s members of the Board, as well as from the Company’s directors’ and officers’ liability insurance policy, as in effect from time to time.

 

3

 

 

It is recommended to adopt the following resolutions:

 

“RESOLVED, to dismiss Mr. Steven Hanley from the Board effective immediately and to appoint William Vozzolo in his place to serve until the next general annual meeting of shareholders, and to approve his compensation as set forth in the Proxy Statement.”

 

“RESOLVED, to dismiss Ms. Clara Ezed from the Board effective immediately and to appoint Avital Shafran in her place to serve until the next general annual meeting of shareholders, and to approve his compensation as set forth in the Proxy Statement.”

 

“RESOLVED, to dismiss Dr. Mary Jo Gorman from the Board effective immediately and to appoint Lilian Malczewski in her place to serve until the next general annual meeting of shareholders, and to approve his compensation as set forth in the Proxy Statement.”

 

“RESOLVED, to dismiss Mr. XiangQian (XQ) Lin from the Board effective immediately and to appoint Jordan Lipton in his place to serve until the next general annual meeting of shareholders, and to approve his compensation as set forth in the Proxy Statement.”

 

“RESOLVED, to dismiss Mr. Yuval Yanai from the Board effective immediately and to appoint Idan Ben Shitrit in his place to serve until the next general annual meeting of shareholders, and to approve his compensation as set forth in the Proxy Statement.”

 

“RESOLVED, any and all new directors appointed by the Board (if any) following September 27, 2023 and until the conclusion of the Meeting be, and they hereby are, removed from the Board, effective immediately.”

 

The approval of all resolutions under Proposal 1 requires the affirmative vote of shareholders present at the Meeting, in person or by proxy, and holding Ordinary Shares of the Company amounting in the aggregate to at least a majority of the votes actually cast by shareholders with respect to such proposal (a “Simple Majority”).

 

4

 

 

PROPOSAL 2

 

To APprove entry into INDEMNIFICATION AND EXCULPATION AGREEMENTS AND PROVIDE DIRECTORS’
AND OFFICERS’ LIABILITY INSURANCE COVERAGE TO ALL NEW DIRECTOR NOMINEES IN THE FORM
ACCEPTABLE IN THE COMPANY AND GRANTED TO CURRENT BOARD MEMBERS OF THE COMPANY

 

Subject to the dismissal of the Dismissed Directors and the appointment of the New Director Nominees in their stead, we propose to approve all New Director Nominees, to benefit from the indemnification and exculpation agreement, substantially in the form of those that the Company previously entered into with the Company’s members of the Board, as well as from the Company’s directors’ and officers’ liability insurance policy, as in effect from time to time.

 

It is recommended to adopt the following resolutions:

 

“RESOLVED, to approve the entry into indemnification and exculpation agreements and provide liability insurance coverage to all New Director Nominees as currently provided to the current directors of the Company.”

 

The approval of proposal 2 on the agenda requires the affirmative vote of a Simple Majority (as defined above).

 

5

 

 

Exhibit G

 

Position Statement

 

September 29, 2023

 

Check-Cap Ltd.

29 Abba Hushi Avenue, P.O. Box 1271

Isfiya 3009000, Israel

 

Attention: The Board of Directors (the “Board”)

 

Re: Position Statement – Special General Meeting of Check-Cap Ltd.

 

Dear Sir/Madam,

 

On the date hereof, Symetryx Corporation (“Symetryx” or “we”) sent a letter (the “Letter”) to you demanding that, as required by the Israeli Companies Law, 5759-1999 (the “Companies Law”) Check-Cap Ltd. (the “Company” or “Check-Cap”) call an Special General Meeting of its shareholders (the “Meeting”). We respectfully submit this position statement in connection with the items to be included on the agenda for the Meeting as stipulated in the Letter.

 

Based on the above and the information appearing in the 6-K submitted by the Company to the U.S. Securities and Exchange Commission (the “SEC”) on August 4, 2023, Symetryx holds approximately 5.1% of the voting rights of the Company as of September 21, 2023, as reflected in the Letter, and, acting in the best interest of the Company and its shareholders, seeks to cause the Company to convene the Meeting to allow the shareholders of the Company to vote upon resolutions designed, inter-alia, to improve the Company’s corporate governance by way of dismissing five (5) current Company’s directors from office and accordingly appointing five (5) new directors proposed by Symetryx to replace them. We believe this action is required in order to protect shareholders’ interests, particularly due to the following key reasons:

 

Company’s existing board of directors’ (the “Board”) is making irrational and unreasonable business decisions and fails to oversight Company’s management. This is demonstrated, inter alia, by the following:

 

As set forth in the Company’s 6-K filing of August 14, 2023 on August 16, 2023, the Company entered into a business combination agreement (the “BCA”) with Keystone Dental Holdings, Inc. (“Keystone”), and affiliated entities.

 

The BCA is lacking any rational synergies. Keystone is a traditional manufacturing company, which is fundamentally misaligned with the needs and expectations of the Company’s shareholders, who believed and invested in the Company’s innovative high-growth technology.

 

6

 

 

While providing very little information and guidance as to the prospective of the merged business (including, without limitation, Keystone’s Compounded Annual Growth Rate) the BCA provides Keystone with a $225,000,000 valuation, which we view as inflated and unrealistic due to Keystone revenues for 2022 and given the pessimistic prospective growth. We have high concerns that Company and its management are not fulfilling their obligations to protect shareholder value in a transaction which will be excessively dilutive with no real long - term provided synergy.

 

The BCA and the press release provided in connection thereto provide no clarity as to the future of the Company’s IP, which we view as very concerning.

 

We are confident in our ability to quickly locate solid third - party partner to engage an alternative transaction which will adequately reflect shareholders value and are intended to secure long-term strategy and growth for the Company.

 

The Company’s cash burn rate which is expected to be over $15,000,000 from June through the BCA consummation date while the Company is effectively not conducting any business - is highly excessive and raises major concerns. Our proposed highly experienced directors will be able to cut down on the such excessive burn rate, substantially reduce it and help the Company to navigate through these uncertain times.

 

1.Our Position on Proposal 1 - to dismiss all of Check-Cap’s directors from office and to appoint new directors in each of their place, and to approve their compensation

 

We recommend that the Check-Cap shareholders adopt the following resolutions:

 

“RESOLVED, to dismiss Mr. Steven Hanley from the Board effective immediately and to appoint William Vozzolo in his place to serve until the next general annual meeting of shareholders, and to approve his compensation as set forth in the Proxy Statement.”

 

“RESOLVED, to dismiss Ms. Clara Ezed from the Board effective immediately and to appoint Avital Shafran in her place to serve until the next general annual meeting of shareholders, and to approve his compensation as set forth in the Proxy Statement.”

 

“RESOLVED, to dismiss Dr. Mary Jo Gorman from the Board effective immediately and to appoint Lilian Malczewski in her place to serve until the next general annual meeting of shareholders, and to approve his compensation as set forth in the Proxy Statement.”

 

“RESOLVED, to dismiss Mr. XiangQian (XQ) Lin from the Board effective immediately and to appoint Jordan Lipton in his place to serve until the next general annual meeting of shareholders, and to approve his compensation as set forth in the Proxy Statement.”

 

7

 

 

“RESOLVED, to dismiss Mr. Yuval Yanai from the Board effective immediately and to appoint Idan Ben Shitrit in his place to serve until the next general annual meeting of shareholders, and to approve his compensation as set forth in the Proxy Statement.”

 

“RESOLVED, any and all new directors appointed by the Board (if any) following September 27, 2023 and until the conclusion of the Meeting be, and they hereby are, removed from the Board, effective immediately.”

 

2.Our Position on Proposal 2 - to approve the entry into indemnification and exculpation agreements and provide Directors’ and Officers’ liability insurance coverage to the director nominees in the form acceptable in the Company and granted to current Board members of the Company.

 

We recommend that the Check-Cap shareholders to adopt the following resolution:

 

“RESOLVED, to approve the entry into indemnification and exculpation agreements and provide liability insurance coverage to the director nominees as currently provided to the current directors of the Company.”

 

We believe that our proposals set forth in the enclosed Letter will help effect a long-overdue change to the Check-Cap Board, and importantly, help to align the Check-Cap Board with shareholders’ interests to maximize value.

 

This Position Statement should not be construed to prejudice any of our claims, rights, arguments, demands, grounds and/or remedies under any contract, the Articles of Association and/or law.

 

 

8

 

 

Exhibit 99.4

 

Notice of Extraordinary General Meeting of Shareholders from Symetryx, dated October 30, 2023, as a
result of inaction from Issuer’s Board of Directors following the above Exhibit 99.3.

 

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

 

Dear Shareholder:

 

On September 29, 2023, Symetryx Corp. (“Symetryx”, or the “Proposing Shareholder), requested the board of directors (the “Board of Directors” or the “Board”) of Check-Cap Ltd., a corporation incorporated under the laws of Israel (the “Company”), to call an extraordinary general meeting of the shareholders of the Company (including any adjournments, postponements, reschedulings or continuations thereof, the “EGM” or “Meeting”) in accordance with Section 63(b)(2) of the Israeli Companies Law, 5759-1999 (the “Companies Law”) no later than October 20, 2023. Since the Company unlawfully declined our request to convene, and has not timely called nor convened the Meeting as required by applicable law, the Proposing Shareholder, who hold approximately 5.1% of the voting rights of the Company, hereby calls to convene the Meeting in accordance with Section 64 of the Companies Law.

 

Notice is hereby given that an Extraordinary General Meeting of Shareholders to be held at the offices of the Proposing Shareholders’ external Israeli counsel, Sullivan & Worcester Tel Aviv law Offices, at 28 Ha’Arbaa St, Hagag towers, North Tower, 34th floor, Israel, on Monday, December 4, 2023, at 4:00pm, Israel time, or at any adjournments, postponements, reschedulings or continuations thereof.

 

The Meeting is being called for the following purposes:

 

1. Consider a proposal to dismiss all of the Company’s directors from office and to appoint new directors in each of their place, and to approve their compensation; and

 

2. Consider a proposal to approve entry into indemnification and exculpation agreements and provide directors’ and officers’ liability insurance coverage to all new director nominees in the form acceptable in the Company and granted to current board members of the Company.

 

Symetryx is currently not aware of any other matters that will come before the Meeting.  If any other matters are presented properly at the Meeting, the persons designated as proxies intend to vote upon such matters in accordance with their best judgment.

 

Our Recommendation

 

The Proposing Shareholder, unanimously recommend that you vote in favor of all of the aforesaid proposals, which are described in more detail in the attached Proxy Statement.

 

Record Date

 

Only shareholders of record at the close of business on November 1, 2023 (the “Record Date”), are entitled to notice of and to vote at the Meeting or at any adjournment thereof. You can vote either in person or by appointing a proxy to vote in your stead at the Meeting.

 

 

 

 

Quorum

 

The presence, in person or by proxy, of two or more shareholders holding or representing, in the aggregate, at least twenty-five percent (25%) of our company’s voting rights will constitute a quorum at the Meeting.  No business will be considered or determined at the Meeting unless the requisite quorum is present within half an hour from the time designated for the Meeting.  If within half an hour from the time designated for the Meeting a quorum is not present, the Meeting will stand adjourned to the same day in the following week, at the same time and place.  At least two shareholders present, in person or by proxy, will constitute a quorum at the adjourned meeting.  This notice will serve as notice of such reconvened meeting if no quorum is present at the original date and time and no further notice of the reconvened meeting will be given to shareholders.

 

Vote Required for Approval of the Proposals

 

Each of proposals 1 and 2 (together, the “Proposals”) to be presented at the Meeting require the affirmative vote of shareholders present at the Meeting, in person or by proxy, and holding ordinary shares, par value 48.00 NIS each, of the Company (the “Ordinary Shares”) amounting in the aggregate to at least a majority of the votes actually cast by shareholders with respect to each Proposal.

 

Each ordinary share entitles the holder thereof to one vote.

 

How You Can Vote

 

Enclosed are a form of WHITE proxy card and a WHITE voting instruction form for the Meeting that are being solicited by the Proposing Shareholder. We are mailing copies of this notice and Proxy Statement and the WHITE voting instruction form to holders of Ordinary Shares as of the Record Date, and we will solicit proxies primarily by mail and e-mail. The original solicitation of proxies by mail and e-mail may be further supplemented by solicitation by telephone, mail, e-mail and other means by certain of our officers, directors and employees (who will not receive additional compensation for these services) as well as by MacKenzie Partners, Inc. (“MacKenzie Partners”), the external proxy solicitor we have engaged for this purpose. We will bear the cost of external solicitors and of the solicitation of the WHITE proxy card and WHITE voting instruction form, including postage, printing and handling, and will reimburse the reasonable expenses of brokerage firms and others for forwarding material to beneficial owners of the Ordinary Shares. However, it should be clarified that we intend to seek full reimbursement from the Company and/or the current serving members of the Board for all of our expenses in accordance with the provisions of Section 64(b) of the Companies Law.

 

The WHITE proxy card for use at the Meeting is attached to the Proxy Statement, and the WHITE voting instruction form, together with a return envelope, will be sent by us (or on our behalf) to holders of Ordinary Shares. By appointing “proxies,” shareholders may vote at the Meeting whether or not they attend. If a properly executed WHITE proxy card in the attached form is delivered to Symetryx, in care of MacKenzie Partners, at least four (4) hours prior to the Meeting, all of the Ordinary Shares represented by the proxy shall be voted as indicated on the form. Record (also known as registered) shareholders should return their voting instruction form by the date set forth therein to Symetryx, in care of MacKenzie Partners, or, in the case of indirect holders of Ordinary Shares that hold Ordinary Shares beneficially through a bank, broker or other financial institution, to such shareholders respective bank, broker or other financial institution.

 

2

 

 

Subject to applicable law and the rules of the Nasdaq Stock Market, in the absence of instructions, the Ordinary Shares represented by properly executed and received WHITE proxies or voting instruction forms (as applicable) will be voted “FOR” each Proposal to be presented at the Meeting for which we, the Proposing Shareholder, recommend a vote “FOR.”

 

Shareholders may revoke their proxies or voting instruction form (as applicable) in accordance with Section 9 of the Companies Law regulations (proxy and positions statements), by filing with Symetryx, in care of MacKenzie Partners, a written notice of revocation or duly executed WHITE proxy or WHITE voting instruction form (as applicable) bearing a later date.

 

Shareholders of record may also (i) vote their shares in person at the Meeting by presenting a certificate of ownership that complies with the Israeli Companies Regulations (Proof of Ownership of Shares for Voting at General Meeting), 5760-2000, as amended, as proof of ownership of the shares on the Record Date, or (ii) send such certificate along with a duly executed WHITE proxy and including a copy of their identity card, passport or certification of incorporation, as the case may be, to Symetryx, in care of MacKenzie Partners, not less than 48 hours prior to the Meeting.

 

If your ordinary shares are held in “street name,” these proxy materials are being forwarded to you by the broker, trustee or nominee or an agent hired by the broker, trustee or nominee.  Please follow the voting instructions provided to you by your broker, trustee or nominee.  Proxies must be received by our external proxy soliciter, MacKenzie Partners, no later than forty-eight (48) hours prior to the designated time for the Meeting. Proxies received by our transfer agent or at our registered office in Israel during the forty-eight (48) hours preceding the designated time for the Meeting will be presented to the Chairman of the Meeting and, at his discretion, may be voted as specified in the instructions included in such proxies. If you attend the Meeting, you may vote in person and your proxy will not be used. If you are a beneficial owner of shares registered in the name of your broker, bank, trustee or nominee and you wish to vote in person at the Meeting, you must first obtain a “legal proxy” from your broker, bank, trustee or nominee that holds your shares giving you the right to vote the shares at the Meeting.

 

  Sincerely,
   
  Symetryx Corp., Proposing Shareholder
   
  October 30, 2023

 

If you have any questions, require assistance in voting your WHITE voting instruction form/proxy card or voting via the internet or telephone, or need additional copies of the proxy materials, please call Okapi at the phone numbers listed below:

 

MacKenzie Partners, Inact the phone numbers listed below.

 

Toll-Free: 1-800-322-2885

 

Or

 

+1-212-929-5500

 

Via email: proxy@mackenziepartners.com

 

 

3

 

 

PROXY STATEMENT

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

 

Introduction

 

As more fully described below under “Background of the Meeting”, Symetryx Corp. (“Symetryx”, or the “Proposing Shareholder), who hold approximately 5.1% of the voting rights of Check-Cap Ltd. (the “Company”), is convening an extraordinary general meeting of the shareholders of the Company (including any adjournments, postponements, reschedulings or continuations thereof, the “EGM” or “Meeting”) in accordance with Section 64 of the Israeli Companies Law, 5759-1999 (the “Companies Law”).

 

The enclosed proxy is being solicited by the Proposing Shareholder for use at the EGM to be held at the offices of our external Israeli counsel, Sullivan & Worcester Tel Aviv law Offices, at 28 Ha’Arbaa St, Hagag towers, North Tower, 34th floor, Israel, on December 4 2023, at 4:00pm, Israel time, or at any adjournments, postponements, reschedulings or continuations thereof.

 

Purpose of the Meeting 

 

The Meeting is being called for the following purposes:

 

  1. Proposal 1: To dismiss all of the Company’s directors from office and to appoint new directors in each of their place, and to approve their compensation; and

 

  2. Proposal 2: To approve entry into indemnification and exculpation agreements and provide directors’ and officers’ liability insurance coverage to all new director nominees in the form acceptable in the Company and granted to current board members of the Company.

 

This Proxy Statement and our WHITE proxy card / voting instruction form are available at

 

MacKenzie Partners, Incat the phone numbers listed below.

 

Toll-Free: 1-800-322-2885

 

Or

 

+1-212-929-5500

 

Via email: proxy@mackenziepartners.com

 

Recommendation of the Proposing Shareholder

 

The Proposing Shareholder recommend a vote FOR the proposal set forth in this Proxy Statement.

 

Who Can Vote

 

You are entitled to notice of, and to vote in person or by proxy at, the Meeting, if you are a holder of record of the Company’s ordinary shares as of the close of business on November 1, 2023. You are also entitled to notice of the Meeting and to vote at the Meeting if you held ordinary shares through a bank, broker or other nominee that is one of our shareholders of record at the close of business on November 1, 2023, or which appeared in the participant listing of a securities depository on that date.  See below “How You Can Vote.”

 

4

 

 

How You Can Vote

 

Enclosed are a form of WHITE proxy card and a WHITE voting instruction form for the Meeting that are being solicited by the Proposing Shareholder. We are mailing copies of this notice and Proxy Statement and the WHITE voting instruction form to holders of Ordinary Shares as of the Record Date, and we will solicit proxies primarily by mail and e-mail. The original solicitation of proxies by mail and e-mail may be further supplemented by solicitation by telephone, mail, e-mail and other means by certain of our officers, directors and employees (who will not receive additional compensation for these services) as well as by MacKenzie Partners, Inc. (“MacKenzie Partners”), the external proxy solicitor we have engaged for this purpose. We will bear the cost of external solicitors and of the solicitation of the WHITE proxy card and WHITE voting instruction form, including postage, printing and handling, and will reimburse the reasonable expenses of brokerage firms and others for forwarding material to beneficial owners of the Ordinary Shares. However, it should be clarified that we intend to seek full reimbursement from the Company and/or the current serving members of the Board for all of our expenses in accordance with the provisions of Section 64(b) of the Companies Law.

 

The WHITE proxy card for use at the Meeting is attached to the Proxy Statement, and the WHITE voting instruction form, together with a return envelope, will be sent by us (or on our behalf) to holders of Ordinary Shares. By appointing “proxies,” shareholders may vote at the Meeting whether or not they attend. If a properly executed WHITE proxy card in the attached form is delivered to Symetryx, in care of MacKenzie Partners, at least four (4) hours prior to the Meeting, all of the Ordinary Shares represented by the proxy shall be voted as indicated on the form. Record (also known as registered) shareholders should return their voting instruction form by the date set forth therein to Symetryx, in care of MacKenzie Partners, or, in the case of indirect holders of Ordinary Shares that hold Ordinary Shares beneficially through a bank, broker or other financial institution, to such shareholders respective bank, broker or other financial institution.

 

Subject to applicable law and the rules of the Nasdaq Stock Market, in the absence of instructions, the Ordinary Shares represented by properly executed and received WHITE proxies or voting instruction forms (as applicable) will be voted “FOR” each Proposal to be presented at the Meeting for which we, the Proposing Shareholder, recommend a vote “FOR.”

 

Shareholders may revoke their proxies or voting instruction form (as applicable) in accordance with Section 9 of the Companies Law regulations (proxy and positions statements), by filing with Symetryx, in care of MacKenzie Partners, a written notice of revocation or duly executed WHITE proxy or WHITE voting instruction form (as applicable) bearing a later date.

 

Shareholders of record may also (i) vote their shares in person at the Meeting by presenting a certificate of ownership that complies with the Israeli Companies Regulations (Proof of Ownership of Shares for Voting at General Meeting), 5760-2000, as amended, as proof of ownership of the shares on the Record Date, or (ii) send such certificate along with a duly executed WHITE proxy and including a copy of their identity card, passport or certification of incorporation, as the case may be, to Symetryx, in care of MacKenzie Partners, not less than 48 hours prior to the Meeting.

 

If your ordinary shares are held in “street name,” these proxy materials are being forwarded to you by the broker, trustee or nominee or an agent hired by the broker, trustee or nominee.  Please follow the voting instructions provided to you by your broker, trustee or nominee.  Proxies must be received by our external proxy soliciter, MacKenzie Partners, no later than forty-eight (48) hours prior to the designated time for the Meeting. Proxies received by our transfer agent or at our registered office in Israel during the forty-eight (48) hours preceding the designated time for the Meeting will be presented to the Chairman of the Meeting and, at his discretion, may be voted as specified in the instructions included in such proxies. If you attend the Meeting, you may vote in person and your proxy will not be used. If you are a beneficial owner of shares registered in the name of your broker, bank, trustee or nominee and you wish to vote in person at the Meeting, you must first obtain a “legal proxy” from your broker, bank, trustee or nominee that holds your shares giving you the right to vote the shares at the Meeting.

 

5

 

 

Quorum

 

The presence, in person or by proxy, of two or more shareholders holding or representing, in the aggregate, at least twenty-five percent (25%) of our company’s voting rights will constitute a quorum at the Meeting.  No business will be considered or determined at the Meeting unless the requisite quorum is present within half an hour from the time designated for the Meeting.  If within half an hour from the time designated for the Meeting a quorum is not present, the Meeting will stand adjourned to the same day in the following week, at the same time and place.  At least two shareholders present, in person or by proxy, will constitute a quorum at the adjourned meeting.  This notice will serve as notice of such reconvened meeting if no quorum is present at the original date and time and no further notice of the reconvened meeting will be given to shareholders.

 

Abstentions and broker non-votes will be counted towards the quorum. Broker non-votes occur when brokers that hold their customers’ shares in street name sign and submit proxies for such shares and vote such shares on some matters but not on others. This occurs when brokers have not received any instructions from their customers, in which case the brokers, as the holders of record, are permitted to vote on “routine” matters, but not on non-routine matters.

 

Unsigned or unreturned proxies, including those not returned by banks, brokers, or other record holders, will not be counted for quorum or voting purposes.

 

Vote Required for Approval of the Proposals

 

Pursuant to the Companies Law, each of proposals 1 and 2 described hereinafter requires the affirmative vote of shareholders present at the Meeting, in person or by proxy, and holding Ordinary Shares of the Company amounting in the aggregate to at least a majority of the votes actually cast by shareholders with respect to such proposal (a “Simple Majority”).

 

To our knowledge, based on the Company’s most recent filings with the U.S. Securities and Exchange Commission (“SEC”), the Company has 5,849,216 Ordinary Shares issued and outstanding.

 

Each ordinary share entitles the holder to one vote.

 

In tabulating the voting results for the proposal, shares that constitute broker non-votes and abstentions are not considered votes cast on the proposal, and will have no effect on the vote.  Unsigned or unreturned proxies, including those not returned by banks, brokers, or other record holders, will not be counted for voting purposes. Therefore, it is important for a shareholder that holds ordinary shares through a bank or broker to instruct its bank or broker how to vote its shares if the shareholder wants its shares to count towards the vote tally for the proposal.

 

Cost of Soliciting Votes for the Meeting

 

The original solicitation of proxies by mail and e-mail may be further supplemented by solicitation by telephone, mail, e-mail and other means by certain of our officers, directors and employees (who will not receive additional compensation for these services) as well as by MacKenzie Partners, the external proxy solicitor we have engaged for this purpose. We will bear the cost of external solicitors and of the solicitation of the proxy card and voting instruction form, including postage, printing and handling, and will reimburse the reasonable expenses of brokerage firms and others for forwarding material to beneficial owners. However, it should be clarified that we intend to seek full reimbursement from the Company and/or the current serving members of the Board for all of our expenses in accordance with the provisions of Section 64(b) of the Companies Law.

 

If you have questions about this Proxy Statement or the Meeting, please contact MacKenzie Partners, our proxy solicitor, by telephone toll-free at 1-800-322-2885 or +1-212-929-5500, or by email at proxy@mackenziepartners.com.

 

6

 

 

Background and Reasons of the Meeting

 

Section 63(b) of the Companies Law provides that the board of directors of a company will convene an Extraordinary general meeting at the demand of any shareholder(s) holding at least 5.0% of the voting rights of such company, within 21 days following the demand. Section 64 of the Companies Law provides that, if the board of directors fails to timely call a meeting requested under Section 63(b) of the Companies Law, then (i) the proposing shareholder(s) may call such meeting themselves, and (ii) the company will be required to cover the expenses of the proposing shareholder(s) in calling such meeting and that the directors who were responsible for said failure will personally reimburse such company for these expenses.

 

Based on publicly available information, Symetryx Corp., the Proposing Shareholder, currently hold an approximately 5.1% stake in the Company and sought to convene the Meeting to allow the shareholders of the Company to vote upon the Proposed Resolutions to improve the Company’s corporate governance by way of removing current directors from the Company’s Board of Directors and replacing them with new highly qualified directors nominees, as reflected in Proposal 1 and 2. We believe these actions are urgently required in order to protect shareholders’ interests, particularly for the following key reasons:

 

  The Company’s existing board of directors’ (the “Board”) is making irrational and unreasonable business decisions and fails to oversight Company’s management. This is demonstrated, inter alia, by the following:

 

As set forth in the Company’s 6-K filing of August 14, 2023 on August 16, 2023, the Company entered into a business combination agreement (the “BCA”) with Keystone Dental Holdings, Inc. (“Keystone”), and affiliated entities.

 

The BCA is lacking any rational synergies. Keystone is a traditional manufacturing company, which is fundamentally misaligned with the needs and expectations of the Company’s shareholders, who believed and invested in the Company’s innovative high-growth technology.

 

While providing very little information and guidance as to the prospective of the merged business (including, without limitation, Keystone’s Compounded Annual Growth Rate) the BCA provides Keystone with a $225,000,000 valuation, which we view as inflated and unrealistic due to Keystone revenues for 2022 and given the pessimistic prospective growth. We have high concerns that Company and its management are not fulfilling their obligations to protect shareholder value in a transaction which will be excessively dilutive with no real long - term provided synergy.

 

The BCA and the press release provided in connection thereto provide no clarity as to the future of the Company’s IP, which we view as very concerning.

 

We are confident in our ability to quickly locate solid third - party partner to engage an alternative transaction which will adequately reflect shareholders value and are intended to secure long-term strategy and growth for the Company.

 

The Company’s cash burn rate which is expected to be over $15,000,000 from June through the BCA consummation date while the Company is effectively not conducting any business - is highly excessive and raises major concerns. Our proposed highly experienced directors will be able to cut down on such excessive burn rate, substantially reduce it and help the Company to navigate through these uncertain times.

 

All in all, we believe that the Proposed Resolutions will help affect a long-overdue change to the Board, and importantly, help to align the Company’s Board with shareholders’ interests to maximize value.

 

These statements should not be construed to prejudice any of our claims, rights, arguments, demands, grounds and/or remedies under any contract, the Articles of Association and/or law.

 

7

 

 

PROPOSAL 1

 

TO DISMISS ALL OF THE COMPANY’S DIRECTORS FROM OFFICE AND TO APPOINT NEW DIRECTORS IN EACH
OF THEIR PLACE, AND TO APPROVE THEIR COMPENSATION

 

The Articles of Association (the “Articles”) of Check-Cap Ltd. (the “Company”) provide that the Company shall have at least four (4) and not more than eleven (11) directors.

 

The Company’s board of directors (the “Board”) currently consists of five (5) directors.

 

In accordance with Articles 26 and 40 of the Articles and under Section 63(b)(2) of the Israeli Companies Law, 5759-1999 (the “Companies Law”), we propose to dismiss all members of the Board from office effective immediately: Mr. Steven Hanley; Ms. Clara Ezed; Dr. Mary Jo Gorman; Mr. XiangQian (XQ) Lin; Mr. Yuval Yanai; (the “Dismissed Directors”), and, to appoint the following five (5) new directors to replace the Dismissed Directors as specified below, each to serve until the Company’s next general annual meeting of shareholders: Idan Ben Shitrit, Avital Shafran, Jordan Lipton, William Vozzolo and Lilian Malczewski (the “New Director Nominees”).

 

All of the New Director Nominees have declared their ability to be appointed as independent directors.

 

The New Director Nominees, whose professional backgrounds are provided below, have each advised the Company that they are willing, able and ready to serve as directors if appointed. Additionally, in accordance with the Companies Law, each of the New Director Nominees has certified to the Company that they meet all the requirements of the Companies Law for appointment as a director of a public company, they possess the necessary qualifications and have sufficient time to fulfill their duties as directors of the Company, taking into account the size and needs of the Company.

 

Each of Messrs. Vozzolo, Lipton, Yanai, Dr. Malczewski, and Ms. Shafran, has affirmed in a Director & Officer questionnaire completed by him or her prior to the calling of the Meeting, as to his or her qualification to serve prospectively as an independent director of Check-Cap, as such independence is determined under the Listing Rules of the Nasdaq Stock Market. Similarly, none of the New Director Nominees has identified relationships that would disqualify him or her from serving as an independent member of the audit or compensation committees of the Stratasys Board, as determined in accordance with the requirements of Nasdaq Listing Rule 5605(c)(2) and Exchange Act Rule 10A-3, and Nasdaq Listing Rule 5605(d)(2) and Exchange Act Rule 10C-1, respectively.

 

If appointed to replace each of the Dismissed Directors and subject to the approval of proposal 2 of this Proxy Statement, each of the New Director Nominees, will benefit from the indemnification and exculpation agreement, substantially in the form of those that the Company previously entered into with the Company’s members of the Board, as well as from the Company’s directors’ and officers’ liability insurance policy, as in effect from time to time.

 

8

 

 

Biographical information concerning the New Director Nominees for election at the Meeting:

 

Mr. Jordan Lipton

 

Mr. Jordan Lipton currently serves as the chairman of Noveto ltd. since August 2022. Mr. Lipton also serves as a board member of Avalon Bridge Capital Inc. since May 2021, and as a CO-Founder, Chief Investment Officer of ACA Enterprise Holdings since February 2019. Between August 2019 and July 2023, he served as a Senior Vice President of Strategic Development at Justice Cannabis Co. From September 2018 to October 2021, Mr. Lipton served as a board member in Alerio Gold Corporation. From April 2019 to September 2019, he served as a managing director in Antera Inc. From August 2016 to April 2019, Mr. Lipton served as a managing director of Gravitas Financial Inc. Between 2014 and 2017 he also served as a partner in Silverbear Capital Inc. Mr. Lipton served from 2014 to 2016 he served as a managing director in AM Capital Receivables Management Limited. Between 2014 to 2015 he served as a consultant in First Global Data Corp. Between 2011 to 2014 he served as a VP Corporate Finance and Business Development in Fordham Hillsworth Financial Service Inc. Mr. Lipton has a Bachelor of Laws degree from the City University of London, and a Master of Business Administration from the Korea University.

 

Ms. Avital Shafran

 

Ms. Avital Shafran has a Bachelor of Sciences in Electrical and Computer Engineering, as well as a Master of Sciences in Computer Science, both from the Hebrew University of Jerusalem, and is currently studying towards a PhD in Computer Science researching AI. Since 2017, Ms. Shafran is employed as a teacher assistant at the Hebrew University. From 2016 until 2017 Ms. Shafran served as a Full stack developer at Intel.

 

Mr. Idan Ben Shitrit

 

Mr. Idan Ben Shitrit serves, since 2018, at a Hedge Fund management, as a board member at multiple private companies, and as a financial and wealth advisor. From 2016 to 2018, Mr. Ben Shitrit worked in investment banking. From 2009 to 2016, he served as a portfolio and securities manager in Expert Nostro Co., Meitav Nostro, and Altris Nostro. Between 2007 to 2008 , Mr. Ben Shitrit served as an investment manager in Africa Israel Investment Ltd. In 2005 to 2007, he served as a Department Senior Manager in Michale Davis Group. Before 2005, Mr. Ben Shitrit served as a trader in Harel Investment Company and before that as a personal security unit manager. Mr. Ben Shitrit has a Bachelor of arts’ degree in Mathematics and Economics, from the Tel-Aviv University, and a Master of Business Administration from the Herzliya Reichman University.

 

Mr. William Vozzolo

 

Mr. William Vozzolo is serving as Global Treasurer, Head of Operations and CCO at OC Investment Management LP, a medium-sized Fixed Income hedge fund in Miami, Florida. As Global Treasurer, his role entails managing the funding, cash management / yield enhancement strategy, and margin usage, along with investor relationship management. As Head of Operations, William manages a team of analysts, programmers and developers to ensure all post-execution is streamlined and at a low to zero risk to the firm. William is also titled CCO, ensuring the firm is compliant with all related regulatory bodies and responsible for establishing standards and implementing procedures to ensure that the compliance programs throughout the organization are effective and efficient in identifying, preventing, detecting, and correcting noncompliance.

 

9

 

 

William is highly accomplished with a career spanning over two decades in finance. He commenced his journey at JPM in 2000, on the Fixed Income Repo Desk before joining Highland Financial, where he was an MBS repo trader and assumed responsibilities in operations management. In 2007, he transitioned to Highbridge Capital, where he played a pivotal role in establishing and elevating their repo desk and treasury management capabilities in the fixed income sector. William then spent three years at Barclays as a Product Manager. In 2013, he joined Field Street Capital Management, leading Operations and non-USD funding while simultaneously overseeing the business operations of the EU entity. In 2021, he joined OC Investment Management.

 

Dr. Liliane Malczewski

 

Dr. Liliane Malczewski is currently serving as president and as a board member at the Order of Dentists of Quebec, as well as president and chief executive manager of the Healy Dental Clinics, and also as the Chief of Dentistry at the Montreal Integrated Health, Social Services and University Centre (Ciusss Odim). Between 2018 to 2021, she served as Local Chief of Dentistry at the Lakeshore General Hospital. From 2012 to 2018, she served as President of the Cornwall & District Dental Society - Division of The Ontario Dental Association. Dr. Malczewski also served as a Clinical Dentist in various clinics between 2011 and 2019. She has an Executive master’s degree in business administration from the University of Fredericton, a Doctor of Dental Medicine from the University of Montreal, and a D.E.C. Health Sciences from the college of Jean-De-Brébeuf.

 

It is therefore proposed that at the Meeting the following resolution be adopted:

 

“RESOLVED, to dismiss Mr. Steven Hanley from the Board effective immediately and to appoint William Vozzolo in his place to serve until the next general annual meeting of shareholders, and to approve his compensation as set forth in the Proxy Statement.”

 

“RESOLVED, to dismiss Ms. Clara Ezed from the Board effective immediately and to appoint Avital Shafran in her place to serve until the next general annual meeting of shareholders, and to approve her compensation as set forth in the Proxy Statement.”

 

“RESOLVED, to dismiss Dr. Mary Jo Gorman from the Board effective immediately and to appoint Lilian Malczewski in her place to serve until the next general annual meeting of shareholders, and to approve her compensation as set forth in the Proxy Statement.”

 

“RESOLVED, to dismiss Mr. XiangQian (XQ) Lin from the Board effective immediately and to appoint Jordan Lipton in his place to serve until the next general annual meeting of shareholders, and to approve his compensation as set forth in the Proxy Statement.”

 

“RESOLVED, to dismiss Mr. Yuval Yanai from the Board effective immediately and to appoint Idan Ben Shitrit in his place to serve until the next general annual meeting of shareholders, and to approve his compensation as set forth in the Proxy Statement.”

 

“RESOLVED, any and all new directors appointed by the Board (if any) following September 29, 2023 and until the conclusion of the Meeting be, and they hereby are, removed from the Board, effective immediately.”

 

The approval of all resolutions under Proposal 1 requires the affirmative vote of shareholders present at the Meeting, in person or by proxy, and holding Ordinary Shares of the Company amounting in the aggregate to at least a majority of the votes actually cast by shareholders with respect to such proposal (a “Simple Majority”).

 

The Proposing Shareholder unanimously recommend that the shareholders vote FOR the removal of each of these directors and appointment of each of the New Director Nominees in their place.

 

10

 

 

PROPOSAL 2

 

TO APPROVE ENTRY INTO INDEMNIFICATION AND EXCULPATION AGREEMENTS AND PROVIDE DIRECTORS’
AND OFFICERS’ LIABILITY INSURANCE COVERAGE TO ALL NEW DIRECTOR NOMINEES IN THE FORM
ACCEPTABLE IN THE COMPANY AND GRANTED TO CURRENT BOARD MEMBERS OF THE COMPANY

 

Subject to the dismissal of the Dismissed Directors and the appointment of the New Director Nominees in their stead, we propose to approve all New Director Nominees, to benefit from the indemnification and exculpation agreement, substantially in the form of those that the Company previously entered into with the Company’s members of the Board, as well as from the Company’s directors’ and officers’ liability insurance policy, as in effect from time to time.

 

It is recommended to adopt the following resolutions:

 

“RESOLVED, to approve the entry into indemnification and exculpation agreements and provide liability insurance coverage to all New Director Nominees as currently provided to the current directors of the Company.”

 

The approval of all resolutions under Proposal 2 requires the affirmative vote of shareholders present at the Meeting, in person or by proxy, and holding Ordinary Shares of the Company amounting in the aggregate to at least a majority of the votes actually cast by shareholders with respect to such proposal (a “Simple Majority”).

 

The Proposing Shareholder unanimously recommend that the shareholders vote FOR the entry into indemnification and exculpation agreements and provide liability insurance coverage to all New Director Nominees as currently provided to the current directors of the Company. 

 

***

 

Your vote is important! Shareholders are urged to complete and return their proxies promptly in order to, among other things, ensure action by a quorum and to avoid the expense of additional solicitation. If the accompanying proxy is properly executed and returned in time for voting, and a choice is specified, the shares represented thereby will be voted as indicated thereon. EXCEPT AS MENTIONED OTHERWISE IN THIS PROXY STATEMENT, IF NO SPECIFICATION IS MADE, THE PROXY WILL BE VOTED IN FAVOR OF THE PROPOSALS DESCRIBED IN THIS PROXY STATEMENT.

 

Proxies and all other applicable materials should be sent to Symetryx, in care of Mackenzie Partners using the contact information below and instructions otherwise provided in this Proxy Statement.

 

ADDITIONAL INFORMATION

 

The Company is subject to the informational requirements of the United States Securities Exchange Act of 1934, as amended, as applicable to foreign private issuers. Accordingly, the Notice of the Special General Meeting of Shareholders and the Proxy Statement have been prepared in accordance with applicable disclosure requirements in the State of Israel.

 

THE PROPOSING SHAREHOLDERS HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM WHAT IS CONTAINED IN THIS DOCUMENT. THIS PROXY STATEMENT IS DATED FEBRUARY 13, 2023. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS DOCUMENT IS ACCURATE AS OF ANY DATE OTHER THAN SUCH DATE, AND THE MAILING OF THIS DOCUMENT TO SHAREHOLDERS SHOULD NOT CREATE ANY IMPLICATION TO THE CONTRARY.

 

If you have any questions, require assistance in voting your WHITE voting instruction form/proxy card or voting via the internet or telephone, or need additional copies of the proxy materials, please call MacKenzie Partners, Inact the phone numbers listed below.

 

Toll-Free: 1-800-322-2885

 

Or

 

+1-212-929-5500

 

Via email: proxy@mackenziepartners.com

 

 

Sincerely,

 

Symetryx Corp.

 

11

 

 

CHECK-CAP LTD.

 

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

 

The undersigned hereby appoint(s) Aleta Shiff (Symetryx), Noa Havdala (Sullivan & Worcester) and Gal Cohen (Sullivan & Worcester) and each of them, as agents and proxies of the undersigned, with full power of substitution to each of them, to present and to vote on behalf of the undersigned all the ordinary shares, par value NIS 48.00 per share, of Check-Cap Ltd. (the “Company”), which the undersigned is entitled to vote at the Extraordinary General Meeting of Shareholders of the Company (including any adjournments, postponements, rescheduling or continuations thereof, the “EGM” or the “Meeting”) to be held at at the offices of the Proposing Shareholders’ external Israeli counsel, Sullivan & Worcester Tel Aviv law Offices, at 28 Ha’Arbaa St, Hagag towers, North Tower, 34th floor, Israel, on Monday, December 4, 2023 at 4:00pm, Israel time, upon the following matters, which are more fully described in the Notice of the EGM (the “Notice”) and Proxy Statement relating to the Meeting issued by Symetryx and the other Proposing Shareholders named therein (the “Proxy Statement”).

 

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS MADE WITH RESPECT TO ANY MATTER, THIS PROXY CARD WILL BE VOTED “FOR” SUCH MATTER. ANY AND ALL PROXIES HERETOFORE GIVEN BY THE UNDERSIGNED ARE HEREBY REVOKED.

 

(Continued and to be signed on the reverse side)

 

 

12

 

 

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF

 

CHECK-CAP LTD. (THE “COMPANY”)

 

Date of Meeting: December 4, 2023

 

THE PROPOSING SHAREHOLDER RECOMMEND A VOTE “FOR” THE ITEMS SET FORTH BELOW.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒

 

1. To dismiss all of the Company’s directors from office and to appoint new directors in each of their place, and to approve their compensation

 

  a. To dismiss Mr. Steven Hanley from the Board effective immediately and to appoint William Vozzolo in his place to serve until the next general annual meeting of shareholders, and to approve his compensation as set forth in the Proxy Statement.

 

FOR AGAINST ABSTAIN

 

  b. To dismiss Ms. Clara Ezed from the Board effective immediately and to appoint Avital Shafran in her place to serve until the next general annual meeting of shareholders, and to approve his compensation as set forth in the Proxy Statement.

 

FOR AGAINST ABSTAIN

 

  c. To dismiss Dr. Mary Jo Gorman from the Board effective immediately and to appoint Lilian Malczewski in her place to serve until the next general annual meeting of shareholders, and to approve his compensation as set forth in the Proxy Statement.

 

FOR AGAINST ABSTAIN

 

  d. To dismiss Mr. XiangQian (XQ) Lin from the Board effective immediately and to appoint Jordan Lipton in his place to serve until the next general annual meeting of shareholders, and to approve his compensation as set forth in the Proxy Statement.

 

FOR AGAINST ABSTAIN

 

  e. To dismiss Mr. Yuval Yanai from the Board effective immediately and to appoint Idan Ben Shitrit in his place to serve until the next general annual meeting of shareholders, and to approve his compensation as set forth in the Proxy Statement.

 

FOR AGAINST ABSTAIN

 

2. To approve the entry into indemnification and exculpation agreements and provide liability insurance coverage to all New Director Nominees as currently provided to the current directors of the Company.

 

FOR AGAINST ABSTAIN

 

Signature of Shareholder _______ Date _____ Signature of Shareholder (Title)__________ Date _____

 

Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

 

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Exhibit 99.5

 

Position Statement of Symetryx regarding rejecting the Keystone Transaction at the December 18, 2023 shareholders meeting.

 

POSITION STATEMENT- LETTER FROM SYMETRYX CORPORATION TO ALL FELLOW CHECK-CAP SHAREHOLDERS 

20.11.2023

 

Dear Fellow Check-Cap Shareholder, 

 

We are writing to you today on behalf of Symetryx Corporation (“Symetryx”) with regards to the notice of annual general meeting of shareholders filed on 13.11.2023 by Check-Cap Ltd. (“Check-Cap”) and Check-Cap upcoming annual general meeting scheduled to 18.12.2023 (the “Notice” and “Meeting”, respectively).

 

Symetryx is a very diverse private venture capital and investment company that is invested in a variety of assets (see www.Symetryx.com). The controlling entities and management of Symetryx are: Mr. Barry Shiff and Mrs. Aleta Shiff.

 

Symetryx, which as of the record date of the Meeting, 10.11.2023, owned 5.1% of Check-Cap issued and outstanding share capital, well exceeding the current shareholdings of the current Check-Cap directors which, in accordance with Check-Cap proxy statement, own approximately 1.2% of the Check-Cap outstanding shares. 

 

In accordance with the Notice, Symetryx position and recommendation to Check-Cap shareholders is to adopt the following resolutions:

 

1.Our position on Proposal 1- vote AGAINST the Keystone Merger Proposal-

 

As one of the largest Check-Cap shareholders, we’re at a loss to understand how the unsolicited proposal to merge Check-Cap with Keystone Dental, a manufacturer of dental appliances (“Keystone Merger”) could be value-enhancing to ALL shareholders.

 

Based upon the review of the limited information thus far provided to all shareholders regarding the Keystone Merger, we believe that there are several problematic issues:

 

Under the Keystone Merger, Check-Cap shareholders would be diluted to own 15% of the post-merger entity, rendering the shares almost without value, with Keystone owning the vast majority of 85%.
   
Valuation: It isn’t clear how all the IP that Check-Cap shareholders have invested in is being valued or considered under the combined entity. The valuation of Keystone at $225M seems elevated, for a traditional manufacturing company- that would mean that the EBTIDA for Keystone would be $37m, which seems highly unlikely off of a revenue of $61m for F’22 (or $66M for F’23). 
   
Though Check-Cap issued a press release representing Keystone as an AI company, in accordance with public record, this is far from true. The complexities of AI are vast and don’t seem well represented by Keystone. Where is the disruptive technology that the shareholders expect from the use of funds that they have invested in? It appears to be used to support the traditional manufacturing operations of Keystone, which doesn’t seem to be particularly disruptive in its already crowded industry. There is limited growth potential with minimal growth demonstrated in F’23.

 

 

 

 

The total available market in which Keystone is part of, seems small and limited by the fact that many people in the U.S don’t have access to dental insurance, and thus the Keystone product doesn’t have a large market saturation. The dental implant industry seems crowded with big and better competitors such as Sinclair, BioHorizonz, NDX and DFL. Post-merger, the combined entity would be a small fish in an even smaller pond.
   
The Keystone Merger prospectus discusses management and board strength and their public company readiness, without providing information that is publicly available to help assess what their specific strengths which will assist them to run a NASDAQ listed company. Curious how this entity is public- ready when it has taken several months to produce financial statements.
   
As Symetryx publicly announced in its press release date 21.09.2023, we believe the Keystone Merger doesn’t maximize shareholder value in any meaningful way, and without full disclosure of all the financial data within a time frame that is reasonably prior to the Meeting, it is impossible for shareholders to accurately assess the validity of Keystone Merger or determine that such merger is indeed in the best interest of Check-Cap shareholders.

 

We see Keystone Merger as highly value destructive to all Check-Cap shareholders.

 

2.Our Position on Proposal 2- vote FOR the reappointment of Brightman Almagor Zohar & Co., Certified Public Accountants, a firm in the Deloitte Global Network, as our independent auditor for the year ending December 31, 2023 and for such additional period until our next annual general meeting of shareholders.

 

3.Our Position on Proposal 3- vote AGAINST the approval of an amended and restated Compensation Policy for Executive Officers and Directors.

 

4.Our Position on Proposal 4- vote AGAINST the reverse share split of the Company’s ordinary shares within a range of 1 for 2 to 1 for 5, the exact ratio to be determined by further action of our Board of Directors, to be effective on a date to be determined by our Board of Directors and announced by the Company, and to amend our Articles of Association accordingly.

 

5.Our Position on Proposal 5- 

 

i.vote AGAINST the re-appointment of each of Company Directors Nominees; and 

 

ii.vote FOR the election of each of Shareholder Director Nominees.

 

As a shareholder, based upon the review of the limited information thus far provided to shareholders regarding the company’s activities and decision-making process, that the current Check-Cap board isn’t acting in the best interest of Check-Cap shareholders:

 

Although Symetryx is one of the largest shareholders of Check-Cap, the current Check-Cap board has refused to discuss any initiatives proposed by Symetryx, including two possible takeover offers. 

 

The Check-Cap directors claimed in their press release of 16.8.2023, that they met with over 150 (unspecified) merger candidates, yet ironically refused to even meet once with Symetryx nor did Check-Cap wish to engage with Symetryx at all.

 

2

 

 

After numerous press releases and attempts to engage with Check-Cap board with no success, Check-Cap announced the Keystone Merger with very little details and did not disclose any financial statements to justify the validity of this merger and the further massive dilution of the ownership interests of the current Check-Cap shareholders in the pro-forma company.

 

As part of the Keystone merger agreement, Check-Cap directors have agreed to pay an absurd amount- $1.5 million termination fee (plus up to $1.5 million of expenses) payable by Check-Cap to Keystone upon the occurrence of certain events and the potential effect of such termination fee in deterring other potential acquirers from proposing alternative transactions that may be more advantageous to Check-Cap shareholders.

 

This is bluntly contradicting the Check-Cap board fiduciary duties to make decisions in the best interest of Check-Cap.

 

As a shareholder, we continue to question how Check-Cap board are comfortable that at the point of the Keystone Merger consummation, there will be only $22,000,000 left in cash for Check-Cap, or $3.76/share, even though 2023 started with $42,000,000, or $7.18 per share, while Check-Cap has very limited operation and its employees were all terminated earlier this year. This is shameful. An explanation to shareholders is required.
   
Symetryx PRs of 21.9.2023, Symetryx explained its concern that the current Check-Cap directors were burning through the Check-Cap $39 million cash reserve at an alarming rate. As one of the largest Check-Cap shareholders, we are extremely concerned that Check-Cap’s cash is being burnt through so quickly, notwithstanding that it doesn’t currently have any true ongoing operations nor staff. We believe this cash burn is emblematic of a management that do not truly respect their fiduciary duties.

 

Although Check-Cap is currently an inactive company with no revenues, their directors have spent several millions of dollars without any financial transparency and refuse to provide shareholders with full financial disclosure. 

 

For these reasons we encourage all shareholders TO VOTE FOR the five (5) Shareholder Director Nominees.

 

See Symetryx PR seeking to change Check-Cap current board- SYMETRYX SEEKS TO CHANGE BOARD AND MAXIMIZE SHAREHOLDER VALUE.

 

Symetryx Nominees are experienced and qualified and will best represent Check-Cap shareholders and maximize shareholders value.

 

6.Our Position on Proposal 6- vote FOR the approval of the cash remuneration to be paid to the Director Nominees who are elected to serve as directors at the Meeting under Proposal 5.

 

7.Our Position on Proposal 7- vote FOR the approval of the Company’s entry into indemnification and exculpation agreements and to provide directors’ and officers’ liability insurance coverage to a Shareholder Director Nominees who is elected to serve at the Meeting under Proposal 5. 

 

Sincerely, 

 

Symetryx Corporation

 

 

3

 

EXHIBIT 99.6

 

PRESS RELEASE OF DECEMBER 13, 2023 FROM SYMETRYX AND A CLERICAL CORRECTION DATED DECEMBER 18, 2023.

 

CHECK- CAP BOARD MEMBER’S STATEMENT ON THE STAND SUGGESTS A POTENTIAL CONFLICT OF INTEREST WITH KEYSTONE DENTAL

 

SYMETRYX RECOMMENDS VOTING AGAINST THE KEYSTONE DENTAL MERGER

 

SYMETRYX RECOMMENDS VOTING FOR THEIR QUALIFIED INDEPENDENT BOARD NOMINEES

 

TIME IS SHORT - THE VOTE DEADLINE IS 11:59 pm EST THURSDAY DECEMBER 14th 2023 - SHAREHOLDERS MAY VOTE OR CHANGE A PREVIOUSLY CAST VOTE UNTIL THAT TIME

 

TORONTO, Dec. 13, 2023 /PRNewswire/ - Further to its news release of November 28, 2023, Symetryx continues to urge its fellow Check-Cap Ltd. (“Check-Cap”) (NASDAQ: CHEK) shareholders to VOTE AGAINST the Keystone Dental and FOR the Symetryx slate of highly qualified and independent director nominees. See Symetryx Today Issues Open Letter to Shareholders In Regard to the Upcoming Annual General Meeting (newswire.ca)

 

On December 12th 2023, a Court Hearing was held in the Haifa Israel Economic District Court in regards to Symetryx claim on Check-Cap solicitation wrongful methods for the upcoming annual general meeting, scheduled to December 18, 2023. During this hearing, a potential conflict of interest between Uri Geiger, the Chairman of Keystone Dental,  and Yuval Yanai, a Check-Cap director was revealed during Mr. Yanai’s testimony, when he confessed that Mr. Geiger offered him a seat at the new board of directors following the closing of the merger.

 

Based on public records, Mr. Yanai and Mr. Geiger were both board members of Minerva Surgical, Inc., a company that develops medical devices. Uri Geiger is also the managing partner of Accelmed, a venture capital firm that invests in medical device companies, including Minerva Surgical and Keystone Dental. Yuval Yanai is also the chairman of the board of directors of Exalenz Bioscience. Uri Geiger was the CEO of Exalenz Bioscience until 2019.

 

This potential conflict of interest raises serious concerns about the approval process of the Keystone-Check-Cap merger, and strengthen Symetryx’s assumptions regarding the merger not being in the best interest of all Check Cap’s shareholders.

 

 

 

 

Furthermore, the U.S. FDA MAUDE database (Manufacturer and User Facility Device Experience), which is publicly accessible and identifies action taken by the FDA against companies, has received over 500 complaints in 2023 alone, reporting medical defects and deficiencies with various Keystone Dental appliances, including loss of osteo-integration and adverse reactions and failures by patients. See the FDA website: MAUDE - Manufacturer and User Facility Device Experience (fda.gov) and enter Keystone Dental in the search tab. This action by the FDA could potentially harm Keystone’s business, financial condition and results of operations and, as a result, negatively impact your investment.

 

Symetryx is pleased to see that other stakeholders agree that the transaction with Keystone Dental DOES NOT provide the maximum value for shareholders. We once again urge all shareholders to reject the Keystone transaction by voting AGAINST Proposal #1, the Keystone transaction, and to support the Symetryx Board nominees by voting FOR each. Only with a new, independent Board do we believe, that we shareholders will have the best opportunity to realize the full value of our investment and not give it away to Keystone’s investors.

 

Symetryx has engaged Mackenzie Partners, Inc. to act as an advisor in this matter, we welcome shareholders to reach out to share their views or should they seek clarification on our own. Mackenzie Partners can be reached at 1-800-322-2885 or  bmarese@mackenziepartners.com

 

Sincerely,

 

Symetryx Corporation

 

SPECIAL NOTE REGARDING THIS ANNOUCEMENT:

 

THIS ANNOUCEMENT CONTAINS OUR CURRENT VIEWS ON THE VALUE OF SECURITIES OF CHECK-CAP AND CERTAIN ACTIONS THAT ITS BOARD OF DIRECTORS MIGHT TAKE TO ENHANCE THE VALUE OF ITS COMMON STOCK. OUR VIEWS ARE BASED ON OUR OWN ANALYSES OF PUBLICLY AVAILABLE INFORMATION AND ASSUMPTIONS WE BELIEVE TO BE REASONABLE. THERE CAN BE NO ASSURANCE THAT THE INFORMATION WE CONSIDERED AND ANALYZED IS ACCURATE OR COMPLETE. SIMILARLY, THERE CAN BE NO ASSURANCE THAT OUR ASSUMPTIONS ARE CORRECT. THE ACTUAL PERFORMANCE AND RESULTS OF CHECK-CAP MAY DIFFER MATERIALLY FROM OUR ASSUMPTIONS AND ANALYSES.

 

THIS ANNOUNCEMENT ALSO REFERENCES THE SIZE OF SYMETRYX’S CURRENT HOLDINGS OF CHECK-CAP. SYMETRYX’S VIEWS AND OUR HOLDINGS COULD CHANGE AT ANY TIME. WE MAY TAKE ANY OF THESE OR OTHER ACTIONS REGARDING CHECK-CAP WITHOUT UPDATING THIS ANNOUNCEMENT OR PROVIDING ANY NOTICE WHATSOEVER OF ANY SUCH CHANGES (EXCEPT AS OTHERWISE REQUIRED BY LAW). WE MAY SELL SOME OR ALL OF OUR CHECK-CAP SHARES AT ANY TIME WITHOUT NOTICE.

 

FORWARD-LOOKING STATEMENTS:

 

Certain statements contained in this announcement are forward-looking statements including, but not limited to, statements that are predications of or indicate future events, trends, plans or objectives. Undue reliance should not be placed on such statements because, by their nature, they are subject to known and unknown risks and uncertainties. Due to such risks and uncertainties, actual events or results or actual performance may differ materially from those reflected or contemplated in such forward-looking statements. Forward-looking statements can be identified by the use of the future tense or other forward-looking words such as “believe,” “might, “expect,” “anticipate,” “intend,” “plan,” “estimate,” “should,” “could,” “may,” “will,” “objective,” “projection,” “forecast,” “continue,” “strategy,” “position” or the negative of those terms or other variations of them or by any comparable terminology.

 

Important factors that could cause actual results to differ materially from the expectations set forth in this announcement include, among other things, the factors identified in the public filings of Check-Cap and other information generally available in the market. Such forward-looking statements should therefore be construed considering such factors, and Symetryx is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

 

SOURCE Symetryx Corp

 

2

 

 

CORRECTION OF A CLERICAL ERROR

 

Toronto, Ontario, December 18, 2023 /PRNewswire/ -- Further to its new release of December 13, 2023, Symetryx Corporation (“Symetryx”) announces that based on public online websites, there has been a clerical mistake regarding the name of the company in which both Mr. Yuval Yanai and Mr. Uri Geiger served as directors. Accordingly, Symetryx decided to clarify that Yuval Yanai, a Check-Cap Ltd. (“Check-Cap”) Director, and Mr. Uri Geiger, the owner of Keystone Dental Holdings, a candidate to a potential merger with Check-Cap subject to the approval of the Check-Cap shareholders (which takes place today, December 18, 2023), were both board members of Medical Compression Systems (DBN) Ltd. (“MCS”), which was a public company traded on the Tel Aviv Stock Exchange Ltd.

 

Symetryx further clarifies that Check-Cap did not deny the earlier acquaintance of Yuval Yanai and Uri Geiger nor denied their early involvement in other public companies.

 

In his testimony in court, Yuval Yanai noted that he wasn’t involved in business with Uri Geiger, but in fact, during 2015, while they both served as directors in MCS, Yuval did approve (as a board member) a private placement of MCS’s ordinary shares to Accelmed (at the time the controlling shareholders of MCS), and Uri Geiger was and is its founder and managing partner.

 

Symetryx will continue to utilize all available legal means to ensure that Check-Cap changes its approach and acts in a diligent, business-like, responsible, and transparent manner towards the Check-Cap’s shareholders, in order to maximize its business potential and value for the benefit of all shareholders.

 

Symetryx Corporation

 

SPECIAL NOTE REGARDING THIS ANNOUCEMENT:

 

THIS ANNOUCEMENT CONTAINS OUR CURRENT VIEWS ON THE VALUE OF SECURITIES OF CHECK-CAP AND CERTAIN ACTIONS THAT ITS BOARD OF DIRECTORS MIGHT TAKE TO ENHANCE THE VALUE OF ITS COMMON STOCK. OUR VIEWS ARE BASED ON OUR OWN ANALYSES OF PUBLICLY AVAILABLE INFORMATION AND ASSUMPTIONS WE BELIEVE TO BE REASONABLE. THERE CAN BE NO ASSURANCE THAT THE INFORMATION WE CONSIDERED AND ANALYZED IS ACCURATE OR COMPLETE. SIMILARLY, THERE CAN BE NO ASSURANCE THAT OUR ASSUMPTIONS ARE CORRECT. THE ACTUAL PERFORMANCE AND RESULTS OF CHECK-CAP MAY DIFFER MATERIALLY FROM OUR ASSUMPTIONS AND ANALYSES.

 

THIS ANNOUNCEMENT ALSO REFERENCES THE SIZE OF SYMETRYX’S CURRENT HOLDINGS OF CHECK-CAP. SYMETRYX’S VIEWS AND OUR HOLDINGS COULD CHANGE AT ANY TIME. WE MAY TAKE ANY OF THESE OR OTHER ACTIONS REGARDING CHECK-CAP WITHOUT UPDATING THIS ANNOUNCEMENT OR PROVIDING ANY NOTICE WHATSOEVER OF ANY SUCH CHANGES (EXCEPT AS OTHERWISE REQUIRED BY LAW). WE MAY SELL SOME OR ALL OF OUR CHECK-CAP SHARES AT ANY TIME WITHOUT NOTICE.

 

3

 

 

FORWARD-LOOKING STATEMENTS:

 

Certain statements contained in this announcement are forward-looking statements including, but not limited to, statements that are predications of or indicate future events, trends, plans or objectives. Undue reliance should not be placed on such statements because, by their nature, they are subject to known and unknown risks and uncertainties. Due to such risks and uncertainties, actual events or results or actual performance may differ materially from those reflected or contemplated in such forward-looking statements. Forward-looking statements can be identified by the use of the future tense or other forward-looking words such as “believe,” “might, “expect,” “anticipate,” “intend,” “plan,” “estimate,” “should,” “could,” “may,” “will,” “objective,” “projection,” “forecast,” “continue,” “strategy,” “position” or the negative of those terms or other variations of them or by any comparable terminology.

 

Important factors that could cause actual results to differ materially from the expectations set forth in this announcement include, among other things, the factors identified in the public filings of Check-Cap and other information generally available in the market. Such forward-looking statements should therefore be construed considering such factors, and Symetryx is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

 

SOURCE Symetryx Corp

 

 

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