CHEK Check Cap Ltd

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION,
Washington, D.C. 20549

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.__)*

 

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: 300,864
	(8)	Shared voting power: 300,864
	(9)	Sole dispositive power: 300,864
	(10)	Shared dispositive power: 300,864

(11)	Aggregate amount beneficially owned by each reporting person 300,864
(12)	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
(13)	Percent of class represented by amount in Row (11) 5.1%*
(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.

 

 

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.

 

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 Malczewski in their places.

 

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

 

(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 300,864 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 5.1% 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 September 21, 2023, Symetryx has sole power to vote or direct the vote and sole power to dispose or direct the disposition of 300,864 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”).
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.

 

 

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 September 29, 2023.

 

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

 

 

Exhibits to this Schedule 13D:

 

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”).
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.

 

 

 

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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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

 

 

17

 

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.

 

 

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.

 

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”).

 

 

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).

 

 

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:

 

o

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.

 

o

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.

 

o

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.

 

o

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.

 

 

o

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.

 

o

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.”

 

“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.

 

 

6

 

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