Form SC 13D/A - General statement of acquisition of beneficial ownership: [Amend]

UNITED STATES

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

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

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 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.

(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.
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.

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 October 30, 2023.


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

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”).
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.

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

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:

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.

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”).

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.

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.

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.

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.

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.

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:

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 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:

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.

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, 34^thfloor, 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.

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

+1-212-929-5500

Via email: proxy@mackenziepartners.com

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, 34^th 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

+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.”

How You Can Vote

Quorum

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.

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.

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.

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.

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.

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

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.

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.

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 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, 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 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.

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

It is recommended to adopt the following resolutions:

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.

Toll-Free: 1-800-322-2885

+1-212-929-5500

Via email: proxy@mackenziepartners.com

Sincerely,

Symetryx Corp.

CHECK-CAP LTD.

THIS PROXY IS SOLICITED ON BEHALF OF SYMETRYX

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, 34^th 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)

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

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
☐	☐	☐

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
☐	☐	☐

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
☐	☐	☐

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
☐	☐	☐

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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