Keystone Dental Holdings, Inc. agreed to acquire Check-Cap Ltd. (NasdaqCM:CHEK) from a group of shareholders in a reverse merger transaction on August 15, 2023. Keystone Dental Holdings, Inc. entered into a definitive Business Combination Agreement to acquire Check-Cap Ltd. from a group of shareholders in a reverse merger transaction for approximately $110 million on August 16, 2023. Upon consummation of merger, each holder of shares of Keystone common stock will automatically receive that number of shares of New Parent common stock calculated pursuant to the Exchange Ratio of approximately 2.6656-to-one. Post completion, current Check-Cap security holders are expected to own approximately 15% of the combined company representing an equity valuation of $39.7 million and Keystone Dental security holders are expected to own approximately 85% of the combined company representing an equity valuation of $225 million. The ownership percentages may be subject to adjustment based on Check-Cap?s net cash at closing. In a related transaction, Capstone Merger Sub Ltd an indirect subsidiary of Keystone will merge with and into Check-Cap Ltd. The combined company will be renamed to Keystone Dental Holdings and will trade on the NASDAQ with the ticker ?KSD?. In the event of termination of agreement, Check-Cap shall pay to Keystone a nonrefundable fee in an amount equal to $1,500,000 plus fees and expenses incurred by Keystone in connection with the transactions not to exceed $1,500,000. Keystone shall pay to Check-Cap, a nonrefundable fee in an amount equal to $4,000,000 plus fees and expenses incurred by Check-Cap in connection with the transactions not to exceed $1,000,000.

Melker Nilsson, Keystone?s Chief Executive Officer will become the Chief Executive Officer of the combined company. If completed, the business combination will create a public company headquartered in Irvine, CA. The business combination is subject to the approval of Check-Cap shareholders and Keystone shareholders; the Registration Statement having become effective under the Securities Act; Nasdaq listing approval with respect to New Parent common stock having been obtained; any waiting period applicable to the consummation of the Business Combination under any applicable antitrust law having expired or been terminated; The Keystone Investor Agreements having been terminated; Check-Cap shall have delivered or caused to be delivered copies of the written resignations of all the directors and officers of Check-Cap; Keystone having delivered counterparts of the Registration Rights Agreement duly executed; the Check-Cap Dividend court approval having been obtained; and Check-Cap having delivered to Keystone a written notice to be submitted to the Israel Innovation Authority. The transaction has been unanimously approved by the Board of both Check-Cap and Keystone on August 15, 2023. A special committee of independent members of the Check-Cap board of directors was formed to evaluate the business combination. On August 17, 2023, Keystone delivered to Check-Cap a copy of the written consent of Keystone stockholders adopting the BCA and approving the Business Combination. As of September 21, 2023, Symetryx Corporation opposes the merger between Check-Cap Ltd. and Keystone Dental Holdings Inc., citing concerns over Check-Cap's cash flow and the ambiguous Business Combination Agreement. They believe this merger is not in the best interest of Check-Cap shareholders. The transaction is expected to close in the fourth quarter of 2023. As of October 26, 2023, the business combination is expected to be completed in January 2024. As of December 8, 2023, Symetryx continues to urge its fellow Check-Cap Ltd. shareholders to VOTE AGAINST the Keystone Dental and FOR the Symetryx.

Ladenburg Thalmann & Co. Inc. is acting as financial advisor to Check-Cap and provided fairness opinion to Check-Cap Board. Variance Economic Consulting Ltd also acted as financial advisor and provided fairness opinion to Check-Cap Board. Gary M. Emmanuel and Mark Selinger of Greenberg Traurig, P.A. and Eran Yaniv and Sharon Rosen of FISCHER (FBC & Co.) are acting as legal advisors to Check-Cap. Greenberg Traurig, LLP acted as Check-Cap?s U.S. counsel. Adam M. Klein and Daniel P. Kahn of Goldfarb Gross Seligman & Co. and Joseph Wolfson of Stevens & Lee, P.C. are acting as legal advisors to Keystone. Greenberg Traurig, LLP, FISCHER (FBC & Co.) and Goldfarb Gross Seligman & Co. acted as due diligence advisors. Ladenburg received an upfront fee of $150,000 in connection with financial advisory services and has received a separate fee for rendering the opinion. Mackenzie Partners, Inc acted as advisor to Symetryx.

Keystone Dental Holdings, Inc. cancelled the acquisition of Check-Cap Ltd. (NasdaqCM:CHEK) from a group of shareholders in a reverse merger transaction on December 24, 2023.