ISS suggests voting FOR the re-election of Check-Cap’s director nominees and Against the election of the director nominees put forth by Symetryx
ISS recommends approval of the authorization of Check-Cap’s board of directors to result a reverse share break up
ISFIYA, Israel, Dec. 07, 2023 (Globe NEWSWIRE) — Examine-Cap Ltd. (the “Company” or “Check-Cap”) (NASDAQ: CHEK) now introduced that Institutional Shareholder Companies Inc. (“ISS”), a major independent proxy advisory agency, has proposed that Verify-Cap shareholders vote FOR approval of the small business mix settlement with Keystone Dental Holdings, Inc. (“Keystone”) at the approaching Once-a-year Standard Conference of Shareholders (“AGM”), scheduled for Monday, December 18, 2023.
About the Keystone merger, ISS said: “The board appears to have operate a extensive, conflict-free approach, and appears to have evaluated other alternate options, including liquidation. In addition, there might be an option for CHEK shareholders to recover some supplemental value from a potential sale of CHEK legacy assets through increased ownership of Keystone. On equilibrium, the proposed transaction seems to current the best different given the situations. As these, assist for the merger is warranted.”
ISS also recommends a vote FOR re-electing Check-Cap’s director nominees and Against the proposed director nominees put forth by Symetryx. In issuing this suggestion, ISS stated, “The uncertainty introduced by the dissident, in each how a great deal hard cash CHEK will have readily available if an alternate transaction is recognized and the timing of how prolonged it will acquire to run an additional approach, appear to be a significantly less beautiful option relative to the proposed transaction with Keystone. Presented that the proposed transaction warrants help and the dissident has not introduced a feasible choice for shareholders, change is not warranted at this time.”
ISS even further recommends a vote FOR the proposal to authorize Test-Cap’s board of directors to identify to result a reverse share split of the Company’s shares at a ratio of between 1-for-2 and 1-for-5. In its advice, ISS stated that Look at-Cap “has provided adequate info and there are no apparent issues about the proposed reverse share break up. Specifically, the reverse split could be necessary to meet up with the minimum amount bid preliminary listing prerequisite for New Dad or mum. In addition, the business would proportionally reduce the variety of licensed shares and the reverse break up would not have big adverse results on the legal rights of present-day shareholders. On this basis, assist for this product is merited.”
Verify-Cap’s board of administrators urges shareholders to vote FOR the Keystone business enterprise combination agreement, FOR the re-election of Check-Cap’s director nominees, FOR the proposal to authorize the board to establish to outcome a reverse share split, and Towards Symetryx’s director nominees. For questions or aid with voting at the AGM, remember to call Check out-Cap’s proxy solicitor:
Alliance Advisors, LLC
1-833-970-2875
1-973-604-4443 (International)
[email protected]
About Keystone Dental Group
Keystone Dental is a international commercial-stage health care technological innovation organization focused on offering close-to-close tooth substitution answers for dental practitioners. Headquartered in Irvine, California, and with investigate and enhancement and manufacturing web pages in Caesarea, Israel and Melbourne, Australia, Keystone Dental markets its products and solutions around the globe. Keystone Dental’s merchandise portfolio consists of proprietary offerings this kind of as its innovative implant systems Genesis Active, Molaris™ and Prima Plus™ that present special options to dental practitioners. In addition, Keystone Dental also features an appealing dental implant benefit model in Paltop, and a properly-regarded portfolio of biomaterials mainly marketed beneath the DYNA model. Keystone Dental obtained Implant Solutions Pty Ltd (“Osteon”) in 2021, including a in depth portfolio of prosthetic solutions on implants and electronic workflow capabilities, not least of which is the groundbreaking Nexus iOS electronic workflow alternative for restoring the absolutely edentulous affected individual. For much more facts, refer to www.keystonedental.com.
About Look at-Cap
Check-Cap is a scientific phase healthcare diagnostics firm aiming to redefine colorectal cancer (CRC)screening via the introduction of C-Scan®, a screening exam made to detect polyps just before they may perhaps renovate into colorectal cancer and enable early intervention and cancer prevention. C-Scan is an investigational product and is not accessible for sale in the United States.
About ISS
ISS governance offerings incorporate goal company governance investigate and recommendations, as effectively as stop-to-close proxy voting methods. Institutional trader consumers have extended turned to ISS to implement their company governance views, detect environmental, social, and governance risk, and control their finish proxy voting wants on a worldwide basis.
Legal Notice With regards to Ahead-Looking Statements
This press release incorporates “forward-wanting statements” about the Company’s expectations, beliefs or intentions relating to, among other items, its product or service progress initiatives, small business, economical issue, success of functions, techniques or prospective clients. Words these types of as “might,” “need to,” “could,” “would,” “predicts,” “potential,” “continue on,” “expects,” “anticipates,” “potential,” “intends,” “ideas,” “believes,” “estimates,” and identical expressions, as effectively as statements in upcoming tense, typically signify ahead-on the lookout statements. Forward-searching statements should really not be go through as a guarantee of potential overall performance or outcomes and may not be accurate indications of when this kind of performance or success will be attained. Forward-seeking statements are based mostly on details that the Firm has when these statements are made or management’s fantastic religion perception as of that time with regard to potential functions, and are subject matter to threats and uncertainties that could lead to actual overall performance or results to vary materially from individuals expressed in or prompt by the forward-searching statements. For a discussion of these and other challenges that could trigger this sort of dissimilarities and that could influence the realization of ahead-seeking statements, remember to refer to the “Ahead-looking Statements” and “Threat Variables” in the Company’s Annual Report on Kind 20-F for the 12 months finished December 31, 2022 and other filings with the Securities and Exchange Fee (SEC). Buyers and protection holders are urged to read through these files cost-free of demand on the SEC’s internet web page at http://www.sec.gov. The Corporation assumes no obligation to publicly update or revise its forward-hunting statements as a result of new information and facts, long term activities or otherwise.
Individuals in the Solicitation
Test-Cap, Capstone Dental Pubco, Inc. (“New Parent”) and their respective directors and executive officers may possibly be considered less than SEC guidelines to be contributors in the solicitation of proxies from the shareholders of Examine-Cap in connection with the enterprise mixture. Information about Check-Cap’s directors and govt officers is set forth in Examine-Cap’s Yearly Report on Variety 20-F for the yr ended December 31, 2022, which was submitted with the SEC on March 31, 2023. Information about Keystone Dental’s directors and govt officers is set forth in the prospectus filed by New Mum or dad with the SEC as part of a registration assertion on Variety S-4 on November 13, 2023 in link with the transaction contemplated less than the business enterprise mixture agreement (the “New Dad or mum Prospectus”). Other information and facts with regards to the interests of these people today, as effectively as info pertaining to other individuals who could be considered members in the organization mix, is set forth in the New Mother or father Prospectus, the proxy assertion for the AGM, and other pertinent components submitted or submitted with the SEC. Investors, Keystone stability holders and Look at-Cap safety holders and other visitors must browse the New Parent Prospectus and the proxy statement meticulously prior to generating any voting or expenditure choices.
No Present or Solicitation
This communication is not meant to and shall not constitute an offer to buy or market or the solicitation of an present to buy or offer any securities, or a solicitation of any vote or acceptance, nor shall there be any sale of securities in any jurisdiction in which these types of present, solicitation or sale would be unlawful prior to registration or qualification less than the securities legal guidelines of any these kinds of jurisdiction. No supplying of securities shall be produced, except by indicates of a prospectus assembly the requirements of Part 10 of the U.S. Securities Act of 1933, as amended.
Logo: https://mma.prnewswire.com/media/820848/Test_Cap_Emblem.jpg
Trader Call:
Jeremy Feffer
LifeSci Advisors, LLC
212-915-2568
[email protected]
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