1.

to approve, pursuant to Section 320 of the Israeli Companies Law 5759-1999 (the “Companies Law”), the merger of Capstone Merger Ltd., an Israeli company (“Israeli Merger Sub”) and a wholly-owned subsidiary of Capstone Dental Pubco, Inc., a Delaware corporation (“New Parent”) with and into Check-Cap, with Check-Cap surviving and becoming a wholly-owned subsidiary of New Parent, including approval of: (x) the Business Combination Agreement, dated as of August 16, 2023, by and among New Parent, Keystone Dental Holdings, Inc., a Delaware corporation (“Keystone”), Check-Cap, U.S. Merger Sub (as defined below) and Israeli Merger Sub (the “Business Combination Agreement”), pursuant to which, Capstone Merger Sub Corp., a Delaware corporation (“U.S. Merger Sub”, and, together with Israeli Merger Sub, the “Merger Subs”), and wholly-owned subsidiary of New Parent, will merge (the “U.S. Merger”) with and into Keystone, with Keystone surviving as a wholly-owned subsidiary of New Parent, and Israeli Merger Sub will merge (the “Israeli Merger,” and collectively with the U.S. Merger and the other transactions described in the Business Combination Agreement, the “Business Combination”) with and into Check-Cap, with Check-Cap surviving (which we refer to for the periods at and after the effective time of the Israeli Merger as the “Israeli Surviving Company”), and each of U.S. Merger Sub and Israeli Merger Sub will cease to exist, and (y) all other transactions and arrangements to which Check-Cap is a party contemplated by the Business Combination Agreement, a copy of which was attached as Exhibit 99.1 to the Company’s Form 6-K furnished to the U.S. Securities and Exchange Commission (“SEC”) on August 17, 2023 (we refer to this proposal collectively as the “Business Combination Proposal”).  If the Israeli Merger is completed, you will be entitled to receive one share of common stock, par value $0.01 per share, of New Parent (which we refer to as Parent Common Stock) in exchange for each ordinary share, par value NIS 48.00 per share, of Check-Cap (which we refer to as an Ordinary Share) that you hold as of immediately prior to the effective time of the Israeli Merger (as may be adjusted if Proposal 4 is approved at the Meeting and a reverse share split of the Company’s ordinary shares is implemented);

2.

to ratify and approve the reappointment of Brightman Almagor Zohar & Co., Certified Public Accountants, a firm in the Deloitte Global Network, as our independent auditor for the year ending December 31, 2023 and for such additional period until our next annual general meeting of shareholders;

3.

to approve and restate the Company’s Compensation Policy for Executive Officers and Directors;

4.

to  authorize our Board of Directors to determine to effect a reverse share split of the Company’s ordinary shares within a range of 1 for 2 to 1 for 5, the exact ratio to be determined by our Board of Directors, to be effective on a date to be determined by our Board of Directors and announced by the Company, and to approve the amendment of our Articles of Association to reflect any such reverse share split (if implemented);

5.

to elect five directors as members of the Company’s board of directors (the “Check-Cap Board”) out of the following ten director nominees proposed for election at the Meeting, each to serve until our next annual general meeting of shareholders and until their respective successors are duly elected and qualified: Steven Hanley, Clara Ezed, Dr. Mary Jo Gorman, XiangQian (XQ) Lin, Yuval Yanai (collectively, the “Company Director Nominees”), Idan Ben Shitrit, Avital Shafran, Jordan Lipton, William Vozzolo and Lilian Malczewski (collectively, the “Shareholder Director Nominees” and together with the Company Director Nominees, the “Director Nominees”) (we refer to this proposal collectively as the “Director Election Proposal”);

6.

to approve the cash remuneration to be paid to the Director Nominees who are elected to serve as directors at the Meeting under Proposal 5; and

7.

to approve the Company’s entry into indemnification and exculpation agreements and to provide directors’ and officers’ liability insurance coverage to a Shareholder Director Nominee who is elected to serve at the Meeting under Proposal 5 (if any).

•

Voting in Person. If you are a shareholder of record, i.e., your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company LLC, you may attend and vote in person at the Meeting.  If you are a beneficial owner of shares registered in the name of your broker, bank, trustee or nominee (i.e., your shares are held in “street name”), you are also invited to attend the Meeting; however, to vote in person at the Meeting as a beneficial owner, 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.

•

Voting by mailing your Proxy. If you are a shareholder of record, these proxy materials are being sent directly to you by our transfer agent. You may submit your proxy by completing, signing and mailing the enclosed proxy card that was mailed to you in the enclosed, postage-paid envelope.  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 transfer agent or at our registered office in Israel 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.

•

Voting by Internet or mobile. If you are a shareholder of record, you can submit a proxy over the Internet by logging on to the website listed on the enclosed proxy card, entering your control number located on the enclosed proxy card and submitting a proxy by following the on-screen prompts. You may also access Internet voting via your smartphone or tablet by scanning the QR image that appears on your proxy card.  If you hold shares in “street name,” you may vote those shares by accessing the Internet website address specified in the instructions provided by your broker, bank, trustee or nominee.  Submitting an Internet or mobile proxy will not affect your right to vote at the Meeting should you decide to attend the Meeting.

		Ordinary Shares Beneficially Owned
		Number				Percent
5% or Greater Shareholders
Vijay Ramanathan (1)			360,000				6.1	%*
Symetryx Corporation (2)			300,864				5.1	%*
Directors and Executive Officers
Alex Ovadia (3)			25,452				**
Mira Rosenzweig (4)			4,854				**
Boaz Shpigelman (5)			5,783				**
Steven Hanley (6)			7,075				**
Clara Ezed (7)			7,031				**
Mary Jo Gorman (8)			7,069				**
XiangQian (XQ) Lin (9)			7,972				*
Yuval Yanai (10)			7,075				**
All directors and executive officers as a group (8 persons) (11)			72,311				1.2	%

*	Following the consummation of the Business Combination, the shareholder will own less than 1% of New Parent’s outstanding Common Stock.
**	Represents beneficial ownership of less than 1% of Check-Cap’s outstanding ordinary shares.

(1)	Based solely upon, and qualified in its entirety with reference to, Schedule 13G filed with the SEC on September 22, 2023. The address of the reporting person is 20 Adelaide St E, Suite 1105, Toronto, ON M5C 2T6, Canada.
(2)	Based solely upon, and qualified in its entirety with reference to, Schedule 13D filed with the SEC on September 29, 2023, as amended on October 30, 2023 and November 14, 2023. The address of the reporting person is 2828 Bathurst Street, Suite 400, Toronto, Canada M6B3A7.
(3)	Includes (i) 752 outstanding ordinary shares, and (ii) 24,700 ordinary shares subject to options currently exercisable or options and/or RSUs that will become exercisable or vested within 60 days of the date of this table.
(4)	Includes (i) 797 outstanding ordinary shares, and (ii) 4,057 ordinary shares subject to options currently exercisable or options and/or RSUs that will become exercisable or vested within 60 days of the date of this table.
(5)	Includes (i) 1,228 outstanding ordinary shares, and (ii) 4,555 ordinary shares subject to options currently exercisable or options and/or RSUs that will become exercisable or vested within 60 days of the date of this table.
(6)	Includes (i) 255 outstanding ordinary shares, and (ii) 6,820 ordinary shares subject to options currently exercisable or options and/or RSUs that will become exercisable or vested within 60 days of the date of this table.
(7)	Includes (i) 211 outstanding ordinary shares, and (ii) 6,820 ordinary shares subject to options currently exercisable or options and/or RSUs that will become exercisable or vested within 60 days of the date of this table.
(8)	Includes (i) 249 outstanding ordinary shares, and (ii) 6,820 ordinary shares subject to options currently exercisable or options and/or RSUs that will become exercisable or vested within 60 days of the date of this table.
(9)	Includes (i) 950 outstanding ordinary shares, and (ii) 7,022 ordinary shares subject to options currently exercisable or options and/or RSUs that will become exercisable or vested within 60 days of the date of this table.
(10)	Includes (i) 255 outstanding ordinary shares, and (ii) 6,820 ordinary shares subject to options currently exercisable or options and/or RSUs that will become exercisable or vested within 60 days of the date of this table.
(11)	See footnotes (3)-(10).

Country of Principal Executive Offices	Israel
Foreign Private Issuer:	Yes
Disclosure Prohibited Under Home Country Law	No
Total Number of Directors	5
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	2	2	-	1
Part II: Demographic Background
Underrepresented Individual in Home Country Jurisdiction	1
LGBTQ+	-
Did Not Disclose Demographic Background	3

•

the Check-Cap Board’s belief that a “go it alone” scenario was not without significant risk and dilution to the Check-Cap shareholders, taking into account Check-Cap’s business, operational and financial prospects, including the most recent efficacy results from Check-Cap’s calibration studies not meeting the goal in order to proceed to the powered portion of the U.S. pivotal study, the likelihood of success in conducting a pivotal study and obtaining FDA approval, and the need to raise significant additional financing for future clinical and commercial development of Check-Cap;

•

the Check-Cap Board’s belief, given the risks associated with clinical development and, in particular, that deriving value from C-Scan would require a favorable future decision by the FDA with respect to the design of the powered portion of Check-Cap’s U.S. pivotal study, and based in part on the judgement, advice and analysis of Check-Cap advisors with respect to the potential strategic, financial and operational benefits of the Business Combination (which judgement was informed in part by the business, technical, financial and legal due diligence investigation performed by Check-Cap over several weeks with respect to Keystone), that Keystone’s commercial stage medical technology focused on providing end-to-end solutions for dental practitioners and tooth replacement procedures, along with the experience of its management and other personnel, would create more value for Check-Cap shareholders in the long term than Check-Cap could create as an independent stand-alone company;

•

the Check-Cap Board’s consideration of the valuation and business prospects of all other strategic transaction candidates involved in a comprehensive and thorough strategic review process that Check-Cap’s board and its financial advisors undertook, and Check-Cap Board’s collective view, in consultation with its financial advisors, that Keystone was the most attractive candidate for Check-Cap due to, among other things, Keystone being a commercial stage revenue generating medical device company, backing from a syndicate of reputable investors, experienced management team, and the sizeable potential market opportunity and growth potential for Keystone’s end-to-end solutions for dental practitioners and tooth replacement procedures, thereby providing existing Check-Cap shareholders a significant opportunity to participate in the potential growth of the combined company following the Business Combination;

•

Check-Cap Board’s belief that, as a result of arm’s length negotiations with Keystone and its representatives, it negotiated the most favorable Exchange Ratio for Check-Cap shareholders that Keystone was willing to agree to, and that the terms of the Business Combination Agreement include the most favorable terms to Check-Cap in the aggregate to which Keystone was willing to agree;

•

the Check-Cap Board’s consideration that New Parent will be led by an experienced senior management team from Keystone;

•

the potential for obtaining a superior offer from an alternative party and the risk of losing the proposed transaction with Keystone;

•

the likelihood that the Business Combination would be consummated;

•

the Check-Cap Board’s consideration of the financial analysis of Ladenburg and the oral opinion of Ladenburg orally delivered to the Check-Cap Board on August 15, 2023 (subsequently confirmed in writing on August 15, 2023), to the effect that, as of the date of such opinion, and based upon and subject to the various assumptions made, procedures followed, matters considered and limitations and qualifications on the scope of the review undertaken by Ladenburg, as set forth in its draft written opinion, the Exchange Ratio is fair, from a financial point of view, to the Check-Cap shareholders;

•

the Check-Cap Board’s consideration of the financial analysis of Variance and the opinion of Variance orally delivered to the Check-Cap Board on August 15, 2023 (subsequently confirmed in writing on August 15, 2023), to the effect that, as of the date of such opinion, and based upon and subject to the various assumptions made, procedures followed, matters considered and limitations and qualifications on the scope of the review undertaken by Variance, as set forth in its draft written opinion, the Exchange Ratio is fair, from a financial point of view, to the Check-Cap shareholders; and

•

the fact that the shares of New Parent Common Stock serving as Business Combination consideration are being registered with the SEC under both the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act and that New Parent intends to apply for listing of such shares on Nasdaq, which, taken together, should provide the vast majority of Check-Cap’s shareholders with a continued opportunity for liquidity.

•

the lack of sufficient capital to complete the powered portion of the Check-Cap U.S. pivotal study based on a proposed amended study protocol design, as well as the challenge of raising sufficient capital to complete the study under terms that would be more favorable to Check-Cap shareholders than the Business Combination with Keystone; and

•

the issues likely to be involved with pursuing a voluntary liquidation and that a voluntary liquidation would likely result in significantly less value to Check-Cap’s shareholders than the proposed transaction with Keystone should Keystone be successful in the commercialization of its tooth replacement solutions.

•

the fact that the Exchange Ratio, which is expected to result in Check-Cap shareholders immediately prior to the Business Combination owning approximately 15% of New Parent immediately following the Business Combination, on a fully-diluted basis (subject to adjustment based on Check-Cap’s net cash at closing), is financially attractive in light of Check-Cap’s stand-alone value, recent stock price and strategic alternatives, and the potential value of Keystone following the Business Combination;

•

the rights of, and limitations on, Check-Cap and Keystone under the Business Combination Agreement to consider certain unsolicited acquisition proposals under certain circumstances, should such party receive a “superior offer”;

•

the support agreement, pursuant to which certain stockholders of Keystone have agreed, solely in their capacity as stockholders of Keystone, to vote all of their shares of Keystone common stock in favor of the approval of the Business Combination Agreement;

•

the Check-Cap Board’s belief that the terms of the Business Combination Agreement, including the parties’ representations, warranties and covenants, deal protection provisions and the conditions, are reasonable for a transaction of this nature; and

•

Check-Cap’s right to sell assets related to its C-Scan technology, subject to certain limitations, provided that the transaction is entered into prior to the closing of the Business Combination Agreement, and include cash proceeds from the sale of the C-Scan assets (received by Check-Cap at or prior to the Closing Date, or to which Check-Cap is contractually entitled as of the Closing Date to receive within 90 days following the Closing Date) as part of the Check-Cap net cash calculation or to the extent that the closing of the sale of the C-Scan assets shall occur following the Closing Date, such cash proceeds shall be distributed by Keystone to the legacy Check-Cap shareholders.

•

the possibility that Check-Cap’s shareholders may not approve the Business Combination;

•

the fact that the Exchange Ratio may be adjusted to the extent Check-Cap’s net cash at Closing is lesser or greater than the net cash target;

•

the $1.5 million termination fee (plus up to $1.5 million of expenses) payable by Check-Cap to Keystone upon the occurrence of certain events and the potential effect of such termination fee in deterring other potential acquirers from proposing an alternative transaction that may be more advantageous to Check-Cap shareholders;

•

the $4.0 million termination fee (plus up to $1.0 million of expenses) payable by Keystone to Check-Cap upon the occurrence of certain events and the likelihood the receipt of the termination fee from Keystone will only offset a portion of expenses incurred by Check-Cap in connection with the Business Combination;

•

the substantial expenses incurred and to be incurred by Check-Cap in connection with the Business Combination;

•

the possible volatility of the trading price of the Check-Cap ordinary shares resulting from the announcement of the Business Combination;

•

the risks that the Business Combination might not be consummated in a timely manner or at all and the potential effect of the public announcement of the Business Combination or failure to complete the Business Combination on the reputation of Check-Cap;

•

the strategic direction of New Parent following the Closing of the Business Combination;

•

the likelihood that Check-Cap shareholders may not receive any value for the C-Scan assets;

•

the likelihood of disruptive shareholder litigation following announcement of the Business Combination;

•

the fact that the proposed transaction might be taxable to Check-Cap’s Israeli shareholders upon consummation of the Israeli Merger, absent receipt of appropriate tax rulings. The receipt of such rulings is a condition to closing. See the section entitled “Business Combination — Material Israeli Tax Consequences of the Business Combination — Tax Rulings” beginning on page 45 of this Proxy Statement;

•

the risk that the Business Combination may not be completed despite the parties’ efforts or that the closing may be unduly delayed and the effects on Check-Cap as a standalone company because of such failure or delay, and that a more limited range of alternative strategic transactions may be available to Check-Cap in such an event and its likely inability to raise additional capital through the public or private sale of equity securities; and

•

the various other risks associated with the combined company and the Business Combination, including those described in the sections entitled “Risk Factors” in the New Parent Prospectus and “Cautionary Statement Regarding Forward-Looking Statements” in this Proxy Statement.

•

Reviewed the Business Combination Agreement;

•

Reviewed and analyzed certain publicly available financial and other information for each of Check-Cap and Keystone, respectively, including equity research on comparable companies, and certain other relevant financial and operating data furnished to Ladenburg by the Check-Cap Board and Keystone management, respectively;

•

Reviewed and analyzed certain financial terms of the Business Combination Agreement as compared to the publicly available financial terms of certain selected business combinations deemed relevant;

•

Discussed with certain members of the Check-Cap Board and Keystone management the historical and current business operations, financial condition and prospects of Check-Cap and Keystone, respectively;

•

Reviewed and analyzed certain operating results of Keystone as compared to operating results and the reported price and trading histories of certain publicly traded companies that Ladenburg deemed relevant;

•

Reviewed and analyzed certain financial terms of the Business Combination Agreement as compared to the publicly available financial terms of certain selected business combinations that we deemed relevant;

•

Reviewed and analyzed certain financial terms of completed initial public offerings for certain companies that Ladenburg deemed relevant;

•

Reviewed certain pro forma financial effects of the Israeli Merger;

•

Reviewed and analyzed certain internal financial analyses, including the cash burn model over the next year, projections as to cost and expenses and whether concurrent capital raised would sufficiently cover select programs, reports, preliminary internal market opportunity assumptions and other information concerning Keystone as prepared by Keystone, which were further revised by Check-Cap and utilized as instructed by the Check-Cap Board; and

•

Reviewed and analyzed such other information and such other factors, and conducted such other financial studies, analyses and investigations, as Ladenburg deemed relevant for the purposes of rendering the Ladenburg Opinion.

Company Name		Enterprise Value ($M)				2024E Revenue ($M)				2025E Revenue ($M)				EV / 2024E Revenue				EV / 2025E Revenue
Align Technology, Inc.		$	26,689			$	4,438			$	4,944				6.0	x			5.4	x
AxoGen, Inc.			300				175				198				1.7	x			1.5	x
DENTSPLY SIRONA Inc.			10,082				4141				4288				2.4	x			2.4	x
Envista Holdings Corporation			6,333				2794				2945				2.3	x			2.2	x
OrthoPediatrics Corp.			815				178				211				4.6	x			3.9	x
Paragon 28, Inc.			1,237				260				310				4.8	x			4.0	x
Pulmonx Corporation			310				77				92				4.0	x			3.4	x
SI-BONE, Inc.			726				158				188				4.6	x			3.9	x
Silk Road Medical, Inc			670				224				264				3.0	x			2.5	x
Straumann Holding AG			25,434				3,121				3,475				8.1	x			7.3	x
Treace Medical Concepts, Inc.			993				243				293				4.1	x			3.4	x
ZimVie Inc.			799				554				854				1.4	x			0.9	x

Closed Date

Target

Acquirer

Implied Enterprise Value ($mm)

EV / Revenue Multiple

Pending

S.I.N. Implant System

Henry Schein

$

300.0

4.9x

4/11/2023

Osstem Implant

MBK Partners / Unison

2,296.8

2.7x

7/14/2021

Elos Medtech

TA Associates

222.9

2.9x

4/1/2020

ExoCad

Align Technology

430.0

6.8x

3/27/2018

DIO Corporation

Dio Holdings

758.5

8.5x

2/21/2018

Zest Dental Solutions

BC Partners

593.0

6.2x

9/20/2016

MIS Implants

Dentsply Israel

375.0

4.7x

2/29/2016

Sirona Dental

Dentsply

5,826.5

5.1x

12/11/2014

Nobel Biocare

Danaher

2,040.2

2.8x

Year:		2023				2024				2025				2026				2027				2028				2029				2030				2031				2032				2033
Number:			46				47				56				62				75				89				105				124				144				161				183

Year:		2023				2024				2025				2026				2027				2028				2029				2030				2031				2032				2033
Revenue:		$	9.2			$	13.3			$	17.7			$	21.8			$	24.8			$	27.8			$	31.1			$	35.2			$	39.7			$	44.7			$	50.6

•

The forecast addresses Keystone’s commercial products, including its broad implant portfolio and biomaterials, as well as the revenue generated from Nexus iOS;

•

Keystone modeled the revenue forecasts based on NORAM and the rest of the world (RoW) sales, which forecasts were accepted by the Check-Cap board;

•

The Check-Cap board agreed with Keystone’s assumption that the revenue will continue growing relatively fast until 2033;

•

Though projections extending past 2-3 years are highly uncertain and can be unreliable, the Check-Cap board believed, based on the performance of the Selected Publicly Traded Companies, and the assumption that Keystone would continue to develop and introduce innovative new products that would gain acceptance in existing and new markets, that Keystone’s consolidated revenues could reasonably be expected to average a 19.0% growth rate between the years of 2023 through 2027, while decreasing to average approximately 17% year over year from 2028 to 2033;

•

Check-Cap modified the Keystone revenue model from assuming fixed prices beginning in 2028 to assume erosion in selling prices over time, due to entry of competitors and new competing technologies, resulting in an anticipated decrease by an average of 4.1% year after year until 2033;

•

Check-Cap increased research and development expenses by 1.0% to 2.0% between the years of 2028 and 2033 to support the increase in revenues and the probability of future competition. The increase was based on the Check-Cap Board’s experience in other companies in the medical field, where the rate of spending on R&D is higher than what was contemplated by the Keystone model;

•

COGS is based on a percentage of net sales dependent on either Implants & Biomaterials or Nexus that continuously increases throughout 2033. Specifically, COGS is separated between the Implant & Bio businesses and the Nexus business. In respect of the Implant & Bio businesses, COGS as a percentage of net sales (defined as revenue, for these purposes) decreases by approximately 0.5% per year under the assumptions of a price increase, increased buying power, and efficiencies in Keystone’s manufacturing process. In respect of the Nexus business, COGS as a percentage of net sales decreases significantly through the first half of the period of our plan as Keystone is expected to leverage its production capacity. During the second half of the period of the plan, Keystone expects modest year-over-year decreases in COGS for the same reasons as those described above for the Implant & Bio businesses. These assumptions are subject to the risks of freight and supply chain challenges, any substantial increase in the cost of materials, and that Keystone may be unable to implement efficiencies in its manufacturing processes; and

•

Sales and marketing costs are calculated as a percentage of total revenue that continues to slightly decline throughout the forecasted period. In that regard, the percentage of revenues was not used to calculate the sales and marketing costs. Such costs increase as the number of direct sales representatives increase to drive the revenue over the period of the plan, and even though the calculated percentage of revenue decreases in absolute value, Keystone increases its sales and marketing costs in support of incremental headcount and marketing activities. The assumptions underlying such expected costs are subject to the risks of Keystone’s ability to attract, hire and retain qualified talent based on the available candidate pool and the launch of effective marketing campaigns.

($ in millions)

Years		2023				2024				2025				2026				2027				2028				2029				2030				2031				2032				2033
Revenue		$	70.7			$	81.8			$	99.1			$	119.7			$	144.3			$	166.5			$	196.0			$	229.5			$	269.9			$	316.2			$	365.9
COGS and R&D(1)		$	36.0			$	39.7			$	48.1			$	57.4			$	69.0			$	80.1			$	94.4			$	112.4			$	132.0			$	153.9			$	177.4
Other Expenses(2)		$	41.0			$	42.1			$	48.2			$	54.9			$	62.7			$	70.6			$	80.3			$	90.9			$	102.8			$	112.7			$	122.9
EBITDA(3)		$	(6.3	)		$	(0.0	)		$	2.8			$	7.4			$	12.6			$	15.9			$	21.3			$	26.3			$	35.0			$	49.6			$	65.5
(Taxes)			—				—			$	0.8			$	2.1			$	3.5			$	4.4			$	6.0			$	7.4			$	9.8			$	13.9			$	18.4
Depreciation & Amortization		$	1.1			$	1.4			$	1.9			$	2.3			$	2.5			$	2.6			$	2.7			$	2.8			$	2.6			$	2.1			$	1.8
(Investments in Capex)		$	1.2			$	3.7			$	4.8			$	2.0			$	1.8			$	1.7			$	1.3			$	2.0			$	1.5			$	1.3			$	2.8
Unlevered Free Cash Flow(4)		$	(6.4	)		$	(2.3	)		$	(0.8	)		$	5.7			$	9.8			$	12.3			$	16.8			$	19.7			$	26.3			$	36.5			$	46.2

(1)

Projected R&D amounts, which are currently equal to approximately 6% of revenues, are expected to increase during the period to 10% of projected revenues (based on management’s belief that this increase is necessary to maintain Keystone’s competitive advantage) and are assumed to average 8% of projected revenues over the course of the plan. Such amounts are subject to, among other things, revenue and gross profit growth, as well as the limitations in attracting, hiring and retaining members of our R&D department.

(2)

Other Expenses include sales and marketing expenses, general and administrative expenses, and regulatory and quality assurance expenses. Sales and marketing costs are primarily driven by increased sales staff in North America, Israel and Australia, and incremental marketing spending to support growth. General and administrative costs include incremental staff and fees related to being a publicly-traded company, as well as the increase in staff over the course of the plan to support the growth of Keystone’s business. Regulatory and quality assurance costs are expected to remain stable over the course of the plan, as Keystone expects such items to remain stable. In the event that additional regulatory requirements become applicable, Keystone may need to increase (temporarily or permanently) its headcount to handle such requirements.

(3)

EBITDA is a non-GAAP financial measure defined as the earnings before interest, taxes, depreciation, and amortization. EBITDA is used as an alternate measure of cash profit generated by the company’s operations. The term EBITDA was used to assess the corporate profitability net of expenses and to evaluate a company’s operating performance. EBITDA is a variation of operating income that excludes non-cash expenses, which is the most directly comparable measure calculated in accordance with GAAP. This measure should not be considered as an alternative to operating income or other measures derived in accordance with GAAP. Each of Keystone, Check-Cap and New Parent believes the use of EBITDA provides an additional tool for investors and potential investors to use in evaluating its ongoing liquidity results and trends, but caution that EBITDA should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP.

(4)

Unlevered free cash flow is a non-GAAP financial measure defined as net operating profit after tax (NOPAT), less capital expenditures, plus depreciation and amortization, and less change in net working capital. Unlevered Free Cash Flow is a non-GAAP financial measure as it excludes amounts included in cash flow from operations, the most directly comparable measure calculated in accordance with GAAP. This measure should not be considered as an alternative to cash flow from operations or other measures derived in accordance with GAAP. The term Unlevered Free Cash Flow is used in financial modeling to determine the enterprise value of a firm and conduct a discounted cash flow analysis to evaluate comparable companies in a similar manner. In the model above, Keystone’s Unlevered Free Cash Flow is calculated by taking NOPAT and subtracting out taxes, adding back Keystone’s depreciation and amortization costs and subtracting out its investments in capital expenditures. Keystone’s projected operating profit is based on expected revenue growth, margin expansion and operational efficiencies that could be limited by unforeseen market changes or operational challenges that could materially impact actual operating income. Ladenburg assumed a consistent effective tax rate for the forecasted period however, changes in tax laws, regulations or unanticipated tax obligations could lead to variations in actual tax expenses. The model assumes a consistent depreciation and amortization schedule based on the current assets but could be materially altered if there are any large acquisitions of depreciable assets or changes in depreciation methods in the future. Capital expenditures are based on planned investments or other expected maintenance requirements but is limited by any unexpected investments in the future. Additional limitations to Unlevered Free Cash Flow may include but are not limited to, unpredictable macroeconomic conditions, evolution of the competitive landscape and changes in industry regulations or standards. Each of Keystone, Check-Cap and New Parent believes the use of Unlevered Free Cash Flow provides an additional tool for investors and potential investors to use in evaluating its ongoing liquidity results and trends, but caution that unlevered free cash flow should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP.

•

reviewed audited financial statements of Keystone for fiscal years ended December 31, 2020-2022 and Q1 2023;

•

reviewed audited financial statements of Check-Cap for fiscal years ended December 31, 2020-2022 and the first six months ended June 30, 2023;

•

performed analysis of Check-Cap's financial strength and its ability to meet its financial obligations;

•

reviewed information provided to Variance by the managements of Check-Cap and Keystone; including certain financial forecasts and estimates, internal financial analyses, budgets, reports and other information (the "Forecasts");

•

held discussions with various members of senior management of Check-Cap and Keystone concerning historical and current operations, financial conditions and prospects, including recent financial performance;

•

reviewed the recent share trading price history of Check-Cap; and

•

reviewed the Ladenburg Opinion presentation to the Check-Cap Board implied by Ladenburg related to the transaction.

•

Market Penetration and Consumer Adoption: Recognizing the competitive dynamics and consumer behavior in the dental care market, Variance’s assumptions account for the gradual market penetration of the Keystone product and the time it takes for consumers to adopt innovative dental solutions. Keystone’s revenue projections were modified on the basis that comparable companies grow at a rapid pace in the first few years of penetration until companies generally achieve their highest market share. Therefore, Variance deemed 2-3 years to be a less appropriate timeframe, and opted to use a longer period which considers the time it would take for the product to reach a steady state.

•

Research and Development Cycles: As the product is still in early stages, it may involve ongoing research and development; accordingly, Variance’s assumptions consider the timeline for introducing enhancements and updates to maintain competitiveness and meet evolving consumer needs.

•

Professional Endorsements and Partnerships: Keystone is seeking to establish partnerships with dental professionals and clinics to enhance market penetration. These efforts take time, and Variance’s assumptions reflect the phased impact on operating profit.

All amounts in $ Million			H22023				2024				2025				2026				2027				2028				2029				2030				2031				2032				2033				2034
Operating Profit			(3.3	)			(0.0	)			2.8				7.4				12.6				19.2				27.4				37.6				50.8				68.6				89.7				92.4
Income Taxes			0.0				0.0				0.0				0.0				0.0				0.0				0.0				0.0				0.0				(3.1	)			(24.2	)			(24.9	)
Net Operating Profit after Taxes			(3.3	)			(0.0	)			2.8				7.4				12.6				19.2				27.4				37.6				50.8				65.5				65.5				67.4
Depreciation			0.7				1.6				2.0				2.4				2.9				3.5				4.2				5.0				6.0				7.1				8.4				8.7
Capital Expenditures			(0.7	)			(1.6	)			(2.0	)			(2.4	)			(2.9	)			(3.5	)			(4.2	)			(5.0	)			(6.0	)			(7.1	)			(8.4	)			(8.7	)
WC Investment (Increase)/Decrease			0.0				(1.2	)			(1.9	)			(2.3	)			(2.7	)			(3.2	)			(3.8	)			(4.5	)			(5.3	)			(6.2	)			(7.4	)			(1.4	)
Available Cash Flow			(3.3	)			(1.2	)			0.9				5.2				9.9				16.0				23.6				33.1				45.5				59.3				58.0				66.1
Residual Value																																															618.5
PV of Available Cash Flow			(3.1	)			(1.1	)			0.7				3.6				6.0				8.6				11.1				13.7				16.5				18.8				16.2				167.4

All amounts in $ Million			H22023				2024				2025				2026				2027				2028				2029				2030				2031				2032				2033				2034
Operating Profit			(3.3	)			0.0				3.1				7.5				12.3				18.1				25.6				34.6				44.7				55.4				62.5				64.4
Income Taxes			0.0				0.0				0.0				0.0				0.0				0.0				0.0				0.0				0.0				0.0				(13.2	)			(17.4	)
Net Operating Profit after Taxes			(3.3	)			(0.0	)			3.1				7.5				12.3				18.1				25.6				34.6				44.7				55.4				49.3				47.0
Depreciation			0.7				1.6				1.9				2.2				2.6				3.0				3.6				4.2				4.8				5.3				5.7				5.9
Capital Expenditures			(0.7	)			(1.6	)			(1.9	)			(2.2	)			(2.6	)			(3.0	)			(3.6	)			(4.2	)			(4.8	)			(5.3	)			(5.7	)			(5.9	)
WC Investment (Increase)/Decrease			(0.1	)			(1.0	)			(1.6	)			(1.8	)			(2.2	)			(2.7	)			(3.3	)			(3.6	)			(3.5	)			(3.1	)			(2.4	)			(1.0	)
Available Cash Flow			(3.3	)			(1.0	)			1.6				5.7				10.1				15.4				22.3				31.0				41.2				52.3				46.9				46.0
Residual Value																																															431.1
PV of Available Cash Flow			(3.2	)			(1.1	)			1.3				4.0				6.3				8.4				10.6				12.9				15.0				16.7				13.1				116.7

All amounts in $ Million		Management Approach				Conservative Approach
Fair Value of operations			258				201
Non-operational assets			11				11
Non-operational liabilities			(40	)			(40	)
Equity Fair Value			229				171

All amounts in $M		Align Technology, Inc.				Henry Schein, Inc.				Apyx Medical Corporation				DENTSPLY SIRONA Inc.				Straumann Holding AG				Envista Holdings Corporation				ZimVie Inc.				Average
Ticker		NasdaqGS: ALGN				NasdaqGS: HSIC				NasdaqGS: APYX				NasdaqGS: XRAY				SWX: STMN				NYSE: NVST				NasdaqGS: ZIMV
Revenues LTM			3,737				12,528				44				3,936				2,510				2,582				894
Revenues FY+1			3,941				12,847				60				3,954				2,750				2,638				850
Market Cap			27,059				10,624				174				8,503				25,848				5,540				296
EV			26,159				13,382				168				10,483				25,852				6,420				780
Revenue Ratio LTM			7.00	x			1.07	x			3.79	x			2.66	x			10.30	x			2.49	x			0.87	x			4.03	x
Revenue Ratio FY+1			6.64	x			1.04	x			2.81	x			2.65	x			9.40	x			2.43	x			0.92	x			3.70	x

All amounts in $ Million		LTM				2023			Average
Keystone Revenue			63.7				70.7
Revenues Multiple			4.03	x			3.70	x
Operating Value			256.6				261.4
Non-Operational assets, net			(29.5	)			(29.5	)
Equity Value			227.1				232.0		229.5

All amounts in $ million		Scenario 1				Scenario 2
Financial Assets			32.7				32.7
Financial Liabilities			(3.7	)			(3.7	)
Free Cash Flow			(7.7	)			(7.7	)
Public Vehicle Value			5				8
Check-Cap Equity Value			26.2				29.2

Summary		Keystone				Check-Cap				Combined				Check-Cap %
Scenario 1			171				17				188				8.9	%
Scenario 2			171				29				201				14.6	%
Scenario 3			230				17				246				6.8	%
Scenario 4			230				29				259				11.3	%

•

Merger Proposal. Check-Cap and Israeli Merger Sub are required to file with the Israeli Companies Registrar a “merger proposal” setting forth specified details with respect to the Israeli Merger, within three days after the calling of the Meeting.  Check-Cap and Israeli Merger Sub filed the merger proposal with the Israeli Companies Registrar on November 5, 2023. Under the Companies Law, a minimum of 50 days must elapse from the date of the filing of the merger proposal by both merging companies with the Israeli Companies Registrar before the Israeli Merger can become effective, although the Israeli Merger may not be effective until the expiration of 30 days from the date of the approval of the Israeli Merger by Check-Cap’s shareholders.

•

Notice to Creditors. In addition, each of Check-Cap and Israeli Merger Sub is required to notify its creditors, if any, of the proposed merger. Pursuant to the Companies Law, a copy of the merger proposal must be sent to the secured creditors of each company within three days after the merger proposal is filed with the Israeli Companies Registrar, and, within four business days of such filing, known material creditors (if any) must be informed individually by registered mail of such filing and where the merger proposal can be reviewed. Non-secured creditors must be informed of the merger proposal by publication in two daily Hebrew newspapers circulated in Israel on the day that the merger proposal is filed with the Israeli Companies Registrar and, where necessary, elsewhere, and by making the merger proposal available for review. If a merging company has material creditors in a non-Israeli country, then publication of notice in a newspaper in such country is required within three business days after the merger proposal is filed with the Israeli Companies Registrar.

•

Check-Cap Post-Closing Dividend.  Following the Closing, New Parent wishes to have Check-Cap, which will be a wholly-owned subsidiary of New Parent, distribute substantially all of its cash to New Parent (which we refer to as the Check-Cap Dividend). Under the Companies Law, a company may make a distribution only to the extent of its ‘profits’ (as defined in the Companies Law), unless a court approves the distribution. Check-Cap does not have sufficient ‘profits’ to make such intended distribution. Accordingly Check-Cap agreed in the Business Combination Agreement to prepare and file with the applicable Israeli District Court, in coordination with New Parent, a request for approval of the distribution of the Check-Cap Dividend pursuant to Section 303 of the Companies Law and to take such other steps as are reasonably necessary in connection therewith. On September 7, 2023, Check- Cap filed with the District Court of Haifa such request for approval of the distribution of a dividend. The court may approve the distribution if it is convinced that there is no reasonable concern that the payment of a dividend will prevent Check-Cap from satisfying its existing and foreseeable obligations as they become due. Accordingly, the board of directors of Check-Cap has declared and approved the distribution, subject to and following the Closing, of a dividend in the amount of $21.3 million, being Check-Cap’s estimated cash as of the Closing, including an amount for the redemption of all of the Check-Cap redeemable warrants, net of estimated liabilities of Check-Cap, i.e., the foreseeable obligations of Check-Cap through closing, which will be distributable by the Israeli Surviving Company following the Closing, subject to the approval of the Israeli District Court (or any appeal instance). If such court approval is conditioned upon Check-Cap undertaking material obligations or restrictions, Check-Cap may not agree to such obligations or restrictions without the prior written consent of Keystone (which consent shall not be unreasonably withheld, conditioned or delayed), provided that in no event would Check-Cap be required to undertake any material obligations or restrictions prior to the Closing.

•

ISA No-Action Approval. The Business Combination Agreement provides that New Parent will prepare, in coordination with Check-Cap, and file with the ISA an application for, and will use commercially reasonable efforts to obtain, an exemption and no-action letter from the ISA from the requirements of the Israeli Securities Law concerning the publication of a prospectus in Israel in respect of the offering of the New Parent Common Stock of New Parent to be issued to the Check-Cap shareholders and, to the extent necessary, the Keystone stockholders to whom the Israeli Securities Law applies. On September 14, 2023, New Parent filed an application with the ISA for such exemption and no-action letter, and on November 6, 2023, the ISA provided New Parent such exemption and no-action letter.

		2022				2021
Audit Fees (1)		$	110,000			$	140,000
Tax Fees (2)		$	15,264			$	5,060
Other Fees (3)		$	4,070			$	2,961
Total		$	129,339			$	148,021

(1)	The audit fees for the years ended December 31, 2022 and 2021 were for professional services rendered for the audits of our financial statements, consents and in connection with certain of our filings with the SEC.

(2)	Tax fees for the year ended December 31, 2022, are for services rendered by our auditors in connection with a tax audit and tax study. Tax fees for the year ended December 31, 2021 are for services rendered by our auditors in connection with a tax audit.

(3)	Other fees for the year ended December 31, 2022 and 2021, are for services rendered by our auditors in connection with a benchmark study.

	●	The Company Director Nominees are exceptionally qualified directors with diverse skills and decades of expertise across the medical device and pharmaceutical industry, as well as in capital markets, M&A and strategic business development in the U.S., Europe and Israel.
	●	The Company Director Nominees, all of whom are independent directors and without any conflict of interest, have diligently overseen the Company through the recent developments in its business and an extensive and thorough strategic process, in order to create long-term value for the Company’s shareholders, resulting in the signing of the Business Combination Agreement with Keystone.   The Check-Cap Board believes the Keystone transaction provides the Check-Cap shareholders with a significant opportunity to participate in the potential growth of the combined company following the completion of the Business Combination.
	●	Re-election of the Company Director Nominees brings certainty and proven knowledge of the Company as it delivers the Business Combination Agreement to deliver long-term value to Check-Cap shareholders.

	●		Symetryx is an activist shareholder with a history of dubious behavioral patterns – and has launched a disruptive and damaging campaign in order to jeopardize the Keystone transaction, to gain access to the Company’s cash and pursue an alternate transaction with a party affiliated to Symetryx, in direct contravention of the best interests of the Company’s shareholders.
	●		Symetryx acquired all of its shares in Check-Cap following the June 6, 2023 announcement that following review, the Check-Cap Board had determined that it was appropriate to pursue strategic options, in order to make a quick profit by gaining access to the Company’s cash reserves for its own benefit, at the expense of substantial long-term value creation potential for other Check-Cap shareholders.
	●		Symetryx’s goal is to remove all five Company directors – all of whom are independent and non-conflicted and whose skills are critical to Board oversight – and replace them with five conflicted directors, whose sole purpose for appointment is to obstruct the consummation of the Business Combination in order to pursue a transaction with such party affiliated to Symetryx.
	●		Symetryx has presented NO strategic plan and NO vision for Check-Cap’s future.  The Check-Cap Board strongly believes that Symetryx’s campaign to take control of the Check-Cap Board is highly opportunistic and self-interested, and puts shareholders’ investment at risk by threatening to dismantle the proposed Business Combination with Keystone and destroy value for Check-Cap’s shareholders.
	●		The Shareholder Director Nominees predominantly have no listed company experience, and bring no proven management experience to deliver long-term value for Check-Cap shareholders.

By Order of the Board of Directors,   /s/ Steven Hanley   Steven Hanley Chairman of the Board of Directors