雅虎香港財經 SYMETRYX SEEKS TO CHANGE BOARD AND MAXIMIZE SHAREHOLDER VALUE
TORONTO, Oct. 17, 2023 /CNW/ - Today, Symetryx Corporation ("Symetryx") announces that it has sent a demand letter on September 29, 2023 in its capacity as a shareholder of more than 5% to CHECK-CAP Ltd. ("Check-Cap" or the "Company") in order to have shareholders of the Company approve a resolution to change the board.
Symetryx is of the view that the Company's existing board of directors is making irrational and unreasonable business decisions and fails to oversee the 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 operations and benefits 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's revenues for 2022 and given the pessimistic prospective growth. We have significant concerns that the 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 therewith provide no clarity as to the future of the Company's intellectual property, which we view as very concerning.
The Company's cash burn rate, which is expected to be over $15,000,000 from June 2023 through the BCA consummation date while the Company is effectively not conducting any business, is in our view highly excessive and raises major concerns.
We believe that our proposed highly experienced directors will be able to cut down on the Company's excessive burn rate, substantially reduce it and help the Company to navigate through these uncertain times.
Symetryx has proposed the following directors, each to serve until the Company's next general annual meeting of shareholders: Jordan Lipton, Avital Shafran, Idan Ben Shitrit, William Vozzolo and Lilian Malczewski.
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. 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.
Moreover, Section 8.1(g) of the BCA required financial statements of Keystone to be delivered within 45 days of August 16, 2023. We are now at 64 days and the Company has not provided such financial statements. This is wholly unacceptable as shareholders are unable to assess the fundamentals of the BCA.
Symetryx is open to discussing alternatives with management and other shareholders of Check-Cap.
SPECIAL NOTE REGARDING THIS ANNOUNCEMENT:
THIS ANNOUNCEMENT CONTAINS OUR CURRENT VIEWS ON THE VALUE OF SECURITIES OF CHECK-CAP AND CERTAIN ACTIONS THAT ITS BOARD OF DIRECTORS MIGHT TAKE TO ENHANCE THE VALUE OF ITS COMMON STOCK. OUR VIEWS ARE BASED ON OUR OWN ANALYSES OF PUBLICLY AVAILABLE INFORMATION AND ASSUMPTIONS WE BELIEVE TO BE REASONABLE. THERE CAN BE NO ASSURANCE THAT THE INFORMATION WE CONSIDERED AND ANALYZED IS ACCURATE OR COMPLETE. SIMILARLY, THERE CAN BE NO ASSURANCE THAT OUR ASSUMPTIONS ARE CORRECT. THE ACTUAL PERFORMANCE AND RESULTS OF CHECK-CAP MAY DIFFER MATERIALLY FROM OUR ASSUMPTIONS AND ANALYSES.
THIS ANNOUNCEMENT ALSO REFERENCES THE SIZE OF SYMETRYX'S CURRENT HOLDINGS OF CHECK-CAP. SYMETRYX'S VIEWS AND OUR HOLDINGS COULD CHANGE AT ANY TIME. WE MAY TAKE ANY OF THESE OR OTHER ACTIONS REGARDING CHECK-CAP WITHOUT UPDATING THIS ANNOUNCEMENT OR PROVIDING ANY NOTICE WHATSOEVER OF ANY SUCH CHANGES (EXCEPT AS OTHERWISE REQUIRED BY LAW). WE MAY SELL SOME OR ALL OF OUR CHECK-CAP SHARES AT ANY TIME WITHOUT NOTICE.
FORWARD-LOOKING STATEMENTS:
Certain statements contained in this announcement are forward-looking statements including, but not limited to, statements that are predications of or indicate future events, trends, plans or objectives. Undue reliance should not be placed on such statements because, by their nature, they are subject to known and unknown risks and uncertainties. Due to such risks and uncertainties, actual events or results or actual performance may differ materially from those reflected or contemplated in such forward-looking statements. Forward-looking statements can be identified by the use of the future tense or other forward-looking words such as "believe," "might, "expect," "anticipate," "intend," "plan," "estimate," "should," "could," "may," "will," "objective," "projection," "forecast," "continue," "strategy," "position" or the negative of those terms or other variations of them or by any comparable terminology.
Important factors that could cause actual results to differ materially from the expectations set forth in this announcement include, among other things, the factors identified in the public filings of Check-Cap and other information generally available in the market. Such forward-looking statements should therefore be construed considering such factors, and Symetryx is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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SOURCE Symetryx Corp
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