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Important Additional Information and Where to Find It
In
connection with the business combination between Keystone Dental Holdings, Inc. (Keystone) with Check-Cap Ltd. (Check-Cap), a newly formed wholly
owned subsidiary of Keystone (Keystone Parent) has filed with the SEC a registration statement on Form S-4 that has been declared effective by the SEC, and constitutes a prospectus with respect to
shares of common stock of Keystone Parent to be issued in the business combination, and Check-Cap has delivered a proxy statement to its shareholders in connection with the annual meeting of its shareholders. Check-Cap and Keystone Parent may also file other documents with the SEC regarding the business combination. This filing is not a substitute for the prospectus or any other document which Keystone Parent or Check-Cap may file with the SEC. INVESTORS, KEYSTONE SECURITY HOLDERS AND CHECK-CAP SECURITY HOLDERS ARE URGED TO READ THE PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE
OR WILL BE FILED BY KEYSTONE PARENT OR CHECK-CAP WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE BUSINESS COMBINATION AND RELATED MATTERS. Investors, Keystone security holders and Check-Cap security holders can also obtain free copies of the prospectus and other documents containing
important information about Check-Cap, Keystone and the business combination that are or will be filed with the SEC by Check-Cap or Keystone through the website
maintained by the SEC at www.sec.gov.
Participants in the Solicitation
Check-Cap, Keystone Parent and their respective directors and executive officers may be deemed under SEC rules to be
participants in the solicitation of proxies from the shareholders of Check-Cap in connection with the business combination. Information about Check-Caps directors
and executive officers is set forth in Check-Caps Annual Report on Form 20-F for the year ended December 31, 2022, which was filed with the SEC on March 31, 2023.
Investors, Keystone security holders and Check-Cap security holders and other readers should read the prospectus and the proxy statement carefully before making any voting or investment decisions.
No Offer or Solicitation
This communication is not
intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the
U.S. Securities Act of 1933, as amended.
Legal Notice Regarding Forward-Looking Statements
Certain statements in this document may constitute forward-looking statements. Forward-looking statements include, but are not limited to,
statements regarding expectations, hopes, beliefs, intentions or strategies of Check-Cap and/or Keystone Dental regarding the future including, without limitation, statements regarding Keystones
prospects, financial results, technology and the benefits of tooth replacement solutions, expectations regarding the ownership structure of the combined company, and the structure, timing and completion of the proposed business combination. In
addition, any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words anticipate, believe,
continue, could, estimate, expect, intend, may, might, plan, possible, potential, predict, project,
should, strive, would, aim, target, commit, and similar expressions may identify forward-looking statements, but the absence of these words does not mean that statement is not
forward looking. Forward-looking statements are based on current expectations and assumptions that, while considered reasonable are inherently uncertain. New risks and uncertainties may emerge from time to time, and it is not possible to predict all
risks and uncertainties. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, various factors beyond