Item 4 — Purpose of Transaction
The Reporting Persons acquired beneficial ownership through the Share Purchase Agreement described in Item 3. Michael Williams was appointed Chairman of the Board of the Issuer effective September 18, 2026, and the Board was reconstituted pursuant to the Share Purchase Agreement. MWP holds the Option described in Item 6 and may exercise it. The Reporting Persons control a majority of the Issuer's voting power and intend to vote at the upcoming annual meeting on the election of directors and the Stock Incentive Plan. The Reporting Persons may consider additional acquisitions or dispositions of securities depending on market conditions, business prospects, and other factors, and reserve the right to change their plans or proposals at any time. The Option was granted to MWP effective September 18, 2026 and is described in Item 6. On September 24, 2026, at a separate meeting of the Board of Directors, the Board adopted the Issuer's 2026 Stock Incentive Plan (the "Stock Incentive Plan"). Under the Stock Incentive Plan, up to 33,000,000 shares of Common Stock are reserved for issuance pursuant to awards to employees, officers, directors, and consultants of the Issuer. The Stock Incentive Plan will be submitted to a vote of the Issuer's shareholders at an annual meeting expected to be held before the end of 2026. At the Special Meeting held on September 18, 2026, the Issuer adopted a shareholder rights plan (the "Rights Plan"), as further described in Item 6.