Item 4 — Purpose of Transaction
The responses to Items 3 and 6 of this Schedule 13D are incorporated herein by reference. Pursuant to the Agreement and Plan of Merger, dated December 30, 2024 (the "Merger Agreement"), by and among the Issuer, Grape Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of the Issuer ("First Merger Sub"), Grape Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Issuer ("Second Merger Sub"), and Nova Pharmaceuticals, Inc., a Delaware corporation ("Nova"), on December 30, 2024 (the "Closing"), the Issuer acquired Nova. In accordance with the Merger Agreement, First Merger Sub merged with and into Nova (the "First Merger"), with Nova surviving as a wholly owned subsidiary of the Issuer. Following the First Merger and as part of the same overall transaction as the First Merger, Nova merged with and into Second Merger Sub (the "Second Merger" and, together with the First Merger, the "Merger"), with Second Merger Sub being the surviving entity of the Second Merger and renamed Nova Pharmaceuticals Operating, LLC (the "Surviving Company"). At the Closing, the Reporting Person acquired 1,841.92 shares of Series B Non-Voting Convertible Preferred Stock ("Series B Preferred Stock") in exchange for shares of common stock of Nova held immediately prior to the Closing, which were automatically converted into a number of shares of Series B Preferred Stock at an exchange ratio of 177.9117. Pursuant to the Merger Agreement, no earlier than twelve (12) months following the Closing, but no later than eighteen (18) months following the Closing, the Issuer will submit the following matters to its stockholders at a meeting of stockholders (the "Stockholders' Meeting") for their consideration: (i) the approval of the conversion of the Series B Preferred Stock into shares of Common Stock (the "Conversion Proposal"); (ii) the approval of an amendment to the Issuer's certificate of incorporation to effect a reverse stock split and/or increase the number of authorized shares of the Issuer's Common Stock to such amount as determined by the Issuer's Board following the Closing; and (iii) the approval of one or more adjournments of the Stockholders' Meeting to solicit additional proxies if there are not sufficient votes cast in favor of the foregoing matters (collectively, the "Meeting Proposals"). Following stockholder approval of the Conversion Proposal, each share of Series B Preferred Stock will be convertible into 1,000 shares of Common Stock (the "Conversion Ratio") at any time at the option of the holder thereof, subject to certain limitations. The shares of Series B Preferred Stock have no expiration date. On March 17, 2026, the Surviving Company executed the Waiver of Certain Provisions of Agreement and Plan of Merger (the "Waiver"). Pursuant to the Waiver, the Surviving Company waived the Issuer's obligations under the Merger Agreement to hold a meeting of stockholders to vote on, among other things, the Conversion Proposal. On February 24, 2025, the Reporting Person was granted an option to purchase 96,000 shares of Common Stock at an exercise price of $0.041 per share of Common Stock, which option expires on February 23, 2035. The option shall vest and become exercisable in 36 substantially equal monthly installments measured from December 30, 2024, with the first installment having vested on January 30, 2025, subject to the Reporting Person's continuing service on the Board as a non-employee director through each vesting date. On February 12, 2026, the Issuer filed a Certificate of Amendment (the "Amendment") to the Certificate of Designation with the Secretary of State of Delaware. The Amendment provided that, in the sole discretion of the Board, the Issuer may elect to convert, in whole or in part, outstanding shares of Series B Preferred Stock into a number of shares of Common Stock calculated based on the Conversion Ratio (a "Mandatory Conversion"). On April 7, 2026, the Issuer effected a partial Mandatory Conversion of Seres B Preferred Stock (the "Partial Mandatory Conversion"). In connection with the Partial Mandatory Conversion, 1,180.611 shares of Series B Preferred Stock held by the Reporting Person were converted into 1,180,611 shares of Common Stock. Following the Partial Mandatory Conversion, the Reporting Person holds 661.309 shares of Series B Preferred Stock. The Reporting Person acquired the securities reported herein for investment purposes and in her capacity as a director on the Board effective as of December 30, 2024. The Reporting Person expects to review her investment on a continuing basis. As a member of the Board, the Reporting Person may have influence over the corporate activities of the Issuer, including activities which may relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. Subject to applicable legal requirements, and depending on marke