Item 4 — Purpose of Transaction
The information set forth in Item 6 of this Schedule 13D is incorporated herein by reference. Backstop Agreement On August 6, 2026, the Company entered into a Rights Offering Backstop Agreement (the "Backstop Agreement") with the holders of the 2030 Notes (the "Backstop Parties"), including the Reporting Person on behalf of the Whitebox Funds, in connection with the Company's $125.0 million rights offering (the "Rights Offering"), to purchase each Backstop Party's individual backstop commitment, for an aggregate of $94.0 million. Pursuant to the Rights Offering, the Company distributed to all eligible holders of record of its Common Stock, as of 5:00 p.m., New York City time on August 21, 2026, at no cost and on a pro rata basis, transferable subscription rights to purchase shares of Common Stock at a subscription price of $1.49 per share (the "Subscription Price"). Pursuant to the terms of the Backstop Agreement, and subject to the satisfaction of certain conditions thereunder, the Backstop Parties committed, severally and not jointly, to purchase from the Company, at the Subscription Price, any unsubscribed shares in the Rights Offering following the expiration of the Rights Offering, through an exchange of the Backstop Parties' 2030 Notes for such shares, whereby (x) the exchange price for any exchanged 2030 Notes should be 100% of the principal amount thereof and (y) any accrued and unpaid interest on any exchanged 2030 Notes should also be exchanged for additional shares of Common Stock at the Subscription Price (the "Backstop Exchange"). The Backstop Agreement contains customary representations and warranties from the Company, on the one hand, and from the Backstop Parties on the other hand. The Backstop Agreement also contains customary covenants and agreements by the Company and the Backstop Parties. Pursuant to the Backstop Agreement, effective as of the closing of the Backstop Exchange, certain Backstop Parties that, together with their controlled affiliates, hold at least 10% of the Company's outstanding Common Stock after giving effect to the closing (each, a "Designating Holder"), which includes the Reporting Person, have the right to designate one individual (each, a "Designated Director") for appointment to the board of directors of the Company (the "Board"), subject to certain eligibility requirements. Each Designating Holder will have the right to have its Designated Director nominated for election as a director at each subsequent annual meeting of stockholders of the Company and included among the slate of nominees recommended by the Board for election at each such annual meeting of stockholders for so long as such Designating Holder (together with its controlled affiliates) continues to beneficially own at least 7.5% of the Company's outstanding Common Stock. The foregoing description of the Backstop Agreement does not purport to be complete and is subject to and is qualified in its entirety by reference to the Backstop Agreement, which is attached as an exhibit and is incorporated herein by reference. Backstop Exchange On September 29, 2026, the Company completed the Rights Offering and closed the Backstop Exchange. The aggregate amount of the Backstop Parties' backstop commitment was reduced from $94.0 million to $87.8 million as a result of $6.2 million of 2030 Notes redeemed with Rights Offering proceeds. Each individual Backstop Party was subject to an aggregate 30% ownership limitation on a pro forma fully diluted basis. An aggregate of 59,273,445 shares of Common Stock were issued to the Backstop Parties in the Backstop Exchange, including 12,876,575 shares of Common Stock issued to the Whitebox Funds. Following the closing of the Backstop Exchange, the Reporting Person beneficially owns more than 10% of the Company's outstanding Common Stock and therefore has the right to designate a Designated Director for appointment to the Board. The Reporting Person has nominated an independent candidate as its Designated Director. The Reporting Person has engaged in, and intend to continue to engage in, communications with the Issuer's management and the Board, other current and prospective holders of the Issuer's equity and debt securities, and other third parties about, and intend to negotiate agreements with the Issuer regarding, a broad range of consensual transactions. Any such transactions may involve, among other things, changes in the Issuer's capital structure, corporate governance, constituent documents and board composition. Any such transactions may result in the Reporting Person requesting or obtaining representation on the Board, acquiring control of a majority of the Issuer's outstanding equity securities, or any of the matters set forth in clauses (a)-(j) of Item 4 of Schedule 13D. The Reporting Person may engage with the Issuer on the matters set forth in the preceding paragraph, and may in the future take actions concerning its respective investments in the Issuer with respe