Item 4 — Purpose of Transaction
Item 4 is hereby amended to add the following: On October 24, 2025 (the "Subscription Date"), the Issuer entered into a Securities Purchase Agreement (the "2025 Purchase Agreement") with 325 and certain other accredited investors (collectively with 325, the "Investors"), pursuant to which, among other things, certain of the Reporting Persons agreed to purchase (i) 17,114,912 Shares at a purchase price of $0.409 per Share and (ii) warrants to purchase 34,229,824 Shares (the "Warrants") with an exercise price of $0.409 per Share as part of a private placement (the "2025 Private Placement"). Pursuant to the 2025 Purchase Agreement, the Issuer agreed to issue to the Investors, and the Investors agreed to purchase, a number of Shares equal to 19.99% of the number of Shares issued and outstanding immediately prior to the Subscription Date (the "Initial Shares") and Warrants to purchase up to a number of Shares equal to 200% of the Initial Shares at an initial closing (the "Initial Closing"), which is expected to occur in the near future. In connection with the Initial Closing, (a) 325 Master Fund will acquire 684,539 Shares and 1,369,078 Warrants, and (b) the SMAs will acquire an aggregate of 2,800,907 Shares and 5,601,814 Warrants. The remaining 13,629,466 Shares and 27,258,932 Warrants will be issued to 325 Master Fund and the SMAs upon the Issuer's receipt of stockholder approval of the 2025 Private Placement (the "Stockholder Approval"). The Warrants are not exercisable unless and until the Issuer obtains the Stockholder Approval. The Warrants are not subject to any redemption provision, and once exercisable, can be exercised for cash or on a cashless basis at the discretion of the holder. The Warrants do not have any voting rights, but do have the right to participate in any dividends or distributions made by the Issuer. The number of Shares underlying, and the exercise price of, the Warrants is subject to full ratchet antidilution protection and standard adjustments in the event of certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate changes; provided, however, that in no event will the exercise price of the Warrants be equal to less than $0.14944 per Share. The 2025 Purchase Agreement and the Warrants provide that each Investor's beneficial ownership of Shares, including after taking into account the full exercise of such Investor's Warrant, shall in no event exceed 49.5% of the issued and outstanding Shares (the "Maximum Ownership Limitation"). Pursuant to the Warrants, in the event that an Investor's Warrant is not exercisable for Shares due to the beneficial ownership of such Investor exceeding the Maximum Ownership Limitation, the applicable Warrant will be exercisable for shares of the Issuer's Series A Convertible Preferred Stock, par value $0.0001 per share (the "Preferred Stock"), that are convertible into an equivalent number of Shares for which the Warrant is exercisable. The Warrants expire five years from the anniversary of the Initial Closing. The Preferred Stock is pari passu with the Shares, having the same dividend and liquidation rights (on an as-converted basis) as the Shares. The shares of the Preferred Stock are convertible on a one-for-1,000 basis (adjustable for certain recapitalizations and similar events) into Shares (i) at the holder's request as long as the conversion does not cause such holder's beneficial ownership of Shares to exceed the Maximum Ownership Limitation and (ii) automatically upon transfer if such transfer does not cause the transferee's beneficial ownership of Shares to exceed the Maximum Ownership Limitation. Except as otherwise required by law, the Preferred Stock will have no voting rights. The 2025 Purchase Agreement contains a "most favored nation" provision that allows each Investor to claim any preferable terms from any future securities offering by the Issuer and also provides the Investors with certain participation rights in future financings. In addition, pursuant to the 2025 Purchase Agreement, the Issuer agreed not to increase the size of the Issuers board of directors to more than seven directors without the prior written consent of 325. The 2025 Purchase Agreement contains customary representations, warranties and covenants, customary conditions to closing, indemnification obligations of the Issuer, other obligations of the parties, and termination provisions. Among other covenants, the 2025 Purchase Agreement requires the Issuer to file a proxy statement on Schedule 14A with the Securities and Exchange Commission (the "SEC") within fifteen (15) days of the Initial Closing and hold a special meeting of stockholders at the earliest practical date thereafter for purposes of obtaining the Stockholder Approval. In the event that the Issuer fails to obtain the Stockholder Approval by February 28, 2026, the Investors will be refunded all amounts paid into escrow for the remaining Share