Item 4 — Purpose of Transaction
BREA, Pinehurst and Mr. McClory previously filed a Schedule 13D with respect to their investment in the Issuer, which filing is superseded by this Schedule 13D. The Reporting Persons acquired the Shares based on their belief that the Shares, when acquired, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. The Reporting Persons believe that the Issuer's current board of directors (the "Board") and management team have presided over substantial destruction of shareholder value and engaged in highly concerning conduct, and that meaningful change in the Issuer's leadership is urgently needed. The Board and management have overseen a precipitous decline in the price of the Shares, requiring a 10-for-1 reverse share split to enable the Issuer to maintain a minimum bid price of at least $1 per Share for continued listing on Nasdaq. Further, members of the Board and management of the Issuer have engaged in the following actions, which the Reporting Persons believe have not served the best interests of shareholders: (i) On September 18, 2025, the Issuer entered into a Strategic Advisory Agreement with four members of the Board, including Mr. Sade, the Chief Executive Officer of the Issuer, in exchange for significant compensation in addition to their existing compensation as directors and as CEO, including pre-funded warrants to purchase Shares equal to 10% of the aggregate number of Shares issued in the Issuer's private placement and common warrants to purchase an additional number of Shares equal to 50% of the pre-funded warrant Shares; (ii) On February 9, 2026, the Issuer entered into an Advisory Services Agreement with Pulsar Group Ltd., an entity at which three members of the Board serve as directors and Mr. Sade serves as a partner, for a total fee of $6 million; (iii) On April 24, 2026, the Board approved and the Issuer entered into a Rights Agreement (commonly referred to as a "poison pill") with a 9.99% trigger threshold (or 20% in the case of an existing "13G Investor" as defined in the Rights Agreement) that has the effect of preventing shareholders from increasing their voting power or acting together to effect change at the Issuer, and entrenching the Issuer's incumbent leadership; and (iv) On May 21, 2026, the Issuer undertook a registered direct offering of 2,298,000 Shares, approximately 21.4% of the post-issuance capitalization of the Issuer, to only two individuals, Mr. Sade and director Keren Maimon, without the support of a fairness opinion or other independent financial analysis of the terms of the related party transaction. It appears this related party transaction received a waiver under the recently adopted poison pill in order for Mr. Sade and Ms. Maimon to be able to acquire the Shares and increase their ownership above the 9.99% trigger threshold. The impact of many of these actions has been to increase the voting power of members of the Board and management of the Issuer, while massively diluting other shareholders and blocking other shareholders from increasing their own voting power or acting as a group without the blessing of the Board. The Reporting Persons expect these actions significantly impacted the results of the Issuer's annual general meeting of its shareholders held in late June - the gap between the votes "for" and "against" the election of four out of five incumbent directors (including Mr. Sade and Ms. Maimon) was approximately 1.8 million shares, which is notably less than the number of shares issued to Mr. Sade and Ms. Maimon shortly before the record date for the annual meeting. This series of events greatly undermine the Issuer's assertion that the vote at the annual meeting provided a "clear mandate" in support of the Issuer's leadership, and have had the effect of entrenching the Board and shielding management from accountability for the Issuer's underperformance. The Reporting Persons also noted the complaint (the "Complaint") filed in the Supreme Court of the State of New York by RBCH Ltd. ("RBCH") on June 22, 2026, alleging breaches of duties by certain directors of the Issuer, among other claims, which Complaint is included as an attachment to RBCH's Schedule 13D filed with the Securities and Exchange Commission on June 24, 2026. The Reporting Persons are concerned about the allegations made in the Complaint, intend to monitor developments in this litigation closely and reserve all rights. The Reporting Persons do not have any present plan or proposal which w