Item 4 — Purpose of Transaction
The Reporting Persons purchased the securities reported owned herein based on the Reporting Persons' belief that such securities, when purchased, 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. April Securities Purchase Agreement and Registration Rights Agreement On April 1, 2026, the Issuer entered into a Securities Purchase Agreement (the "April Securities Purchase Agreement") with certain of the Reporting Persons providing for the private placement (the "April Private Placement") to the applicable Reporting Persons of an aggregate of 7,827,789 units (collectively, the "Units"), each Unit consisting of (i) one Share (or, in lieu thereof, one pre-funded warrant to purchase one Share (the "April Pre-Funded Warrants")) and (ii) one warrant to purchase one and a half Shares (the "Warrants"), for aggregate proceeds of approximately $10.0 million (or $1.2775 per Unit). The closing of the April Private Placement occurred on April 2, 2026 (the "April Closing Date"). On the April Closing Date, the Issuer and the applicable Reporting Persons entered into a Registration Rights Agreement (the "April Registration Rights Agreement"), pursuant to which the Issuer agreed to prepare and file a registration statement with the Securities and Exchange Commission (the "SEC") no later than 30 days following the April Closing Date, to register the resale of the Shares included in the Units and Shares issuable upon exercise of the April Pre-Funded Warrants and the Warrants. The foregoing description of the April Securities Purchase Agreement, the April Pre-Funded Warrants, the Warrants and the April Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are attached hereto as Exhibits 99.1, 99.2, 99.3 and 99.4, respectively, and are incorporated by reference herein. July Securities Purchase Agreement and Registration Rights Agreement On July 26, 2026, the Issuer entered into a Securities Purchase Agreement (the "July Securities Purchase Agreement") with certain institutional and accredited investors (collectively, the "Purchasers"), including certain of the Reporting Persons, providing for the private placement (the "July Private Placement") to the Purchasers of an aggregate of 134,803,910 Shares (or, in lieu thereof, pre-funded warrants to purchase Shares (the "July Pre-Funded Warrants")), for aggregate proceeds of approximately $275.0 million, representing a price of $2.04 per Share. The July Private Placement closed on July 28, 2026 (the "July Closing Date"), on which date the Issuer issued an aggregate of 122,961,215 Shares and 11,842,695 July Pre-Funded Warrants to the Purchasers, including an aggregate of 14,627,893 Shares and 11,842,695 July Pre-Funded Warrants to the Reporting Persons. Pursuant to the July Securities Purchase Agreement, effective as of the July Closing Date, the Issuer agreed to grant the Reporting Persons the right to designate two directors to the Issuer's board of directors (the "Board") (each, a "BVF Designee"), subject to each BVF Designee's satisfaction of all applicable requirements regarding service as a director under applicable law and Nasdaq rules and such other criteria and qualifications applicable to all directors of the Issuer. If the Reporting Persons cease to beneficially own at least 75.0% of the total securities (comprising of the Shares and the Shares issuable upon exercise of the July Pre-Funded Warrants) acquired by the Reporting Persons in the July Private Placement, then the Reporting Persons' designation right will be reduced to one BVF Designee; and if such ownership falls below 50.0% of such securities, or if the Reporting Persons' beneficial ownership falls below 10.0% of the Issuer's issued and outstanding Shares (without giving effect to any beneficial ownership, conversion or exercise limitation contained in the July Pre-Funded Warrants), then the Reporting Persons' designation right will terminate in full. In each such case, at the Board's written request, the applicable BVF Designee or BVF Designees will be required to resign from the Board, effective as of the 30th day following such request. For so long as the Reporting Persons have the right to designate at least one BVF Designee, one BVF Designee is expected to serve on the Nominating and Governance Committee of the Board, subject to applicable independence and other eligibility requirements. In addition, the Issuer h