Item 4 — Purpose of Transaction
On August 24, 2026, the Issuer distributed to all holders of record of Shares as of 5:00 p.m., New York City time, on August 21, 2026 (the "Record Date") one transferable subscription right (each, a "Right") for each Share held as of the Record Date (the "Rights Offering"). Each Right entitles the holder thereof, subject to certain limitations, to purchase 3.885 Shares, rounded down to the nearest whole Share, at a subscription price of $1.49 per share (the "Subscription Price"); provided, that any holder that exercises its basic subscription rights in full will have an over-subscription privilege to purchase additional Shares that remain unsubscribed as of September 23, 2026 (the "Expiration Date"), subject to certain limitations. The Issuer reserves the right, in its sole and absolute discretion, to amend, extend or cancel the Rights Offering at any time for any reason prior to the Expiration Date. If the Rights Offering is canceled, all subscription payments received by the subscription agent will be returned, without interest or penalty, as soon as practicable to those holders who subscribed for Shares in the Rights Offering. In connection with the Rights Offering, on August 24, 2026, SP Strategic Holdings received 766,118 rights. SP Strategic Holdings purchased 1,086,121 Rights following the Record Date. Accordingly, as of the date hereof, SP Strategic Holdings holds 1,852,239 Rights and is entitled to purchase an aggregate of 7,195,948 Shares at the Subscription Price upon the exercise the Rights, subject to the completion of the Rights Offering. The Reporting Persons purchased the Shares and the Rights based on the Reporting Persons' belief that the Shares and the Rights, 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. No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the Issuer's financial position and strategic direction, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, other investment opportunities available to the Reporting Persons, and the outcome of any discussions referenced herein, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, engaging in communications and negotiations with management and the Issuer's Board of Directors, engaging in discussions with stockholders of the Issuer or third parties (including potential financing sources), exchanging information with the Issuer or any such persons pursuant to appropriate confidentiality or similar agreements regarding any of the foregoing, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4. The Reporting Persons may also take steps to explore and prepare for various plans and actions, and propose transactions, before forming an intention to engage in such plans or actions or proceed with such transactions.