Item 4 — Purpose of Transaction
The Reporting Persons purchased the Shares based on the Reporting Persons' belief that the Shares, 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. The Reporting Persons acquired 1,150,000 Shares in connection with the Issuer's $400 million private placement offering that closed on August 25, 2025 (the "PIPE"). The Reporting Persons participated in the PIPE based on their belief that the PIPE and the securities, when purchased, represented an attractive investment opportunity. In connection with the PIPE, on August 25, 2025, Bastion Trading entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") and Registration Rights Agreement (the "Registration Rights Agreement") with the Issuer pursuant to which Bastion Trading agreed to purchase 4,234,615 pre-funded warrants (the "Pre-Funded Warrants") at an offering price of $6.4999 per Pre-Funded Warrant and 5,384,615 stapled warrants (the "Stapled Warrants" and, collectively with the Pre-Funded Warrants, the "Warrants") at an exercise price of $9.75 per Stapled Warrant, and received certain registration rights in connection with the PIPE. The Reporting Persons are deeply concerned by the Issuer's underperformance, as well as its questionable corporate governance practices, apparent conflicts of interest and related party transactions. These concerns are highlighted by the apparent conflicts of interest raised by the high level of compensation paid by the Issuer to Sol Edge Limited and Sol Markets under the Consulting Agreement and Strategic Advisor Consulting Agreement, respectively. Sol Edge Limited and Sol Markets are each wholly-owned and controlled by director and CIO Alice Zhang's brother, and Sol Edge Limited formerly employed her husband. These highly concerning relationships directly led to the resignation of an independent director in December 2025. The Reporting Persons also find the Issuer's revisions to its corporate governance profile concerning, including amendments to the Issuer's Amended and Restated Bylaws that, among other items, eliminated stockholders' ability to act by written consent and materially expanded the advance notice requirements for stockholders to nominate director candidates for election, as well as the Issuer's board of directors (the "Board") unilateral adoption of the rights plan or "poison pill," each adopted earlier this year. We also find it telling that a proposal for stockholders to ratify the poison pill is not included on the agenda for the Issuer's 2026 annual meeting of stockholders (the "2026 Annual Meeting"). The Reporting Persons also find it troubling that the Issuer is seemingly attempting to rush the process for the 2026 Annual Meeting - providing a mere 32 days' notice of such meeting. At the 2026 Annual Meeting, stockholders will have their first opportunity to make their views on the full Board known since the closing of the PIPE. For the foregoing reasons, on September 3, 2026, the Reporting Persons determined that they currently intend to vote their shares "WITHHOLD ALL" with respect to the re-election of all five of the Issuer's incumbent directors. The Reporting Persons hope to engage in a meaningful dialogue with the Board and management with the goal of ensuring that the best interests of stockholders are appropriately represented in the boardroom. The foregoing descriptions of the Securities Purchase Agreement, the Registration Rights Agreement, the Pre-Funded Warrants and the Stapled Warrants do not purport to be complete and are qualified in their entirety by reference to the full text of the Securities Purchase Agreement, the Registration Rights Agreement, the Pre-Funded Warrants and the Stapled Warrants, copies or forms of which are attached hereto as Exhibits 99.1, 99.2, 99.3 and 99.4 respectively. 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 investment strategy, the price levels of the securities of the Issuer, conditions in the securities markets and general economic and industry conditions, the Reportin