Item 4 — Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and supplemented as follows: As previously disclosed by the Issuer, the Issuer has issued Tranche B Senior Secured Convertible Notes, dated as of October 8, 2024, to each of Oramed Pharmaceuticals Inc. ("Oramed"), Nomis Bay Ltd, BPY Limited and 3i, LP (collectively, the "Tranche B Noteholders", and the notes, collectively, the "Tranche B Notes"). Pursuant to the Tranche B Notes, commencing on January 2, 2025 (the "First Amortization Payment Date"), the Issuer was required to redeem in cash (the "First Amortization Payment") such portion of the principal amount of the Tranche B Notes equal to each Tranche B Noteholder's Holder Pro Rata Amount (as defined in the Tranche B Notes) of $6,250,000 per fiscal quarter at a redemption price equal to 100% of such Amortization Amount (as defined in the Tranche B Notes). On January 2, 2025, the Issuer and the Reporting Person entered into a deferral and consent letter with each of (i) Nomis Bay Ltd and BPY Limited (the "Nomis Bay Consent"), (ii) Oramed (the "Oramed Consent") and (iii) 3i, LP (the "3i Consent" and, together with the Nomis Bay Consent and the Oramed Consent, the "Tranche B Consents"), respectively, pursuant to which the Tranche B Noteholders agreed to defer the Issuer's obligation to make the First Amortization Payment until January 31, 2025. In consideration of such deferral, and to limit the Tranche B Noteholders' right to exercise certain secured creditor remedies (including recourse against the assets of the Reporting Person as a grantor under the Security Agreement (as defined in the Tranche B Consents)), the Reporting Person delivered to the Tranche B Noteholders (or their designee) by deposit/withdrawal at custodian with the Depository Trust Company an aggregate of 5,000,000 shares of Common Stock (the "Shares"), held by the Reporting Person, of which 2,500,000 shares were delivered to Oramed, 720,000 shares were delivered to BPY Limited, 1,280,000 shares were delivered to Nomis Bay Ltd, and 500,000 shares were delivered to 3i, LP. In addition, pursuant to the Tranche B Consents, effective as of the latest of (i) the time of execution and delivery of the Tranche B Consents, (ii) the time of the delivery of the Shares and (iii) the time of grant of the Royalty and Exclusive Rights (each as defined in, and contemplated pursuant to, the Term Sheet that is an exhibit to the Tranche B Consents), the Tranche B Noteholders agreed to further defer the Issuer's obligation to make the First Amortization Payment until October 8, 2026, provided that the Issuer paid an aggregate of $1.11 million in respect of a portion of the First Amortization Payment and related make-whole interest (which amount has been paid). The foregoing summary of the Nomis Bay Consent, the Oramed Consent and the 3i Consent do not purport to be complete and are qualified in their entireties by reference to the full text of these agreements, a copy of each of which is filed as an exhibit to this Amendment No. 4 and is incorporated herein by reference.