Item 4 — Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and supplemented as follows: Romeg License Amendment On January 16, 2025, the Issuer entered into a First Amendment to License and Commercialization Agreement (the "License Amendment") with Rxomeg Therapeutics, LLC a/k/a Romeg Therapeutics, LLC ("Romeg") to amend a previously executed license agreement. In consideration of the execution of the License Amendment, and as contemplated by that certain Transfer Agreement entered into between the Issuer and Romeg, the Reporting Person transferred to Romeg an aggregate of 779,371 shares of Common Stock, held by the Reporting Person. Amendment to Senior Secured Promissory Note As previously disclosed by the Issuer, the Issuer issued a Senior Secured Promissory Note, dated as of September 21, 2023, to Oramed Pharmaceuticals Inc. ("Oramed", and the note, as amended, the "Oramed Note"). Pursuant to the Oramed Note, the Issuer is required to repay the entire remaining principal balance of the Oramed Note on the Maturity Date, which is defined in the Oramed Note as March 21, 2025 (the "Existing Maturity Date"). On January 21, 2025, the Issuer and the Reporting Person entered into an amendment letter with Oramed (the "Oramed Amendment"), pursuant to which, among other things, Oramed agreed to extend the Maturity Date under and as set forth in the Oramed Note from the Existing Maturity Date to December 31, 2025 (the "Extended Maturity Date"). As described in the Oramed Amendment, if the Maturity Date was not extended from the Existing Maturity Date to the Extended Maturity Date by January 31, 2025, the payment deferrals in Section 1(b) of the Tranche B Deferral and Consent Letters (each as defined in the Oramed Amendment) would not take effect, and the deferred payments thereunder would immediately become due and payable, and the failure to make any such payments on or prior to such date will constitute an immediate Event of Default under the Tranche B Notes (each as defined in the Oramed Note). In addition, if an Event of Default occurred under the Tranche B Notes, the holders of such notes and the agent (in its capacity as collateral agent for such holders) would be entitled to exercise certain secured creditor remedies pursuant to the Tranche B Notes and the other Transaction Documents (as defined therein), including, without limitation by recourse against the assets of the Reporting Person as a grantor under the Security Agreement. Accordingly, in consideration of such extension, the Reporting Person delivered to Oramed by deposit/withdrawal at custodian with the Depository Trust Company an aggregate of 3,250,000 shares of Common Stock, held by the Reporting Person. The foregoing summary of the Oramed Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Oramed Amendment, a copy of which is filed as an exhibit to this Amendment No. 5 and is incorporated herein by reference.