Item 4 — Purpose of Transaction
Following the recommendation of the Compensation Committee of the Board, on May 23, 2024, the Board approved and granted Mr. Mo 286,230 RSUs to vest over a one-year period, contingent on continued employment with the Company. Following the recommendation of the Compensation Committee of the Board, on January 16, 2025, the Board approved, certain adjustments to the cash compensation and, grant of restricted stock units to the executive officers of the Company. The Committee and the Board recognized that the Reporting Person has demonstrated exceptional dedication and leadership, guiding the Company through significant market volatility and extended periods without compensatory adjustments, and granted Mr. Mo 2,000,000 RSUs to vest over a four-year period in equal annual installments, with the first installment vesting on January 17, 2026, contingent on continued employment with the Company. On January 16, 2025, the Board approved the issuance of 270,000 shares of Preferred Stock to the Reporting Person, in accordance with a resolution passed by the Issuer's Board and the prior approval of the majority stockholders of the Company. This issuance is part of a strategic initiative to reinforce and enhance the Issuer's flexibility to optimize its negotiating position in any potential current and/or future engagements with commercial, financial, and/or strategic parties, and to provide defenses against potential hostile third-party actions. The issuance is subject to the Board reserving the full and unequivocal right to revoke, rescind, transfer or otherwise cancel the issued Preferred Stock in the event the Reporting Person is removed from any position with the Company or resigns from all positions with the Company. The Independent Members of the Board determined that the issuance represents a pivotal strategic move to reinforce and enhance the Issuer's flexibility to optimize it's negotiating position in any potential current and/or future engagement with commercial, financial, and/or strategic parties, and to provide defenses against potential hostile third-party actions. The shares of Preferred Stock were issued in reliance upon the exemptions from registration provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.