Item 4 — Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and supplemented by inserting the following information at the end of Item 4: Purchase Agreement On February 4, 2025 (the "Closing Date"), pursuant to that certain Securities Purchase Agreement, dated February 3, 2025 (the "Purchase Agreement"), by and among HighCape Partners II, L.P., HighCape Partners QP II, L.P., and certain other investors named therein (collectively, the "Investors") and the Issuer, the Investors purchased an aggregate of (i) 5,520,000 shares (the "Shares") of Class A common stock, par value $0.001 per share (the "Class A Common Stock"), of the Company, and (ii) prefunded warrants (the "Prefunded Warrants") to purchase up to an aggregate of 480,000 shares of Class A Common Stock, for total gross proceeds of approximately $15 million. The public offering price for each Share was $2.50. As a result of the Offering, HighCape Partners II, L.P. acquired 8,584 Shares and HighCape Partners QP II, L.P. acquired 411,416 Shares at the public offering price of $2.50 per Share, for a total purchase price of $1.05 million. The foregoing descriptions of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 2 to this Amendment No. 4 and incorporated herein by reference. General The Reporting Persons acquired the securities described in this Amendment No. 4 for investment purposes and intend to review the investments in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Persons' review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. The Reporting Persons, subject to certain provisions of the law, may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, the Reporting Persons may engage in discussions with management, the board of directors, and stockholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization or take-private transaction that could result in the de-listing or de-registration of the Class A Common Stock; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer's business or corporate structure, including changes in management or the composition of the board of directors.