Item 4 — Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended to add the following: Debt Exchange and Cancellation Agreement On March 12, 2025, the Company entered into a Debt Exchange and Cancellation Agreement (the "Exchange and Cancellation Agreement") with Conjoint. As previously disclosed, the Company and Conjoint entered into a Loan Agreement on October 7, 2024 (the "Loan Agreement") whereby Conjoint, as lender, agreed to make loans to the Company in the aggregate principal amount of $19,500,000. Pursuant to the terms of the Exchange and Cancellation Agreement, the principal amount of all loans made to the Company under the Loan Agreement, along with accrued interest through March 12, 2025 (as of such date, an aggregate of $19,926,891), was deemed repaid and all of the Company's obligations with respect to the principal amount and accrued interest was satisfied in full and cancelled in exchange for the issuance of 284.2638 shares of the Company's Series A-1 Preferred Stock to Conjoint, based on a price per underlying share of Common Stock of $7.01. Each share of Series A-1 Preferred Stock is convertible into 10,000 shares of Common Stock, subject to certain conditions set forth in the Certificate of Designation (as defined below). The price per share of the Series A-1 Preferred Stock was determined by reference to the average Nasdaq Official Closing Price of the Common Stock (as reflected on Nasdaq.com) for the five trading days immediately prior to the signing of the Exchange and Cancellation Agreement. The foregoing description of the Exchange and Cancellation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Exchange and Cancellation Agreement, a copy of which is incorporated by reference as Exhibit 99.2 to this Amendment No. 1 and is incorporated herein by reference. Certificate of Designation On March 12, 2025, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series A-1 Non-Voting Convertible Preferred Stock (the "Certificate of Designation") with the Secretary of State of the State of Delaware in connection with the Exchange and Cancellation Agreement. The Certificate of Designation provides for the designation of shares of the Series A-1 Preferred Stock. Holders of Series A-1 Preferred Stock are not entitled to receive dividends on shares of Series A-1 Preferred Stock. Except as otherwise required by law, the Series A-1 Preferred Stock does not have voting rights. However, as long as any shares of Series A-1 Preferred Stock are outstanding, the Company will not, without the affirmative vote of the holders of a majority of the then-outstanding shares of the Series A-1 Preferred Stock, (i) alter or change adversely the powers, preferences or rights given to the Series A-1 Preferred Stock or alter or amend the Certificate of Designation, amend or repeal any provision of, or add any provision to, the Charter or Amended and Restated Bylaws of the Company, or file any articles of amendment, certificate of designations, preferences, limitations and relative rights of any series of Preferred Stock, if such action would adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of the Series A-1 Preferred Stock, regardless of whether any of the foregoing actions shall be by means of amendment to the Charter or by merger, consolidation, recapitalization, reclassification, conversion or otherwise, (ii) issue further shares of Series A-1 Preferred Stock, or increase or decrease (other than by conversion) the number of authorized shares of Series A-1 Preferred Stock (iii) prior to the Stockholder Approval (as defined in the Certificate of Designation) or at any time while at least 30% of the originally issued Series A-1 Preferred Stock remains issued and outstanding, consummate either: (A) any Fundamental Transaction (as defined in the Certificate of Designation) or (B) any merger or consolidation of the Company with or into another entity or any stock sale, or other business combination in which the stockholders of the Company immediately before such transaction do not hold at least a majority of the capital stock of the Company immediately after such transaction, or (iv) enter into any agreement with respect to any of the foregoing. The Series A-1 Preferred Stock shall rank on parity with the Common Stock as to distributions of assets upon liquidation, dissolution or winding-up of the Company, whether voluntarily or involuntarily. Following stockholder approval of the conversion of shares of Series A-1 Preferred Stock into shares of Common Stock, each share of Series A-1 Preferred Stock will automatically convert into 10,000 shares of Common Stock, subject to certain limitations provided in the Certificate of Designation, including that the Company shall not affect any conversion of Series A-1 Preferred Stock into shares of Common Stock if, as a result of such