Item 4 — Purpose of Transaction
Item 4 of the Statement is hereby amended and supplemented by adding the following information: "As previously disclosed, on March 28, 2024, Acuitas Capital, the Company, certain of the Company's subsidiaries and U.S. Bank Trust Company, National Association, entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated as of April 15, 2022, as amended by that certain First Amendment made as of August 12, 2022, that certain Second Amendment made as of November 19, 2022, that certain Third Amendment made as of December 30, 2022, that certain Fourth Amendment made as of June 23, 2023 and that certain Fifth Amendment made as of October 31, 2023 (as amended by the Sixth Amendment, the "Keep Well Agreement"). Pursuant to the terms of the Sixth Amendment, the Company issued and sold to Acuitas Capital, and Acuitas Capital purchased from the Company, an additional Demand Note dated as of May 9,2025, with an aggregate principal amount of $500,000, in the form attached as Exhibit A to the Sixth Amendment, as previously filed as Exhibit 99.28 to the Original Statement. The source of funds was working capital. Pursuant to the terms of the Sixth Amendment, in connection with the Demand Note purchased by Acuitas Capital from the Company, the Company issued to Acuitas a Demand Warrant, issued as of May 9, 2025, in the form attached as Exhibit B to the Sixth Amendment, to purchase up to an aggregate of 609,756 Shares, exercisable at an initial exercise price of $1.64 per share (in each case, subject to further adjustment). On May 19, 2025, the Company and Acuitas Capital entered into an agreement (the "May 2025 Agreement") relating to the Keep Well Agreement, pursuant to which Acuitas Capital committed to purchase from the Company (i) up to $5.0 million in principal amount of Demand Notes and (ii) up to $5.0 million in principal amount of senior secured non-convertible promissory notes payable upon demand of the holder (the "Non-Convertible Demand Notes"). Under the May 2025 Agreement, the Company, at any time, may request that Acuitas Capital purchase a Demand Note in a principal amount up to $1.5 million, and at any time after Acuitas Capital has purchased all $5.0 million in principal amount of Demand Notes, the Company may request that Acuitas Capital purchase a Non-Convertible Demand Note in a principal amount of up to $1.5 million. Acuitas Capital's obligation to purchase a Demand Note or Non-Convertible Demand Notes, as the case may be, is subject to the conditions that (1) (x) the Company used best efforts to effect a registered equity offering to raise sufficient capital to pay and discharge, when due and payable, all of its obligations; (y) the Company was unable despite its best efforts to obtain effect such offering on reasonably acceptable terms, as determined by the Company's board of directors (such determination to be made as if the financing contemplated by the May 2025 Agreement were not available to the Company); and (z) absent obtaining the funds requested by the Company, the Company will not have sufficient unrestricted cash to pay and discharge, when due and payable, all of its obligations for the 30-day period following the date such notice is delivered; and (2) since May 19, 2025, there shall have been no material adverse change (or any event or events that, individually or in the aggregate, with or without lapse of time, could reasonably be expected to result in a material adverse change) in the results of operations, business operations, properties, assets, condition (financial or otherwise), customer relations, business activities or business prospects of the Company and its subsidiaries. Under the terms of the May 2025 Agreement, the Company may not request, without Acuitas Capital's consent, that Acuitas Capital purchase more than $1.5 million in principal amount of Demand Notes or Non-Convertible Demand Notes, as the case may be, within any 30-day period, and to the extent the Company receives proceeds from a capital contribution or the issuance of any capital stock on or after May 19, 2025, Acuitas Capital may, in its sole discretion, elect to reduce the amount of Demand Notes and Non-Convertible Demand Notes to be purchased on a dollar-for-dollar basis. In the May 2025 Agreement, Acuitas Capital also agreed not to exercise its right to require that any amounts due under any Demand Note or Non-Convertible Demand Note be paid until the earlier of (a) September 1, 2026 and (b) 30 days following the date on which Acuitas Capital has purchased all $5.0 million in principal amount of Non-Convertible Demand Notes. In accordance with the terms of the Sixth Amendment, in connection with the issuance of each Demand Note, the Company will issue to Acuitas Capital (or its designee) a Demand Warrant, having a term of five years, to purchase such number of Shares equal to (x) the product of the principal amount of the applicable Demand Note and 200%, divided by (y)