Item 4 — Purpose of Transaction
Item 4 of the Statement is hereby amended and supplemented by adding the following information: "On June 27, 2025, Acuitas Capital, the Company, certain of the Company's subsidiaries and U.S. Bank Trust Company, National Association, entered into the Seventh Amendment (the "Seventh 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, that certain Fifth Amendment made as of October 31, 2023 and that certain Sixth Amendment made as of March 28, 2024, and as further modified by letter agreements dated August 13, 2024, April 8, 2025 and May 19, 2025 (the "May 2025 Agreement") (as amended prior to entering into the Seventh Amendment, the "Existing Agreement", and as further amended by the Seventh Amendment, the "Keep Well Agreement"). The following is a summary of the Seventh Amendment. The summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Seventh Amendment, which is attached hereto as Exhibit 99.31. Termination of May 2025 Agreement. As previously disclosed, under the May 2025 Agreement, Acuitas Capital committed to purchase $5.0 million in aggregate principal amount of Demand Notes. As of June 27, 2025, the effective date of the Seventh Amendment (the "Seventh Amendment Effective Date"), Acuitas Capital purchased a total of $1.5 million of principal amount of Demand Notes pursuant to the May 2025 Agreement. Pursuant to the Seventh Amendment, the parties terminated the May 2025 Agreement and their respective rights and obligations therein, effective as of the Seventh Amendment Effective Date. Purchase of Additional Demand Notes. Pursuant to the Seventh Amendment, Acuitas Capital has committed to purchase up to $8.45 million in principal amount of Demand Notes (the "Committed Demand Notes") and has the right (but not the obligation) to purchase additional Demand Notes (the "Uncommitted Demand Notes" and, together with the Committed Demand Notes, the "Seventh Amendment Demand Notes"). Under the terms of the Seventh Amendment, the Company may request that Acuitas Capital purchase (i) a Committed Demand Note in a principal amount up to $1.5 million, and (ii) at any time after Acuitas Capital has purchased all $8.45 million in aggregate principal amount of Committed Demand Notes, an Uncommitted Demand Note in a principal amount up to $1.5 million; provided, however, that the Company cannot request, without Acuitas Capital's consent, that Acuitas Capital purchase (x) more than $1.5 million in principal amount of Seventh Amendment Demand Notes within any 30-day period, or (y) more than $8.45 million in aggregate principal amount of Committed Demand Notes. To the extent that the Company receives proceeds from a capital contribution or the issuance of any capital stock on or after the date of the Seventh Amendment (including the net proceeds to be received by the Company from the June 2025 Offering (as defined below)), Acuitas Capital may, in its sole discretion, elect to reduce the amount of Committed Demand Notes to be purchased on a dollar-for-dollar basis. However, Acuitas Capital waived any right to require that such net proceeds be applied to any amounts due under any of the Demand Notes before any amounts due thereunder become due and payable. Acuitas Capital's obligation to purchase a Seventh Amendment Demand Note pursuant to the terms of the Seventh Amendment is subject to the conditions that (i) the Company provide a certification stating that, without obtaining the requested funds, the Company will not have sufficient unrestricted cash to pay and discharge the Company's monetary obligations arising in connection with operating its business for the 30-day period following the Company's delivery of a funding notice to Acuitas Capital, and (ii) no material adverse change (and no 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 Company's results of operations, business operations, properties, assets, condition (financial or otherwise), customer relations, business activities or business prospects, having occurred since the Seventh Amendment Effective Date. Demand Notes. Under the Seventh Amendment, the Seventh Amendment Demand Notes will be in same form as the Demand Notes, except that the conversion price thereof will be equal to the lesser of (i) $0.9726 per share, and (ii) the greater of (a) the closing price of the Company's common stock on the trading day that is immediately prior to the applicable conversion date and (b) $0.3242 per share, in each case, subject to customary adjustment for stock splits, stock dividends, stock combinations and similar transactions. Pursua