Item 4 — Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and restated as follows: Mr. Prior entered into the University Agreement and committed to the Planned Gift for charitable purposes. The University Agreement provides that the Planned Gift will be fulfilled in 16 installments on or by March 3, 2028, with eight Installments consisting of monthly transfers of $375,000 to the University from August 2026 to March 2027 and eight Installments consisting of monthly transfers of $250,000 to the University from August 2027 to March 2028. As of the date of this Amendment No. 2, Mr. Prior intends to satisfy the Planned Gift by transferring an aggregate of $5 million in shares of Common Stock to the University, and as of the date of this Amendment No. 2, two of the Installments have been completed by Mr. Prior's transfer to the University of 12,000 shares of Common Stock on August 10, 2026 and of 12,500 shares of Common Stock on September 4, 2026. Additionally, as of the date of this Amendment No. 2, VI E-Cell expects to sell 20,174 shares of Common Stock prior to December 31, 2026, and the Foundation expects to sell 5,000 shares of Common Stock prior to December 31, 2026. Mr. Prior may continue to explore opportunities to gift or sell (in the open market, through negotiated or private transactions or otherwise), subject to market conditions and other factors, additional shares of Common Stock that he directly and indirectly beneficially owns, including for charitable, tax, and/or estate planning purposes. In the future, Mr. Prior may cease his exploration of opportunities to gift or sell shares of Common Shares, and/or terminate or temporarily suspend any gift or sales activities in which he is engaged, as Mr. Prior may deem advisable. Mr. Prior, at any time and from time to time, may also review, reconsider and change his position and/or change his purpose and/or develop such plans and may seek to influence management of the Issuer or the board of directors of the Issuer with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer or other persons. Any such action may be made by Mr. Prior alone or in conjunction with other stockholders, potential acquirers, financing sources and/or other third parties and could include one or more purposes, plans or proposals that relate to or would result in actions required to be reported herein in accordance with Item 4 of Schedule 13D.