Item 4 — Purpose of Transaction
Item 4 is hereby amended to add the following: The Reporting Persons acquired the Common Stock for investment purposes. The Reporting Persons have expressed an interest in having a representative on the board of directors of the Issuer (the "Board"). On February 27, 2025, the Investor Group entered into a Cooperation Agreement with the Issuer. Pursuant to the Cooperation Agreement, the Issuer has agreed to extend the deadline for notice of director nominations for consideration at the 2025 annual meeting of stockholders of the Issuer (the "2025 Annual Meeting") to March 31, 2025. In addition, the Issuer has agreed that it will not hold the 2025 Annual Meeting prior to June 15, 2025. Pursuant to the Cooperation Agreement, the Reporting Persons have agreed to certain standstill provisions that are effective until March 29, 2025, including, among other things, agreeing not to, subject to certain exceptions, (i) acquire cumulative ownership (directly or indirectly) of more than 26.0% of the Issuer's outstanding common stock, (ii) transfer its shares of common stock to any third party that would result in such third party owning more than 4.9% of the Issuer's outstanding common stock, (iii) nominate or publicly recommend for nomination any person for election to the Board, (iv) make or be the proponent of any stockholder proposal, (v) engage in any solicitation of proxies or consents with respect to any matter or proposal, (vi) initiate or participate in any tender or exchange offer, merger, consolidation or other extraordinary transaction involving the Issuer, (vii) subject any voting securities of the Issuer to any voting arrangement or agreement, or (viii) acquire or engage in any transaction involving synthetic equity interests or short interests in the Issuer. The information set forth in this Item 4 is subject to change or update from time to time, and there can be no assurances that the Reporting Persons will or will not exercise or take, or cause to be exercised or taken, any of the arrangements, transactions or other actions described above or actions similar thereto.