Item 4 — Purpose of Transaction
The Reporting Persons are filing this Amendment No. 8 to add David Hoffmann as a "Reporting Person" and to provide an update as to its intentions with respect to the Company. Item 4 of the Amended Statement is hereby amended and restated in its entirety as follows: Stock Purchase Agreement On December 30, 2025, the Company entered into a stock purchase agreement (the "Purchase Agreement") with David Hoffmann (the "Anchor Investor") and certain additional investors (the "Additional Investors" and, together with the Anchor Investor, the "Investors"), pursuant to which the Company agreed to issue and sell to the Investors in a private placement (the "Private Placement") an aggregate of 15,384,615 shares (the "Shares") of the Company's common stock, par value $0.01 per share (the "Common Stock"), at a purchase price of $3.25 per share. The aggregate gross proceeds from the Private Placement are expected to be approximately $50.0 million, before deducting offering expenses. The Company expects to use the net proceeds for working capital and for other general corporate purposes. Pursuant to the terms of the Purchase Agreement, the Company has agreed to hold a special meeting of stockholders (the "Special Meeting") as promptly as reasonably practicable to obtain stockholder approval of (i) the proposed issuance of the Shares in the Private Placement for the purposes of Nasdaq Listing Rule 5635(b) and 5635(d) and (ii) a proposal to amend the Company's amended and restated certificate of incorporation (the "Charter Amendment") to increase the number of shares of Common Stock authorized for issuance from 12,000,000 shares to 40,000,000 shares (such proposals, the "Transaction Proposals" and the approval thereof, the "Stockholder Approval"). The Private Placement is expected to close (the "Closing") in the first quarter of 2026, following the receipt of Stockholder Approval. The Purchase Agreement contains customary representations, warranties and agreements of the Company and the Investors. The Investors have also agreed to a lock-up with respect to the Shares for a period of 180 days and standstill period of twelve months, subject to certain exceptions. With respect to the standstill, certain Investors are each able to purchase up to 600,000 shares of Common Stock during the standstill period. Pursuant to the Purchase Agreement, upon the Closing, the size of the board of directors of the Company is expected to be automatically increased from nine to ten members. Following such increase, the Anchor Investor will have the right to designate for nomination or otherwise appoint one individual (the "Anchor Designee Director") to serve on the Company's board of directors. The Anchor Investor is expected to be the Anchor Designee Director and is expected to be appointed as the Chairperson of the board of directors. In addition, one individual who is mutually agreeable to the Anchor Investor and the Company is expected to be designated for nomination or otherwise appointed to serve on the Company's board of directors. The Private Placement is exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and in reliance on similar exemptions under applicable state laws. The Company is relying on this exemption from registration based in part on representations made by the Investors. At the time of issuance, the Shares will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (the "SEC") or an applicable exemption from the registration requirements. The Closing is subject to certain closing conditions, including but not limited to: (i) the absence of any injunction or order preventing the Private Placement and the other transactions and actions contemplated by the Purchase Agreement; (ii) the receipt of Stockholder Approval; (iii) the effectiveness of the Charter Amendment; (iv) the approval for listing of the Shares by the Nasdaq Global Select Market; (v) the execution and delivery of the Registration Rights Agreement (as defined below); and (vi) the effectiveness of the Credit Agreement Amendment (as defined below) which was executed concurrently with the Purchase Agreement. The Purchase Agreement may be terminated under certain circumstances prior to the Closing, including, but not limited to: (i) by mutual written agreement of the Company and the Anchor Investor, (ii) by the Company or the Anchor Investor upon a material and uncured breach; (iii) by the Company, at its option, upon receipt of a Superior Proposal (as defined in the Purchase Agreement), compliance with the Anchor Investor's matching rights and payment to the Anchor Investor a termination fee of $2.5 million; (iv) by the Company or the Anchor Invest