Item 4 — Purpose of Transaction
Purchase Agreement On June 14, 2026, the Issuer entered into a securities purchase agreement (the "Purchase Agreement") with Apeiron pursuant to which the Issuer agreed to issue and sell to Apeiron in a private placement (the "Private Placement") (A) 5,141,388 shares of Class A Common Stock and (B) warrants to purchase 5,141,388 shares of Class A Common Stock (the "Warrants"). The Class A Common Stock and Warrants will be issued separately. The combined purchase price per share of Class A Common Stock and accompanying Warrant is $3.89. The Private Placement is expected to close in two tranches. The first tranche, which will consist of 3,020,565 shares of Class A Common Stock and accompanying Warrants, is expected to close on or about June 22, 2026. The second tranche, which will consist of 2,120,823 shares of Class A Common Stock and accompanying Warrants, will close as soon as practicable after the effectiveness of the Stockholder Consent (as defined in the Purchase Agreement). June 2026 Registration Rights Agreement On June 14, 2026, the Issuer also entered into a registration rights agreement with Apeiron (the "June 2026 Registration Rights Agreement"), pursuant to which the Issuer has agreed to file a registration statement under the Securities Act with the Securities and Exchange Commission (the "SEC"), covering the resale of the Class A Common Stock and the shares of Class A Common Stock underlying the Warrants no later than 30 days following the applicable closing date and to use commercially reasonable efforts to have the registration statement declared effective by the SEC at the earliest possible date but no later than the earlier of the 90th calendar day following the initial filing date of the registration statement, if the SEC notifies the Company that it will "review" the registration statement, and the fifth business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the registration statement will not be "reviewed" or will not be subject to further review. The foregoing description of the Purchase Agreement, the Warrants and the June 2026 Registration Rights Agreement do not purport to be complete and are each qualified in their entirety by the full text of the form of such agreements, which are attached as exhibits to this Schedule 13D and incorporated herein by reference