Item 4 — Purpose of Transaction
The information set forth in Item 3 of this Schedule is incorporated herein by reference. The Reporting Person acquired the shares of Common Stock, Pre-Funded Warrants and Common Warrants for investment purposes. From and after the Closing, for so long as the Purchaser and its affiliates beneficially own sixteen and seven-tenths percent (16.7%) or more of the Issuer's outstanding Common Stock (including, solely for this purpose, shares of Common Stock issuable upon exercise of the Pre-Funded Warrants), the Purchaser will have the right, but not the obligation, to designate two (2) individuals for appointment to the Issuer's board of directors, one of whom shall be the Reporting Person so long as the Reporting Person is reasonably available, and for so long as the Purchaser and its affiliates beneficially own five percent (5%) or more of the Issuer's outstanding Common Stock (calculated on the same basis), the Purchaser will have the right, but not the obligation, to designate one (1) individual for appointment to the Issuer's board of directors, in each case subject to compliance with applicable Nasdaq rules. The Issuer has agreed to include the Purchaser's designees in the board's slate of nominees at each applicable meeting of stockholders and to use its reasonable best efforts to cause their election, and each designee is required to tender his or her resignation if the Purchaser's ownership falls below the applicable threshold. These rights are personal to the Purchaser and may not be assigned. The Reporting Person may engage in discussions from time to time with the Issuer's board of directors, the Issuer's management or the Issuer's other stockholders. These discussions may be with respect to (i) acquiring or disposing of the shares or other securities of the Issuer; (ii) maintaining or changing the Issuer's business, operations, governance, management, strategy or capitalization, or (iii) implementing transactions that may relate to or may result in any matter set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D. Additionally, the Reporting Person may acquire additional securities through open market transactions, privately negotiated transactions or other methods. (a) The Reporting Person at any time and from time to time may acquire additional shares of Common Stock, Pre-Funded Warrants and/or Common Warrants or dispose of any or all of the shares of Common Stock, Pre-Funded Warrants and/or Common Warrants that the Reporting Person owns depending upon an ongoing evaluation of his investment in the shares of Common Stock, Pre-Funded Warrants and/or Common Warrants, prevailing market conditions, other investment opportunities, other investment considerations or other factors. (b) - (j) Except as disclosed in this Schedule, the Reporting Person has no plans or proposals which relate to, or could result in, any matters referred to in paragraphs (b) through (j) inclusive of the instructions to Item 4 of Schedule 13D. The Reporting Person may, at any time and from time to time, review or reconsider his position or change his purpose or formulate plans or proposals with respect thereto.