Item 4 — Purpose of Transaction
The Reporting Person is the President, Chief Executive Officer and a director of the Issuer. The Reporting Person holds the shares of Common stock reported in this Schedule 13D in connection with her services as an executive officer and director of the Issuer. See also the comment to Item 1 of this Schedule 13D and response to Item 3 of this Schedule 13D. The Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 31, 2026, with Langham Project, LLC, a Nevada limited liability company ("Parent"), and Langham Merger Sub, Inc., a Nevada corporation and wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub will merge with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, among other things, at the effective time of the Merger, each share of Common Stock issued and outstanding immediately prior to such time will be cancelled and automatically converted into the right to receive cash merger consideration as set forth in the Merger Agreement. Reference is made to the Current Report on Form 8-Ks filed by the Issuer with the U.S. Securities and Exchange Commission ("SEC") on August 3, 2026, which further describes the Merger, changes to the Issuer's capitalization and corporate structure, and the anticipated termination of the registration and quotation of the Common Stock following consummation of the Merger. Such disclosure is incorporated herein by reference to the extent relevant to Items 4(a) through 4(j) of Schedule 13D. The Reporting Person, in her capacity as the President and Chief Executive Officer and a member of the board of directors of the Issuer (the "Board"), participated in the approval of the Merger Agreement and, together with the other members of the Board, has approved and intends to recommend that the Issuer's shareholders vote "FOR" the proposal to approve and adopt the Merger Agreement, the Merger and the other transactions contemplated thereby. The Reporting Person also intends to vote, or direct the vote of, all of her shares of Common Stock in favor of the approval and adoption of the Merger Agreement, the Merger and such other transactions. In addition to the above-referenced anticipated Merger, from time to time, subject to restrictions that may be applicable by virtue of the Reporting Person's role as President, Chief Executive Officer, a member of the Board and a shareholder of the Issuer, the Reporting Person may, via open market transactions or otherwise, acquire additional shares of Common Stock or determine to dispose of shares of Common Stock beneficially owned by her. The Reporting Person intends to review her investment in the Issuer on a continuing basis and, upon further developments, including with respect to the anticipated Merger, other investment and business opportunities available to her, general stock market and economic conditions, and tax considerations, may change her investment in the Issuer. The Reporting Person will periodically consider such sales opportunistically based on such factors and, as a result, the ultimate number of shares of Common Stock that may be acquired or disposed of, if any, is not currently ascertainable. Without limiting the generality of the foregoing, and notwithstanding the proposed Merger transaction, and also by virtue of such roles that the Reporting Person has with the Issuer, the Reporting Person reserves the right (in each case, subject to any applicable restrictions under law or contract and subject to market conditions, as applicable) to, at any time or from time to time, encourage or cause (including, without limitation, through communications with directors, management, and existing or prospective security holders, investors or lenders, of the Issuer, existing or potential strategic partners, industry analysts and other investment and financing professionals) the Issuer (A) to explore, consider and/or effect public or private offerings of the Issuer's securities, sales or acquisitions of assets or businesses, or other extraordinary corporate transactions, (B) to issue securities to third parties for services rendered or for other appropriate consideration, (C) to change the Board, including changing the number or term of Issuer director or filling existing vacancies, (D) to change the Issuer's capitalization or dividend policies, and (E) to modify the Issuer's articles of incorporation, bylaws or other organizational documents, each as amended to date, including taking other actions which may impede the acquisition of control of the Issuer by any third party (including, without limitation, with respect to the anticipated Merger). The Reporting Person has, in connection with the Merger, and intends to initiate, or continue to engage in, communications with one or more other shareholders or other security holders of the Issuer, one or more officers of the Issuer, one or more members