Item 4 — Purpose of Transaction
On September 10, 2026, Mr. Jonas entered into a Securities Purchase Agreement with the Company and the other purchasers named therein (the "Purchase Agreement") providing for his purchase of 2,218,430 shares of Class B Common Stock and warrants to purchase 1,996,587 shares of Class B Common Stock for an aggregate purchase price by Mr. Jonas of $6,500,000. The purchase price was $2.93 per share and accompanying warrant coverage, which was equal to the closing price of the Class B Common Stock on the NYSE American on the trading day immediately preceding the date on which Mr. Jonas executed the Purchase Agreement. Effective September 23, 2026, with the consent of the Company, Mr. Jonas assigned all of his rights and obligations as a purchaser under the Purchase Agreement to Chartwell pursuant to an Assignment and Assumption of Securities Purchase Agreement (the "Assignment"). Chartwell assumed Mr. Jonas' obligation to pay the purchase price and his right to receive the shares and warrants. Mr. Jonas and his wife, Deborah Jonas, are the sole beneficiaries of Chartwell. On September 25, 2026, Chartwell purchased 2,218,430 shares of Class B Common Stock and received Class B Common Stock Purchase Warrant No. 2026-003 to purchase 1,996,587 shares of Class B Common Stock (the "Warrants"). The terms of the Purchase Agreement, Assignment and Warrants are described in Item 6. The shares underlying the Warrants are not included in the number of shares beneficially owned by Mr. Jonas or Chartwell because the Warrants are not exercisable within 60 days of the date of this Statement. The Warrants are not exercisable until the later of: (a) the date the Company obtains the stockholder approval required under applicable NYSE American rules for issuance of the Warrants and the shares issuable upon exercise thereof (the "Stockholder Approval Date") and (b) March 25, 2027. Mr. Jonas, through Chartwell, acquired the securities described in this Statement for investment purposes and to support the Company's expansion of its DataSeeds.AI ("DataSeeds") business. On August 31, 2026, the Company announced an expansion of its DataSeeds strategy to be supported by the private placement described in this Statement, and stated that the proceeds are intended to accelerate DataSeeds' growth and broaden its capabilities, and that the Company may also evaluate selective acquisitions or acqui-hires. In that announcement, Mr. Jonas stated that he had become more actively involved in DataSeeds and that he intended to work closely with Michael Jonas, Morris Berger, Jonathan Reich and the Company's team as they build out DataSeeds and pursue the broader opportunity in front of the Company. On August 24, 2026, the Board resolved to appoint Morris Berger as Chief Executive Officer of the Company, effective October 1, 2026. Effective October 1, 2026, Mr. Berger became Chief Executive Officer, and Jonathan Reich, who served as President and Chief Executive Officer through September 30, 2026, became President and Chief Operating Officer. Michael Jonas, the Company's Executive Chairman and Chairman of the Board, is Mr. Jonas' son. In his capacity as Vice Chairman, Mr. Jonas participates in the consideration of matters affecting the Company's business, strategy, management and capital allocation. Subject to applicable law and contractual obligations, Mr. Jonas may acquire additional securities of the Company (including, following the Initial Exercise Date (as defined in Item 6), through exercise of the Warrants) or dispose of securities beneficially owned by him, depending on market conditions, the Company's prospects and other considerations. Neither Reporting Person has entered into any agreement, arrangement or understanding with any other person (other than the relationships described in this Statement) to act together for the purpose of acquiring, holding, voting or disposing of securities of the Company, and each Reporting Person expressly disclaims membership in any "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 and Rule 13d-5 thereunder with any other person. Except as set forth in this Statement, neither Reporting Person has any present plans or proposals that relate to or would result in any of the matters described in clauses (a) through (j) of Item 4 of Schedule 13D. Each Reporting Person may, at any time and from time to time, review or reconsider its or his position and formulate plans or proposals with respect thereto, and, in Mr. Jonas' capacity as a director of the Company, may participate in the Board's consideration of such matters.