Item 4 — Purpose of Transaction
Item 4 of the Schedule 13D is amended by adding the following: Merger Agreement and Related Transactions: On April 1, 2025, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Concentra and Concentra Merger Sub III, Inc., a wholly owned subsidiary of Concentra ("Merger Sub"). The Merger Agreement provides for, among other things, (i) the acquisition of all the Issuer's outstanding shares of Common Stock by Concentra through a cash tender offer (the "Offer") by Merger Sub, for a price per share of the Common Stock of $0.33 in cash, and (ii) the merger of Merger Sub with and into the Issuer (the "Merger") with the Issuer surviving the Merger. Closing of the Offer is subject to certain conditions, including that the number of shares of Common Stock validly tendered equals at least one share more than 50% of all shares of Common Stock then issued and outstanding as of the expiration of the Offer, the Closing Net Cash (as defined in the Merger Agreement) shall be no less than $35.5 million, and other customary conditions. The foregoing description of the Merger Agreement and related transactions does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached as Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on April 2, 2025. Guaranty: Concurrently with the execution of the Merger Agreement, and as a condition and inducement to the Issuer's willingness to enter into the Merger Agreement, Tang Capital Partners, LP delivered to the Issuer a duly executed limited guaranty dated as of the date of the Merger Agreement, in favor of the Issuer, in respect of certain of Concentra and the Merger Sub's obligations arising under, or in connection with, the Merger Agreement. Certain obligations under the limited guaranty are subject to a cap of $30.6 million, which includes certain enforcement costs, under the Merger Agreement.