Item 4 — Purpose of Transaction
On August 6, 2026, the Reporting Person entered into a Purchase and Sale Agreement (the "Agreement") with Kotarba Partners Fund I, LP, a Delaware limited partnership (the "Purchaser"), pursuant to which the Reporting Person agreed to sell to the Purchaser up to 738,534 shares of Common Stock (the "Shares"), comprising 100% of the shares of Common Stock beneficially owned by the Reporting Person as of the date of the Agreement, on the terms and conditions specified in the Agreement. Pursuant to the Agreement, the Purchaser completed the purchase of 176,006 Shares at a purchase price of $1.85 per share on September 30, 2026 (the "Initial Purchase"). The Purchaser has the option to purchase the remaining Shares by no later than March 31, 2028. Of the remaining Shares, 176,006 will have a purchase price of $1.85 per share, and the balance will have a purchase price equal to 85% of the volume-weighted average price of the Company's common stock for the 30 consecutive trading days ending on the last business day immediately prior to the applicable closing date, subject to a minimum purchase price of $1.85 per share and a maximum purchase price of $4.00 per share. The parties may agree to terminate the Agreement before March 31, 2028, whether or not additional purchases of Shares have been completed, or to extend the Purchaser's option to purchase the Shares beyond March 31, 2028. Other than as set forth in the Agreement, the Reporting Person has agreed to retain sole record and beneficial ownership, free of any Encumbrances (as defined in the Agreement), of all Shares that the Purchaser has the option to purchase under the Agreement (or as the parties may otherwise mutually agree), until the expiration or termination of the Agreement. The foregoing summary of the terms and conditions of the Agreement is qualified in its entirety by reference to the full text of the Agreement, a copy of which was previously filed as Exhibit 1 to Amendment No. 2 to this Schedule 13D filed on August 10, 2026 and is incorporated herein by reference. The Reporting Person has no other present plans or proposals that relate to or would result in any of the events listed in Item 4. The Reporting Person may receive gifts or additional shares of Common Stock in the future and, in that event, may engage in sales of shares of Common Stock from time to time in furtherance of its charitable purposes.