Item 4 — Purpose of Transaction
The Reporting Persons acquired the Common Stock owned by them for investment purposes. The Reporting Persons believed the securities of the Issuer represented an attractive investment opportunity and have invested in the securities based on their review of the business of the Issuer and belief in the long term value of the Issuer and its securities. The Subscription Agreement entails two closings and the acquisition of 20,833,333 shares of Common Stock for the aggregate purchase price of $17,500,000 (provided that 952,381 shares of Common Stock were paid for and issued to the person designated by the Reporting Persons). The Reporting Persons intend to proceed with the second closing pursuant to the terms of the Subscription Agreement. The Subscription Agreement further provided for the change in control of the Issuer, appointment of a new Chief Executive Officer of the Issuer, Peter Liu, and appointment of three new independent directors of the Issuer and resignation of two existing directors of the Issuer. The Reporting Persons have communicated and intend to continue to communicate with the Issuer's management and board of directors (the "Board") about, and may enter into negotiations and agreements with them regarding, among other things, the Issuer's operations, management, Board composition, ownership, capital or corporate structure, sale transactions, dividend and buyback policies, strategy and plans, including any transactions involving the Issuer or certain of the Issuer's businesses or assets, including transactions in which the Reporting Persons may seek to participate and potentially engage in, or oppose, and have communicated with and intend to continue to communicate with third parties, including potential targets, acquirers, service providers and financing sources, regarding the Issuer and the foregoing and a broad range of operational and strategic matters, and the exploration and/or development of plans and/or proposals (whether preliminary or final) with respect to the foregoing. The Reporting Persons additionally anticipates exploring the suggestion of the expansion of the Board of Directors of the Issuer with more directors including independent directors. The Reporting Persons have and may continue to exchange information with any such persons pursuant to appropriate confidentiality or similar agreements. The Reporting Persons may change their intentions with respect to any and all matters referred to in this Item 4. The Reporting Persons may also take steps to explore and prepare for various plans and actions, and propose transactions, before forming an intention to engage in such plans or actions or proceed with such transactions. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and depending upon various factors, including without limitation, the Issuer's financial position and strategic direction, the outcome of any discussions referenced above, overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the Reporting Persons may endeavor (i) to increase or decrease their position in the Issuer through, among other things, the purchase or sale of securities of the Issuer, including through transactions involving the shares of Common Stock or other securities of the Issuer in the open market or in private transactions, including through a trading plan created under Rule 10b5-1(c) or otherwise, on such terms and at such times as the Reporting Persons may deem advisable and/or (ii) to enter into transactions that increase or decrease their economic exposure to the shares of Common Stock without affecting their beneficial ownership of the shares of Common Stock or adjust their exposure to the shares of Common Stock in ways that would affect their beneficial ownership of the shares of Common Stock. In addition, the Reporting Persons may, at any time and from time to time, (i) review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto and (ii) consider or propose one or more of the actions described in subparagraphs (a) - (j) of Item 4 of Schedule 13D. On January 10, 2025, the Reporting Persons entered into a non-binding Preliminary Summary of Terms and Conditions (the "LOI") with Orbic North America LLC ("Orbic") to sell 973,173 shares of its common stock of the Issuer owned by the Reporting Person to Orbic and to grant Orbic an option to purchase an additional 486,586 shares owned by AJP. The LOI is non-binding and there has been no change in the Reporting Persons' beneficial ownership and no changes will occur until a definitive agreement is reached. The Reporting Person's purpose for this filing is a result of the issuance of a press release by Orbic announcing the LOI.