Item 4 — Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and supplemented to add the following: On January 26, 2026, the Reporting Person and The Kawa Fund Limited (the "Fund" and, together with the Reporting Person, "Kawa") entered into a cooperation agreement with the Issuer (the "Cooperation Agreement"). Pursuant to the Cooperation Agreement, the Issuer is commencing a review of strategic options (the "Strategic Review Process"), which review may include, without limitation, the consideration of potential acquisition and merger targets, the potential sale of the Issuer and continuing to operate as an independent publicly traded entity. The Cooperation Agreement does not obligate the Issuer to pursue or consummate any such transaction or require the Issuer's Board of Directors (the "Board") to take any action that it determines in good faith is inconsistent with its duties under applicable law. The Cooperation Agreement also provides Kawa the opportunity, if Kawa desires, to participate in the Strategic Review Process on substantially the same terms as other participants. The Cooperation Agreement contains customary standstill and non-disparagement provisions. The Cooperation Agreement will terminate on September 1, 2026. Pursuant to the Cooperation Agreement, Kawa must cause all Common Shares pursuant to which it has the sole or shared power to direct the voting to be present for quorum purposes at the Issuer's 2026 annual meeting of stockholders and to refrain from "withholding" or voting "against" the directors nominated by the Board for election at such annual meeting. Concurrent with the execution of the Cooperation Agreement, the Fund irrevocably withdrew the Notice of Nomination and all related materials and notices submitted to the Issuer in connection therewith or related thereto. The full text of the Cooperation Agreement is included as Exhibit 7.05 hereto and is incorporated herein by reference. In addition, the Nomination Agreements with each of Messrs. Openshaw, Fisher, Roy and Gitelson previously disclosed in Item 4 of the Schedule 13D were terminated pursuant to their terms.