Item 4 — Purpose of Transaction
"Item 4. Purpose of Transaction." of the Schedule 13D is being amended and restated by this Amendment No. 2 as follows: Algo, Corvus and Dr. Regan acquired the shares of Common Stock owned directly by each such Reporting Person in connection with the Merger contemplated by the Merger Agreement for investment purposes. The information contained in Item 3 of this Amendment No. 2 is incorporated herein by reference. In September 2023, in connection with the Merger, Corvus and Algo entered into a participation and inducement agreement (the "Inducement Agreement") with a third party investor in the Issuer, whereby Corvus and Algo agreed to provide certain payments to such investor in the event Corvus and Algo sold or pledged in a debt transaction any of the shares it was receiving in the Merger. In certain circumstances, such investor may have a right to cause Corvus to transfer certain of its shares to such investor. On March 26, 2024, Algo pledged (such pledge, the "Algo Pledge") 14,378,695 shares of Common Stock directly owned by it, which constituted all of the shares of Common Stock held in its margin account at RBC Capital Markets, LLC ("RBC"), to RBC as collateral for a loan, pursuant to that certain Control and Restricted Loan Agreement, dated March 26, 2024, by and between Algo and RBC (the "Loan Agreement"). The loan proceeds were used to pay a portion of certain amounts owed by Corvus and Algo to the third party investor pursuant to the Inducement Agreement. On June 14, 2024, Corvus transferred 1,100,000 shares of Common Stock directly owned by it to Algo for no consideration, pursuant to that certain Securities Transfer Request dated June 13, 2024 (the "Transfer Request" and such transfer, the "Corvus Transfer"). On June 24, 2024, Corvus entered into a Guaranty of Account with RBC (the "Guaranty of Account") to guarantee Algo's remaining obligations under the Loan Agreement and in connection therewith pledged 30,048,454 shares of Common Stock directly owned by it, which constituted all of the shares of Common Stock held in Corvus's margin account at RBC, to RBC (such pledge, the "Corvus Pledge"). From July 3, 2024 to July 17, 2024, RBC sold a total of 15,301,068 shares of Common Stock from Algo's account at RBC pursuant to the terms and conditions of the Loan Agreement, as detailed on Schedule A attached hereto. On June 3, 2025, Manoira entered into the Joint Development Agreement with the Issuer and agreed to fund all of the development activities of the collaboration and, in lieu of any further obligation for development costs, the Issuer issued 154,799 shares of Common Stock as an up-front consideration of $500,000. The foregoing descriptions of the Loan Agreement, the Transfer Request, the Guaranty of Account and the Joint Development Agreement do not purport to be complete and is qualified in its entirety by reference to the full text of the Loan Agreement, the Transfer Request and the Guaranty of Account, which are filed as Exhibits 8, 9, 10 and 12, respectively, to the Schedule 13D and incorporated herein by reference. Dr. Regan is the Chief Executive Officer of the Issuer and serves as a director on the Issuer's board of directors. Accordingly, Dr. Regan may have influence over the corporate activities of the Issuer, including activities that may relate to items described in clauses (a) through (j) of Item 4 of the Schedule 13D. Except as otherwise described herein, the Reporting Persons currently have no plan(s) or proposal(s) that relate to, or would result in, any of the events or transactions described in Item 4(a) through (j) of the Schedule 13D, although each Reporting Person reserves the right, at any time and from time to time, to review or reconsider its position and/or change its purpose and/or formulate plans or proposals with respect thereto. The Reporting Persons intend to review from time to time their investment in the Issuer and the Issuer's business affairs, financial position, performance and other investment considerations. The Reporting Persons may from time to time engage in discussions with the Issuer, its directors and officers, other stockholders of the Issuer and other persons on matters that relate to the management, operations, business, assets, capitalization, financial condition, strategic plans, governance and the future of the Issuer and/or its subsidiaries. Based upon such review and discussions, as well as general economic, market and industry conditions and prospects and the Reporting Persons' liquidity requirements and investment considerations, and subject to the limitations in the agreements described above, the Reporting Persons may consider additional courses of action, which may include, in the future, formulating plans or proposals regarding the Issuer and/or its subsidiaries, including possible future plans or proposals concerning events or transactions of the kind described in Item 4(a) through (j) of the Schedule 13D.