Item 4 — Purpose of Transaction
Item 4 of the Original Schedule 13D is hereby amended and restated as follows: The information reported in Item 3 is incorporated by reference into this Item 4. All of the shares of Common Stock that may be deemed to be beneficially owned by the Reporting Persons, as reported herein, are held for investment purposes. Each Reporting Person 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 each Reporting Person's liquidity requirements and investment considerations, 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 Schedule 13D. On July 28, 2026, 3i, LP delivered a letter (dated July 29, 2026, the "July Letter") to the Issuer's board of directors (the "Board"), a copy of which is attached to the Original Schedule 13D as Exhibit 2 and is incorporated herein by reference. In the July Letter, 3i, LP demanded the immediate removal of Michael Handley as the chief executive officer of the Issuer and the commencement of the search for his replacement. On August 9, 2026, 3i, LP delivered another letter to the Board (the "August Letter"), a copy of which is attached to this Amendment No. 1 as Exhibit 4 and is incorporated herein by reference. In the August Letter, 3i, LP proposed to purchase shares of Series B Preferred Stock or shares of Series C Preferred Stock for up to $9,000,000, with $3,000,000 immediately available and the remaining $6,000,000 to be funded in installments over the next two months, subject to customary due diligence, negotiation and execution of definitive agreements in form and substance satisfactory to 3i, LP, and receipt of required approvals. As proposed, funding of each installment would be further conditioned on the Issuer's continued Nasdaq listing and its execution of the plan approved by the reconstituted Board as described below. Pursuant to the August Letter, the investment would require certain changes to the Issuer's management and Board, consisting of (a) Michael Handley being terminated as Chief Executive Officer and removed from the Board, effective immediately, (b) Ms. Sheryle Bolton stepping down from the Board as Chair and director, and Mr. Tarlow assuming the role of Chairman of the Board, each effective upon the execution of the definitive agreements for the investment, and (c) two additional directors nominated by 3i, LP joining the Board, subject to the Board's reasonable review and approval. Upon leaving the Board, Ms. Bolton would serve as Special Advisor to the Chairman and receive the same level of compensation while she was Chair of the Board. Except as otherwise described herein, the July Letter and the August Letter, 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 Schedule 13D, although each Reporting Person reserves the right, at any time and from time to time, to review or reconsider its or his position and/or change its or his purpose and/or formulate plans or proposals with respect thereto. In addition, each Reporting Person reserves the right to increase or decrease its or his position in the Issuer through, among other things, the purchase or sale of securities of the Issuer on the open market or in private transactions or otherwise (including the continued purchases of shares of Common Stock by Tumim Stone pursuant to the ELOC Purchase Agreement), on such terms and at such times as such Reporting Person may deem advisable. Each Reporting Person reserves the right to change its or his intention with respect to any and all matters referred to in this Item 4.