Item 4 — Purpose of Transaction
The Reporting Person acquired the securities described in this Schedule 13D pursuant to the transactions and agreements with the Issuer discussed in Item 3 of this Schedule 13D, which is incorporated herein by reference. In connection with the transactions contemplated by the SPA, immediately prior to the execution of the SPA on April 27, 2026, the Reporting Person was appointed to the Issuer's Board as a Class II director with a term expiring at the Issuer's 2027 annual meeting of stockholders. At the Issuer's special meeting of stockholders reconvened on July 17, 2026, the Issuer's stockholders approved, among other matters, the issuance of shares of Common Stock, upon conversion of the Preferred Stock and the election of Avraham Ben-Tzi and David Natan, each of whom had been designated by the Reporting Person, to the Board. Effective July 17, 2026, the Reporting Person was appointed Chief Executive Officer of the Issuer and Chairperson of the Board. The Reporting Person intends to review his investment in the Issuer on a continuing basis, taking into consideration various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for shares of Common Stock of the Issuer in particular, as well as other developments and other investment opportunities. In his capacity as Chief Executive Officer, Chairperson of the Board and controlling stockholder of the Issuer, the Reporting Person also intends to evaluate and pursue strategic opportunities for the Issuer, which may include an investment in, or acquisition of, an operating business. Based upon such review, the Reporting Person will take such actions in the future as the Reporting Person may deem appropriate in light of the circumstances existing from time to time, which may include further acquisitions of shares of Common Stock or other securities of the Issuer, the conversion of additional shares of Preferred Stock of the Issuer into shares of Common Stock of the Issuer, or the disposition of some or all of the securities of the Issuer owned or otherwise acquired by the Reporting Person, either in the open market or in privately negotiated transactions. Any open-market or privately negotiated purchases or sales, acquisition recommendations or proposals, strategic transactions or other transactions concerning the Issuer may be made at any time without prior notice, subject to applicable law. Any alternative may depend upon a variety of factors, including, without limitation, current and anticipated future trading prices of the securities, the financial condition, results of operations and prospects of the Issuer, general industry conditions, the availability, form and terms of financing, other investment and business opportunities, general stock-market and economic conditions, tax considerations, applicable legal, regulatory and contractual restrictions, and other factors. Although the foregoing reflects plans and proposals presently contemplated by the Reporting Person with respect to the Issuer, the foregoing is subject to change at any time and dependent upon contingencies and assumed and speculative conditions, and there can be no assurance that any of the actions set forth above will be taken. Depending upon each factor discussed above and any other factor that is, or may become, relevant, the Reporting Person may consider, among other things: (a) the acquisition by the Reporting Person of additional securities of the Issuer, the disposition of securities of the Issuer, or the conversion or exercise of convertible or other securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) changes in the present Board or management of the Issuer; (e) a material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's certificate of incorporation, bylaws or instruments corresponding thereto, or other actions that may impede the acquisition of control of the Issuer by any person; (h) causing any class of the Issuer's securities to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to those enumerated above. Except as described in this Schedule 13D, and except to the extent that the foregoing may be deemed to constitute a plan or proposal, the Reporting Person does not currently have any plans or proposals that relate to or would re