Transaction Details

Footnotes

Avenue Capital Management II, L.P. ("ACM II") is the investment manager of Avenue Venture Opportunities Fund, L.P. ("AVOF") and Avenue Venture Opportunities Fund II, L.P. ("AVOF II" and with AVOF, the "Funds"), each of which directly holds the securities reported in this Form 3, as to a 40% and 60% interest therein, respectively. ACM II has sole voting and investment power over the securities held by the Funds and may be deemed to have, but disclaims, beneficial ownership of such securities except to the extent of its pecuniary interest, if any, therein. The Funds are the direct owners of 30,619 shares of common stock of Issuer and convertible debt convertible into 5,952,381 shares of common stock of Issuer. Marc Lasry is the ultimate beneficial owner of the securities held by the Funds. See also footnote 2. | Avenue Venture Opportunities Partners, LLC ("AVOP") and Avenue Venture Opportunities Partners II, LLC ("AVOP II") are the general partners of AVOF and AVOF II, respectively. GL Venture Opportunities Partners, LLC ("GLVOP") and GL Venture Opportunities Partners II, LLC ("GLVOP II") are the managing members of AVOP and AVOP II, respectively. AVOP, AVOP II, GLVOP and GLVOP II disclaim beneficial ownership of the securities except to the extent of their beneficial interest, if any, therein. Marc Lasry is the beneficial owner of GLVOP and GLVOP II and therefore is the ultimate beneficial owner of AVOF and AVOF II. | On February 21, 2025, ACM II, as "Agent", and AVOF and AVOF II, as "Lenders", and Issuer entered into a Second Amendment to Supplement to Loan and Security Agreement dated November 22, 2022 (collectively, as amended and supplemented, the "Agreement"), pursuant to which Lenders have the right in their discretion at any time on or after April 1, 2025, to convert an aggregate amount of up to $10,000,000 of the aggregate principal amount of the outstanding Growth Capital Loans (as defined in the Agreement) into common stock of Issuer at a per share price of $1.68. | See footnote 3. | Not applicable. | Reporting Persons have not converted any debt to date. | On May 30, 2025, each of AVOF and AVOF II (collectively, the "Funds"), entered into a Third Amendment (the "Third Amendment") to the Agreement with Issuer. Pursuant to the Third Amendment, any conversion by the Funds of the principal amount of the Growth Capital Loans is subject to a 9.99% beneficial ownership limitation on Issuer's common stock and as a result, the Reporting Persons are no longer subject to Section 16.