Transaction Details

Footnotes

At the Issuer's Annual Meeting of Stockholders held on September 29, 2025, the Issuer's stockholders approved the issuance of the Issuer's common stock, par value $0.001 per share (the "Common Stock"), upon the conversion of the Issuer's Series A Convertible Preferred Stock pursuant to the terms set forth in the Certificate of Designation of the Preferences, Rights and Limitations of Series A Convertible Preferred Stock ("Series A Preferred"). Stockholder approval of the conversion feature of the shares of Series A Preferred held by the Reporting Person is being reported herein as a disposition of a non-derivative security to the Issuer and an acquisition of a derivative security from the Issuer. There is no expiration date related to the conversion of the shares of Series A Preferred into shares of Common Stock. | Each share of Series A Preferred is convertible into six shares of the Issuer's Common Stock, subject to compliance with Nasdaq rules. | To maintain the Reporting Person's interest below 19.99% in accordance with Nasdaq rules, as of the date hereof, the shares of Series A Preferred held by the Reporting Person are convertible into 1,080,248 shares of the Issuer's Common Stock (notwithstanding that 422,835 shares of Series A Preferred would otherwise be convertible, at a conversion ratio of six shares of the Issuer's Common Stock for each share of Series A Preferred, into 2,537,010 shares of the Issuer's common stock). | The Reporting Person received the shares of Series A Preferred from the Issuer as partial consideration for the Reporting Person's membership interest in Resource Group US Holdings LLC ("Resource Group") in connection with the Issuer's acquisition of Resource Group pursuant to the Membership Interests Purchase Agreement, dated as of February 25, 2025, as amended June 2, 2025.