Transaction Details

Footnotes

The warrants (the "Warrants") were purchased by the Reporting Person from the Issuer in a private placement pursuant to that certain Securities Purchase Agreement, dated as of August 18, 2025 (the "Purchase Agreement"). The exercise price of the Warrants is subject to adjustment in the event of any issuances of common stock, par value $0.0001 per share ("Common Stock"), of the Issuer or securities convertible, exercisable or exchangeable for Common Stock, at a price below $1.50, in such case the number of shares of Common Stock issuable upon exercise of Warrants will be adjusted proportionally. | The Reporting Person's ability to exercise the Warrants is conditioned on the Issuer obtaining the requisite stockholder approval ("Stockholder Approval") as set forth in the Purchase Agreement. The Warrants expire on the date that is five years from the date of such Stockholder Approval. | The reported securities are directly owned by V4 Global LLC ("V4") and may be deemed to be beneficially owned by the Reporting Person as managing member of V4. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. | The shares of Series B Convertible Preferred Stock of the Issuer (the "Preferred Stock") were purchased by the Reporting Person from the Issuer in a private placement pursuant to the Purchase Agreement. The shares of Preferred Stock are convertible at an initial conversion price equal to $1.50 per share, subject to certain adjustments. | The Reporting Person's ability to convert the shares of Preferred Stock is conditioned on the Issuer obtaining Stockholder Approval. The shares of Preferred Stock do not expire.