ITEM 4.
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PURPOSE OF TRANSACTION
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The Reporting Persons acquired the securities reported herein for investment purposes, subject to the following:
The information in Item 6 of this Schedule 13D is incorporated herein by reference.
The Reporting Persons review on a continuing basis the transactions contemplated by the Investment Agreement. Based on such review, the Reporting Persons may
exercise their rights under those agreements and/or the other agreements described in Item 6 of this Statement on Schedule 13D, including to terminate, amend or modify any of the transactions contemplated thereby, and/or may acquire, or cause to be
acquired, beneficial interests in securities of Issuer at any time, or formulate other purposes, plans or proposals regarding Issuer or any of its securities, to the extent deemed advisable in light of the investment policies of the Reporting
Persons, Issuers business, financial condition and operating results, general market and industry conditions or other factors. Other than as described in this Item 4, and except as otherwise disclosed herein or in agreements described in this
Statement on Schedule 13D, the Reporting Persons have no present plans or proposals that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of the instructions to Item 4 of this Statement on Schedule 13D. However, as
part of the ongoing evaluation of the transactions contemplated by the Investment Agreement, the Reporting Persons may at any time review or reconsider their respective positions with respect to Issuer and formulate plans or proposals with respect
to any of such matters and, from time to time, may hold discussions with or make formal proposals to management or Issuers board of directors, other stockholders of Issuer or other third parties regarding such matters. There can be no
assurance that the possible courses of action expressed in this Item 4 will be consummated by the Reporting Persons.
ITEM 5.
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INTEREST IN SECURITIES OF THE ISSUER.
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The information contained in rows 7, 8, 9, 10, 11, 12 and 13 on each of the cover pages of this Statement on Schedule 13D and the footnotes thereto, and the
information set forth or incorporated in Items 2, 3, 4 and 6 is incorporated by reference in its entirety into this Item 5.
(a) and (b):
As a result of the transactions described in Items 4 and 6, as of the date of this Schedule 13D, under the definition of beneficial ownership as
set forth in Rule 13d-3 under the Exchange Act, each Reporting Person may be deemed to share voting and dispositive power with respect to, and therefor beneficially own, 2,250,000 shares of Series A Preferred
Stock, which are convertible into 2,827,127 shares of Common Stock, representing approximately 9.8% of the outstanding shares of Common Stock (based on 26,091,024 shares of Common Stock outstanding as of May 10, 2021, as reported in the
Issuers definitive proxy statement on Schedule 14A, filed with the Commission on May 17, 2021, together with any shares of Common Stock issuable upon conversion of the Series A Preferred Stock held by the Reporting Persons).
Except as set forth above, no Reporting Person beneficially owns any shares of Series A Preferred Stock or Common Stock. Neither the filing of this Schedule
13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that it is the beneficial owner of any of the Series A Preferred Stock or Common Stock referred to herein for the purposes of Section 13(d)
of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed by each Reporting Person. Each Reporting Person expressly disclaims any assertion or presumption that it and the other persons on whose behalf this
Statement is filed constitute a group for the purposes of Sections 13(d) of the Exchange Act and the rules thereunder. The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are
members of a group for the purposes of Sections 13(d) of the Exchange Act.
(c) Except as set forth in this Schedule 13D, none of the
Reporting Persons has effected any transaction in Common Stock in the past 60 days.
(d) To the best knowledge of the Reporting Persons, no one other than
the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock reported herein
as beneficially owned by the Reporting Persons.
(e) Not applicable.