Filing Details

Item 4 of the Schedule 13D is amended and supplemented with the following information: On February 18, 2025, Deep Track, in compliance with the Amended and Restated Bylaws of the Issuer (the "Bylaws"), submitted to the Issuer its formal notice of intent (the "Notice") to present a stockholder proposal and nominate candidates for election to the board of directors of the Issuer (the "Board"), in each case, at the 2025 annual meeting of stockholders of the Issuer (including any adjournments or postponements thereof or any special meeting that may be called in lieu thereof, the "2025 Annual Meeting"). The Notice stated that at the 2025 Annual Meeting, DTBMF, in its capacity as the Record Stockholder (as defined in the Bylaws), intends to nominate Brett A. Erkman, Jeffrey S. Farrow, Michael Mullette, and Donald J. Santel (each a "Nominee" and collectively, the "Nominees") for election as directors of the Issuer. In the Notice, the Record Stockholder reserved the right to further nominate, substitute or add additional persons, including in the event that (a) the Issuer purports to increase the number of directorships, (b) the Issuer makes or announces any changes to the Bylaws or takes or announces any other action that purports to have, or if consummated would purport to have, the effect of disqualifying either Nominee or any additional nominee nominated pursuant to the foregoing, and/or (c) any Nominee is unable or hereafter becomes unwilling for any reason to serve as a director of the Issuer. DTBMF also submitted to the Issuer a stockholder proposal for consideration at the 2025 Annual Meeting that proposes the repeal of each provision, or amendment to, the Bylaws adopted by the Board without the approval of the stockholders of the Issuer subsequent to November 6, 2018 (the date of the most recent publicly disclosed Bylaws) and up to and including the end of the 2025 Annual Meeting (the "Bylaw Proposal"). The Reporting Persons and the other participants named in the Notice intend to file a preliminary proxy statement with the SEC in connection with the solicitation of proxies in favor of the election of the Nominees and approval of the Bylaw Proposal at the 2025 Annual Meeting. Deep Track has entered into an engagement and indemnification agreement (the "Engagement and Indemnification Agreement") with each of Jeffrey S. Farrow, Michael Mullette, and Donald J. Santel, substantially in the form attached as Exhibit 99.2 hereto, pursuant to which each agreed to be named as a Nominee in Deep Track's proxy soliciting materials related to the 2025 Annual Meeting and to serve as a director if elected. Deep Track has agreed to indemnify each such Nominee against any losses suffered, incurred or sustained by them in connection with being a member of the slate or the solicitation of proxies in connection therewith, and to reimburse them for reasonable, documented, out-of-pocket expenses incurred as a result of their being a member of slate, including reimbursement for reasonable, documented, out-of-pocket travel expenses and expenses in connection with legal counsel retained to represent them in connection with being a member of the slate. Furthermore, each such Nominee is entitled to receive $10,000 from Deep Track within five (5) business days following the mutual execution of the Engagement and Indemnification Agreement and another $20,000 payable upon the earlier to occur of (i) such Nominee's election to the Board by the Issuer's stockholders or appointment to the Board pursuant to an agreement between the Issuer and Deep Track, (ii) such Nominee not being elected as a director of the Issuer following the conclusion of a proxy solicitation in which such Nominee was nominated (and did not withdraw) their nomination for election to the Board, or (iii) Deep Track's decision to withdraw such Nominee's nomination. The foregoing is qualified in its entirety by reference to Exhibit 99.2, which is incorporated herein by reference.

Exhibit 99.1 Joint Filing Agreement, dated September 16, 2024, among the Reporting Persons.* Exhibit 99.2 Form of Engagement and Indemnification Agreement entered into by and between Deep Track Capital, LP and certain Nominees. * Previously Filed