Reorganization, Management Change/Compensation (Form 8-K)

Item 2.05. Costs Associated with Exit or Disposal Activities.

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On October 18, 2025, pursuant to the terms of the Loan Agreement, Oxford informed the Company that it intended to foreclose on all of the Company's remaining assets and that Oxford would not consent to the Company's use of cash for any reason other than for minimal payroll expenses pending Oxford's foreclosure of the Company's assets. In addition, Oxford has swept substantially all of the Company's cash resources from its bank accounts. As a result, on October 19, 2025, the Board terminated all remaining employees not deemed necessary by Oxford to execute a foreclosure of the Company's assets (the "Reduction").

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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On October 19, 2025, in connection with the Reduction, the Board terminated without cause the employment of Todd Bazemore, the Company's President and Chief Executive Officer, effective immediately. Mr. Bazemore will continue to serve as a director of the Company and act as the Company's principal executive officer.

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Item 8.01. Other Events

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As described above, on October 18, 2025, pursuant to the terms of the Loan Agreement, Oxford informed the Company that it intended to foreclose on all of the Company's remaining assets and that Oxford would not consent to the Company's use of cash for any reason other than for minimal payroll expenses pending Oxford's foreclosure of the Company's assets. In addition, Oxford has swept substantially all of the Company's cash resources from its bank accounts. After applying the swept cash to its secured debt claims, Oxford continues to be owed approximately $9.6 million by the Company. Unless Oxford's foreclosure on the Company's noncash assets results in proceeds in excess of the amount of Oxford's remaining claim, the Company does not believe that any distributions to stockholders or unsecured creditors will be available following Oxford's foreclosure and in connection with any dissolution of the Company.

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In addition, given Oxford's control of the Company's cash resources and Oxford's limitation on the use of the Company's cash resources, the Company does not expect to be able to continue to file reports with Securities and Exchange Commission, including but limited to its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 and the Annual Report on Form 10-K for the fiscal year ending December 31, 2025. The Company also expects that its common stock will be delisted from The Nasdaq Capital Market.

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