On June 27, 2025, a representative of the Transaction Committee met with a representative of GCP to evaluate GCP’s qualifications to assist in evaluating a potential “going dark” transaction. Following this meeting, the Transaction Committee determined to recommend that the Board engage GCP because of its experience in similar transactions and its professional reputation as an independent financial advisor. Additionally, the Transaction Committee determined that there were no relationships that would impair GCP’s ability to provide fully independent advice to the Transaction Committee. Such engagement was formalized on July 22, 2025.
On July 9, 2025, the Board held a meeting during which it discussed, among topics, a potential “going dark” transaction by means of a reverse stock split, including whether such a transaction would be in the best interests of the Company’s stockholders. The Board discussed the means of funding the cost of such a transaction, and the Board weighed various options, including using the Company’s cash on hand and seeking an external financing source. The Board determined to engage Sullivan & Worcester LLP (“Sullivan”) as its legal advisor because of its experience and expertise in both corporate and securities matters, including transactions similar to the Transaction, and corporate governance and fiduciary matters. The Board determined that there were no relationships that would impair Sullivan’s ability to provide fully independent advice to the Transaction Committee.
On August 15, 2025, the Transaction Committee held a meeting during which it continued to discuss the potential “going dark” transaction and actions taken to date and management’s preparation of preliminary forecasts to further evaluate the potential cost savings from a “going dark” transaction.
In August 2025, the Transaction Committee and its advisors, together with the Company’s management, evaluated the potential costs and structure of a potential “going dark” transaction. During this meeting, the Transaction Committee discussed preliminary forecasts prepared by Company (the “Preliminary Forecasts”), which once finalized would be used as the basis for a discounted cash flow analysis, among other analyses, it being understood that any financial forecasts to be used by any financial advisor of the Company for purposes of its fairness opinion would need to be approved by the Transaction Committee and the Board. The Transaction Committee noted that financial forecasts of the Company was a necessary factor to estimate a potential per-share cash out price for fractional shares and thereby an estimated cost of a reverse stock split needed to implement a potential “going dark” transaction.
On August 19, 2025, the Transaction Committee held a meeting to review the Preliminary Forecasts and determined to approve the Preliminary Forecasts and recommend it to the Board for approval.
On August 20, 2025, the Board held a meeting where the Transaction Committee reviewed and discussed the Preliminary Forecast, and following such discussion and based on the recommendation of the Transaction Committee, the Board approved the Preliminary Forecast.
In September 2025, the Transaction Committee and its advisors, together with Company management, continued to refine the Preliminary Forecasts and the underlying assumptions.
On September 5, 2025, the Transaction Committee held a meeting during which it was noted that following the approval of the Preliminary Forecasts by the Committee and the Board, it was determined that the Preliminary Forecasts had not correctly considered the impact of forecasted product cost increases and other factors on the projected sales of the Company in years 2026–2029, and that Company management was currently preparing revised financial forecasts to correct that oversight.
On September 6, 2025, the Transaction Committee held a meeting during which it considered the revised financial forecasts (the “Final Forecasts”) submitted by Company management, and following discussion, the Transaction Committee approved the Final Forecasts and recommend it to the Board for approval.
On September 9, 2025, the Board held a meeting where the Transaction Committee reviewed and discussed the Final Forecast, including the basis for the revised assumptions that were used to create the Final Forecasts and following such discussion and based on the recommendation of the Transaction Committee, the Board approved the Final Forecasts and, it was determined that at the Transaction Committee’s and the Board’s direction, the Final Forecasts be used and relied upon by GCP as the basis for the rendering of its fairness opinion and performing the financial analyses described in “—Opinion of Financial Advisor”, it being understood that the Final Forecasts were the only forecasts to be used by GCP for such purpose, as any prior draft management forecasts provided to GCP for purposes of its preliminary analyses and prior discussions with the Transaction Committee were preliminary only.
