Common use of SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS Clause in Contracts

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS. Some of the statements contained in this Memorandum, including statements contained in the sections captioned "EXECUTIVE SUMMARY," "CARTIS ORGANIZATION STRUCTURE, MANAGEMENT, PRODUCTION, SALES & MARKETING", "COMPETITION" and "FINANCIAL PROJECTIONS" discuss future expectations and intentions, contain projections of results of operations or financial condition or state other "forward-looking" information. Such statements can be identified by the use of forward-looking terminology such as "plan," "intend," "hope," "may," "will," "expect," "anticipate," "estimate," "continue" or other similar words. Statements are subject to known and unknown risks, uncertainties and other factors that could cause the actual results to differ materially from those contemplated by the statements. Investors should consult the "Risk Factors" contained herein in order to assess the risks involved with the investment. The forward-looking information is based on various factors and was derived using numerous assumptions. When considering such forward-looking statements, you should keep in mind the risk factors referenced above and other cautionary statements in this Memorandum. Important factors that may cause actual results to differ from the Company's projections include, for example: the success or failure of the Company's test trials on new products; the Company's ability to enter into joint venture, co-marketing or other strategic partnering relationships with established companies; marketplace acceptance of the Company's water purification products; whether other companies develop products which are competitive with the Company's; The Company's ability to obtain future financing to fund Company growth and the Company's continued transition to commercial operations; the Company's ability to negotiate and maintain favorable distribution arrangements for the Company's products; changes in government regulations; and the Company's ability to attract and retain qualified employees. The Company does not undertake to update forward-looking information to reflect actual results or changes in assumptions or other factors that could affect those statements. Private and Confidential Cartis Incorporated EXECUTIVE SUMMARY Cartis has discovered, developed, commercialized and patented a new state-of-the-art process to purify water at low cost, and in quantities that are adequate to supply the potable water requirements of human consumption, including drinking, cooking and other domestic needs. The CARTIS process can also greatly improve vegetable growing in greenhouses. Management believes that the water quality after CARTIS treatment often surpasses other commonly available methods and sources of potable water, including bottled water. *** The huge potable water markets around the world rely on a variety of well-known and documented treatment and filtration methods. Most often, these methods only bring partial solutions to water pollution problems. The main methods and processes most commonly in use around the world utilize: * UV lamps, which almost totally destroy bacteria in clear water, are limited to bacteria elimination only, * Active Carbon ("AC") is renowned for the elimination of odors, chlorine, heavy metals and pesticides. Since AC does not destroy bacteria, its usage is severely limited by rapid bacterial saturation, which forces frequent filter replacements. Also, water treated with AC is void of bactericidal properties, * Active Carbon with Silver Coating solves the issue of internal bacteria contamination, but its process is severely limited by the risk of silver nitrate pollution, a heavy metal, and a short useful life. In order to prevent silver nitrate pollution, forbidden in most developed countries, the quantity of nitrate coating is kept to a minimum, thereby greatly diminishing its usefulness. * Water Softeners suppress calcium, which is responsible for water hardness and limestone deposits. However these softeners diminish the cleaning properties of water and give it an unpleasant taste. Moreover, softeners facilitate bacteria proliferation. CARTIS incorporates several existing proven methods of water filtration and treatment, while significantly improving on them. CARTIS breakthrough technology creates a permanent bond between pure silver and active carbon, thereby joining one of the best bactericidal agent with a time tested pollution screener. This technology delivers potable water without harming the delicate balance of minerals naturally present in water. The CARTIS showcase product currently on the market is the Potable Water System PWS 300. The PWS 300 provides potable water void of limestone to households, hospitals, schools, hotels, without the use of chlorine. Water treated by CARTIS keeps destroying bacteria, even after treatment. The PWS 300 incorporates the following elements: * One coarse filter for large impurities, then downstream, * One Xxxxxxxx UV lamp with an output of 25,000 millijoules that corresponds to European standards and surpasses US standards for potable water. The lamp's output is sufficient to eliminate bacteria up to 99% in clear water, then downstream, * One CARTIS cartridge. The cartridge contains a powder composed of pure silver 99.9999 (6N) bonded by intermolecular links to active carbon. The bond is performed in radio frequency, low-pressure cold plasma reactors. The CARTIS process is patented worldwide. The bonding of silver and active carbon ensures bacteria destruction during and after treatment, while eliminating the problem of silver nitrates pollution. Chlorine, a harmful chemical, is the only competing product to CARTIS with similar conservation properties of bacteria destruction after treatment. Private and Confidential

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS. Some This prospectus contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance and expectations. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “may”, “will”, “should”, “expects”, “plans”, “anticipates”, “could”, “intends”, “target”, “projects”, “contemplates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements contained in this Memorandumprospectus include, including but are not limited to, statements contained in the sections captioned "EXECUTIVE SUMMARY," "CARTIS ORGANIZATION STRUCTURE, MANAGEMENT, PRODUCTION, SALES & MARKETING", "COMPETITION" about: ● our future financial and "FINANCIAL PROJECTIONS" discuss future expectations and intentions, contain projections of results of operations or financial condition or state other "forward-looking" information. Such statements can be identified by the use of forward-looking terminology such as "plan," "intend," "hope," "may," "will," "expect," "anticipate," "estimate," "continue" or other similar words. Statements are subject to known operations; ● our growth plans; ● our business plan and unknown risks, uncertainties and other factors that could cause the actual results to differ materially from those contemplated by the statements. Investors should consult the "Risk Factors" contained herein in order to assess the risks involved with the investment. The forward-looking information is based on various factors and was derived using numerous assumptions. When considering such forward-looking statements, you should keep in mind the risk factors referenced above and other cautionary statements in this Memorandum. Important factors that may cause actual results to differ from the Company's projections include, for example: the success or failure of the Company's test trials on new products; the Company's our ability to enter into joint ventureeffectively manage our growth; ● our ability to attract and retain brands and advertising agencies; ● the effects of increased competition in our market and our ability to compete effectively; ● our plans to use the proceeds from this offering; ● estimates of our expenses, co-marketing or other strategic partnering relationships with established companies; marketplace acceptance of the Company's water purification products; whether other companies develop products which are competitive with the Company's; The Company's future revenues, capital requirements, our needs for additional capital and our ability to obtain future financing to fund Company growth and the Company's continued transition to commercial operationsadditional capital; the Company's ability to negotiate and maintain favorable distribution arrangements for the Company's products; changes in government regulations; and the Company's ● our ability to attract and retain qualified employeesdirectors, employees and key personnel such as our founders while maintaining our corporate culture; ● future acquisitions of or investments in complementary companies; and ● the effects of trends on, and fluctuations in, our results of operations. The Company does not undertake to update We have based the forward-looking statements contained in this prospectus primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, prospects, business strategy and financial needs. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, assumptions and other factors described in the section captioned “Risk Factors” and elsewhere in this prospectus. These risks are not exhaustive. Other sections of this prospectus include additional factors that could adversely impact our business and financial performance. Furthermore, new risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this prospectus. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to reflect us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements. The forward-looking statements made in this prospectus relate only to events as of the date on which such statements are made. We undertake no obligation to update any forward-looking statements after the date of this prospectus or to conform such statements to actual results or changes in assumptions or other factors revised expectations, except as required by law. As a condition to Investor’s Subscription, the Investor represents, warrants, acknowledges and agrees that could affect those statements. Private the following are true as of the date written below, as of the date of Closing and Confidential Cartis Incorporated EXECUTIVE SUMMARY Cartis has discoveredwhich representations, developed, commercialized and patented a new state-of-the-art process to purify water at low costwarranties, and in quantities covenants shall survive the Closing, and acknowledges that are adequate to supply the potable water requirements of human consumptionCompany is relying thereon, including drinking, cooking and other domestic needsthat: C-1.01. The CARTIS process can also greatly improve vegetable growing Tokens being acquired by the Investor pursuant to this Rolling SAFE are not being registered under the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities laws in greenhousesreliance upon exemptions from registration, and the Tokens cannot be sold, transferred or otherwise disposed of by the Investor unless they are subsequently registered under the Securities Act and applicable state securities laws, or an exemption from such registration is available at the time of the desired sale. Management believes that Therefore, the water quality after CARTIS treatment often surpasses other commonly available methods and sources Investor must bear the economic risk of potable water, including bottled water. *** The huge potable water markets around the world rely on a variety of well-known and documented treatment and filtration methods. Most often, these methods only bring partial solutions to water pollution problemsan investment in such Tokens for an indefinite period. The main methods and processes most commonly in use around the world utilize: * UV lamps, which almost totally destroy bacteria in clear water, are limited Investor has no right to bacteria elimination only, * Active Carbon ("AC") is renowned for the elimination require registration under federal or state securities laws of odors, chlorine, heavy metals and pesticides. Since AC does not destroy bacteria, its usage is severely limited by rapid bacterial saturation, which forces frequent filter replacements. Also, water treated with AC is void of bactericidal properties, * Active Carbon with Silver Coating solves the issue of internal bacteria contamination, but its process is severely limited by the risk of silver nitrate pollution, a heavy metalsuch Tokens, and there is no assurance that any trading market in such Tokens will develop. The Investor will not attempt to assign or otherwise transfer all or any portion of such Tokens except in accordance with federal and state securities laws. C-1.02. The Investor is acquiring such Tokens solely for investment for such Investor's own account and has no agreement, understanding or arrangement to subdivide, sell, assign, transfer or otherwise dispose of all or any part of such Tokens to any other person. No other person has or will have a short useful lifedirect or indirect beneficial interest in the Tokens, except as disclosed to the Company on an attachment hereto. In order to prevent silver nitrate pollution, forbidden in most developed countriesTo the extent any other person has any such beneficial interest, the quantity of nitrate coating is kept Company will require such persons to execute a minimum, thereby greatly diminishing its usefulness. * Water Softeners suppress calcium, which is responsible for water hardness and limestone deposits. However these softeners diminish the cleaning properties of water and give it an unpleasant taste. Moreover, softeners facilitate bacteria proliferation. CARTIS incorporates several existing proven methods of water filtration and treatment, while significantly improving on them. CARTIS breakthrough technology creates a permanent bond between pure silver and active carbon, thereby joining one of the best bactericidal agent with a time tested pollution screener. This technology delivers potable water without harming the delicate balance of minerals naturally present in water. The CARTIS showcase product currently on the market is the Potable Water System PWS 300. The PWS 300 provides potable water void of limestone signature page to households, hospitals, schools, hotels, without the use of chlorine. Water treated by CARTIS keeps destroying bacteria, even after treatment. The PWS 300 incorporates the following elements: * One coarse filter for large impurities, then downstream, * One Xxxxxxxx UV lamp with an output of 25,000 millijoules that corresponds to European standards and surpasses US standards for potable water. The lamp's output is sufficient to eliminate bacteria up to 99% in clear water, then downstream, * One CARTIS cartridge. The cartridge contains a powder composed of pure silver 99.9999 (6N) bonded by intermolecular links to active carbon. The bond is performed in radio frequency, low-pressure cold plasma reactors. The CARTIS process is patented worldwide. The bonding of silver and active carbon ensures bacteria destruction during and after treatment, while eliminating the problem of silver nitrates pollution. Chlorine, a harmful chemical, is the only competing product to CARTIS with similar conservation properties of bacteria destruction after treatment. Private and Confidentialthis Rolling SAFE.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS. Some This prospectus supplement and the financial statements and other documents incorporated by reference in this prospectus supplement contain forward-looking statements, including statements concerning our industry, our operations, our anticipated financial performance and financial condition, and our business plans and growth strategy and product development efforts. These statements constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Exchange Act. Many of the forward-looking statements contained in this Memorandum, including statements contained in the sections captioned "EXECUTIVE SUMMARY," "CARTIS ORGANIZATION STRUCTURE, MANAGEMENT, PRODUCTION, SALES & MARKETING", "COMPETITION" and "FINANCIAL PROJECTIONS" discuss future expectations and intentions, contain projections of results of operations or financial condition or state other "forward-looking" information. Such statements prospectus supplement can be identified by the use of forward-looking terminology words such as "“anticipate,” “believe,” “could,” “expect,” “should,” “plan," "” “intend," "hope," "may," "” “will," "expect” “estimate” and “potential," "anticipate," "estimate," "continue" or other similar words” among others. Statements Readers are subject cautioned not to known and unknown risks, uncertainties and other factors that could cause the actual results to differ materially from those contemplated by the statements. Investors should consult the "Risk Factors" contained herein in order to assess the risks involved with the investment. The forward-looking information is based place undue reliance on various factors and was derived using numerous assumptions. When considering such these forward-looking statements, you should keep in mind which speak only as of their dates. These forward-looking statements are based on estimates and assumptions by our management that, although we believe to be reasonable, are inherently uncertain and subject to a number of risks and uncertainties. The following represent some, but not necessarily all, of the risk factors referenced above and other cautionary statements in this Memorandum. Important factors that may could cause actual results to differ from historical results or those anticipated or predicted by our forward-looking statements: • our operation as a development stage company with a history of operating losses; as of December 31, 2022, our accumulated deficit was €430.2 million; • the Company's projections include, possibility that our clinical trials may be delayed or put on clinical hold; for example: , due to slower than expected enrollment or regulatory actions, or not be successful and clinical results may not reflect results seen in previously conducted preclinical studies and clinical trials, or expectations based on these preclinical studies and clinical trials; • our reliance on contract manufacturers and contract research organizations over which we have limited control; • our lack of adequate funding to complete development of our product candidates and the risk we may be unable to access additional capital on reasonable terms or at all to complete development and begin commercialization of our product candidates; • our dependence on the success of AFM13 and AFM24 (which are still in clinical development) and certain of our other product candidates including AFM28, each of which may eventually prove to be unsuccessful or failure commercially not exploitable; • the success of the Company's test trials Affimed-Artiva partnership, including in relation to the fact that the current clinical data of AFM13 in combination with NK cell therapy is based on new AFM13 precomplexed with fresh allogeneic cord blood-derived NK cells from The University of Texas MD Xxxxxxxx Cancer Center, as opposed to AB-101, which is a cryopreserved allogeneic cord blood-derived NK cell that we anticipate will be co-administered with AFM13; • uncertainty surrounding whether any of our product candidates will gain regulatory approval, which is necessary before they can be commercialized; • the outcome of any discussions we may enter regarding, acquisitions, dispositions, partnerships, license transactions or changes to our capital structure, including our receipt of any milestone payments or royalties or any future securities offerings; • the chance that we may become exposed to costly and damaging liability claims resulting from the testing of our product candidates in the clinic or in the commercial stage; • if our product candidates obtain regulatory approval, our being subject to expensive ongoing obligations and continued regulatory oversight; • enacted and future legislation may increase the difficulty and cost for us to obtain marketing approval and commercialization; • future legislation may materially impact our ability to realize revenue from any approved and commercialized products; • the Company's ability chance that our products may not gain market acceptance, in which case we may not be able to generate product revenues; • our reliance on our current strategic relationships with NKGen Biotech, Roivant, Artiva, The MD Xxxxxxxx Cancer Center, and Genentech and the potential failure to enter into new strategic relationships or difficulties with our strategic partners that may slow the progress of our joint venturedevelopment or lead to the termination of a partnership and the need to enter into a new one, coall of which could take substantial time and attention of our management team; • our reliance on third parties to conduct our nonclinical and clinical trials and on third-marketing party single-source suppliers to supply or other strategic partnering relationships with established companiesproduce our product candidates; marketplace acceptance • our ability to scale-up manufacturing processes of our product candidates and reduce the cost of manufacturing our product candidates in advance of commercialization; • our future growth and ability to compete, which depends on retaining key personnel and recruiting additional qualified personnel; • the length and severity of the Company's water purification productsCOVID-19 pandemic and its impact on our business, including our supply chain, clinical trials and operations; whether • the impact on our business of macroeconomic trends, political events, war, terrorism, business interruptions and other companies develop products which are competitive with geopolitical events and uncertainties, such as the Company's; The Company's ability to obtain future financing to fund Company growth Russia-Ukraine conflict and the Company's continued transition to commercial operations; instability in the Company's ability to negotiate and maintain favorable distribution arrangements for banking sector experienced in the Company's products; changes in government regulationsfirst quarter of 2023; and the Company's ability to attract and retain qualified employees• other risk factors discussed herein under “Risk Factors” or incorporated herein by reference. The Company does not undertake to update Our actual results or performance could differ materially from those expressed in, or implied by, any forward-looking information statements relating to reflect actual those matters. Accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on our results of operations, cash flows or changes in assumptions financial condition. Additionally, some of the risks and uncertainties identified above may be amplified by the COVID-19 pandemic. It is not possible to predict or other factors identify all such risks. There may be additional risks that could affect those statementswe consider immaterial or which are unknown. Private and Confidential Cartis Incorporated EXECUTIVE SUMMARY Cartis has discoveredExcept as required by law, developed, commercialized and patented a new state-of-the-art process to purify water at low costwe are under no obligation, and in quantities expressly disclaim any obligation, to update, alter or otherwise revise any forward-looking statement, whether written or oral, that are adequate may be made from time to supply the potable water requirements time, whether as a result of human consumptionnew information, including drinking, cooking and other domestic needs. The CARTIS process can also greatly improve vegetable growing in greenhouses. Management believes that the water quality after CARTIS treatment often surpasses other commonly available methods and sources of potable water, including bottled water. *** The huge potable water markets around the world rely on a variety of well-known and documented treatment and filtration methods. Most often, these methods only bring partial solutions to water pollution problems. The main methods and processes most commonly in use around the world utilize: * UV lamps, which almost totally destroy bacteria in clear water, are limited to bacteria elimination only, * Active Carbon ("AC") is renowned for the elimination of odors, chlorine, heavy metals and pesticides. Since AC does not destroy bacteria, its usage is severely limited by rapid bacterial saturation, which forces frequent filter replacements. Also, water treated with AC is void of bactericidal properties, * Active Carbon with Silver Coating solves the issue of internal bacteria contamination, but its process is severely limited by the risk of silver nitrate pollution, a heavy metal, and a short useful life. In order to prevent silver nitrate pollution, forbidden in most developed countries, the quantity of nitrate coating is kept to a minimum, thereby greatly diminishing its usefulness. * Water Softeners suppress calcium, which is responsible for water hardness and limestone deposits. However these softeners diminish the cleaning properties of water and give it an unpleasant taste. Moreover, softeners facilitate bacteria proliferation. CARTIS incorporates several existing proven methods of water filtration and treatment, while significantly improving on them. CARTIS breakthrough technology creates a permanent bond between pure silver and active carbon, thereby joining one of the best bactericidal agent with a time tested pollution screener. This technology delivers potable water without harming the delicate balance of minerals naturally present in water. The CARTIS showcase product currently on the market is the Potable Water System PWS 300. The PWS 300 provides potable water void of limestone to households, hospitals, schools, hotels, without the use of chlorine. Water treated by CARTIS keeps destroying bacteria, even after treatment. The PWS 300 incorporates the following elements: * One coarse filter for large impurities, then downstream, * One Xxxxxxxx UV lamp with an output of 25,000 millijoules that corresponds to European standards and surpasses US standards for potable water. The lamp's output is sufficient to eliminate bacteria up to 99% in clear water, then downstream, * One CARTIS cartridge. The cartridge contains a powder composed of pure silver 99.9999 (6N) bonded by intermolecular links to active carbon. The bond is performed in radio frequency, low-pressure cold plasma reactors. The CARTIS process is patented worldwide. The bonding of silver and active carbon ensures bacteria destruction during and after treatment, while eliminating the problem of silver nitrates pollution. Chlorine, a harmful chemical, is the only competing product to CARTIS with similar conservation properties of bacteria destruction after treatment. Private and Confidentialfuture events or otherwise.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS. Some of This prospectus supplement and the statements contained accompanying prospectus and the information incorporated by reference in this Memorandum, including statements contained in prospectus supplement and the sections captioned "EXECUTIVE SUMMARY," "CARTIS ORGANIZATION STRUCTURE, MANAGEMENT, PRODUCTION, SALES & MARKETING", "COMPETITION" and "FINANCIAL PROJECTIONS" discuss future expectations and intentions, accompanying prospectus contain projections of results of operations or financial condition or state other "forward-looking" information. Such statements can be identified by the use of “forward-looking terminology statements,” which include information relating to future events, future financial performance, strategies, expectations, competitive environment and regulation. Words such as "plan," "intend," "hope," "“may," "will” “should," "expect” “could," "anticipate” “would," "estimate” “predicts," "” “potential,” “continue" ,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar expressions, as well as statements in future tense, identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or other similar wordsresults and may not be accurate indications of when such performance or results will be achieved. Statements Forward-looking statements are based on information we have when those statements are made or our management’s good faith belief as of that time with respect to future events, and are subject to known risks and unknown risks, uncertainties and other factors that could cause the actual performance or results to differ materially from those contemplated expressed in or suggested by the forward-looking statements. Investors Important factors that could cause such differences include, but are not limited to: • our history of recurring losses and negative cash flows from operating activities and the uncertainty regarding the adequacy of our liquidity to pursue or complete our business objectives, and substantial doubt regarding our ability to continue as a going concern; • the results of ongoing and future clinical studies; • our inability to successfully develop or commercialize our product candidates; • market acceptance of existing and new products; • our inability to carry out research, development and commercialization plans; • delays in any phase of the preclinical or clinical development of a product, including during its research and development; • our inability to complete preclinical testing and clinical trials as anticipated; • changes in our relationship with key collaborators; • our ability to adequately protect and enforce rights to intellectual property; • our need to raise additional capital to meet our business requirements in the future and the difficulties in obtaining financing on commercially reasonable terms, or at all; • intense competition in our industry, with competitors having substantially greater financial, technological, research and development, regulatory and clinical, manufacturing, marketing and sales, distribution and personnel resources than we do; • our inability to manufacture our PURE EP product on a commercial scale on our own or in collaborations with third parties; • entry of new competitors and products and potential technological obsolescence of our products; • effect of healthcare legislation or reform measures that may substantially change the market for medical care or healthcare coverage in the U.S.; • the ongoing COVID-19 pandemic; • our failure to obtain regulatory approvals; • adverse market and economic conditions; • our ability to maintain the listing of our common stock on the Nasdaq Capital Market; • loss of one or more key executives; • difficulties in securing and retaining regulatory approval to market our product and product candidates; and • depth of the trading market in our common stock. You should consult review carefully the "section entitled “Risk Factors" contained herein ” beginning on page S-3 of this prospectus supplement for a discussion of these and other risks that relate to our business and investing in order to assess the risks involved with the investmentour securities. The forward-looking information statements contained or incorporated by reference in this prospectus supplement are expressly qualified in their entirety by this cautionary statement. Except as required by applicable law, we do not undertake any obligation to publicly update any forward-looking statement contained in this prospectus supplement, the accompanying prospectus or the documents incorporated by reference herein to reflect events or circumstances after the date on which any such statement is based on various factors and was derived using numerous assumptionsmade or to reflect the occurrence of unanticipated events. When considering such For all forward-looking statements, you should keep in mind we claim the risk factors referenced above and other cautionary statements in this Memorandum. Important factors that may cause actual results to differ from the Company's projections include, for example: the success or failure protection of the Company's test trials on new products; the Company's ability to enter into joint venture, co-marketing or other strategic partnering relationships with established companies; marketplace acceptance of the Company's water purification products; whether other companies develop products which are competitive with the Company's; The Company's ability to obtain future financing to fund Company growth and the Company's continued transition to commercial operations; the Company's ability to negotiate and maintain favorable distribution arrangements safe harbor for the Company's products; changes in government regulations; and the Company's ability to attract and retain qualified employees. The Company does not undertake to update forward-looking information statements contained in the Private Securities Litigation Reform Act of 1995. We have never paid cash dividends on our common stock and do not anticipate paying any cash dividends in the foreseeable future but intend to reflect actual results or changes retain our capital resources for reinvestment in assumptions or our business. Any future determination to declare dividends will be made at the discretion of our board of directors and will depend on our financial condition, operating results, capital requirements, general business conditions and other factors that could affect those statementsour board of directors may deem relevant. Private and Confidential Cartis Incorporated EXECUTIVE SUMMARY Cartis has discovered, developed, commercialized and patented a new state-of-the-art process Our ability to purify water at low cost, and in quantities that are adequate pay dividends is presently restricted pursuant to supply the potable water requirements terms of human consumption, including drinking, cooking and other domestic needs. The CARTIS process can also greatly improve vegetable growing in greenhouses. Management believes that the water quality after CARTIS treatment often surpasses other commonly available methods and sources of potable water, including bottled water. *** The huge potable water markets around the world rely on a variety of well-known and documented treatment and filtration methods. Most often, these methods only bring partial solutions to water pollution problems. The main methods and processes most commonly in use around the world utilize: * UV lamps, which almost totally destroy bacteria in clear water, are limited to bacteria elimination only, * Active Carbon ("AC") is renowned for the elimination of odors, chlorine, heavy metals and pesticides. Since AC does not destroy bacteria, its usage is severely limited by rapid bacterial saturation, which forces frequent filter replacements. Also, water treated with AC is void of bactericidal properties, * Active Carbon with Silver Coating solves the issue of internal bacteria contamination, but its process is severely limited by the risk of silver nitrate pollution, a heavy metal, and a short useful life. In order to prevent silver nitrate pollution, forbidden in most developed countries, the quantity of nitrate coating is kept to a minimum, thereby greatly diminishing its usefulness. * Water Softeners suppress calcium, which is responsible for water hardness and limestone deposits. However these softeners diminish the cleaning properties of water and give it an unpleasant taste. Moreover, softeners facilitate bacteria proliferation. CARTIS incorporates several existing proven methods of water filtration and treatment, while significantly improving on them. CARTIS breakthrough technology creates a permanent bond between pure silver and active carbon, thereby joining one of the best bactericidal agent with a time tested pollution screener. This technology delivers potable water without harming the delicate balance of minerals naturally present in water. The CARTIS showcase product currently on the market is the Potable Water System PWS 300. The PWS 300 provides potable water void of limestone to households, hospitals, schools, hotels, without the use of chlorine. Water treated by CARTIS keeps destroying bacteria, even after treatment. The PWS 300 incorporates the following elements: * One coarse filter for large impurities, then downstream, * One Xxxxxxxx UV lamp with an output of 25,000 millijoules that corresponds to European standards and surpasses US standards for potable water. The lamp's output is sufficient to eliminate bacteria up to 99% in clear water, then downstream, * One CARTIS cartridge. The cartridge contains a powder composed of pure silver 99.9999 (6N) bonded by intermolecular links to active carbon. The bond is performed in radio frequency, low-pressure cold plasma reactors. The CARTIS process is patented worldwide. The bonding of silver and active carbon ensures bacteria destruction during and after treatment, while eliminating the problem of silver nitrates pollution. Chlorine, a harmful chemical, is the only competing product to CARTIS with similar conservation properties of bacteria destruction after treatment. Private and Confidentialour Series C Preferred Stock.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS. Some This prospectus supplement and the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and the accompanying prospectus may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements contained are statements other than historical facts and relate to future events or circumstances or our future performance, and they are based on our current assumptions, expectations and beliefs concerning future developments and their potential effect on our business. These forward-looking statements include statements about, among other things, our future financial and operating performance, our future cash flows and liquidity and our growth strategies, as well as anticipated trends in this Memorandum, including our business and industry. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the sections captioned "EXECUTIVE SUMMARYPrivate Securities Litigation Reform Act of 1995. Words such as “anticipate," "CARTIS ORGANIZATION STRUCTURE, MANAGEMENT, PRODUCTION, SALES & MARKETING", "COMPETITION" ” “estimate,” “expect,” “project,” “intend,” “may,” “plan,” “predict,” “believe,” “possible,” “should” and "FINANCIAL PROJECTIONS" discuss future expectations and intentions, contain projections of results of operations similar words or financial condition or state other "forward-looking" information. Such statements can be identified by the use of expressions are intended to identify forward-looking terminology such as "plan," "intend," "hope," "may," "will," "expect," "anticipate," "estimate," "continue" statements although not all forward- looking statements contain these identifying words. These forward-looking statements include statements about, among other things: • developments, projections and trends relating to us, our competitors and our industry; • our strategic plans for our business; • our expectations regarding the impact of the COVID-19 pandemic on our business; • our operating performance, including our ability to achieve equal or higher levels of revenue, stabilize the historical fluctuations in our performance and achieve or grow profitability; • the rate and degree of market acceptance and adoption of our genetic and clinical tests and genetic testing and clinical testing generally and other anticipated trends in our industry; • our ability to remain competitive, particularly if the testing markets continue to expand and competition becomes more acute; • our ability to continue to expand the number of genes covered by our tests and introduce other improvements to our tests; • our continued ability to offer affordable pricing for our tests, in spite of recent price degradation in the genetic testing industry, and our ability to maintain the low internal costs of our business model and record acceptable margins on our sales; • our ability to strengthen our existing base of customers by maintaining or increasing demand from these customers; • our ability to grow and diversify our customer base, including our plans to target new institutional and individual customer groups; • our reliance on a limited number of suppliers and ability to adapt to possible disruptions in their operations; • our use of our laboratory facilities and our ability to adapt in the event our facilities are damaged or rendered inoperable; • the level of success of our efforts to increase our global presence, including strengthening relationships with existing and new international customers and establishing other types of arrangements, including our joint venture in the People’s Republic of China, or PRC, or other similar wordsinternational joint venture or distributor relationships we may pursue; • the impact on our business of our recent investments in building and restructuring our sales and marketing strategies and teams, in our recently approved tests for COVID-19, and our plans for future sales and marketing efforts; • advancements in technology by us and our competitors; • our use of technology and ability to prevent security breaches, loss of data and other disruptions; • our ability to effectively manage any growth we may experience, including expanding our infrastructure, developing increased efficiencies in our operations and hiring additional skilled personnel in order to support any such growth; • developments with respect to U.S. and foreign regulations applicable to our business, and our ability to comply with these regulations; • our ability to prevent errors in interpreting the results of our tests so as to avoid product liability and professional liability claims; • our ability to obtain and maintain coverage and adequate reimbursement for our tests and to manage the complexity of billing and collecting such reimbursement; • the state of the U.S. and foreign healthcare markets, including the role of governments in the healthcare industry generally and pressures or incentives to reduce healthcare costs while expanding individual benefits, as well as the impact of general uncertainty in the U.S. healthcare regulatory environment; • our ability to attract, retain and motivate key scientific and management personnel; • our expectations regarding our ability to obtain and maintain protection of our trade secrets and other intellectual property rights and not infringe the rights of others; • our expectations regarding our future expense levels and our ability to appropriately forecast and plan our expenses; • our expectations regarding our future capital requirements and our ability to obtain additional capital if and when needed; and • the impact of the above factors and other future events on the market price of our common stock. Statements All forward-looking statements reflect management’s present assumptions, expectations and beliefs regarding future events and are subject to known and unknown risks, uncertainties and other factors that could cause the actual results to differ materially from those contemplated expressed in or implied by the statements. Investors should consult the "Risk Factors" contained herein in order to assess the risks involved with the investment. The forward-looking information is based on various factors and was derived using numerous assumptions. When considering such any forward-looking statements, you should keep in mind . These risks and uncertainties include those described under the risk factors referenced above and other cautionary statements heading “Risk Factors” contained in this Memorandumprospectus, any related free writing prospectus, and in our most recent annual report on Form 10-K and quarterly reports on Form 10-Q, as well as any amendments thereto reflected in subsequent filings with the SEC. Important In light of these risks and uncertainties, these forward-looking events and circumstances may not occur, and actual results could differ materially and adversely from those described in or implied by any forward-looking statements we make. Although we have based our forward-looking statements on assumptions and expectations we believe are reasonable, we cannot guarantee future results, levels of activity, performance or achievements or other future events. Moreover, we operate in a competitive and rapidly evolving industry and new risks emerge from time to time. It is not possible for us to predict all of the risks we may face, nor can we assess the impact of all factors that may on our business or the extent to which any factor or combination of factors could cause actual results to differ from the Company's projections includeour expectations. As a result, for example: the success or failure of the Company's test trials on new products; the Company's ability to enter into joint venture, co-marketing or other strategic partnering relationships with established companies; marketplace acceptance of the Company's water purification products; whether other companies develop products which are competitive with the Company's; The Company's ability to obtain future financing to fund Company growth and the Company's continued transition to commercial operations; the Company's ability to negotiate and maintain favorable distribution arrangements for the Company's products; changes in government regulations; and the Company's ability to attract and retain qualified employees. The Company does not undertake to update forward-looking statements should not be relied on or viewed as predictions of future events, and such forward-looking statements should be read with the understanding that actual future results, levels of activity, performance and achievements may be materially different than our current expectations. Given these risks, uncertainties and other important factors, you should not place undue reliance on these forward-looking statements. You should carefully read this prospectus, the accompanying base prospectus and any related free writing prospectus, together with the information incorporated herein and therein by reference as described under the headings “Where You Can Find More Information” and “Incorporation of Certain Information By Reference,” completely and with the understanding that our actual future results may be materially different from what we expect. These forward-looking statements represent our estimates and assumptions only as of the date made. Any such forward-looking statements are not guarantees of future performance and actual results, developments and business decisions may differ from those contemplated by such forward-looking statements. We undertake no duty to reflect actual results or changes update these forward-looking statements after the date of this prospectus, except as required by law, even though our situation may change in assumptions the future. You should carefully consider other information set forth in reports or other factors documents that could affect those we file with the SEC. We qualify all of our forward-looking statements by these cautionary statements. Private and Confidential Cartis Incorporated EXECUTIVE SUMMARY Cartis has discovered, developed, commercialized and patented a new state-of-the-art process to purify water at low cost, and in quantities that are adequate to supply the potable water requirements of human consumption, including drinking, cooking and other domestic needs. The CARTIS process can also greatly improve vegetable growing in greenhouses. Management believes that the water quality after CARTIS treatment often surpasses other commonly available methods and sources of potable water, including bottled water. *** The huge potable water markets around the world rely on a variety of well-known and documented treatment and filtration methods. Most often, these methods only bring partial solutions to water pollution problems. The main methods and processes most commonly in use around the world utilize: * UV lamps, which almost totally destroy bacteria in clear water, are limited to bacteria elimination only, * Active Carbon ("AC") is renowned for the elimination of odors, chlorine, heavy metals and pesticides. Since AC does not destroy bacteria, its usage is severely limited by rapid bacterial saturation, which forces frequent filter replacements. Also, water treated with AC is void of bactericidal properties, * Active Carbon with Silver Coating solves the issue of internal bacteria contamination, but its process is severely limited by the risk of silver nitrate pollution, a heavy metal, and a short useful life. In order to prevent silver nitrate pollution, forbidden in most developed countries, the quantity of nitrate coating is kept to a minimum, thereby greatly diminishing its usefulness. * Water Softeners suppress calcium, which is responsible for water hardness and limestone deposits. However these softeners diminish the cleaning properties of water and give it an unpleasant taste. Moreover, softeners facilitate bacteria proliferation. CARTIS incorporates several existing proven methods of water filtration and treatment, while significantly improving on them. CARTIS breakthrough technology creates a permanent bond between pure silver and active carbon, thereby joining one of the best bactericidal agent with a time tested pollution screener. This technology delivers potable water without harming the delicate balance of minerals naturally present in water. The CARTIS showcase product currently on the market is the Potable Water System PWS 300. The PWS 300 provides potable water void of limestone to households, hospitals, schools, hotels, without the use of chlorine. Water treated by CARTIS keeps destroying bacteria, even after treatment. The PWS 300 incorporates the following elements: * One coarse filter for large impurities, then downstream, * One Xxxxxxxx UV lamp with an output of 25,000 millijoules that corresponds to European standards and surpasses US standards for potable water. The lamp's output is sufficient to eliminate bacteria up to 99% in clear water, then downstream, * One CARTIS cartridge. The cartridge contains a powder composed of pure silver 99.9999 (6N) bonded by intermolecular links to active carbon. The bond is performed in radio frequency, low-pressure cold plasma reactors. The CARTIS process is patented worldwide. The bonding of silver and active carbon ensures bacteria destruction during and after treatment, while eliminating the problem of silver nitrates pollution. Chlorine, a harmful chemical, is the only competing product to CARTIS with similar conservation properties of bacteria destruction after treatment. Private and Confidential.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS. Some This prospectus and the applicable prospectus supplement include and incorporate by reference “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements contained are statements other than historical facts and relate to future events or circumstances or our future performance, and they are based on our current assumptions, expectations and beliefs concerning future developments and their potential effect on our business. These forward- looking statements include statements about, among other things, our future financial and operating performance, our future cash flows and liquidity and our growth strategies, as well as anticipated trends in this Memorandum, including our business and industry. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the sections captioned "EXECUTIVE SUMMARYPrivate Securities Litigation Reform Act of 1995. Words such as “anticipate," "CARTIS ORGANIZATION STRUCTURE, MANAGEMENT, PRODUCTION, SALES & MARKETING", "COMPETITION" ” “estimate,” “expect,” “project,” “intend,” “may,” “plan,” “predict,” “believe,” “possible,” “should” and "FINANCIAL PROJECTIONS" discuss future expectations and intentions, contain projections of results of operations similar words or financial condition or state other "forward-looking" information. Such statements can be identified by the use of expressions are intended to identify forward-looking terminology such as "plan," "intend," "hope," "may," "will," "expect," "anticipate," "estimate," "continue" statements although not all forward- looking statements contain these identifying words. These forward-looking statements include statements about, among other things: • developments, projections and trends relating to us, our competitors and our industry; • our strategic plans for our business; • our expectations regarding the impact of the COVID-19 pandemic on our business; • our operating performance, including our ability to achieve equal or higher levels of revenue, stabilize the historical fluctuations in our performance and achieve or grow profitability; • the rate and degree of market acceptance and adoption of our genetic and clinical tests and genetic testing and clinical testing generally and other anticipated trends in our industry; • our ability to remain competitive, particularly if the testing markets continue to expand and competition becomes more acute; • our ability to continue to expand the number of genes covered by our tests and introduce other improvements to our tests; • our continued ability to offer affordable pricing for our tests, in spite of recent price degradation in the genetic testing industry, and our ability to maintain the low internal costs of our business model and record acceptable margins on our sales; • our ability to strengthen our existing base of customers by maintaining or increasing demand from these customers; • our ability to grow and diversify our customer base, including our plans to target new institutional and individual customer groups; • our reliance on a limited number of suppliers and ability to adapt to possible disruptions in their operations; • our use of our laboratory facilities and our ability to adapt in the event our facilities are damaged or rendered inoperable; • the level of success of our efforts to increase our global presence, including strengthening relationships with existing and new international customers and establishing other types of arrangements, including our joint venture in the People’s Republic of China, or PRC, or other similar wordsinternational joint venture or distributor relationships we may pursue; • the impact on our business of our recent investments in building and restructuring our sales and marketing strategies and teams, in our recently approved tests for COVID-19 and our plans for future sales and marketing efforts; • advancements in technology by us and our competitors; • our use of technology and ability to prevent security breaches, loss of data and other disruptions; • our ability to effectively manage any growth we may experience, including expanding our infrastructure, developing increased efficiencies in our operations and hiring additional skilled personnel in order to support any such growth; • developments with respect to U.S. and foreign regulations applicable to our business, and our ability to comply with these regulations; • our ability to prevent errors in interpreting the results of our tests so as to avoid product liability and professional liability claims; • our ability to obtain and maintain coverage and adequate reimbursement for our tests and to manage the complexity of billing and collecting such reimbursement; • the state of the U.S. and foreign healthcare markets, including the role of governments in the healthcare industry generally and pressures or incentives to reduce healthcare costs while expanding individual benefits, as well as the impact of general uncertainty in the U.S. healthcare regulatory environment; • our ability to attract, retain and motivate key scientific and management personnel; • our expectations regarding our ability to obtain and maintain protection of our trade secrets and other intellectual property rights and not infringe the rights of others; • our expectations regarding our future expense levels and our ability to appropriately forecast and plan our expenses; • our expectations regarding our future capital requirements and our ability to obtain additional capital if and when needed; and • the impact of the above factors and other future events on the market price of our common stock. Statements All forward-looking statements reflect management’s present assumptions, expectations and beliefs regarding future events and are subject to known and unknown risks, uncertainties and other factors that could cause the actual results to differ materially from those contemplated expressed in or implied by the statements. Investors should consult the "Risk Factors" contained herein in order to assess the risks involved with the investment. The forward-looking information is based on various factors and was derived using numerous assumptions. When considering such any forward-looking statements. These risks and uncertainties include those described under the heading “Risk Factors” contained in the applicable prospectus supplement and any related free writing prospectus, you should keep and under similar headings in mind the risk other documents that are incorporated by reference into this prospectus, including our most recent annual report on Form 10-K and quarterly reports on Form 10-Q, as well as any amendments thereto reflected in subsequent filings with the SEC. In light of these risks and uncertainties, these forward-looking events and circumstances may not occur, and actual results could differ materially and adversely from those described in or implied by any forward-looking statements we make. Although we have based our forward-looking statements on assumptions and expectations we believe are reasonable, we cannot guarantee future results, levels of activity, performance or achievements or other future events. Moreover, we operate in a competitive and rapidly evolving industry and new risks emerge from time to time. It is not possible for us to predict all of the risks we may face, nor can we assess the impact of all factors referenced above and other cautionary statements in this Memorandum. Important on our business or the extent to which any factor or combination of factors that may could cause actual results to differ from the Company's projections includeour expectations. As a result, for example: the success forward- looking statements should not be relied on or failure viewed as predictions of the Company's test trials on new products; the Company's ability to enter into joint venturefuture events, co-marketing or other strategic partnering relationships with established companies; marketplace acceptance of the Company's water purification products; whether other companies develop products which are competitive with the Company's; The Company's ability to obtain future financing to fund Company growth and the Company's continued transition to commercial operations; the Company's ability to negotiate and maintain favorable distribution arrangements for the Company's products; changes in government regulations; and the Company's ability to attract and retain qualified employees. The Company does not undertake to update such forward-looking statements should be read with the understanding that actual future results, levels of activity, performance and achievements may be materially different than our current expectations. Given these risks, uncertainties and other important factors, you should not place undue reliance on these forward-looking statements. You should carefully read this prospectus, the applicable prospectus supplement and any related free writing prospectus, together with the information incorporated herein and therein by reference as described under the heading “Where You Can Find More Information,” completely and with the understanding that our actual future results may be materially different from what we expect. These forward-looking statements represent our estimates and assumptions only as of the date made. Any such forward-looking statements are not guarantees of future performance and actual results, developments and business decisions may differ from those contemplated by such forward-looking statements. We undertake no duty to reflect actual results or changes update these forward-looking statements after the date of this prospectus, except as required by law, even though our situation may change in assumptions the future. You should carefully consider other information set forth in reports or other factors documents that could affect those we file with the SEC. We qualify all of our forward-looking statements by these cautionary statements. Private and Confidential Cartis Incorporated EXECUTIVE SUMMARY Cartis has discovered, developed, commercialized and patented a new state-of-the-art process to purify water at low cost, and in quantities that are adequate to supply the potable water requirements of human consumption, including drinking, cooking and other domestic needs. The CARTIS process can also greatly improve vegetable growing in greenhouses. Management believes that the water quality after CARTIS treatment often surpasses other commonly available methods and sources of potable water, including bottled water. *** The huge potable water markets around the world rely on a variety of well-known and documented treatment and filtration methods. Most often, these methods only bring partial solutions to water pollution problems. The main methods and processes most commonly in use around the world utilize: * UV lamps, which almost totally destroy bacteria in clear water, are limited to bacteria elimination only, * Active Carbon ("AC") is renowned for the elimination of odors, chlorine, heavy metals and pesticides. Since AC does not destroy bacteria, its usage is severely limited by rapid bacterial saturation, which forces frequent filter replacements. Also, water treated with AC is void of bactericidal properties, * Active Carbon with Silver Coating solves the issue of internal bacteria contamination, but its process is severely limited by the risk of silver nitrate pollution, a heavy metal, and a short useful life. In order to prevent silver nitrate pollution, forbidden in most developed countries, the quantity of nitrate coating is kept to a minimum, thereby greatly diminishing its usefulness. * Water Softeners suppress calcium, which is responsible for water hardness and limestone deposits. However these softeners diminish the cleaning properties of water and give it an unpleasant taste. Moreover, softeners facilitate bacteria proliferation. CARTIS incorporates several existing proven methods of water filtration and treatment, while significantly improving on them. CARTIS breakthrough technology creates a permanent bond between pure silver and active carbon, thereby joining one of the best bactericidal agent with a time tested pollution screener. This technology delivers potable water without harming the delicate balance of minerals naturally present in water. The CARTIS showcase product currently on the market is the Potable Water System PWS 300. The PWS 300 provides potable water void of limestone to households, hospitals, schools, hotels, without the use of chlorine. Water treated by CARTIS keeps destroying bacteria, even after treatment. The PWS 300 incorporates the following elements: * One coarse filter for large impurities, then downstream, * One Xxxxxxxx UV lamp with an output of 25,000 millijoules that corresponds to European standards and surpasses US standards for potable water. The lamp's output is sufficient to eliminate bacteria up to 99% in clear water, then downstream, * One CARTIS cartridge. The cartridge contains a powder composed of pure silver 99.9999 (6N) bonded by intermolecular links to active carbon. The bond is performed in radio frequency, low-pressure cold plasma reactors. The CARTIS process is patented worldwide. The bonding of silver and active carbon ensures bacteria destruction during and after treatment, while eliminating the problem of silver nitrates pollution. Chlorine, a harmful chemical, is the only competing product to CARTIS with similar conservation properties of bacteria destruction after treatment. Private and Confidential.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS. Some of This prospectus supplement and the statements contained accompanying prospectus and the information incorporated by reference in this Memorandum, including statements contained in prospectus supplement and the sections captioned "EXECUTIVE SUMMARY," "CARTIS ORGANIZATION STRUCTURE, MANAGEMENT, PRODUCTION, SALES & MARKETING", "COMPETITION" and "FINANCIAL PROJECTIONS" discuss future expectations and intentions, accompanying prospectus contain projections of results of operations or financial condition or state other "forward-looking" information. Such statements can be identified by the use of “forward-looking terminology statements,” which include information relating to future events, future financial performance, strategies, expectations, competitive environment and regulation. Words such as "plan," "intend," "hope," "“may," "will” “should," "expect” “could," "anticipate” “would," "estimate” “predicts," "” “potential,” “continue" ,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar expressions, as well as statements in future tense, identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or other similar wordsresults and will probably not be accurate indications of when such performance or results will be achieved. Statements Forward-looking statements are based on information we have when those statements are made or our management’s good faith belief as of that time with respect to future events, and are subject to known risks and unknown risks, uncertainties and other factors that could cause the actual performance or results to differ materially from those contemplated expressed in or suggested by the forward-looking statements. Investors Important factors that could cause such differences include, but are not limited to: • our history of recurring losses and negative cash flows from operating activities and the uncertainty regarding the adequacy of our liquidity to pursue or complete our business objectives, and substantial doubt regarding our ability to continue as a going concern; • the results of ongoing and future clinical studies; • our inability to successfully develop or commercialize our product candidates; • market acceptance of existing and new products; • our inability to carry out research, development and commercialization plans; • our inability to complete preclinical testing and clinical trials as anticipated; • changes in our relationship with key collaborators; • our ability to adequately protect and enforce rights to intellectual property; • our need to raise additional capital to meet our business requirements in the future and the difficulties in obtaining financing on commercially reasonable terms, or at all; • intense competition in our industry, with competitors having substantially greater financial, technological, research and development, regulatory and clinical, manufacturing, marketing and sales, distribution and personnel resources than we do; • our inability to manufacture our PURE EP product on a commercial scale on our own or in collaborations with third parties; • entry of new competitors and products and potential technological obsolescence of our products; • effect of healthcare legislation or reform measures that may substantially change the market for medical care or healthcare coverage in the U.S.; • our failure to obtain regulatory approvals; • adverse market and economic conditions; • our ability to maintain the listing of our common stock on The Nasdaq Capital Market; • our business, results of operations and financial condition may be adversely impacted by public health epidemics, including the recent COVID-19 outbreak; • loss of one or more key executives; • difficulties in securing and retaining regulatory approval to market our product and product candidates; and • depth of the trading market in our common stock. You should consult review carefully the "section entitled “Risk Factors" contained herein ” beginning on page S-6 of this prospectus supplement for a discussion of these and other risks that relate to our business and investing in order to assess the risks involved with the investmentour securities. The forward-looking information statements contained or incorporated by reference in this prospectus supplement are expressly qualified in their entirety by this cautionary statement. Except as required by applicable law, we do not undertake any obligation to publicly update any forward-looking statement contained in this prospectus supplement, the accompanying prospectus or the documents incorporated by reference herein to reflect events or circumstances after the date on which any such statement is based on various factors and was derived using numerous assumptionsmade or to reflect the occurrence of unanticipated events. When considering such For all forward-looking statements, you should keep in mind we claim the risk factors referenced above and other cautionary statements in this Memorandum. Important factors that may cause actual results to differ from the Company's projections include, for example: the success or failure protection of the Company's test trials on new products; the Company's ability to enter into joint venture, co-marketing or other strategic partnering relationships with established companies; marketplace acceptance of the Company's water purification products; whether other companies develop products which are competitive with the Company's; The Company's ability to obtain future financing to fund Company growth and the Company's continued transition to commercial operations; the Company's ability to negotiate and maintain favorable distribution arrangements safe harbor for the Company's products; changes in government regulations; and the Company's ability to attract and retain qualified employees. The Company does not undertake to update forward-looking information statements contained in the Private Securities Litigation Reform Act of 1995. We have never paid cash dividends on our common stock and do not anticipate paying any cash dividends in the foreseeable future but intend to reflect retain our capital resources for reinvestment in our business. We may issue and sell shares of our common stock having aggregate sales proceeds of up to $45,000,000 from time to time. Because there is no minimum offering amount required as a condition to close this offering, the actual results total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. There can be no assurance that we will sell any shares under, or changes in assumptions fully utilize, the sales agreement with Jefferies as a source of financing. We currently intend to use the net proceeds from this offering to support commercialization and for working capital and general corporate purposes, including expansion of PURE EP commercialization plans and anticipated expansion of Merimepodib program. We do not currently have more specific plans or commitments with respect to the net proceeds from this offering and, accordingly, are unable to quantify the allocation of such proceeds among the various potential uses. Investors will be relying on the judgment of our management, who will have broad discretion regarding the application of the proceeds of this offering. The amounts and timing of our actual expenditures will depend upon numerous factors, including the amount of cash generated by our operations, the amount of competition and other operational factors. We may find it necessary or advisable to use portions of the proceeds from this offering for other purposes. From time to time, we evaluate these and other factors that could affect those statements. Private and Confidential Cartis Incorporated EXECUTIVE SUMMARY Cartis has discovered, developed, commercialized and patented a new state-of-the-art process we anticipate continuing to purify water at low cost, and in quantities that are adequate make such evaluations to supply determine if the potable water requirements existing allocation of human consumptionresources, including drinkingthe proceeds of this offering, cooking and other domestic needsis being optimized. The CARTIS process can also greatly improve vegetable growing in greenhouses. Management believes Circumstances that the water quality after CARTIS treatment often surpasses other commonly available methods and sources of potable water, including bottled water. *** The huge potable water markets around the world rely on a variety of well-known and documented treatment and filtration methods. Most often, these methods only bring partial solutions to water pollution problems. The main methods and processes most commonly in use around the world utilize: * UV lamps, which almost totally destroy bacteria in clear water, are limited to bacteria elimination only, * Active Carbon ("AC") is renowned for the elimination of odors, chlorine, heavy metals and pesticides. Since AC does not destroy bacteria, its usage is severely limited by rapid bacterial saturation, which forces frequent filter replacements. Also, water treated with AC is void of bactericidal properties, * Active Carbon with Silver Coating solves the issue of internal bacteria contamination, but its process is severely limited by the risk of silver nitrate pollution, a heavy metal, and a short useful life. In order to prevent silver nitrate pollution, forbidden in most developed countries, the quantity of nitrate coating is kept may give rise to a minimum, thereby greatly diminishing its usefulness. * Water Softeners suppress calcium, which is responsible for water hardness and limestone deposits. However these softeners diminish the cleaning properties of water and give it an unpleasant taste. Moreover, softeners facilitate bacteria proliferation. CARTIS incorporates several existing proven methods of water filtration and treatment, while significantly improving on them. CARTIS breakthrough technology creates a permanent bond between pure silver and active carbon, thereby joining one of the best bactericidal agent with a time tested pollution screener. This technology delivers potable water without harming the delicate balance of minerals naturally present change in water. The CARTIS showcase product currently on the market is the Potable Water System PWS 300. The PWS 300 provides potable water void of limestone to households, hospitals, schools, hotels, without the use of chlorine. Water treated by CARTIS keeps destroying bacteriaproceeds include: ● a change in development plan or strategy; ● the addition of new products or applications; ● technical delays; ● delays or difficulties with our clinical trials; ● negative results from our clinical trials; ● difficulty obtaining U.S. Food and Drug Administration approval; and ● the availability of other sources of cash including additional offerings, even after treatment. The PWS 300 incorporates the following elements: * One coarse filter for large impurities, then downstream, * One Xxxxxxxx UV lamp with an output of 25,000 millijoules that corresponds to European standards and surpasses US standards for potable water. The lamp's output is sufficient to eliminate bacteria up to 99% in clear water, then downstream, * One CARTIS cartridge. The cartridge contains a powder composed of pure silver 99.9999 (6N) bonded by intermolecular links to active carbon. The bond is performed in radio frequency, low-pressure cold plasma reactors. The CARTIS process is patented worldwide. The bonding of silver and active carbon ensures bacteria destruction during and after treatment, while eliminating the problem of silver nitrates pollution. Chlorine, a harmful chemical, is the only competing product to CARTIS with similar conservation properties of bacteria destruction after treatment. Private and Confidentialif any.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS. Some of This prospectus and the applicable prospectus supplement include and incorporate by reference “forward-looking statements.” We intend these forward-looking statements contained in this Memorandum, including to be covered by the safe harbor provisions for forward looking statements contained in the sections captioned "EXECUTIVE SUMMARYPrivate Securities Litigation Reform Act of 1995. Words such as “anticipate," "CARTIS ORGANIZATION STRUCTURE” “estimate,” “expect,” “project,” “intend,” “may,” “plan,” “predict,” “believe,” “possible,” “should” and similar words or expressions are intended to identify forward looking statements although not all forward- looking statements contain these identifying words. These forward looking statements include statements about, MANAGEMENTamong other things: • developments, PRODUCTIONprojections and trends relating to us, SALES & MARKETING"our competitors and our industry; • our strategic plans for our business; • our operating performance, "COMPETITION" including our ability to achieve equal or higher levels of revenue, stabilize the historical fluctuations in our performance and "FINANCIAL PROJECTIONS" discuss achieve or grow profitability; • the rate and degree of market acceptance and adoption of our tests and genetic testing generally and other anticipated trends in our industry; • our ability to remain competitive, particularly if the genetic testing market continues to expand and competition becomes more acute; • our ability to continue to expand the number of genes covered by our tests and introduce other improvements to our tests; • our continued ability to offer affordable pricing for our tests, in spite of recent price degradation in our industry, and our ability to maintain the low internal costs of our business model and record acceptable margins on our sales; • our ability to strengthen our existing base of hospital and medical institution customers by maintaining or increasing demand from these customers; • our ability to grow and diversify our customer base, including our plans to target new institutional and individual customer groups; • our reliance on a limited number of suppliers and ability to adapt to possible disruptions in their operations; • our use of our sole laboratory facility and ability to adapt in the event it is damaged or rendered inoperable; • the level of success of our efforts to increase our global presence, including strengthening relationships with existing and new international customers and establishing other types of arrangements, including our joint venture in the People’s Republic of China, or PRC, or other international joint venture or distributor relationships we may pursue; • the impact on our business of our recent investments in building and restructuring our sales and marketing strategies and teams, and our plans for future expectations sales and intentionsmarketing efforts; • advancements in technology by us and our competitors; • our use of technology and ability to prevent security breaches, contain projections loss of data and other disruptions; • developments with respect to U.S. and foreign regulations applicable to our business, and our ability to comply with these regulations; • our ability to prevent errors in interpreting the results of operations our tests so as to avoid product liability and professional liability claims; • our ability to obtain and maintain coverage and adequate reimbursement for our tests and to manage the complexity of billing and collecting such reimbursement; • the state of the U.S. and foreign healthcare markets, including the role of governments in the healthcare industry generally and pressures or financial condition or state incentives to reduce healthcare costs while expanding individual benefits, as well as the impact of general uncertainty in the U.S. healthcare regulatory environment following the results of the 2016 U.S. presidential election; • our ability to attract, retain and motivate key scientific and management personnel; • our expectations regarding our ability to obtain and maintain protection of our trade secrets and other "forward-looking" informationintellectual property rights and not infringe the rights of others; • our expectations regarding our future expense levels and our ability to appropriately forecast and plan our expenses; • our expectations regarding our future capital requirements and our ability to obtain additional capital if and when needed; and • the impact of the above factors and other future events on the market price of our common stock. Such statements can be identified by the use of All forward-looking terminology such as "plan," "intend," "hope," "may," "will," "expect," "anticipate," "estimate," "continue" or other similar words. Statements statements reflect management’s present assumptions, expectations and beliefs regarding future events and are subject to known and unknown risks, uncertainties and other factors that could cause the actual results to differ materially from those contemplated expressed in or implied by the statements. Investors should consult the "Risk Factors" contained herein in order to assess the risks involved with the investment. The forward-looking information is based on various factors and was derived using numerous assumptions. When considering such any forward-looking statements. These risks and uncertainties include those described under the heading “Risk Factors” contained in this prospectus, any related free writing prospectus, and in our most recent annual report on Form 10-K and quarterly reports on Form 10-Q, as well as any amendments thereto reflected in subsequent filings with the SEC. Given these risks, uncertainties and other important factors, you should keep in mind the risk factors referenced above and other cautionary statements in this Memorandum. Important factors that may cause actual results to differ from the Company's projections include, for example: the success or failure of the Company's test trials not place undue reliance on new products; the Company's ability to enter into joint venture, co-marketing or other strategic partnering relationships with established companies; marketplace acceptance of the Company's water purification products; whether other companies develop products which are competitive with the Company's; The Company's ability to obtain future financing to fund Company growth and the Company's continued transition to commercial operations; the Company's ability to negotiate and maintain favorable distribution arrangements for the Company's products; changes in government regulations; and the Company's ability to attract and retain qualified employees. The Company does not undertake to update these forward-looking statements. You should carefully read this prospectus, the accompanying base prospectus and any related free writing prospectus, together with the information incorporated herein and therein by reference as described under the heading “Where You Can Find More Information,” completely and with the understanding that our actual future results may be materially different from what we expect. These forward-looking statements represent our estimates and assumptions only as of the date made. Any such forward looking statements are not guarantees of future performance and actual results, developments and business decisions may differ from those contemplated by such forward looking statements. We undertake no duty to reflect actual results or changes update these forward-looking statements after the date of this prospectus, except as required by law, even though our situation may change in assumptions the future. You should carefully consider other information set forth in reports or other factors documents that could affect those we file with the SEC. We qualify all of our forward-looking statements by these cautionary statements. Private and Confidential Cartis Incorporated EXECUTIVE SUMMARY Cartis has discovered, developed, commercialized and patented a new state-of-the-art process to purify water at low cost, and in quantities that are adequate to supply the potable water requirements of human consumption, including drinking, cooking and other domestic needs. The CARTIS process can also greatly improve vegetable growing in greenhouses. Management believes that the water quality after CARTIS treatment often surpasses other commonly available methods and sources of potable water, including bottled water. *** The huge potable water markets around the world rely on a variety of well-known and documented treatment and filtration methods. Most often, these methods only bring partial solutions to water pollution problems. The main methods and processes most commonly in use around the world utilize: * UV lamps, which almost totally destroy bacteria in clear water, are limited to bacteria elimination only, * Active Carbon ("AC") is renowned for the elimination of odors, chlorine, heavy metals and pesticides. Since AC does not destroy bacteria, its usage is severely limited by rapid bacterial saturation, which forces frequent filter replacements. Also, water treated with AC is void of bactericidal properties, * Active Carbon with Silver Coating solves the issue of internal bacteria contamination, but its process is severely limited by the risk of silver nitrate pollution, a heavy metal, and a short useful life. In order to prevent silver nitrate pollution, forbidden in most developed countries, the quantity of nitrate coating is kept to a minimum, thereby greatly diminishing its usefulness. * Water Softeners suppress calcium, which is responsible for water hardness and limestone deposits. However these softeners diminish the cleaning properties of water and give it an unpleasant taste. Moreover, softeners facilitate bacteria proliferation. CARTIS incorporates several existing proven methods of water filtration and treatment, while significantly improving on them. CARTIS breakthrough technology creates a permanent bond between pure silver and active carbon, thereby joining one of the best bactericidal agent with a time tested pollution screener. This technology delivers potable water without harming the delicate balance of minerals naturally present in water. The CARTIS showcase product currently on the market is the Potable Water System PWS 300. The PWS 300 provides potable water void of limestone to households, hospitals, schools, hotels, without the use of chlorine. Water treated by CARTIS keeps destroying bacteria, even after treatment. The PWS 300 incorporates the following elements: * One coarse filter for large impurities, then downstream, * One Xxxxxxxx UV lamp with an output of 25,000 millijoules that corresponds to European standards and surpasses US standards for potable water. The lamp's output is sufficient to eliminate bacteria up to 99% in clear water, then downstream, * One CARTIS cartridge. The cartridge contains a powder composed of pure silver 99.9999 (6N) bonded by intermolecular links to active carbon. The bond is performed in radio frequency, low-pressure cold plasma reactors. The CARTIS process is patented worldwide. The bonding of silver and active carbon ensures bacteria destruction during and after treatment, while eliminating the problem of silver nitrates pollution. Chlorine, a harmful chemical, is the only competing product to CARTIS with similar conservation properties of bacteria destruction after treatment. Private and Confidential.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS. Some of the This report contains forward-looking statements contained in this Memorandum, including that involve substantial risks and uncertainties. In some cases you can identify these statements contained in the sections captioned by forward-looking words such as "EXECUTIVE SUMMARYanticipate," "CARTIS ORGANIZATION STRUCTURE, MANAGEMENT, PRODUCTION, SALES & MARKETINGbelieve," ", could," "COMPETITIONestimate," "expect," "intend," "may," "should," "will," and "FINANCIAL PROJECTIONSwould" or similar words. You should read statements that contain these words carefully because they discuss future expectations and intentionsexpectations, contain projections of future results of operations or of financial condition position or state other "forward-looking" information. Such statements can be identified by The important factors listed above in the use of forward-looking terminology such as section captioned "planRisk Factors," "intend," "hope," "may," "will," "expect," "anticipate," "estimate," "continue" or other similar words. Statements are subject to known and unknown as well as any cautionary language in this report, provide examples of risks, uncertainties and other factors events that could may cause the actual results of either company to differ materially from those contemplated by the statements. Investors should consult the "Risk Factors" contained herein expectations described in order to assess the risks involved with the investment. The these forward-looking information is based on various statements. You should be aware that the occurrence of the events described in these risk factors and was derived using numerous assumptionselsewhere in this report could have a material adverse effect on the business, results of operations and financial position of Sonus. When considering Any forward-looking statements in this report are not guarantees of future performances, and actual results, developments and business decisions may differ from those envisaged by such forward- looking statements, possibly materially. Sonus disclaims any duty to update any forward-looking statements, you should keep in mind all of which are expressly qualified by the risk factors referenced above and other cautionary statements in this Memorandumsection. Important factors ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.‌ We do not currently use derivative financial instruments. We generally place our marketable security investments in high-quality credit instruments, primarily U.S. Government obligations and corporate obligations with contractual maturities of less than one year. We do not expect any material loss from our marketable security investments and therefore believe that may cause actual our potential interest rate exposure is not material. To date, sales from our international operations have been made in United States dollars. Accordingly, we have no material exposure to foreign currency rate fluctuations, though we will continue to evaluate the impact of foreign currency exchange risk on our results to differ from the Company's projections include, for example: the success or failure of the Company's test trials on new products; the Company's ability to enter into joint venture, co-marketing or other strategic partnering relationships with established companies; marketplace acceptance of the Company's water purification products; whether other companies develop products which are competitive with the Company's; The Company's ability to obtain future financing to fund Company growth and the Company's continued transition to commercial operations; the Company's ability to negotiate and maintain favorable distribution arrangements for the Company's products; changes in government regulations; and the Company's ability to attract and retain qualified employees. The Company does not undertake to update forward-looking information to reflect actual results or changes in assumptions or other factors that could affect those statements. Private and Confidential Cartis Incorporated EXECUTIVE SUMMARY Cartis has discovered, developed, commercialized and patented a new state-of-the-art process to purify water at low cost, and in quantities that are adequate to supply the potable water requirements of human consumption, including drinking, cooking and other domestic needs. The CARTIS process can also greatly improve vegetable growing in greenhouses. Management believes that the water quality after CARTIS treatment often surpasses other commonly available methods and sources of potable water, including bottled water. *** The huge potable water markets around the world rely on a variety of well-known and documented treatment and filtration methods. Most often, these methods only bring partial solutions to water pollution problems. The main methods and processes most commonly in use around the world utilize: * UV lamps, which almost totally destroy bacteria in clear water, are limited to bacteria elimination only, * Active Carbon ("AC") is renowned for the elimination of odors, chlorine, heavy metals and pesticides. Since AC does not destroy bacteria, its usage is severely limited by rapid bacterial saturation, which forces frequent filter replacements. Also, water treated with AC is void of bactericidal properties, * Active Carbon with Silver Coating solves the issue of internal bacteria contamination, but its process is severely limited by the risk of silver nitrate pollution, a heavy metal, and a short useful life. In order to prevent silver nitrate pollution, forbidden in most developed countries, the quantity of nitrate coating is kept to a minimum, thereby greatly diminishing its usefulness. * Water Softeners suppress calcium, which is responsible for water hardness and limestone deposits. However these softeners diminish the cleaning properties of water and give it an unpleasant taste. Moreover, softeners facilitate bacteria proliferation. CARTIS incorporates several existing proven methods of water filtration and treatment, while significantly improving on them. CARTIS breakthrough technology creates a permanent bond between pure silver and active carbon, thereby joining one of the best bactericidal agent with a time tested pollution screener. This technology delivers potable water without harming the delicate balance of minerals naturally present in water. The CARTIS showcase product currently on the market is the Potable Water System PWS 300. The PWS 300 provides potable water void of limestone to households, hospitals, schools, hotels, without the use of chlorine. Water treated by CARTIS keeps destroying bacteria, even after treatment. The PWS 300 incorporates the following elements: * One coarse filter for large impurities, then downstream, * One Xxxxxxxx UV lamp with an output of 25,000 millijoules that corresponds to European standards and surpasses US standards for potable water. The lamp's output is sufficient to eliminate bacteria up to 99% in clear water, then downstream, * One CARTIS cartridge. The cartridge contains a powder composed of pure silver 99.9999 (6N) bonded by intermolecular links to active carbon. The bond is performed in radio frequency, low-pressure cold plasma reactors. The CARTIS process is patented worldwide. The bonding of silver and active carbon ensures bacteria destruction during and after treatment, while eliminating the problem of silver nitrates pollution. Chlorine, a harmful chemical, is the only competing product to CARTIS with similar conservation properties of bacteria destruction after treatment. Private and Confidentialoperations as we expand internationally.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS. Some of This prospectus, each prospectus supplement and the statements contained information incorporated by reference in this Memorandumprospectus and each prospectus supplement contain “forward- looking statements,” which include information relating to future events, including future financial performance, strategies, expectations, competitive environment and regulation. Words such as “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar expressions, as well as statements contained in the sections captioned "EXECUTIVE SUMMARY," "CARTIS ORGANIZATION STRUCTUREfuture tense, MANAGEMENT, PRODUCTION, SALES & MARKETING", "COMPETITION" and "FINANCIAL PROJECTIONS" discuss future expectations and intentions, contain projections of results of operations or financial condition or state other "forward-looking" information. Such statements can be identified by the use of are intended to identify forward-looking terminology statements. Forward-looking statements should not be read as a guarantee of future performance or results and may not be accurate indications of when such performance or results will actually be achieved. Forward-looking statements are based on information we have when those statements are made or our management’s good faith belief as "plan," "intend," "hope," "may," "will," "expect," "anticipate," "estimate," "continue" or other similar words. Statements of that time with respect to future events, and are subject to known risks and unknown risks, uncertainties and other factors that could cause the actual performance or results to differ materially from those contemplated expressed in or suggested by the forward-looking statements. Investors Important factors that could cause such differences include, but are not limited to: • Our history of recurring losses and negative cash flows from operating activities and the uncertainty regarding the adequacy of our liquidity to pursue or complete our business objectives. • Our inability to carry out research, development and commercialization plans. • Our inability to manufacture our PURE EP product on a commercial scale on our own or in collaborations with third parties. • Our inability to complete preclinical testing and clinical trials as anticipated. • Our ability to adequately protect and enforce rights to intellectual property. • Difficulties in obtaining financing on commercially reasonable terms, or at all. • Intense competition in our industry, with competitors having substantially greater financial, technological, research and development, regulatory and clinical, manufacturing, marketing and sales, distribution and personnel resources than we do. • Entry of new competitors and products and potential technological obsolescence of our products. • Adverse market and economic conditions. • Our ability to maintain the listing of our common stock on the Nasdaq Capital Market. • Loss of one or more key executives or scientists. • Difficulties in securing and retaining regulatory approval to market our product and product candidates. You should consult read this prospectus, the "Risk Factors" contained herein applicable prospectus supplement and any related free-writing prospectus and the documents incorporated by reference in order to assess the risks involved this prospectus with the investmentunderstanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect. The forward-looking information is based on various factors and was derived using numerous assumptionsstatements contained or incorporated by reference in this prospectus or any prospectus supplement are expressly qualified in their entirety by this cautionary statement. When considering such We do not undertake any obligation to publicly update any forward-looking statements, you should keep in mind the risk factors referenced above and other cautionary statements in this Memorandum. Important factors that may cause actual results to differ from the Company's projections include, for example: the success or failure of the Company's test trials on new products; the Company's ability to enter into joint venture, co-marketing or other strategic partnering relationships with established companies; marketplace acceptance of the Company's water purification products; whether other companies develop products which are competitive with the Company's; The Company's ability to obtain future financing to fund Company growth and the Company's continued transition to commercial operations; the Company's ability to negotiate and maintain favorable distribution arrangements for the Company's products; changes in government regulations; and the Company's ability to attract and retain qualified employees. The Company does not undertake to update forward-looking information statement to reflect actual results events or changes in assumptions circumstances after the date on which any such statement is made or other factors that could affect those statements. Private and Confidential Cartis Incorporated EXECUTIVE SUMMARY Cartis has discovered, developed, commercialized and patented a new state-of-the-art process to purify water at low cost, and in quantities that are adequate to supply reflect the potable water requirements occurrence of human consumption, including drinking, cooking and other domestic needs. The CARTIS process can also greatly improve vegetable growing in greenhouses. Management believes that the water quality after CARTIS treatment often surpasses other commonly available methods and sources of potable water, including bottled water. *** The huge potable water markets around the world rely on a variety of well-known and documented treatment and filtration methods. Most often, these methods only bring partial solutions to water pollution problems. The main methods and processes most commonly in use around the world utilize: * UV lamps, which almost totally destroy bacteria in clear water, are limited to bacteria elimination only, * Active Carbon ("AC") is renowned for the elimination of odors, chlorine, heavy metals and pesticides. Since AC does not destroy bacteria, its usage is severely limited by rapid bacterial saturation, which forces frequent filter replacements. Also, water treated with AC is void of bactericidal properties, * Active Carbon with Silver Coating solves the issue of internal bacteria contamination, but its process is severely limited by the risk of silver nitrate pollution, a heavy metal, and a short useful life. In order to prevent silver nitrate pollution, forbidden in most developed countries, the quantity of nitrate coating is kept to a minimum, thereby greatly diminishing its usefulness. * Water Softeners suppress calcium, which is responsible for water hardness and limestone deposits. However these softeners diminish the cleaning properties of water and give it an unpleasant taste. Moreover, softeners facilitate bacteria proliferation. CARTIS incorporates several existing proven methods of water filtration and treatment, while significantly improving on them. CARTIS breakthrough technology creates a permanent bond between pure silver and active carbon, thereby joining one of the best bactericidal agent with a time tested pollution screener. This technology delivers potable water without harming the delicate balance of minerals naturally present in water. The CARTIS showcase product currently on the market is the Potable Water System PWS 300. The PWS 300 provides potable water void of limestone to households, hospitals, schools, hotels, without the use of chlorine. Water treated by CARTIS keeps destroying bacteria, even after treatment. The PWS 300 incorporates the following elements: * One coarse filter for large impurities, then downstream, * One Xxxxxxxx UV lamp with an output of 25,000 millijoules that corresponds to European standards and surpasses US standards for potable water. The lamp's output is sufficient to eliminate bacteria up to 99% in clear water, then downstream, * One CARTIS cartridge. The cartridge contains a powder composed of pure silver 99.9999 (6N) bonded by intermolecular links to active carbon. The bond is performed in radio frequency, low-pressure cold plasma reactors. The CARTIS process is patented worldwide. The bonding of silver and active carbon ensures bacteria destruction during and after treatment, while eliminating the problem of silver nitrates pollution. Chlorine, a harmful chemical, is the only competing product to CARTIS with similar conservation properties of bacteria destruction after treatment. Private and Confidentialunanticipated events.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS. Some of This prospectus supplement and accompanying prospectus and the statements contained information incorporated by reference in this Memorandum, including statements contained in the sections captioned "EXECUTIVE SUMMARY," "CARTIS ORGANIZATION STRUCTURE, MANAGEMENT, PRODUCTION, SALES & MARKETING", "COMPETITION" prospectus supplement and "FINANCIAL PROJECTIONS" discuss future expectations and intentions, accompanying prospectus contain projections of results of operations or financial condition or state other "forward-looking" information. Such statements can be identified by the use of “forward-looking terminology statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which include information relating to future events, future financial performance, strategies, expectations, competitive environment and regulation. Words such as "plan," "intend," "hope," "“may," "will” “should," "expect” “could," "anticipate” “would," "estimate” “predicts," "” “potential,” “continue" ,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar expressions, as well as statements in future tense, identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or other similar wordsresults and will probably not be accurate indications of when such performance or results will be achieved. Statements Forward-looking statements are based on information we have when those statements are made or our management’s good faith belief as of that time with respect to future events, and are subject to known risks and unknown risks, uncertainties and other factors that could cause the actual performance or results to differ materially from those contemplated expressed in or suggested by the statements. Investors should consult the "Risk Factors" contained herein in order to assess the risks involved with the investment. The forward-looking information is based statements. Important factors that could cause such differences include, but are not limited to: ● our history of recurring losses and negative cash flows from operating activities, significant future commitments and the uncertainty regarding the adequacy of our liquidity to pursue our complete business objectives; ● our ability to complete clinical trials as anticipated and obtain and maintain regulatory approvals for our products; ● our ability to adequately protect our intellectual property; ● disputes over ownership of intellectual property; ● our dependence on various a single manufacturing facility and our ability to comply with stringent manufacturing quality standards and to increase production as necessary; ● the risk that the data collected from our current and planned clinical trials may not be sufficient to demonstrate that our products are an attractive alternative to other procedures and products; ● intense competition in our industry, with competitors having substantially greater financial, technological, research and development, regulatory and clinical, manufacturing, marketing and sales, distribution and personnel resources than we do; ● entry of new competitors and products and potential technological obsolescence of our products; ● loss of a key customer or supplier; ● adverse economic conditions; ● adverse federal, state and local government regulation, in the United States; ● price increases for supplies and components; ● inability to carry out research, development and commercialization plans; and ● loss or retirement of key executives and research scientists. Although we believe that the forward-looking statements contained herein are reasonable, we can give no assurance that our expectations will be met. All forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement and the risk factors and was derived using numerous assumptionsbeginning on page S-3 of this prospectus supplement. When considering such You are cautioned not to place undue reliance on these forward-looking statements, you should keep in mind the risk factors referenced above and other cautionary statements in this Memorandum. Important factors that may cause actual results to differ from the Company's projections include, for example: the success or failure which speak only as of the Company's test trials on new products; date of this prospectus supplement. Except to the Company's ability to enter into joint ventureextent required by applicable laws and regulations, co-marketing or other strategic partnering relationships with established companies; marketplace acceptance of the Company's water purification products; whether other companies develop products which are competitive with the Company's; The Company's ability to obtain future financing to fund Company growth and the Company's continued transition to commercial operations; the Company's ability to negotiate and maintain favorable distribution arrangements for the Company's products; changes in government regulations; and the Company's ability to attract and retain qualified employees. The Company does not we undertake no obligation to update these forward-looking information statements to reflect actual results events or changes in assumptions circumstances after the date of this prospectus or other factors that could affect those statements. Private and Confidential Cartis Incorporated EXECUTIVE SUMMARY Cartis has discovered, developed, commercialized and patented a new state-of-the-art process to purify water at low cost, and in quantities that are adequate to supply reflect the potable water requirements occurrence of human consumption, including drinking, cooking and other domestic needs. The CARTIS process can also greatly improve vegetable growing in greenhouses. Management believes that the water quality after CARTIS treatment often surpasses other commonly available methods and sources of potable water, including bottled water. *** The huge potable water markets around the world rely on a variety of well-known and documented treatment and filtration methods. Most often, these methods only bring partial solutions to water pollution problems. The main methods and processes most commonly in use around the world utilize: * UV lamps, which almost totally destroy bacteria in clear water, are limited to bacteria elimination only, * Active Carbon ("AC") is renowned for the elimination of odors, chlorine, heavy metals and pesticides. Since AC does not destroy bacteria, its usage is severely limited by rapid bacterial saturation, which forces frequent filter replacements. Also, water treated with AC is void of bactericidal properties, * Active Carbon with Silver Coating solves the issue of internal bacteria contamination, but its process is severely limited by the risk of silver nitrate pollution, a heavy metal, and a short useful life. In order to prevent silver nitrate pollution, forbidden in most developed countries, the quantity of nitrate coating is kept to a minimum, thereby greatly diminishing its usefulness. * Water Softeners suppress calcium, which is responsible for water hardness and limestone deposits. However these softeners diminish the cleaning properties of water and give it an unpleasant taste. Moreover, softeners facilitate bacteria proliferation. CARTIS incorporates several existing proven methods of water filtration and treatment, while significantly improving on them. CARTIS breakthrough technology creates a permanent bond between pure silver and active carbon, thereby joining one of the best bactericidal agent with a time tested pollution screener. This technology delivers potable water without harming the delicate balance of minerals naturally present in water. The CARTIS showcase product currently on the market is the Potable Water System PWS 300. The PWS 300 provides potable water void of limestone to households, hospitals, schools, hotels, without the use of chlorine. Water treated by CARTIS keeps destroying bacteria, even after treatment. The PWS 300 incorporates the following elements: * One coarse filter for large impurities, then downstream, * One Xxxxxxxx UV lamp with an output of 25,000 millijoules that corresponds to European standards and surpasses US standards for potable water. The lamp's output is sufficient to eliminate bacteria up to 99% in clear water, then downstream, * One CARTIS cartridge. The cartridge contains a powder composed of pure silver 99.9999 (6N) bonded by intermolecular links to active carbon. The bond is performed in radio frequency, low-pressure cold plasma reactors. The CARTIS process is patented worldwide. The bonding of silver and active carbon ensures bacteria destruction during and after treatment, while eliminating the problem of silver nitrates pollution. Chlorine, a harmful chemical, is the only competing product to CARTIS with similar conservation properties of bacteria destruction after treatment. Private and Confidentialunanticipated events.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS. Some This prospectus supplement contains forward-looking statements that involve substantial risks and uncertainties for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “plan,” “expect,” “predict,” “potential,” “opportunity,” “goals,” or “should,” and similar expressions are intended to identify forward-looking statements. All statements contained in this Memorandumprospectus supplement, including other than statements contained in the sections captioned "EXECUTIVE SUMMARY," "CARTIS ORGANIZATION STRUCTURE, MANAGEMENT, PRODUCTION, SALES & MARKETING", "COMPETITION" and "FINANCIAL PROJECTIONS" discuss future expectations and intentions, contain projections of results of operations or financial condition or state other "forward-looking" information. Such statements can be identified by the use of historical fact are forward-looking terminology such statements. You should not unduly rely on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, some of which are beyond our control. These risks, uncertainties and other factors may cause our actual results, performance or achievements to be materially different from the anticipated future results, performance or achievements expressed or implied by the forward-looking statements. Actual results and performance could differ materially from those projected in the forward-looking statements as "plan," "intend," "hope," "may," "will," "expect," "anticipate," "estimate," "continue" a result of many factors, including, without limitation, statements relating to: • our integration efforts following the acquisition of Private Viridian (as defined below); • our future research and development activities, including clinical testing and the costs and timing thereof; • our strategy, including clinical development of VRDN-001 and other product candidates, and the clinical and commercial potential of our product candidates, if approved; • the sufficiency of our cash resources; • our ability to raise additional funding when needed; • any statements concerning anticipated regulatory activities or licensing or collaborative arrangements; • business interruptions resulting from the COVID-19 outbreak or similar public health crises, which could cause a disruption in the development of our product candidates and adversely impact our business; • our research and development and other similar wordsexpenses; • our operations and legal risks; • our ability to maintain our listing on a national securities exchange; and • any statement of assumptions underlying any of the foregoing. Statements are subject to These forward-looking statements involve known and unknown risks, uncertainties and other factors that could may cause the our actual results to differ be materially different from those contemplated the anticipated future results, performance or achievements expressed or implied by the statements. Investors should consult the "Risk Factors" contained herein in order to assess the risks involved with the investment. The forward-looking information is based on various factors and was derived using numerous assumptions. When considering such any forward-looking statements, you should keep including the factors described under the heading “Risk Factors” in mind this prospectus supplement and the accompanying prospectus, and the risk factors referenced above and cautionary statements described in other documents that we file from time to time with the SEC, specifically under the heading “Item 1A. Risk Factors” and elsewhere in our most recent Annual Report on Form 10-K for the year ended December 31, 2020 that was filed with the SEC on March 26, 2021. You should evaluate all forward-looking statements made in this prospectus supplement and the accompanying prospectus, including the documents we incorporate by reference, in the context of these risks, uncertainties and other cautionary factors. We caution you that the risks, uncertainties and other factors referred to above may not contain all of the risks, uncertainties and other factors that are important to you. In addition, we cannot assure you that we will realize the results, benefits or developments that we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our business in the way expected. All forward-looking statements in this Memorandum. Important factors that may cause actual results to differ from prospectus supplement and the Company's projections includeaccompanying prospectus, for example: including the success or failure documents we incorporate by reference, apply only as of the Company's test trials on new products; date made and are expressly qualified in their entirety by the Company's ability to enter into joint venture, co-marketing or other strategic partnering relationships with established companies; marketplace acceptance of the Company's water purification products; whether other companies develop products which are competitive with the Company's; The Company's ability to obtain future financing to fund Company growth cautionary statements included in this prospectus supplement and the Company's continued transition accompanying prospectus. We undertake no obligation to commercial operations; the Company's ability to negotiate and maintain favorable distribution arrangements for the Company's products; changes in government regulations; and the Company's ability to attract and retain qualified employees. The Company does not undertake to publicly update or revise any forward-looking information statements to reflect actual results subsequent events or changes in assumptions or other factors that could affect those statements. Private and Confidential Cartis Incorporated EXECUTIVE SUMMARY Cartis has discovered, developed, commercialized and patented a new state-of-the-art process to purify water at low cost, and in quantities that are adequate to supply the potable water requirements of human consumption, including drinking, cooking and other domestic needs. The CARTIS process can also greatly improve vegetable growing in greenhouses. Management believes that the water quality after CARTIS treatment often surpasses other commonly available methods and sources of potable water, including bottled water. *** The huge potable water markets around the world rely on a variety of well-known and documented treatment and filtration methods. Most often, these methods only bring partial solutions to water pollution problems. The main methods and processes most commonly in use around the world utilize: * UV lamps, which almost totally destroy bacteria in clear water, are limited to bacteria elimination only, * Active Carbon ("AC") is renowned for the elimination of odors, chlorine, heavy metals and pesticides. Since AC does not destroy bacteria, its usage is severely limited by rapid bacterial saturation, which forces frequent filter replacements. Also, water treated with AC is void of bactericidal properties, * Active Carbon with Silver Coating solves the issue of internal bacteria contamination, but its process is severely limited by the risk of silver nitrate pollution, a heavy metal, and a short useful life. In order to prevent silver nitrate pollution, forbidden in most developed countries, the quantity of nitrate coating is kept to a minimum, thereby greatly diminishing its usefulness. * Water Softeners suppress calcium, which is responsible for water hardness and limestone deposits. However these softeners diminish the cleaning properties of water and give it an unpleasant taste. Moreover, softeners facilitate bacteria proliferation. CARTIS incorporates several existing proven methods of water filtration and treatment, while significantly improving on them. CARTIS breakthrough technology creates a permanent bond between pure silver and active carbon, thereby joining one of the best bactericidal agent with a time tested pollution screener. This technology delivers potable water without harming the delicate balance of minerals naturally present in water. The CARTIS showcase product currently on the market is the Potable Water System PWS 300. The PWS 300 provides potable water void of limestone to households, hospitals, schools, hotels, without the use of chlorine. Water treated by CARTIS keeps destroying bacteria, even after treatment. The PWS 300 incorporates the following elements: * One coarse filter for large impurities, then downstream, * One Xxxxxxxx UV lamp with an output of 25,000 millijoules that corresponds to European standards and surpasses US standards for potable water. The lamp's output is sufficient to eliminate bacteria up to 99% in clear water, then downstream, * One CARTIS cartridge. The cartridge contains a powder composed of pure silver 99.9999 (6N) bonded by intermolecular links to active carbon. The bond is performed in radio frequency, low-pressure cold plasma reactors. The CARTIS process is patented worldwide. The bonding of silver and active carbon ensures bacteria destruction during and after treatment, while eliminating the problem of silver nitrates pollution. Chlorine, a harmful chemical, is the only competing product to CARTIS with similar conservation properties of bacteria destruction after treatment. Private and Confidentialcircumstances.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS. Some of This prospectus, each prospectus supplement and the statements contained information incorporated by reference in this Memorandum, including statements contained in the sections captioned "EXECUTIVE SUMMARY," "CARTIS ORGANIZATION STRUCTURE, MANAGEMENT, PRODUCTION, SALES & MARKETING", "COMPETITION" prospectus and "FINANCIAL PROJECTIONS" discuss future expectations and intentions, each prospectus supplement contain projections of results of operations or financial condition or state other "forward-looking" information. Such statements can be identified by the use of “forward-looking terminology statements,” which include information relating to future events, future financial performance, strategies, expectations, competitive environment and regulation. Words such as "plan," "intend," "hope," "“may," "will” “should," "expect” “could," "anticipate” “would," "estimate” “predicts," "” “potential,” “continue" ,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar expressions, as well as statements in future tense, identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or other similar wordsresults and will probably not be accurate indications of when such performance or results will be achieved. Statements Forward- looking statements are based on information we have when those statements are made or our management’s good faith belief as of that time with respect to future events, and are subject to known risks and unknown risks, uncertainties and other factors that could cause the actual performance or results to differ materially from those contemplated expressed in or suggested by the forward-looking statements. Investors Important factors that could cause such differences include, but are not limited to: ● our history of recurring losses and negative cash flows from operating activities, significant future commitments and the uncertainty regarding the adequacy of our liquidity to pursue our complete business objectives; ● our ability to complete clinical trials as anticipated and obtain and maintain regulatory approvals for our products; ● our ability to adequately protect our intellectual property; ● disputes over ownership of intellectual property; ● the risk that the data collected from our current and planned clinical trials may not be sufficient to demonstrate that our products is an attractive alternative to other products; ● intense competition in our industry, with competitors having substantially greater financial, technological, research and development, regulatory and clinical, manufacturing, marketing and sales, distribution and personnel resources than we do; ● entry of new competitors and products and potential technological obsolescence of our products; ● loss of a key customer or supplier; ● technical problems with our research and products and potential product liability claims; ● adverse economic conditions; ● adverse federal, state and local government regulation, in the United States; ● price increases for supplies; ● inability to carry out research, development and commercialization plans; and ● loss or retirement of key executives and research scientists. You should consult review carefully the "section entitled “Risk Factors" contained herein ” beginning on page S-9 of this prospectus for a discussion of these and other risks that relate to our business and investing in order to assess the risks involved with the investmentour securities. The forward-looking information is based on various factors and was derived using numerous assumptionsstatements contained or incorporated by reference in this prospectus or any prospectus supplement are expressly qualified in their entirety by this cautionary statement. When considering such We do not undertake any obligation to publicly update any forward-looking statements, you should keep in mind the risk factors referenced above and other cautionary statements in this Memorandum. Important factors that may cause actual results to differ from the Company's projections include, for example: the success or failure of the Company's test trials on new products; the Company's ability to enter into joint venture, co-marketing or other strategic partnering relationships with established companies; marketplace acceptance of the Company's water purification products; whether other companies develop products which are competitive with the Company's; The Company's ability to obtain future financing to fund Company growth and the Company's continued transition to commercial operations; the Company's ability to negotiate and maintain favorable distribution arrangements for the Company's products; changes in government regulations; and the Company's ability to attract and retain qualified employees. The Company does not undertake to update forward-looking information statement to reflect actual results events or changes in assumptions circumstances after the date on which any such statement is made or other factors that could affect those statements. Private and Confidential Cartis Incorporated EXECUTIVE SUMMARY Cartis has discovered, developed, commercialized and patented a new state-of-the-art process to purify water at low cost, and in quantities that are adequate to supply reflect the potable water requirements occurrence of human consumption, including drinking, cooking and other domestic needs. The CARTIS process can also greatly improve vegetable growing in greenhouses. Management believes that the water quality after CARTIS treatment often surpasses other commonly available methods and sources of potable water, including bottled water. *** The huge potable water markets around the world rely on a variety of well-known and documented treatment and filtration methods. Most often, these methods only bring partial solutions to water pollution problems. The main methods and processes most commonly in use around the world utilize: * UV lamps, which almost totally destroy bacteria in clear water, are limited to bacteria elimination only, * Active Carbon ("AC") is renowned for the elimination of odors, chlorine, heavy metals and pesticides. Since AC does not destroy bacteria, its usage is severely limited by rapid bacterial saturation, which forces frequent filter replacements. Also, water treated with AC is void of bactericidal properties, * Active Carbon with Silver Coating solves the issue of internal bacteria contamination, but its process is severely limited by the risk of silver nitrate pollution, a heavy metal, and a short useful life. In order to prevent silver nitrate pollution, forbidden in most developed countries, the quantity of nitrate coating is kept to a minimum, thereby greatly diminishing its usefulness. * Water Softeners suppress calcium, which is responsible for water hardness and limestone deposits. However these softeners diminish the cleaning properties of water and give it an unpleasant taste. Moreover, softeners facilitate bacteria proliferation. CARTIS incorporates several existing proven methods of water filtration and treatment, while significantly improving on them. CARTIS breakthrough technology creates a permanent bond between pure silver and active carbon, thereby joining one of the best bactericidal agent with a time tested pollution screener. This technology delivers potable water without harming the delicate balance of minerals naturally present in water. The CARTIS showcase product currently on the market is the Potable Water System PWS 300. The PWS 300 provides potable water void of limestone to households, hospitals, schools, hotels, without the use of chlorine. Water treated by CARTIS keeps destroying bacteria, even after treatment. The PWS 300 incorporates the following elements: * One coarse filter for large impurities, then downstream, * One Xxxxxxxx UV lamp with an output of 25,000 millijoules that corresponds to European standards and surpasses US standards for potable water. The lamp's output is sufficient to eliminate bacteria up to 99% in clear water, then downstream, * One CARTIS cartridge. The cartridge contains a powder composed of pure silver 99.9999 (6N) bonded by intermolecular links to active carbon. The bond is performed in radio frequency, low-pressure cold plasma reactors. The CARTIS process is patented worldwide. The bonding of silver and active carbon ensures bacteria destruction during and after treatment, while eliminating the problem of silver nitrates pollution. Chlorine, a harmful chemical, is the only competing product to CARTIS with similar conservation properties of bacteria destruction after treatment. Private and Confidentialunanticipated events.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS. Some of the This report contains forward-looking statements contained in this Memorandum, including that involve substantial risks and uncertainties. In some cases you can identify these statements contained in the sections captioned by forward-looking words such as "EXECUTIVE SUMMARYanticipate," "CARTIS ORGANIZATION STRUCTURE, MANAGEMENT, PRODUCTION, SALES & MARKETINGbelieve," ", could," "COMPETITIONestimate," "expect," "intend," "may," "should," "will," and "FINANCIAL PROJECTIONSwould" or similar words. You should read statements that contain these words carefully because they discuss future expectations and intentionsexpectations, contain projections of future results of operations or of financial condition position or state other "forward-looking" information. Such statements can be identified by The important factors listed above in the use of forward-looking terminology such as section captioned "planRisk Factors," "intend," "hope," "may," "will," "expect," "anticipate," "estimate," "continue" or other similar words. Statements are subject to known and unknown as well as any cautionary language in this report, provide examples of risks, uncertainties and other factors events that could may cause the actual results to differ materially from those contemplated by the statements. Investors should consult the "Risk Factors" contained herein expectations described in order to assess the risks involved with the investment. The these forward-looking information is based on various statements. You should be aware that the occurrence of the events described in the risk factors and was derived using numerous assumptionselsewhere in this report could have a material adverse effect on the business, results of operations and financial position of Sonus. When considering Any forward-looking statements in this report are not guarantees of future performances, and actual results, developments and business decisions may differ from those envisaged by such forward-looking statements, you should keep in mind possibly materially. Sonus disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the risk factors referenced above and other cautionary statements in this Memorandumsection. Important factors ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.‌ We do not currently use derivative financial instruments. We generally place our marketable security investments in high-quality credit instruments, primarily U.S. Government obligations and corporate obligations with contractual maturities of less than one year. We do not expect any material loss from our marketable security investments and therefore believe that may cause actual our potential interest rate exposure is not material. To date, sales from our international operations have been made in United States dollars. Accordingly, we have no current material exposure to foreign currency rate fluctuations, though we will continue to evaluate the impact of foreign currency exchange risk on our results to differ from the Company's projections include, for example: the success or failure of the Company's test trials on new products; the Company's ability to enter into joint venture, co-marketing or other strategic partnering relationships with established companies; marketplace acceptance of the Company's water purification products; whether other companies develop products which are competitive with the Company's; The Company's ability to obtain future financing to fund Company growth and the Company's continued transition to commercial operations; the Company's ability to negotiate and maintain favorable distribution arrangements for the Company's products; changes in government regulations; and the Company's ability to attract and retain qualified employees. The Company does not undertake to update forward-looking information to reflect actual results or changes in assumptions or other factors that could affect those statements. Private and Confidential Cartis Incorporated EXECUTIVE SUMMARY Cartis has discovered, developed, commercialized and patented a new state-of-the-art process to purify water at low cost, and in quantities that are adequate to supply the potable water requirements of human consumption, including drinking, cooking and other domestic needs. The CARTIS process can also greatly improve vegetable growing in greenhouses. Management believes that the water quality after CARTIS treatment often surpasses other commonly available methods and sources of potable water, including bottled water. *** The huge potable water markets around the world rely on a variety of well-known and documented treatment and filtration methods. Most often, these methods only bring partial solutions to water pollution problems. The main methods and processes most commonly in use around the world utilize: * UV lamps, which almost totally destroy bacteria in clear water, are limited to bacteria elimination only, * Active Carbon ("AC") is renowned for the elimination of odors, chlorine, heavy metals and pesticides. Since AC does not destroy bacteria, its usage is severely limited by rapid bacterial saturation, which forces frequent filter replacements. Also, water treated with AC is void of bactericidal properties, * Active Carbon with Silver Coating solves the issue of internal bacteria contamination, but its process is severely limited by the risk of silver nitrate pollution, a heavy metal, and a short useful life. In order to prevent silver nitrate pollution, forbidden in most developed countries, the quantity of nitrate coating is kept to a minimum, thereby greatly diminishing its usefulness. * Water Softeners suppress calcium, which is responsible for water hardness and limestone deposits. However these softeners diminish the cleaning properties of water and give it an unpleasant taste. Moreover, softeners facilitate bacteria proliferation. CARTIS incorporates several existing proven methods of water filtration and treatment, while significantly improving on them. CARTIS breakthrough technology creates a permanent bond between pure silver and active carbon, thereby joining one of the best bactericidal agent with a time tested pollution screener. This technology delivers potable water without harming the delicate balance of minerals naturally present in water. The CARTIS showcase product currently on the market is the Potable Water System PWS 300. The PWS 300 provides potable water void of limestone to households, hospitals, schools, hotels, without the use of chlorine. Water treated by CARTIS keeps destroying bacteria, even after treatment. The PWS 300 incorporates the following elements: * One coarse filter for large impurities, then downstream, * One Xxxxxxxx UV lamp with an output of 25,000 millijoules that corresponds to European standards and surpasses US standards for potable water. The lamp's output is sufficient to eliminate bacteria up to 99% in clear water, then downstream, * One CARTIS cartridge. The cartridge contains a powder composed of pure silver 99.9999 (6N) bonded by intermolecular links to active carbon. The bond is performed in radio frequency, low-pressure cold plasma reactors. The CARTIS process is patented worldwide. The bonding of silver and active carbon ensures bacteria destruction during and after treatment, while eliminating the problem of silver nitrates pollution. Chlorine, a harmful chemical, is the only competing product to CARTIS with similar conservation properties of bacteria destruction after treatment. Private and Confidentialoperations as we expand internationally.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS. Some This prospectus contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance and expectations. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “may”, “will”, “should”, “expects”, “plans”, “anticipates”, “could”, “intends”, “target”, “projects”, “contemplates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements contained in this Memorandumprospectus include, including but are not limited to, statements contained in the sections captioned "EXECUTIVE SUMMARY," "CARTIS ORGANIZATION STRUCTURE, MANAGEMENT, PRODUCTION, SALES & MARKETING", "COMPETITION" about: ● our future financial and "FINANCIAL PROJECTIONS" discuss future expectations and intentions, contain projections of results of operations or financial condition or state other "forward-looking" information. Such statements can be identified by the use of forward-looking terminology such as "plan," "intend," "hope," "may," "will," "expect," "anticipate," "estimate," "continue" or other similar words. Statements are subject to known operations; ● our growth plans; ● our business plan and unknown risks, uncertainties and other factors that could cause the actual results to differ materially from those contemplated by the statements. Investors should consult the "Risk Factors" contained herein in order to assess the risks involved with the investment. The forward-looking information is based on various factors and was derived using numerous assumptions. When considering such forward-looking statements, you should keep in mind the risk factors referenced above and other cautionary statements in this Memorandum. Important factors that may cause actual results to differ from the Company's projections include, for example: the success or failure of the Company's test trials on new products; the Company's our ability to enter into joint ventureeffectively manage our growth; ● our ability to attract and retain brands and advertising agencies; ● the effects of increased competition in our market and our ability to compete effectively; ● our plans to use the proceeds from this offering; ● estimates of our expenses, co-marketing or other strategic partnering relationships with established companies; marketplace acceptance of the Company's water purification products; whether other companies develop products which are competitive with the Company's; The Company's future revenues, capital requirements, our needs for additional capital and our ability to obtain future financing to fund Company growth and the Company's continued transition to commercial operationsadditional capital; the Company's ability to negotiate and maintain favorable distribution arrangements for the Company's products; changes in government regulations; and the Company's ● our ability to attract and retain qualified employeesdirectors, employees and key personnel such as our founders while maintaining our corporate culture; ● future acquisitions of or investments in complementary companies; and ● the effects of trends on, and fluctuations in, our results of operations. The Company does not undertake to update We have based the forward-looking statements contained in this prospectus primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, prospects, business strategy and financial needs. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, assumptions and other factors described in the section captioned “Risk Factors” and elsewhere in this prospectus. These risks are not exhaustive. Other sections of this prospectus include additional factors that could adversely impact our business and financial performance. Furthermore, new risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this prospectus. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to reflect us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements. The forward-looking statements made in this prospectus relate only to events as of the date on which such statements are made. We undertake no obligation to update any forward-looking statements after the date of this prospectus or to conform such statements to actual results or changes in assumptions or other factors revised expectations, except as required by law. As a condition to Investor’s Subscription, the Investor represents, warrants, acknowledges and agrees that could affect those statements. Private the following are true as of the date written below, as of the date of Closing and Confidential Cartis Incorporated EXECUTIVE SUMMARY Cartis has discoveredwhich representations, developed, commercialized and patented a new state-of-the-art process to purify water at low costwarranties, and in quantities that are adequate to supply covenants shall survive the potable water requirements of human consumptionClosing, including drinking, cooking and other domestic needs. The CARTIS process can also greatly improve vegetable growing in greenhouses. Management believes acknowledges that the water quality after CARTIS treatment often surpasses other commonly available methods Company is relying thereon, that: C-2.1. Investor is not a U.S. person, as defined in Rule 902 of Regulation S, and sources of potable water, including bottled water. *** The huge potable water markets around is not acquiring the world rely on a variety of well-known and documented treatment and filtration methods. Most often, these methods only bring partial solutions to water pollution problems. The main methods and processes most commonly in use around the world utilize: * UV lamps, which almost totally destroy bacteria in clear water, are limited to bacteria elimination only, * Active Carbon ("AC") is renowned Tokens for the elimination account or benefit of odorsany U.S. person. C-2.2. Investor acknowledges the Company may offer the Tokens under this Rolling SAFE only to persons outside the United States and either (1) at the time any buy order is originated, chlorinethe buyer must be outside the United States, heavy metals or the seller and pesticidesany person acting on its behalf reasonably believe that the buyer is outside the United States; or (2) the transaction is executed in, on or through a physical trading floor of an established foreign securities exchange that is located outside the United States. Since AC does not destroy bacteriaAccordingly, its usage is severely limited by rapid bacterial saturation, which forces frequent filter replacements. Also, water treated with AC is void Investor was located outside of bactericidal properties, * Active Carbon with Silver Coating solves the issue of internal bacteria contamination, but its process is severely limited by the risk of silver nitrate pollution, a heavy metalUnited States when receiving and executing this Rolling SAFE, and Investor has not received an offer to purchase the Tokens inside the United States and will not originate a short useful lifebuy order for the Tokens inside the United States. In order C-2.3. Investor has not received, and is not aware of, any advertisement in a publication with a general circulation in the United States (as defined in Rule 902 of Regulation S) that refers to prevent silver nitrate pollutionthe Tokens or the offer or sale of the Tokens. Investor acknowledges that it is not acquiring the Tokens as a result of, forbidden any "directed selling efforts" (as defined in most developed countriesRule 902 of Regulation S) in the United States in respect of any of the Tokens. C-2.4. Investor understands that the Tokens are being offered and sold in reliance on the safe harbor of Regulation S under the Securities Act and any applicable state securities laws, and that the Company is relying, in part, on the truth and accuracy of, and Investor’s compliance with, the quantity of nitrate coating is kept representations, warranties, and covenants set forth herein to a minimum, thereby greatly diminishing its usefulness. * Water Softeners suppress calcium, which is responsible for water hardness and limestone deposits. However these softeners diminish determine the cleaning properties of water and give it an unpleasant taste. Moreover, softeners facilitate bacteria proliferation. CARTIS incorporates several existing proven methods of water filtration and treatment, while significantly improving on them. CARTIS breakthrough technology creates a permanent bond between pure silver and active carbon, thereby joining one availability of the best bactericidal agent with a time tested pollution screenersafe harbor to the Company and the eligibility of Investor to acquire the Tokens. This technology delivers potable water without harming the delicate balance of minerals naturally present in waterC-2.5. The CARTIS showcase product currently on the market is the Potable Water System PWS 300. The PWS 300 provides potable water void of limestone to households, hospitals, schools, hotels, without the use of chlorine. Water treated by CARTIS keeps destroying bacteria, even after treatment. The PWS 300 incorporates the following elements: * One coarse filter for large impurities, then downstream, * One Xxxxxxxx UV lamp with an output of 25,000 millijoules that corresponds to European standards and surpasses US standards for potable water. The lamp's output is sufficient to eliminate bacteria up to 99% in clear water, then downstream, * One CARTIS cartridge. The cartridge contains a powder composed of pure silver 99.9999 (6N) bonded by intermolecular links to active carbon. The bond is performed in radio frequency, low-pressure cold plasma reactors. The CARTIS process is patented worldwide. The bonding of silver and active carbon ensures bacteria destruction during and after treatment, while eliminating the problem of silver nitrates pollution. Chlorine, a harmful chemical, is the only competing product to CARTIS with similar conservation properties of bacteria destruction after treatment. Private and ConfidentialInvestor agrees that:

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS. Some This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein contain forward- looking statements made pursuant to the safe harbor provisions of the statements contained in this Memorandum, including statements contained in the sections captioned "EXECUTIVE SUMMARY," "CARTIS ORGANIZATION STRUCTURE, MANAGEMENT, PRODUCTION, SALES & MARKETING", "COMPETITION" and "FINANCIAL PROJECTIONS" discuss future expectations and intentions, contain projections Private Securities Litigation Reform Act of results of operations or financial condition or state other "forward-looking" information1995. Such statements can be identified by the use of forwardForward-looking statements represent our management's judgment regarding future events. In many cases, you can identify forward- looking statements by terminology such as "plan," "intend," "hope," "may," "will," "should," "plan," "expect," "anticipate," "estimate," "predict," "intend," "potential" or "continue" or the negative of these terms or other words of similar wordsimport, although some forward-looking statements are expressed differently. Statements All statements other than statements of historical fact included in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein regarding our financial position, business strategy and plans or objectives for future operations are subject forward-looking statements. We cannot guarantee the accuracy of forward-looking statements, and you should be aware that results and events could differ materially and adversely from those described in the forward-looking statements due to known and unknown risks, uncertainties and other a number of factors. There are a number of important factors that could cause the actual results to differ materially from those contemplated expressed in any forward- looking statement made by the statementsus. Investors should consult the "Risk Factors" contained herein in order to assess the risks involved with the investment. The forward-looking information is based on various These factors and was derived using numerous assumptions. When considering such forward-looking statements, you should keep in mind the risk factors referenced above and other cautionary statements in this Memorandum. Important factors that may cause actual results to differ from the Company's projections include, for examplebut are not limited to: the success or failure of the Company's test trials on new products; the Company's • our ability to enter into joint venture, coachieve profitability by increasing sales of our laboratory tests and services and to continually develop and commercialize novel and innovative genomic-based diagnostic tests and services for cancer patients; • our ability to raise additional capital to meet our liquidity needs; • our ability to clinically validate our pipeline of genomic microarray tests currently in development; • our ability to execute on our marketing or other strategic partnering relationships with established companies; marketplace and sales strategy for our genomic tests and gain acceptance of our tests in the Company's water purification productsmarket; whether other companies develop products • our ability to keep pace with rapidly advancing market and scientific developments; • our ability to satisfy U.S. (including FDA) and international regulatory requirements with respect to our tests and services, many of which are competitive with the Company'snew and still evolving; The Company's • our ability to obtain future financing to fund Company growth reimbursement from governmental and the Company's continued transition to commercial operationsother third-party payors for our tests and services; the Company's • competition from clinical laboratory services companies, genomic-based diagnostic tests currently available or new tests that may emerge; • our ability to negotiate maintain our clinical collaborations and enter into new collaboration agreements with highly regarded organizations in the cancer field so that, among other things, we have access to thought leaders in the field and to a robust number of samples to validate our genomic tests; • our ability to maintain favorable distribution arrangements for the Company's our present customer base and obtain new customers; • potential product liability or intellectual property infringement claims; • our dependency on third-party manufacturers to supply or manufacture our products; changes • our ability to manage significant fluctuations in government regulationsour quarterly operating results, which may occur as a result of the timing, size and duration of our contracts with biopharmaceutical companies and clinical research organizations; and the Company's • our ability to attract and retain qualified employeesa sufficient number of scientists, clinicians, sales personnel and other key personnel with extensive experience in oncology, who are in short supply; • our ability to obtain or maintain patents or other appropriate protection for the intellectual property in our proprietary tests and services; • our dependency on the intellectual property licensed to us or possessed by third parties; • our ability to expand internationally and launch our tests in emerging markets, such as India and Brazil; and • our ability to adequately support future growth. The Company does You should also consider carefully the statements set forth in the section titled "Risk Factors" or elsewhere in this prospectus supplement, the accompanying prospectus and the documents incorporated or deemed incorporated herein or therein by reference, including but not undertake limited to update the risk factors incorporated by reference under "Item 1A. Risk Factors" to Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and other factors described elsewhere in this prospectus supplement or in our current and future filings with the SEC, which address various factors that could cause results or events to differ from those described in the forward-looking information to reflect actual results or changes in assumptions or other factors that could affect those statements. Private All subsequent written and Confidential Cartis Incorporated EXECUTIVE SUMMARY Cartis has discovered, developed, commercialized and patented a new stateoral forward-of-the-art process looking statements attributable to purify water at low cost, and us or to persons acting on our behalf are expressly qualified in quantities that are adequate to supply the potable water requirements of human consumption, including drinking, cooking and other domestic needs. The CARTIS process can also greatly improve vegetable growing in greenhouses. Management believes that the water quality after CARTIS treatment often surpasses other commonly available methods and sources of potable water, including bottled water. *** The huge potable water markets around the world rely on a variety of well-known and documented treatment and filtration methods. Most often, these methods only bring partial solutions to water pollution problems. The main methods and processes most commonly in use around the world utilize: * UV lamps, which almost totally destroy bacteria in clear water, are limited to bacteria elimination only, * Active Carbon ("AC") is renowned for the elimination of odors, chlorine, heavy metals and pesticides. Since AC does not destroy bacteria, its usage is severely limited by rapid bacterial saturation, which forces frequent filter replacements. Also, water treated with AC is void of bactericidal properties, * Active Carbon with Silver Coating solves the issue of internal bacteria contamination, but its process is severely limited their entirety by the risk of silver nitrate pollution, a heavy metal, and a short useful lifeapplicable cautionary statements. In order We have no plans to prevent silver nitrate pollution, forbidden in most developed countries, the quantity of nitrate coating is kept to a minimum, thereby greatly diminishing its usefulness. * Water Softeners suppress calcium, which is responsible for water hardness and limestone deposits. However update these softeners diminish the cleaning properties of water and give it an unpleasant taste. Moreover, softeners facilitate bacteria proliferation. CARTIS incorporates several existing proven methods of water filtration and treatment, while significantly improving on them. CARTIS breakthrough technology creates a permanent bond between pure silver and active carbon, thereby joining one of the best bactericidal agent with a time tested pollution screener. This technology delivers potable water without harming the delicate balance of minerals naturally present in water. The CARTIS showcase product currently on the market is the Potable Water System PWS 300. The PWS 300 provides potable water void of limestone to households, hospitals, schools, hotels, without the use of chlorine. Water treated by CARTIS keeps destroying bacteria, even after treatment. The PWS 300 incorporates the following elements: * One coarse filter for large impurities, then downstream, * One Xxxxxxxx UV lamp with an output of 25,000 millijoules that corresponds to European standards and surpasses US standards for potable water. The lamp's output is sufficient to eliminate bacteria up to 99% in clear water, then downstream, * One CARTIS cartridge. The cartridge contains a powder composed of pure silver 99.9999 (6N) bonded by intermolecular links to active carbon. The bond is performed in radio frequency, lowforward-pressure cold plasma reactors. The CARTIS process is patented worldwide. The bonding of silver and active carbon ensures bacteria destruction during and after treatment, while eliminating the problem of silver nitrates pollution. Chlorine, a harmful chemical, is the only competing product to CARTIS with similar conservation properties of bacteria destruction after treatment. Private and Confidentiallooking statements.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS. Some of the statements contained in this Memorandum, including statements contained in the sections captioned "EXECUTIVE SUMMARY," "CARTIS ORGANIZATION STRUCTURE, MANAGEMENT, PRODUCTION, SALES & MARKETING", "COMPETITION" and "FINANCIAL PROJECTIONS" discuss future expectations and intentions, contain projections of results of operations or financial condition or state other "forward-looking" information. Such statements can be identified by the use of This report contains forward-looking terminology such as "planstatements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be preceded by, followed by or include the words “believes," "intend” “expects," "hope” “anticipates," "may” “intends," "will” “plans," "expect," "anticipate," "estimate," "continue" ” “estimates” or other similar wordsexpressions. Statements These statements are based on the beliefs and assumptions of our management. Generally, forward-looking statements include information concerning our possible or assumed future actions, events or results of operations. Forward-looking statements specifically include, without limitation, the information herein regarding: projections; efficiencies/cost avoidance; cost savings; income and margins; earnings per share; growth; economies of scale; combined operations; the economy; future economic performance; conditions to, and the timetable for, completing the transactions; capital expenditures; future financing needs; future acquisitions and dispositions; litigation; potential and contingent liabilities; management’s plans; and merger and integration-related expenses. Although we believe that the expectations reflected in the forward-looking statements are based on reasonable assumptions, these forward-looking statements are subject to known numerous factors, risks and unknown risksuncertainties that could cause actual outcomes and results to be materially different from those projected. We cannot guarantee future results, uncertainties performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. All written and oral forward-looking statements made in connection with this report that are attributable to us or persons acting on our behalf are expressly qualified in their entirety by “Risk Factors” and other cautionary statements included herein. We are under no duty to update any of the forward-looking statements after the date hereof to conform such statements to actual results or to changes in our expectations. The information contained herein is not a complete description of our business or the risks associated with an investment in our notes. There can be no assurance that other factors will not affect the accuracy of these forward-looking statements or that our actual results will not differ materially from the results anticipated in such forward-looking statements. While it is impossible to identify all such factors, factors that could cause the actual results to differ materially from those contemplated estimated by the statements. Investors should consult the "us include, but are not limited to, those factors or conditions described under “Risk Factors" contained herein ” and the following: • the cyclicality of the aerospace market and the level of new commercial aircraft orders; • customer concentration; • production rates for various commercial and military aircraft programs; • the level of U.S. defense spending; • competitive pricing pressures; • manufacturing inefficiencies; • start-up costs and possible overruns on new contracts; • technology and product development risks and uncertainties; • product performance; • increasing consolidation of customers and suppliers in order the aerospace industry; • price erosion within the electronics manufacturing services marketplace; • the risk of environmental liabilities; • possible goodwill impairment; • compliance with applicable regulatory requirements and changes in regulatory requirements, including regulatory requirements applicable to assess government contracts and sub-contracts; • imposition of taxes, export controls, tariffs, embargoes and other trade restrictions; • economic and geopolitical developments and conditions; • our ability to service our substantial indebtedness; • our ability to manage and otherwise comply with our covenants with respect to our significant outstanding indebtedness; • unfavorable developments in the global credit markets, which may make it more difficult to incur new indebtedness or refinance our outstanding indebtedness; • the risk that XxXxxxx’x business, operations and employees will not be integrated successfully with our business and operations; • our inability to recognize the benefits of the Merger, including any potential synergies, growth, cost savings or accretive value; • our ability to retain key employees following the Merger; • our inability to maintain current customer and supplier relationships following the Merger; • the risk that the Merger disrupts current plans and operations; • litigation in respect of either XxXxxxx, the Merger or us; • the amount of the costs, fees, expenses and charges related to the Merger and the financings for the Merger, including the notes offering; • the method of accounting for the Merger; and • risks involved associated with other acquisitions and dispositions of businesses by us. We caution the investment. The forward-looking information is based reader that undue reliance should not be placed on various factors and was derived using numerous assumptions. When considering such any forward-looking statements, you should keep in mind the risk factors referenced above and other cautionary statements in this Memorandum. Important factors that may cause actual results to differ from the Company's projections include, for example: the success or failure which speak only as of the Company's test trials on new products; the Company's ability to enter into joint venture, co-marketing or other strategic partnering relationships with established companies; marketplace acceptance of the Company's water purification products; whether other companies develop products which are competitive with the Company's; The Company's ability to obtain future financing to fund Company growth and the Company's continued transition to commercial operations; the Company's ability to negotiate and maintain favorable distribution arrangements for the Company's products; changes in government regulations; and the Company's ability to attract and retain qualified employeesdate hereof. The Company does We do not undertake any duty or responsibility to update any of these forward-looking information statements to reflect events or circumstances after the date hereof or to reflect actual results or changes outcomes. Ducommun provides engineering and manufacturing services primarily to the aerospace and defense industry. We design, engineer and manufacture mission-critical aerostructure and electromechanical components and subassemblies. We also provide engineering, technical and program management services. Our products and services are used on domestic and foreign commercial and military aircraft, helicopter, missile and space programs. We are the successor to a business that was founded in assumptions or California in 1849 and reincorporated in Delaware in 1970. On April 3, 2011, we entered into a Merger Agreement to acquire XxXxxxx for approximately $338.1 million comprised of approximately $310.3 million in equity and $27.8 million of outstanding XxXxxxx debt, which will be repaid at closing of the Merger. XxXxxxx provides custom high-performance electronic, electromechanical and interconnect systems on a contractual basis for customers in the aerospace and defense and several other factors that could affect those statementsmarkets. Private We believe our acquisition of XxXxxxx (the “XxXxxxx Acquisition”) will allow us to significantly expand our existing presence in the aerospace and Confidential Cartis Incorporated EXECUTIVE SUMMARY Cartis has discovered, developed, commercialized and patented a defense industry as well as to diversify our net sales base across new state-of-the-art process to purify water at low cost, and in quantities that are adequate to supply the potable water requirements of human consumptionmarkets, including drinkingindustrial, cooking natural resources and medical. Pursuant to the Merger Agreement, subject to the satisfaction of certain conditions, Merger Sub will be merged with and into XxXxxxx, with XxXxxxx (which will be renamed Xxxxxxxx XxXxxxx Technologies, Inc.) continuing as the surviving corporation and a wholly-owned subsidiary of Ducommun. In the Merger, each outstanding share of XxXxxxx common stock will be cancelled and converted (subject to the exercise of appraisal rights) into the right to receive $19.25 per share in cash. The proceeds from the notes offered, together with borrowings under the New Credit Facilities will be used to finance the cost of the XxXxxxx Acquisition, refinance certain existing indebtedness of Ducommun and XxXxxxx, pay fees and expenses in connection with the Transactions and add new cash to our balance sheet. Incorporated in 1968, XxXxxxx provides EMS services, which involves the manufacture of custom, complex, high-reliability and mission-critical products for customers in diverse technology-driven markets, such as the aerospace and defense, industrial, natural resources, medical and other domestic needscommercial markets. XxXxxxx markets its services to customers desiring a manufacturing and engineering partner capable of developing and providing products that can perform reliably in harsh environmental conditions, such as extreme temperatures, severe shock and vibration and with rapid turnaround time. The CARTIS process can also greatly improve vegetable growing sophistication and complexity of the products XxXxxxx designs and manufactures require superior quality. XxXxxxx is capable of quickly producing multiple sophisticated electronics products utilizing the same manufacturing set up resulting in greenhousesincreased efficiency and higher margins as compared to less-sophisticated high-volume product lines. Management believes This low-volume and high-mix production expertise, together with its lean manufacturing culture and service driven business model, enables XxXxxxx to consistently achieve attractive profit margins relative to other industry participants that may focus on high-volume and low-mix products. For the water quality after CARTIS treatment often surpasses other commonly available methods and sources of potable watertwelve months ended April 3, including bottled water. *** The huge potable water markets around the world rely 2011, on a variety stand-alone basis, XxXxxxx generated net sales of well$332.5 million and Adjusted EBITDA of $41.0 million. See “Summary Consolidated Historical Financial Data of XxXxxxx” for a reconciliation of net income to Adjusted EBITDA. As of April 3, 2011, on a stand-known and documented treatment and filtration methods. Most often, these methods only bring partial solutions to water pollution problems. The main methods and processes most commonly in use around the world utilize: * UV lamps, which almost totally destroy bacteria in clear water, are limited to bacteria elimination only, * Active Carbon ("AC") is renowned for the elimination alone basis XxXxxxx had firm backlog of odors, chlorine, heavy metals and pesticides. Since AC does not destroy bacteria, its usage is severely limited by rapid bacterial saturation, which forces frequent filter replacements. Also, water treated with AC is void of bactericidal properties, * Active Carbon with Silver Coating solves the issue of internal bacteria contamination, but its process is severely limited by the risk of silver nitrate pollution, a heavy metal, and a short useful life. In order to prevent silver nitrate pollution, forbidden in most developed countries, the quantity of nitrate coating is kept to a minimum, thereby greatly diminishing its usefulness. * Water Softeners suppress calcium, which is responsible for water hardness and limestone deposits. However these softeners diminish the cleaning properties of water and give it an unpleasant taste. Moreover, softeners facilitate bacteria proliferation. CARTIS incorporates several existing proven methods of water filtration and treatment, while significantly improving on them. CARTIS breakthrough technology creates a permanent bond between pure silver and active carbon, thereby joining one of the best bactericidal agent with a time tested pollution screener. This technology delivers potable water without harming the delicate balance of minerals naturally present in water. The CARTIS showcase product currently on the market is the Potable Water System PWS 300. The PWS 300 provides potable water void of limestone to households, hospitals, schools, hotels, without the use of chlorine. Water treated by CARTIS keeps destroying bacteria, even after treatment. The PWS 300 incorporates the following elements: * One coarse filter for large impurities, then downstream, * One Xxxxxxxx UV lamp with an output of 25,000 millijoules that corresponds to European standards and surpasses US standards for potable water. The lamp's output is sufficient to eliminate bacteria up to 99% in clear water, then downstream, * One CARTIS cartridge. The cartridge contains a powder composed of pure silver 99.9999 (6N) bonded by intermolecular links to active carbon. The bond is performed in radio frequency, low-pressure cold plasma reactors. The CARTIS process is patented worldwide. The bonding of silver and active carbon ensures bacteria destruction during and after treatment, while eliminating the problem of silver nitrates pollution. Chlorine, a harmful chemical, is the only competing product to CARTIS with similar conservation properties of bacteria destruction after treatment. Private and Confidential$241.6 million.