SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, any applicable prospectus supplement or free writing prospectus and our SEC filings that are incorporated by reference into this prospectus
and any applicable prospectus supplement or free writing prospectus contain or incorporate by reference forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities
Act), or the Securities Act, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995, and such statements are subject to the safe harbor created by those sections. These statements involve
risks and uncertainties that may cause results to differ materially from those set forth in the statements. These statements are based on current plans, estimates and projections, and therefore, you are cautioned not to place undue reliance on them.
These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of our management, as well as assumptions made by, and
information currently available to management. No forward-looking statement can be guaranteed, and our actual results could differ materially from those projected or discussed in our forward-looking statements for many reasons, including those
risks. Given these uncertainties, readers should not place undue reliance on our forward-looking statements. These forward-looking statements speak only as of the date on which the statements were made and are not guarantees of future performance.
These factors and the other cautionary statements made in this prospectus should be read as being applicable to all related forward-looking statements whenever they appear in this prospectus. Except as required by law, we assume no obligation to
update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. Such factors may
be amplified by global events such as the COVID-19 pandemic and the geopolitical tensions related to Russias actions in Ukraine and the potential impact on our business and the global economy. We
disclaim any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
These statements relate to future events or our future financial performance, and involve known and unknown risks, uncertainties and other factors that may
cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Forward-looking
statements include, but are not limited to, statements about competition from larger and more established companies in our markets, our ability to successfully grow its business and legislative, regulatory and economic developments, including
changing business conditions in the industries in which we operate and the economy in general as well as financial performance and expectations of our existing and prospective customers. Additional factors that may affect our future results are set
forth in filings that we make with the SEC from time to time, including our Annual Report on Form 10-K for the year ended December 31, 2021, as amended, which is available on the SECs website at
www.sec.gov, as well as factors discussed under the Risk Factors section of this prospectus.
Forward-looking statements are not historical
facts, but rather are based on current expectations, estimates, assumptions, and projections about the business and future financial results of the metamaterials industry, and other legal, regulatory and economic developments. In some cases, you can
identify forward-looking statements by terms such as may, will, intend, should, could, would, expect, plan, anticipate, believe,
estimate, project, predict, potential, continue, likely, and similar expressions (including their use in the negative) intended to identify forward-looking statements although
not all forward-looking statements contain these identifying words. Actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including, but not limited to, those described
in the documents we have filed with the SEC.
The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the
other risks and uncertainties that affect our business described in the Risk Factors section, our Annual Report on Form 10-K, Quarterly Reports on Form
10-Q, Current Reports on Form 8-K and other documents filed by us from time to time with the SEC. See Where You Can Find Additional Information
beginning on page 12 of this prospectus.
6