KYTOSAN USA Inc. Investor Portal

KYTOSAN USA Inc.

Becoming a Market Disrupter, Industry Leader, and the Largest Commercial Producer of Chitosan in the United States

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The global chitosan market size is projected to reach USD 28.93 billion by 2027 and is expected to expand at a revenue-based CAGR of 24.7% during the forecast period.

— Grand View Research, Inc., March 2020

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operations summary

AgraTech International Holding, Inc., a Delaware c-corp (“AgraTech”) is focused on developing a biotech enterprise centered on chitosan, a biomaterial obtained from crustacean shells, such as shrimp, crawfish, and crab. To achieve that goal, AgraTech has formed Kytosan USA, Inc. to manufacture, market, and sell chitosan.

When in solution, chitosan carries a positive charge that is useful in wastewater treatment, water purification, nutraceuticals (as a “fat blocker”) and medical applications, particularly as a blood-clotting agent. Non-toxic and non-allergenic, chitosan is safe to use in food and beverages, cosmetics, pharmaceuticals and medical devices and materials. Chitosan is environmentally friendly, which has led to research into biodegradable food packaging that would typically be made from synthetic, non-biodegradable plastics.

The market for chitosan as reported in “Chitin and Chitosan Derivatives: Global Market & Trajectory Analytics,” January 2022, by Global Industry Analysts, Inc. states that the global chitin and chitosan market is estimated to be 281.7 thousand metric tons in 2027 and chitosan is expected to increase to 173.9 thousand metric tons by the end of the 2020-2027 analysis period. The U.S. market represented about 31.6 thousand metric tons in 2020. Amid the 2019-present Covid crisis, the industry continued to expand. Market Data Forecast (www.marketdataforecast.com) stated that the size and share of the Chitosan Market size were close to USD 9.65 billion in 2021.

Business Scope

Kytosan USA will produce a biomaterial called chitosan, a derivative of chitin, a natural material typically found in crustacean shells, insect exoskeletons and fungi. Kytosan USA will initially obtain chitin from overseas producers and convert it into chitosan for sale within the agricultural, cosmetics, textiles and water treatment markets. Kytosan USA will also examine crustacean shell waste along the Gulf Coast as a supplemental raw material to produce chitosan. Producing chitosan from shell waste will give Kytosan USA full control of the quality of the chitosan, allowing for higher grades to be made and sold into more valuable markets such as nutraceuticals, food and beverage, and medical and pharmaceutical. Kytosan USA will also produce chitosan blends, solutions of chitosan sold in totes to customers that require chitosan in liquid form. Kytosan USA and its associates will engage in developing new chitosan-based technologies through research and development to open new market opportunities.

One of AgraTech’s Intellectual Properties is a patented manufacturing process that produces a consistently high-quality chitosan efficiently, enhancing profitability. The patent will be transferred to Kytosan USA. As other technologies become market-ready, management will either form a subsidiary to manufacture and market the product or will license the technology to another manufacturer. One criterion will be applied in each determination: which approach will maximize profitability?

Industrial grade chitosan is the most widely used chitosan grade. It is used as an alternative to chemicals in various applications such as water treatment, food & beverages, agrochemicals, cosmetics, and medical & pharmaceuticals.

— www.marketwatch.com

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terms of the offering

$14,014,000

Minimum Offering: $9,000,000

Minimum Investment: $25,002.12 (4,371 Shares)

The Company is offering up to 2,450,000 Shares of Common Stock at a price of $5.72 per Share, $0.001 par value. Upon completion of the Offering between 4,123,427 and 5,000,000 Common shares will be issued.

Chitosan is the deacetylated form of chitin, a naturally-occurring biomaterial found in the exoskeletons of crustaceans, such as shrimp, crab, lobster and crawfish. Commercially, it is produced from shell waste generated by the seafood processing industry. Applications for chitosan include agriculture, water treatment, cosmetics and personal care products, food and beverages, and medical and pharmaceutical products.

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Management Team

The Company is currently managed by seasoned business and sector professionals dedicated to the success of the Company and efficient execution of its planned operations.

Richard M. DeMarco

Col. Richard M.
DeMarco, USA (ret)

Col. Richard M. DeMarco, USA (ret)

Director

Mr. DeMarco, 83, is the founder, President and CEO of AgraTech International Holding, Inc. He has been a leader in the New Jersey business community for over 45 years. He is experienced in corporate management and has an extensive background in marketing and sales. Mr. DeMarco’s background has been highlighted with many successful entrepreneurial business ventures such as publisher of the Clifton News Journal, a weekly publication (now Dateline News), and Credit Services of America, a credit transaction company serving the mercantile community. Mr. DeMarco is a licensed Property & Casualty Insurance Broker in the State of New Jersey.

Mr. DeMarco is a retired Colonel in the United States Army and former paratrooper having earned numerous service ribbons including the Meritorious Service Medal with Oak Leaf Cluster. He serves as a Field Admissions Representative for The United States Military Academy at West Point.

Mr. DeMarco has served as a Director of the National Multiple Sclerosis Society and was a founding Director of the Allegro School for autistic children. He has also served as National Director and Chairman for Governmental Affairs for The United States Jaycees. Mr. DeMarco was a candidate for The United States Congress. He is a Rotarian and Paul Harris Fellow.

Colonel DeMarco is a graduate of the United States Army Command and General Staff College and is a graduate of The Dwight D. Eisenhower School for National Security and Resource Strategy of the National Defense University.

Gregory M. Ensign, Esq.

Gregory M.
Ensign, Esq.

Gregory M. Ensign, Esq.

Secretary

Mr. Ensign, 72, was a corporate executive and attorney from the Cleveland, OH area and now lives in Charleston, SC. Mr. Ensign joined AgraTech International Holding, Inc. in July 2006 as Executive Vice President, Secretary, and General Counsel and has been instrumental in coordinating all legal and administrative functions for the Company as well as performing the duties of a Director. In addition to his responsibilities with AgraTech, he was elected as a Director of Kytosan USA and appointed as Secretary. Prior to his roles with AgraTech and Kytosan USA, Mr. Ensign worked for Kirkwood Industries, Inc. from 1986 to 2003, a company that manufactures electrical motor components for the automotive, aerospace, power tool, household appliance and industrial motor industries. He was recruited by the President/CEO to fill a newly created position that combined administration with the General Counsel function to support planned organizational growth. Mr. Ensign played a pivotal role in restructuring corporate operations and expanding the company from $60 million to $180 million and was the second highest ranking executive with the title of Executive Vice President, Secretary and General Counsel.

Prior to Kirkwood Industries, Mr. Ensign worked for the legal firm Sindell, Sindell, Rubenstein, Einbund & Pavlik from 1978 to 1986, first as an associate, then four years later, was elevated to partner. Mr. Ensign also worked for the Ohio Department of Mental Health & Retardation as a manager of the legal department, eventually serving as Director and Chief Counsel, where he aided in defending multiple class action lawsuits filed against the mental health and retardation facilities. He participated in the writing of Ohio’s legislation for the mental health patients’ bill of rights.

Mr. Ensign received his BA from Ohio Wesleyan University and his Juris Doctor from Capital University Law School in Columbus, OH. He has been admitted to the South Carolina Bar and maintains Inactive Status in the Ohio Bar.

Joseph F. Bristow, PhD

Joseph F.
Bristow, PhD

Joseph F. Bristow, PhD

Treasurer

Dr. Bristow, 52, is a pivotal member of the Kytosan USA operation. He served as the Chemical Engineer for ChitinWorks America, LLC, in Cambridge, MD, where he was responsible for the design and operation of a chitosan production plant. Dr. Bristow was responsible for laboratory analysis of chitosan to determine the effectiveness of the processing steps as well as monitoring wastewater treatment and plant safety. Dr. Bristow helped to develop low-cost solutions to certain problems inherent in the production of chitosan from blue crab shells. In the laboratory, Dr. Bristow established protocols for the analysis of chitosan properties, process solution concentrations and wastewater characteristics.

Dr. Bristow joined AgraTech International, Inc. and began working on a production method for manufacturing chitosan from shrimp shell waste available from seafood processors along the Gulf Coast. His work has led to two patents, one for the chitosan manufacturing process and one for a chitosan-based hydrophobic glass coating. He has taken on various administrative duties in addition to his role as the engineer and researcher for the project. Dr. Bristow has served as bookkeeper, kept company documents, such as the business plan and financial projections, current, made investor presentations, and met with local and state government officials.

Dr. Bristow received his BS degree in Engineering from the University of Maryland Baltimore County. He earned his PhD in Chemical Engineering from the University of Kentucky specializing in polymer engineering. Dr. Bristow’s work has been published in journals and has been presented at regional and national conferences. After receiving his doctorate, Dr. Bristow held a post-doctoral position at the University of Maryland, where he researched methods for producing chitosan from crab shells.

Patrick J. Owens, Jr.

Patrick J.
Owens, Jr., MBA

Patrick J. Owens, Jr., MBA

President

Patrick Owens, 58, is presently a board partner based in the Florida office of ReimagineBio LLC. He is highly experienced at Business Development, Sustainability, Sales and Marketing and Start-up business practices. He originally worked for DuPont and successfully led several business transformations, acquisitions, and divestitures, while holding global leadership roles across the Chemicals, Plastics, Textiles and Building Materials industries.

In 2012, Mr. Owens left DuPont and was appointed President of ILC Dover. While there, he provided the leadership to successfully transform the company and underlying business processes. The PE-owned corporation documented record revenue and earnings performance while shifting from an industrial products manufacturer (4x multiple) to a leading pharmaceutical products (10X multiple) company.

Mr. Owens holds an MBA, with high distinction, from Lake Forest Business School. He also holds a Bachelor of Science degree from Saint Francis University, and the Williamson College of the Trades, from which he graduated with Highest Honors.

CONTACT US

Please complete the contact form and we will get back to you about any questions you have about our offering.

KYTOSAN USA Inc. - 76 Green Hill Road - Smoke Rise, Kinnelon, NJ 07405 — greg.ensign@kytosanusa.com — (843) 860-8772

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