Rayton

The 2017 price per share under the regulation A+ offering was $1.52, and the offering currently is at $0.35 per share. The current value of those shares purchased in 2017 are $0.35, and we would like to affirm that since it is an illiquid investment there is time for the company to grow into the 2017 valuation and beyond. At the time of our 2017 offering under Regulation A+, we believed that the valuation was in line with where it should be as a pre-revenue company with innovative technology that could dramatically impact the photovoltaic market. For instance, Solar City’s acquisition of Silevo in 2014 for $200 million influenced our valuation decision. We never obtained a third-party analysis to determine the valuation, and it was always the belief of management. While we maintain that we can achieve our Regulation A+ valuation as a company, we have pivoted and entered a new industry at a new market time. The reasoning behind the pivot and the challenges we experienced since the Regulation A+ offering are described in more detail in our ongoing reports filed with the Securities and Exchange Commission. We believe these new terms are appropriate for the pivot and market timing.

In 2018 Mr. Yakub invested $255K into Rayton through convertible notes. These convertible notes were also offered to other accredited investors at the time, and so Mr. Yakub kept the structure of his investment the same as those. Convertible notes are used as an investment vehicle when a valuation is not yet determined for the company. There are no monthly payments required under the convertible notes and they do convert to common stock. In 2019 – 2020 Rayton issued a Regulation CF convertible note round in which over 1,000 investors took part. Rayton is currently offering a price round at $0.35 per share.

The price per share this round is $0.35/share

Hi Raymond, I apologize if the communication has not been to your preference. Yes, there have been times when a few weeks would go by without the company responding to comments online. It has never been to the length of years. We have been filing all of our SEC documents multiple times a year including the forms 1-K, 1-SA, and C-AR. I am the only full time employee because we have been running efficiently. We have been contracting most work out to part time contractors since their services have not been needed full time. The proceeds of this round will go towards building out our full time team again. Here is what we have accomplished with previous funds: - Purchased the $2.38M particle accelerator. It was factory tested and certified to perform with a world class beam current of 75mA and 300KeV beam energy; - Assembled this equipment at our site in Irvine, CA; - Installed high voltage power lines for the facility; - Installed 30KW of cooling and the infrastructure to service our equipment; - Designed and manufactured a custom end chamber system; - Simulated and designed custom cooling plate and magnet systems, and manufactured the cooling plate; - Engineered a recipe for GaAs wafers and successfully tested it on non-production grade equipment. Here is what we still need to do: - Purchase sulfur hexafluoride (insulating) gas management system; - Bring installation and training crew onsite; - Hire personnel to be trained; - Install, test, and debug end chamber systems; - Implant wafers with the beam so that they can be processed into sample wafers; - Process wafers in UCLA or UCI nano fabrication facility; we need to process the implanted wafers using our proprietary thermal steps in a cleanroom facility in order to create an engineered sample wafer that can then be sent out to potential customers. The equipment to conduct these processing steps can be rented at the UCLA or UCI facilities. Such a process is what we conducted in 2018.

The company currently has one full time employee, Andrew Yakub. Our next step is to hire additional personnel and create sample wafers made on commercial grade equipment. We believe that we need to raise another $700K to do this. We have arrived at this figure because we accomplished this type of development with gallium arsenide in 2018 on equipment that is not high-volume, but that produces a similar implanted wafer as what we would obtain with commercial equipment. It cost us approximately $700K to run the engineering team to reach this goal, and now that we have the production grade equipment we need to do it again. Here is what we have accomplished with previous funds: - Purchased the $2.38M particle accelerator. It was factory tested and certified to perform with a world class beam current of 75mA and 300KeV beam energy; - Assembled this equipment at our site in Irvine, CA; - Installed high voltage power lines for the facility; - Installed 30KW of cooling and the infrastructure to service our equipment; - Designed and manufactured a custom end chamber system; - Simulated and designed custom cooling plate and magnet systems, and manufactured the cooling plate; - Perfected a recipe for GaAs wafers and successfully tested it on non-production grade equipment. Here is what we still need to do: - Purchase sulfur hexafluoride (insulating) gas management system; - Bring installation and training crew onsite; - Hire personnel to be trained; - Install, test, and debug end chamber systems; - Implant wafers with the beam so that they can be processed into sample wafers; - Process wafers in UCLA or UCI nano fabrication facility; we need to process the implanted wafers using our proprietary thermal steps in a cleanroom facility in order to create an engineered sample wafer that can then be sent out to potential customers. The equipment to conduct these processing steps can be rented at the UCLA or UCI facilities. Such a process is what we conducted in 2018.

In 2018 Mr. Yakub invested $255K into Rayton through convertible notes. These convertible notes were also offered to other accredited investors at the time, and so Mr. Yakub kept the structure of his investment the same as those. Convertible notes are used as an investment vehicle when a valuation is not yet determined for the company. There are no monthly payments required under the convertible notes and they do convert to common stock. In 2019 – 2020 Rayton issued a Regulation CF convertible note round in which over 1,000 investors took part. Rayton is currently offering a price round at $0.35 per share. The funds from the previous rounds were used to construct a state of the art particle accelerator which powers our proprietary process. We ran an engineering team to nail down our exact wafer production process and design the systems that will be used in the Beta Phase of operations. Additionally, we studied the industry and met with leading research institutions to find the product which offers Rayton the path of least resistance to a revenue generating phase.

Hi Jeremy, 1) Recently, there has been a large multinational corporation who has reached out to us about helping them with their GaN production. We currently have our engineers in the laboratory working on producing GaN wafers for this company as well as others. 2) In determining our pre-money valuation for the previous round, we looked at the closest available public market comparable in our industry, Soitec. We took their revenue from 2021, and 2020 and compared it to their market capitalization. Soitec's average ratio of market capitalization to gross revenue is 6.788 over these past 2 years. We took Rayton's anticipated Phase One revenue of $9M and multiplied it by the 6.788 multiple to attain a valuation of $61.092M. We have reduced our valuation to $57,904,985.60 or $0.35 per share for this offering. While it will require approximately $14M for Rayton to achieve $9M per year in revenue, we believe that the majority of the $14M can be raised on debt against equipment. The Company set its valuation internally, without a formal-third party independent evaluation based on the belief and research of management. During these comparison years Soitec is a late stage company with decades of revenue. Rayton is currently not in this stage and we are projecting for a later date when we are in revenue. We believe that once we are in Phase I the similarities to Soitec during the revenue years we analyzed will be that we are manufacturing wafers at a high volume and selling them to the semiconductor industry. 3) For certain applications, such as 3-D dot projectors for facial recognition, there is no SI alternative. Our competitors for GaAs and GaN are companies like Sumitomo, and Soitec.

Hi Jim, Thank you for your questions. We do not aim to compete with Samsung or TSMC. Currently those companies do not make their own wafers, and rely on other companies to sell them wafers. When you look at compound semiconductors such as GaAs – the cost of the seed wafer is significant. 100x more expensive than Si for GaAs, and over 1,000x more for GaN. Our value proposition is up to a 25% discount on the market value for wafers that companies process into devices. This equates to tens of millions of dollars saved per year for certain companies. We aim to ship 120,000 - 432,000 wafers per year to future customers, and would only need to ship the wafers once – I would like to clarify that there is no need for them to be sent back and forth. We do not see shipping this many wafers to our future customers as being prohibitive to our business model and believe it to be a well understood aspect of the industry. We believe licensing would be difficult and expensive for us to enforce worldwide, and thus have opted to manufacture and sell our wafers. Also, part of our mission is to bring back US based manufacturing, so we plan to do that right here in America!

Hi Jim, We do not utilize a CVD reactor, and thus do not compete with Applied Materials or Lam Research. The CVD reactor step would occur after our step. We take a wafer made in a conventional way, usually through a Czochralski process, and then utilize our ion implanter to extract ultra thin layers, approximately 2 microns, and then bond that extracted layer to a less expensive handle wafer. The extracted layer is up to 100 times thinner than the original Czochralski process wafer. The handle wafer is of conventional thickness so that this new engineered wafer can be run through conventional semiconductor processing equipment. The CVD equipment you mentioned would be part of the downstream steps one would need to conduct in order to make a device. We would sell to the people with this equipment, and you can make a range of different devices depending on what downstream steps you do. We are aiming to produce 120,000 wafers per year in Phase 1 and 432,000 wafers per year in Phase 2. These targets are in line with competitive industry throughput for a manufacturing facility.

Hi George, The price this round is $0.35 per share.