Novaris Profit Participation Program

Novaris is offering a revenue based profit participation opportunity to accredited investors only pursuant to Rule 506(c) of Regulation D under the Securities Act of 1933. This program allows qualified participants to participate in company revenue through a contractual profit-sharing agreement. 

Important Notice

This offering is

Available only to verified accredited investors

Not registered with the U.S. Securities and Exchange Commission

Offered pursuant to Regulation D, Rule 506(c)

No investment may be accepted without verification of accredited investor status and execution of the applicable participation agreement.

Program Overview

Instead of issuing stock, Novaris allocates a portion of operating revenue to a Profit Participation Pool. Participants contribute capital at a defined tier and receive periodic cash distributions until their maximum return multiple is achieved, as outlined in their agreement. This is a finite, performance-based participation—once the return cap is reached, the agreement terminates automatically.

Participation Tiers

Based on 12-18 month returns generated by company performance and are not guaranteed.

Investment

$10,000

$20,000

$30,000

$50,000+

Return Multiple

1.5×

1.7×

2.0×

2.5×

Distribution

$15,000

$34,000

$60,000

$125,000

How Distributions Work

  • Source: Net operating revenue, as defined in the participation agreement

  • Frequency: Monthly or quarterly

  • Allocation: Pro rata among active participants

  • Duration: Until the return cap is met or the maximum term expires

No distributions are owed beyond the contractual return cap.

Revenue Sources

Distributions may be funded from operating revenue generated by Novaris’ business activities, including:

  • Enterprise software development and systems integration

  • SaaS platforms and recurring subscriptions

  • Cloud automation and digital infrastructure services

  • Long-term technology and consulting engagements

Revenue is derived from active operations, not speculative valuation events.

Alignment of Interests

This structure aligns incentives by:

  • Allowing participants to benefit from revenue growth

  • Preserving operational control for management

  • Avoiding dilution and valuation-based conflicts

Both parties are aligned toward sustainable revenue generation and disciplined execution.

Reporting & Transparency

Participants receive periodic reporting, which may include:

  • Distribution statements

  • Revenue summaries applicable to the participation pool

  • Operational updates relevant to performance

All calculations are governed by predefined accounting methodologies set forth in the participation agreement.

Risk Factors (Summary)

Participation involves risk and may result in partial or total loss of capital. Key risks include:

  • Dependence on company revenue and performance

  • No guarantee of distributions or return of capital

  • Illiquidity and lack of transferability

  • No priority over company creditors

Prospective participants should carefully review all offering materials and consult their own advisors.

Eligibility Requirements

Participation is limited to accredited investors, including individuals who meet at least one of the following criteria:

  • Annual income exceeding $200,000 ($300,000 joint)

  • Net worth exceeding $1,000,000 (excluding primary residence)

  • Other qualifying professional credentials

Accredited status must be verified prior to acceptance.

How to Participate

1. Confirm accredited investor status

2. Request and review offering documents

3. Complete verification and execute the participation agreement

4. Capital is accepted upon approval

5. Distributions are issued pursuant to program terms

Participation is subject to availability and acceptance by the company.

Regulatory Compliance Statement

This material is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy securities except pursuant to definitive offering documents. Participation is available only to verified accredited investors pursuant to Rule 506(c) of Regulation D. Past performance is not indicative of future results.