The following material is intended to summarize information contained elsewhere in this Private Offering Memorandum (the “Memorandum”). This summary is qualified in its entirety by express reference to this Memorandum and the materials referred to and contained herein.
Each prospective subscriber should carefully review the entire Memorandum and all materials referred to herein and conduct his or her own due diligence before subscribing for Units.
Dorax International Development LLC (“Dorax” ”) Founded in 2001, it is an engineering, exploration, research and development, construction, technical, and management services firm with dynamic growth records for the last decade. A privately held company that is involved and operates on current projects in more than 30 states within the continent of the USA and 25 other countries around the world. We conquer the toughest logistical challenges and deliver exploration, research & development, design, build, program, construction management, professional services, and innovative alternative delivery solutions to private industrial customers worldwide and federal, regional, and local government agencies. Dorax International is a leader in many diversified markets, focusing mainly on oil & gas exploration, infrastructure and environmental design, and solution providing. Dorax International also recognizes that facilitating the highest quality product identification and timely distribution is essential for successful development and project management. In today's global economy, we realize the importance of international links and partnerships, and at Dorax International, we professionally and efficiently move and connect companies with products.
The Company is offering up to 400 Units for $25,000 per Unit.
Units. The Units represent a binding obligation of the Company to pay certain royalties, if any, as described in this Memorandum and by the terms and conditions of the Subscription and Royalty Investment Agreement.
Royalties. An Investor’s return concerning her or her Investment shall be derived solely from the Company’s payment of royalties to the Subscriber by the terms and conditions of the Subscription and Royalty Investment Agreement.
The Subscriber understands and agrees that the Units only represent the right to receive certain Royalties, if any, following the terms and conditions of the Subscription & Royalty Agreement. SEE “DESCRIPTION OF ROYALTY INVESTMENT UNITS” and “Exhibit C: Subscription and Royalty Investment Agreement.”
Each purchaser must execute a Subscription & Royalty Investment Agreement making certain representations and warranties to the Company, including such purchaser’s qualifications as an Accredited Investor as defined by the Securities and Exchange Commission in Rule 501(a) of Regulation D promulgated. SEE “REQUIREMENTS FOR PURCHASERS.”
RISK FACTORS
See “RISK FACTORS” in this Memorandum for certain factors that could adversely affect an investment in the Units. Those factors include reliance on management, competition, and unanticipated obstacles to executing the Business Plan.
USE OF PROCEEDS
Proceeds from the sale of Units will be used for product production capital, marketing, advertising, distribution, research and development, and working capital. SEE “USE OF PROCEEDS.”
NO MINIMUM OFFERING AMOUNT - NO ESCROW OF SUBSCRIPTION PROCEEDS
Commencing on the date of this Memorandum, all funds received by the Company in payment of subscriptions for Units will be deposited in the Company’s operating bank account and made available for immediate use by the Company. The Company has not set a minimum offering proceeds figure. The Company has set a maximum offering proceeds figure of $10,000,000 for this Offering.
Prospective Investors for the Units should review the Risk Factors section about risks related to Inadequacy of Proceeds.
SUBSCRIPTION PERIOD
The Offering will terminate on the earliest of (a) receipt of duly completed and accepted Subscription Agreements, subscription payments, and other required Subscriber deliverables for all 400 of the offered Units, or (b) such earlier date as the Company may determine in its sole discretion to terminate the Offering, or (c) January 9, 2024, subject to the Company right, in its sole discretion, to extend the Offering through December 31, 2024, at which point the Company will have a closing on all subscriptions that have been received since the most recent subsequent closing.
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS OF SAID ACT AND SUCH LAWS. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS PRIVATE PLACEMENTMEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
THE UNITS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OF EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. AN INVESTOR MUST REPRESENT THAT THE SECURITIES ARE BEING ACQUIRED FOR INVESTMENT PURPOSES ONLY, AND NOT WITH A VIEW TO OR PRESENT INTENTION OF DISTRIBUTION.
THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR OTHER JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO.
EXCEPT AS OTHERWISE INDICATED, THIS MEMORANDUM SPEAKS AS OF THE DATE HEREOF AND NEITHER THE DELIVERY OF THIS MEMORANDUM NOR ANY SALE OF UNITS MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE CONDITION OF THE COMPANY SINCE THE DATE HEREOF.
NO PERSON HAS BEEN AUTHORIZED TO MAKE REPRESENTATIONS OR PROVIDE ANY INFORMATION OTHER THAN (A) THAT CONTAINED IN THIS MEMORANDUM, AND (B) ANY INFORMATION FURNISHED BY THE COMPANY UPON REQUEST TO AN OFFEREE OR HIS OR HER REPRESENTATIVE. NO OTHER REPRESENTATIONS OR INFORMATION MAY BE RELIED UPON IN CONNECTION WITH THIS OFFERING.
PROSPECTIVE PURCHASERS OF UNITS ARE NOT TO CONSTRUE THE CONTENTS OF THIS MEMORANDUM AS LEGAL OR TAX ADVICE. EACH PROSPECTIVE PURCHASER SHOULD CONSULT HIS OWN PROFESSIONAL ADVISORS AS TO LEGAL, TAX, AND RELATED MATTERS CONCERNING HIS INVESTMENT. THIS MEMORANDUM HAS BEEN PREPARED FROM DATA SUPPLIED BY SOURCES DEEMED RELIABLE BY THE COMPANY AND DOES NOT CONTAIN ANY UNTRUE STATEMENT OF ANY MATERIAL FACT. IT CONTAINS A SUMMARY OF MATERIAL PROVISIONS OF DOCUMENTS REFERRED TO HEREIN. STATEMENTS MADE WITH RESPECT TO THE PROVISIONS OF SUCH DOCUMENTS ARE NOT COMPLETE AND REFERENCE IS MADE TO THE ACTUAL DOCUMENTS FOR COMPLETE REVIEW. PLEASE REFER TO THE ACTUAL EXHIBIT DOCUMENTS.
THERE IS NO PUBLIC MARKET FOR THE UNITS AND NONE WILL DEVELOP.
THIS MEMORANDUM HAS BEEN PREPARED SOLELY FOR THE INFORMATION OF THE PERSON TO WHOM IT HAS BEEN DELIVERED BY OR ON BEHALF OF THE COMPANY. DISTRIBUTION OF THIS MEMORANDUM TO ANY PERSON OTHER THAN THE PROSPECTIVE INVESTOR TO WHOM THIS MEMORANDUM IS DELIVERED BY THE COMPANY AND THOSE PERSONS RETAINED TO ADVISE THEM WITH RESPECT THERETO IS UNAUTHORIZED.
ANY REPRODUCTION OF THIS MEMORANDUM, IN WHOLE OR IN PART, OR THE DIVULGENCE OF ANY OF THE CONTENTS WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY IS STRICTLY PROHIBITED. EACH PROSPECTIVE INVESTOR, BY ACCEPTING DELIVERY OF THIS MEMORANDUM, AGREES TO RETURN IT AND ALL OTHER DOCUMENTS RECEIVED BY THEM TO THE COMPANY IF THE PROSPECTIVE INVESTOR’S SUBSCRIPTION IS NOT ACCEPTED OR IF THE OFFERING IS TERMINATED.
IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THECONTRARY IS A CRIMINAL OFFENSE.
THESE SECURITIES MAY BE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER FEDERAL AND STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
EACH SUBSCRIBER REPRESENTS AND WARRANTS THAT THE INVESTOR IS NOT, NOR IS IT ACTING AS AN AGENT, REPRESENTATIVE, INTERMEDIARY OR NOMINEE FOR, A PERSON IDENTIFIED ON THE LIST OF BLOCKED PERSONS MAINTAINED BY THE OFFICE OF FOREIGN ASSETS CONTROL, U.S. DEPARTMENT OF TREASURY. IN ADDITION, EACH SUBSCRIBER ALSO REPRESENTS THAT IT HAS COMPLIED WITH ALL APPLICABLE U.S. LAWS, REGULATIONS, DIRECTIVES, AND EXECUTIVE ORDERS RELATING TO ANTI- MONEY LAUNDERING, INCLUDING BUT NOT LIMITED TO THE FOLLOWING LAWS:
(1) THE UNITING AND STRENGTHENING AMERICA BY PROVIDING APPROPRIATE TOOLS REQUIRED TO INTERCEPT AND OBSTRUCT TERRORISM ACT OF 2001, PUBLIC LAW 107-56, AND (2) EXECUTIVE ORDER 13224 (BLOCKING PROPERTY AND PROHIBITING TRANSACTIONS WITH PERSONS WHO COMMIT, THREATEN TO COMMIT, OR SUPPORT TERRORISM) OF SEPTEMBER 11, 2001.
EACH PROSPECTIVE INVESTOR WILL BE GIVEN AN OPPORTUNITY TO ASK QUESTIONS OF, AND RECEIVE ANSWERS FROM, MANAGEMENT OF THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THIS OFFERING AND TO OBTAIN ANY ADDITIONAL INFORMATION, TO THE EXTENT THE COMPANY POSSESSES SUCH INFORMATION OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORTS OR EXPENSE, NECESSARY TO VERIFY THE ACCURACY OF THE INFORMATION CONTAINED IN THIS MEMORANDUM.
IF YOU HAVE ANY QUESTIONS REGARDING THIS OFFERING, THE UNITS OR THE COMPANY, OR DESIRE ANY ADDITIONAL INFORMATION OR DOCUMENTS TO VERIFY OR SUPPLEMENT THE INFORMATION CONTAINED IN THIS MEMORANDUM, PLEASE WRITE OR CALL THE COMPANY AT THE ADDRESS AND NUMBER LISTED IN THIS PRIVATE OFFERING MEMORANDUM.
THE MANAGEMENT OF THE COMPANY HAS PROVIDED ALL OF THE INFORMATION CONTAINED HEREIN.
THE COMPANY MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE COMPLETENESS OF THIS INFORMATION OR, IN THE CASE OF PROJECTIONS, ESTIMATES, FUTURE PLANS, OR FORWARD LOOKING ASSUMPTIONS OR STATEMENTS, AS TO THEIR ATTAINABILITY OR THE ACCURACY AND COMPLETENESS OF THE ASSUMPTIONS FROM WHICH THEY ARE DERIVED, AND IT IS EXPECTED THAT EACH PROSPECTIVE INVESTOR WILL PURSUE HIS, HER, OR ITS OWN INDEPENDENT INVESTIGATION.
IT MUST BE RECOGNIZED THAT PROJECTIONS AND ESTIMATES OF THE COMPANY’S PERFORMANCE ARE NECESSARILY SUBJECT TO A HIGH DEGREE OF UNCERTAINTY AND MAY VARY MATERIALLY FROM ACTUAL RESULTS.
The Company is offering up to 400 Units for sale at a price of $25,000 per Unit or an aggregate of $10,000,000.
Units. The Units represent a binding obligation of the Company to pay certain royalties, if any, as described below and following the terms and conditions of the Subscription and Royalty Investment Agreement...
Royalties. The Units will not constitute, or be deemed to constitute, (i) consideration for the purchase of capital stock of the Company or (ii) the Subscriber’s capital contribution to any partnership or joint venture with the Company, as no such investment vehicle exists or will be deemed to be created in connection with the Subscriber’s purchase of Units. Instead, the Subscriber’s return, in any case, is achieved solely from receipt of certain continuing monthly payments to be made by the Company that constitute a percentage of the Company’s Gross Sales.
Computation of Royalties. The Company shall pay Royalties to the Subscriber and the other Subscribers in an aggregate amount equal to ten percent (15%) of the Company’s Gross Sales until the Subscriber has received aggregate Royalties in an amount equal to (i) the amount of its Investment (the “Investment Amount”), plus (ii) a return equal to twenty-two percent (27%) per annum on the Investment Amount or any unreturned portion of the Investment Amount (such twenty-two percent (27%) per annum return is referred to as the “Subscriber’s Return on Investment.”) Royalties paid by the Company to the Subscriber shall be applied first to Subscriber’s Return on Investment and then to the repayment of the Subscriber’s Investment Amount). Suppose the Subscriber has received the Subscriber’s Return of Investment for all periods during which the entire Investment Amount remains outstanding. The Company has repaid the Subscriber’s Investment Amount in part but not in whole. In that case, the Subscriber shall continue to earn the Subscriber’s Return on Investment concerning the unreturned Investment Amount until the Investment Amount is repaid in full.
The portion of Royalties payable to the Subscriber in respect of each calendar month by the payment schedule shall equal the product of (a) the total Royalties payable by the Company in respect of such calendar month and (b) a fraction, the numerator of which is the number of Units owned by the Subscriber and the denominator of which is the total number of
Units outstanding as of the first day of such month. For example, if the Subscriber owns two (2) Units and has ten (10) Units outstanding on the first day of a calendar month. The Company has gross revenues of $250,000 in such month; the aggregate royalties payable by the Company in respect to such month would be $25,000. Twenty percent (20%) of such Royalties (i.e., the percentage of outstanding Units then owned by the Subscriber) to the Subscriber. T would be paid, and the balance of the Royalties would be payable to the other Investors.
Payment Schedule. On or before the fifteenth (15th) calendar day after the end of each calendar month (each, a “Month”) from and after the Month immediately following the calendar month in which the Closing Date of the sale of Units to the Subscriber occurs through and including the calendar month that includes the Expiration Date (as that term is defined below), the Company shall pay Royalties to the Subscriber. Within forty-five (45) calendar days after the end of each calendar quarter (each, a “Calculated Quarter”) that includes a Month, the Company’s independent public accountants will audit the Company’s books and records for such Calculated Quarter and determine if the amount of Royalties that the Company should have paid to the Investors during such Calculated Quarter (the “Calculated Royalties”) is more or less than the amount of Royalties paid by the Company during such Calculated Quarter and shall promptly provide notice thereof to the Company. Concurrent with the Company’s payment to the Investors of Royalties during the second month of the calendar quarter that immediately follows such Calculated Quarter, the Company shall make an appropriate adjustment (up or down, as the case may be) in the Royalties to be paid by the Company to the Investors during such Month to account for the difference, if any, between the amount of Royalties that the Company previously paid to the Investors during such Calculated Quarter and the amount of the Calculated Royalties that the Company should have paid to the Investors during such Calculated Quarter. The Company shall continue to pay Royalties to the Subscriber until all amounts payable according to the computation of Royalties have been paid (such final payment date, the “Expiration Date.”)
SEE “Exhibit C: Subscription and Royalty Investment Agreement.”
The Company is not presently a party to any litigation, nor to the knowledge of management is any litigation threatened against the Company.
David J Kosher, Board of Directors -President - Full bio can be found in The Management Section
Jorge Kendo, Board of Directors - Secretary - Full bio can be found in The Management Section
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