Nordicus Partners Corporation (NORD) issues 416,000 restricted shares at $2.75

Rhea-AI Filing Summary

Nordicus Partners Corporation reported that from October through December 2025 it issued 416,000 restricted shares of its common stock in a private offering to eight investors at a price of $2.75 per share, and on December 5, 2025 determined to close the offering on these terms. The shares were sold without registration under the Securities Act of 1933, relying on exemptions including Section 4(a)(2), Rule 506(b) and (c) of Regulation D, and Regulation S. Investors were accredited and/or had access to information similar to a registration statement, acquired the stock for investment purposes, and the securities carry transfer restrictions and restrictive legends. No underwriters or agents participated, no underwriting discounts or commissions were paid, and there was no general solicitation.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

Of the Securities Exchange Act of 1934

December 5, 2025 (December 5, 2025)

Date of report (date of earliest event reported)

Nordicus Partners Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware		Commission File No. 001-11737		04-3186647
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

280 South Beverly Dr., Suite 505, Beverly Hills, CA 90212

(Address of Principal Executive Offices)

(424) 256-8560

(Registrant’s Telephone Number)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of each exchange on which registered
None		None		None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

In October through December 2025, we issued to eight private investors a total of 416,000 restricted shares of our common stock, par value $0.01 per share. The price per share was $2.75. On December 5, 2025, we determined to close the private offering of such shares on these terms.

The shares of common stock have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state or other applicable jurisdiction’s securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state or other jurisdiction’s securities laws.

This current report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Item 3.02. Unregistered Sales of Equity Securities.

As described above in Item 1.01, which disclosures are incorporated by reference in this Item 3.02 in their entirety, in October through December 2025, we issued to eight private investors a total of 416,000 restricted shares of our common stock at a purchase price of $2.75 per share.

We claim an exemption from registration for the issuance of the shares pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b) and (c) of Regulation D thereunder, since the foregoing issuances did not involve a public offering, each recipient was (i) an “accredited investor”; and/or (ii) had access to similar documentation and information as would be required in a registration statement under the Securities Act, and each such recipient represented that it acquired the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The securities were offered without any general solicitation by us or our representatives. No underwriters or agents were involved in the foregoing issuances, and we paid no underwriting discounts or commissions. The securities sold are subject to transfer restrictions, and the certificates evidencing the securities contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. The issuance of the shares was also exempt under Regulation S under the Securities Act as the offering was made to non-U.S. Persons, was made with no directed selling efforts in the U.S. and otherwise were made in accordance with the requirements of the Securities Act.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: December 5, 2025	Nordicus Partners Corporation
	By:	/s/ Henrik Rouf
		Henrik Rouf
		Chief Executive Officer

FAQ

What did Nordicus Partners Corporation (NORD) announce in this Form 8-K?

Nordicus Partners Corporation disclosed that it issued 416,000 restricted shares of common stock in a private offering to eight investors between October and December 2025 and closed the offering on December 5, 2025.

At what price were Nordicus Partners (NORD) shares sold in the private offering?

The restricted common shares were sold at a purchase price of $2.75 per share.

Were the Nordicus Partners (NORD) shares registered with the SEC?

No. The shares were not registered under the Securities Act or state securities laws and may only be offered or sold pursuant to registration or an applicable exemption.

What securities law exemptions did Nordicus Partners (NORD) rely on for this share issuance?

Nordicus relied on Section 4(a)(2) of the Securities Act, Rule 506(b) and (c) of Regulation D, and Regulation S, noting that investors were accredited and/or non-U.S. persons and that there was no general solicitation.

Did Nordicus Partners (NORD) use underwriters or pay commissions in this private offering?

No underwriters or agents were involved, and Nordicus states that it paid no underwriting discounts or commissions in connection with the issuances.

Are the Nordicus Partners (NORD) private offering shares freely tradable?

No. The securities are subject to transfer restrictions, and the certificates carry a legend stating that the shares have not been registered and may not be offered or sold absent registration or an exemption.