Nordicus raises $500K with $600K convertible note

Q: What financing did Nordicus Partners Corp (NORD) announce in this 8-K?

Nordicus Partners Corp issued a $600,000 Convertible Grid Promissory Note to Keystone Capital Partners LLC on September 10, 2026, receiving $500,000 in cash, and issued 250,000 commitment shares of common stock as consideration for the lender’s funding commitment.

Q: What are the key terms of NORD’s new convertible note?

The Note has $600,000 principal, 5.0% annual interest, and a June 10, 2027 maturity with principal due at maturity. Nordicus may prepay amounts at 120% of outstanding principal. Conversion is allowed only after an Event of Default and from and after June 10, 2027.

Q: What registration rights did Nordicus Partners Corp (NORD) grant to the lender?

Nordicus must file, on or prior to November 1, 2026, a registration statement to cover resale of all shares issuable upon conversion of the Note and must use commercially reasonable efforts to keep such registration effective, including filing additional registration statements if SEC limits apply.

Q: Were the Note and shares issued by NORD registered with the SEC?

No. The Note, commitment shares, and any conversion shares were issued as unregistered securities in reliance on Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D, with no underwriters, general solicitation, or underwriting discounts or commissions.

Nordicus Partners Corp raises $500,000 through a $600,000 convertible note with equity sweeteners and resale registration rights for the investor.

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Nordicus Partners Corp (NORD) entered into a financing with Keystone Capital Partners LLC via a $600,000 Convertible Grid Promissory Note on September 10, 2026, for which it received $500,000 in cash. The Note bears 5.0% annual interest and matures on June 10, 2027, with principal due at maturity.

As funding consideration, Nordicus issued 250,000 commitment shares of common stock. Upon and only after an Event of Default and from and after June 10, 2027, the lender may convert principal and accrued interest into common stock at 90% of the 10‑day VWAP, with an additional 5% discount and a $750 fee per conversion if DTC trading becomes chilled and is not cured within ten business days. The Note may be prepaid at 120% of outstanding principal.

Nordicus agreed to file, by November 1, 2026, a resale registration statement for shares issuable upon conversion and granted the lender piggyback registration rights. The Note, commitment shares and any conversion shares were issued as unregistered securities in a private offering relying on Section 4(a)(2) and/or Rule 506(b) of Regulation D, with no underwriters or commissions.

Filing Explained

On September 10, 2026, Nordicus reported issuing the $600,000 Note and 250,000 commitment shares; the debt and equity issuance are completed, and the shares increase total share count and reduce existing holders’ percentage ownership absent offsetting changes.

8-K Event Classification

4 items: 1.01, 2.03, 3.02, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Convertible Note Principal: $600,000 Cash Proceeds: $500,000 Interest Rate: 5.0% per annum +5 more

8 metrics

Convertible Note Principal $600,000 Principal amount of the Convertible Grid Promissory Note issued September 10, 2026

Cash Proceeds $500,000 Cash received by Nordicus in exchange for the Note

Interest Rate 5.0% per annum Interest on the Convertible Grid Promissory Note

Maturity Date June 10, 2027 Date when principal under the Note is due and payable

Commitment Shares 250,000 shares Common stock issued to the lender as consideration for the funding commitment

Conversion Price Discount 90% of 10‑day VWAP Base conversion price for principal and interest upon Event of Default and after June 10, 2027

Prepayment Premium 120% of outstanding principal Amount payable if Nordicus prepays the Note

Registration Deadline November 1, 2026 Target date to file resale registration statement for conversion shares

Key Terms

Convertible Grid Promissory Note, volume-weighted average price, Rule 415, Form S-3, +2 more

6 terms

Convertible Grid Promissory Note financial

"issued to Keystone Capital Partners LLC a Convertible Grid Promissory Note"

volume-weighted average price financial

"at a conversion price equal to 90% of the volume-weighted average price"

Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.

Rule 415 regulatory

"for an offering to be made on a continuous basis pursuant to Rule 415"

Rule 415 is a U.S. Securities and Exchange Commission regulation that lets a company register securities ahead of time and then offer them for sale in pieces over an extended period under a “shelf” registration, so offerings can be launched quickly when market conditions suit the issuer. For investors, it signals that management has a ready way to raise capital fast—useful for seizing opportunities but potentially dilutive to existing shareholders, like a company pre-loading a credit line it can tap as needed.

Form S-3 regulatory

"Initial Registration Statement shall be on Form S-3"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

Rule 506(b) of Regulation D regulatory

"We claim an exemption from registration ... Rule 506(b) of Regulation D"

Rule 506(b) of Regulation D is a set of rules that allows companies to raise money from investors without having to register with the government, as long as they follow certain guidelines. It lets companies offer securities to a limited number of investors, often trusted or experienced ones, making it easier and quicker to raise funds compared to traditional methods. This rule matters to investors because it provides access to private investment opportunities that are generally less regulated but still require careful consideration.

Section 4(a)(2) of the Securities Act regulatory

"We claim an exemption from registration ... pursuant to Section 4(a)(2)"

A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing did Nordicus Partners Corp (NORD) announce in this 8-K?

Nordicus Partners Corp issued a $600,000 Convertible Grid Promissory Note to Keystone Capital Partners LLC on September 10, 2026, receiving $500,000 in cash, and issued 250,000 commitment shares of common stock as consideration for the lender’s funding commitment.

What are the key terms of NORD’s new convertible note?

The Note has $600,000 principal, 5.0% annual interest, and a June 10, 2027 maturity with principal due at maturity. Nordicus may prepay amounts at 120% of outstanding principal. Conversion is allowed only after an Event of Default and from and after June 10, 2027.

How is the conversion price determined for NORD’s convertible note?

If an Event of Default has occurred and is continuing and from and after June 10, 2027, the lender may convert at a price equal to 90% of the 10‑trading‑day VWAP before the conversion request, subject to an additional 5% discount and $750 fee per conversion if DTC trading is chilled and not cured.

What registration rights did Nordicus Partners Corp (NORD) grant to the lender?

Nordicus must file, on or prior to November 1, 2026, a registration statement to cover resale of all shares issuable upon conversion of the Note and must use commercially reasonable efforts to keep such registration effective, including filing additional registration statements if SEC limits apply.

Were the Note and shares issued by NORD registered with the SEC?

No. The Note, commitment shares, and any conversion shares were issued as unregistered securities in reliance on Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D, with no underwriters, general solicitation, or underwriting discounts or commissions.

What happens if NORD’s stock becomes DTC “chilled” while the note is outstanding?

If the common stock is DTC chilled or restricted and Nordicus does not cure this within ten business days after notice, the conversion price receives an additional 5% discount, and a $750 fee per conversion is charged to cover documented costs for each such conversion.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/17/2026 - 06:02 AM Accepted by SEC EDGAR 09/16/2026 - 06:00 PM

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

September 16, 2026 (September 10, 2026)

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 Drive, 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.

On September 10, 2026, Nordicus Partners Corporation (“we” or the “Company”) issued to Keystone Capital Partners LLC (the “Lender”) a Convertible Grid Promissory Note (the “Note”) in the principal amount of $600,000. In exchange, the investor paid us $500,000 in cash. The Note bears interest at a rate of 5.0% per annum and matures on June 10, 2027. Principal of the Note is due and payable at maturity. As consideration for the Lender’s funding commitment under the Note, we agreed to issue to the Lender 250,000 shares (the “Commitment Shares”) of our common stock, par value $0.001 per share (“Common Stock”).

Conversion. The Lender is entitled, at its option, only upon the occurrence and during the continuation of an Event of Default (as defined in Section 13 of the Note) and only from and after June 10, 2027, to convert all or any lesser portion of the outstanding principal amount of and accrued but unpaid interest on the Note into shares of Common Stock (the “Conversion Shares”) at a conversion price equal to 90% of the volume-weighted average price (“VWAP”) of the Common Stock during the 10 (ten) trading days prior to the day that the Lender requests conversion, unless otherwise modified by mutual agreement between the parties (the “Conversion Price”). If our Common Stock is chilled for deposit at DTC, becomes chilled, or receives a Stop Sign or other trading restrictions at any point while the Note remains outstanding, we shall have ten (10) business days after written notice from the Lender to cure such condition; if uncured after such period, an additional 5% discount will be attributed to the Conversion Price and the conversion dollar amount per conversion shall be reduced by a flat fee of $750.00 charged to us to cover documented costs associated with the deposit of chilled or otherwise trade restricted stocks for each conversion.

Prepayment. We may, at any time and from time to time, prepay all or part of the amount owing under the Note with a premium of 120% to the outstanding principal balance at the time of prepayment.

Registration Rights. On or prior to November 1, 2026, the Company is required to prepare and file with the Securities and Exchange Commission a registration statement covering the resale of all of the shares issuable upon conversion of the Note (the “Registrable Securities”) for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, in which case such registration shall be on such other form available to register for resale of the Registrable Securities as a secondary offering). In the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC guidance. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or SEC guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).

If, at any time while any Conversion Shares remain outstanding, the Company proposes to file a registration statement under the Securities Act with respect to an offering of Common Stock (other than a registration statement on Form S-4 or Form S-8, or any successor or similar forms, or a registration statement filed solely in connection with an employee benefit plan, dividend reinvestment plan or business combination), whether for its own account or for the account of any other holder of its securities, the Company shall (i) give the Lender written notice of such proposed filing not less than ten (10) days before the anticipated filing date, and (ii) include in such registration statement all Conversion Shares that the Lender requests to be included, by written request delivered to the Company within five (5) days after the Lender’s receipt of such notice. The Company shall use its commercially reasonable efforts to cause all such Conversion Shares so requested to be included in, and registered for resale under, such registration statement, and to keep such registration statement effective until such Conversion Shares may be sold without restriction under Rule 144. If such registration involves an underwritten offering and the managing underwriter advises the Company in writing that the total number of securities requested to be included exceeds the number that can be sold without adversely affecting the offering, the number of Conversion Shares to be included may be reduced pro rata with other selling security holders exercising comparable registration rights. The Company shall bear all registration expenses incurred in connection with any such registration, other than underwriting discounts and commissions attributable to the Conversion Shares sold by the Lender.

Other. The form of Note is filed as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing summaries of the terms of these documents are subject to, and qualified in their entirety by, such documents, which are incorporated herein by reference.

The Note, the Commitment Shares and the Conversion Shares 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 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

As described above in Item 1.01, the disclosures are incorporated by reference in this Item 2.03 in their entirety, on September 10, 2026, we issued to the Lender the Commitment Shares and the Note.

Item 3.02. Unregistered Sales of Equity Securities.

As described above in Item 1.01, the disclosures are incorporated by reference in this Item 3.02 in their entirety, on September 10, 2026, we issued to the Lender the Commitment Shares and the Note.

We claim an exemption from registration for the issuance of the Note, the Commitment Shares and the Conversion Shares pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D thereunder, since the foregoing issuances did not involve a public offering, the 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 the recipient represented that he 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.

Item 9.01. Financial Statements and Exhibits

The following are filed as part of this Form 8-K:

(d) Exhibits

Exhibit				Filed or Furnished
Number	Exhibit Description	Form	Exhibit	Filing Date	Herewith
10.1	Convertible Grid Promissory Note, dated as of September 10, 2026, between the Company and Keystone Capital Partners LLC.				X
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)				X

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: September 16, 2026	NORDICUS PARTNERS CORPORATION

	By:	/s/ Henrik Rouf
		Henrik Rouf
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

16 documents

Agreements & Contracts

EX-10.1 EX-10.1 9.2 KB