false
0001011060
0001011060
2026-10-14
2026-10-14
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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
October
14, 2026 (October 8, 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
October 8, 2026, Nordicus Partners Corporation (“we” or the “Company”) issued to AC Nordic ApS (the “Lender”)
a Promissory Note (the “Note”) in the principal amount of $75,000. The Note is payable on demand and bears interest at a
rate equal to the lesser of 6.0% per annum and the maximum rate permitted by applicable law. Interest is calculated on the basis of a
365-day year and actual days elapsed.
The
Lender is wholly owned and controlled by Torben Jensen, a member of the Company’s Board of Directors. Accordingly, the Note constitutes
a related-party transaction. The Note and its terms were reviewed and approved by the disinterested members of the Board of Directors,
with Mr. Jensen abstaining, after full disclosure of Mr. Jensen’s interest. The Company intends to use the proceeds of the Note
for working capital and general corporate purposes.
The
outstanding principal balance, together with all accrued and unpaid interest, is due and payable on demand by the Lender. In the event
of default, including nonpayment or certain insolvency events, the Lender may declare all amounts immediately due and payable and may
pursue customary remedies, including collection costs and attorneys’ fees. The Company may prepay the Note, in whole or in part,
at any time without premium or penalty. Payments made under the Note are applied first to accrued interest and then to principal.
A
copy of the Note is filed as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing summary of the terms of the Note is subject
to, and qualified in its entirety by, the Note, which is incorporated herein by reference.
The
Note was issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended
(the “Securities Act”), as a transaction by an issuer not involving a public offering. The Lender is an entity controlled
by a director of the Company, had access to information concerning the Company, and represented that it acquired the Note for investment
purposes. The Note has not been registered under 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.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 in its entirety.
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 |
|
Promissory Note, dated October 8, 2026, issued by the Company to AC Nordic ApS. |
|
|
|
|
|
|
|
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: October 14, 2026 |
NORDICUS
PARTNERS CORPORATION |
| |
|
| |
By: |
/s/
Henrik Rouf |
| |
|
Henrik Rouf |
| |
|
Chief Executive Officer |
