Nordicus Partners (NORD) completes private issuance of 131,000 restricted shares

Rhea-AI Filing Summary

Nordicus Partners Corporation reported that in December 2025 it issued a total of 131,000 restricted shares of its common stock to ten private investors at a price of $2.75 per share. On January 5, 2026, the company decided to close this private offering on those terms. The shares were issued in a private placement and have not been registered under U.S. or other applicable securities laws, so they are subject to transfer restrictions and can only be resold under an effective registration statement or a valid exemption.

The company states that it is relying on exemptions from registration under Section 4(a)(2) of the Securities Act, Rule 506(b) and (c) of Regulation D, and Regulation S. The investors were accredited and/or had access to detailed information, there was no general solicitation, no underwriters or agents were involved, and no underwriting discounts or commissions were paid.

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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

January 5, 2026 (January 5, 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 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 December 2025, we issued to ten private investors a total of 131,000 restricted shares of our common stock, par value $0.01 per share. The price per share was $2.75. On January 5, 2026, 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 December 2025, we issued to ten private investors a total of 131,000 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: January 5, 2026	Nordicus Partners Corporation
	By:	/s/ Henrik Rouf
		Henrik Rouf
		Chief Executive Officer

FAQ

What equity transaction did Nordicus Partners (NORD) report on January 5, 2026?

Nordicus Partners reported that it had issued a total of 131,000 restricted shares of its common stock to ten private investors in a private offering conducted in December 2025.

At what price did Nordicus Partners (NORD) sell the new shares?

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

When did Nordicus Partners (NORD) close the private offering of shares?

Nordicus Partners determined to close the private offering of these restricted shares on January 5, 2026.

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

No. The company states that the shares have not been registered under the Securities Act of 1933 or applicable state or foreign securities laws and are subject to transfer restrictions.

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

The company claims exemptions under Section 4(a)(2) of the Securities Act, Rule 506(b) and (c) of Regulation D, and Regulation S for the issuance of the restricted shares.

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

No underwriters or agents were involved in the issuance, and Nordicus Partners reports that it paid no underwriting discounts or commissions in connection with the private offering.

Who was eligible to participate in Nordicus Partners (NORD)'s private offering?

The company indicates that each recipient was an accredited investor and/or had access to documentation and information similar to that in a registration statement, and each represented that they acquired the securities for investment only.