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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
November
4, 2026 (October 29, 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 |
| Common Stock, par value $0.001 per share |
|
NORD |
|
The Nasdaq Stock Market LLC |
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 3.02. Unregistered Sales of Equity Securities.
In
July and October 2026, we received subscription commitments from two private investors for a total of 40,000 restricted
shares of our common stock, par value $0.001 per share. The price per share was $2.00. The proceeds to us were $80,000. On
October 29, 2026, we closed the private offering and issued such shares on these terms.
We
claim an exemption from registration for the issuance of the shares pursuant to Section 4(a)(2) of the Securities Act of 1933 (the
“Securities Act”) and Rule 506(b) of Regulation D thereunder with respect to U.S.-based investors, since the foregoing
issuances did not involve a public offering, each U.S.-based 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 U.S.-based recipient represented that it acquired the securities for investment only and not with a view to, 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 any 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 (as defined in Regulation S) in offshore transactions, was made with no directed
selling efforts in the U.S., and otherwise was made in compliance with the conditions of Category 3 of
Rule 903 of Regulation S.
The
shares of common stock have 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 other 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 other jurisdiction.
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:
November 4, 2026 |
Nordicus Partners Corporation |
| |
|
| |
By: |
/s/
Henrik Rouf |
| |
|
Henrik
Rouf |
| |
|
Chief
Executive Officer |
