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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
September
19, 2025 (September 18, 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
July through September 2025, we issued to 54 private investors a total of 1,057,500 restricted shares of our common stock, par
value $0.01 per share. The price per share was $1.90. On September 18, 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 July through September
2025, we issued to 54 private investors a total of 1,057,500 restricted shares of our common stock at a purchase price of $1.90
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:
September 18, 2025 |
Nordicus
Partners Corporation |
| |
|
|
| |
By:
|
/s/
Henrik Rouf |
| |
|
Henrik
Rouf |
| |
|
Chief
Executive Officer |
