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  4. [8-K] Nordicus Partners Corp Reports Material Event

Nordicus Partners names Addonizio to board

Nordicus Partners adds an independent director with deep finance and governance experience and grants her fully vested stock options tied to its 2024 equity plan.

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Nordicus Partners Corporation (NORD) reported that its Board of Directors appointed Elizabeth Addonizio as a director effective September 1, 2026, filling the vacancy created by the recent resignation of Andrew Ritter. The company entered into a Director’s Agreement with her providing a $10,000 annual cash retainer and options to purchase 25,000 shares of common stock at $4.09 per share, fully vested on the grant date under the 2024 Stock Incentive Plan. Nordicus describes her as an independent director with 25 years of finance experience in investment banking, private equity, and venture investing, as well as extensive U.S. Navy Reserve leadership experience. A related indemnification agreement and a press release announcing the appointment are included as exhibits.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Annual director cash retainer $10,000 Annual cash retainer for Elizabeth Addonizio under Director’s Agreement
Stock options granted 25,000 shares Options to purchase common stock granted to Elizabeth Addonizio
Option exercise price $4.09 per share Exercise price for 25,000 Incentive Stock Options to new director
Finance experience 25 years Elizabeth Addonizio’s business and leadership experience in finance
M&A and financing advisory volume More than $25 billion Transactions advised on during her tenure at Morgan Stanley
Navy Reserve unit size 30 members Size of the Navy Reserve ONI unit she commands
Ownership in Orocidin A/S 100% Stake in Danish preclinical-stage biotech Orocidin A/S acquired in 2024
Ownership in Bio-Convert A/S 100% Stake in Danish preclinical-stage biotech Bio-Convert A/S acquired in 2024
Incentive Stock Options financial
"be issued as Incentive Stock Options under and be subject to the terms"
Incentive stock options are a type of employee stock option that gives eligible workers the right to buy company shares at a fixed price later on, often below future market value. They matter to investors because they align employee incentives with company performance, can dilute existing ownership when exercised, and create potential tax advantages for option holders if certain holding-time rules are met — think of them as a coupon to buy stock at today’s price with extra tax rules attached.
Indemnification Agreement regulatory
"Indemnification Agreement, dated as of September 1, 2026, between the Company"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
clinical pipeline medical
"strengthens board independence and financial expertise as Company advances its clinical pipeline"
forward-looking statements regulatory
"This press release may contain forward-looking statements that involve substantial risks"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
uplisting market
"continue to pursue our uplisting to a major national exchange"
Uplisting occurs when a company's stock moves from a less regulated, smaller exchange to a more established and widely recognized one. This transition can make the stock more accessible and attractive to a broader range of investors, potentially increasing its value and trading volume. For investors, uplisting often signals growth and stability, which can influence confidence and trading decisions.
Nasdaq market
"prospects of being listed on Nasdaq, studies related to Orocidin, Bio-Convert"
The Nasdaq is a stock exchange where many companies' shares are bought and sold, functioning much like a marketplace for investments. It matters to investors because it provides a platform to buy and sell ownership stakes in companies, helping them track the value of those companies and make informed decisions. As one of the largest and most technology-focused markets, it also reflects trends and developments in the business world.

FAQ

What board change did Nordicus Partners (NORD) announce in this Form 8-K?
Nordicus Partners reported that its Board appointed Elizabeth Addonizio as an independent director effective September 1, 2026, filling the vacancy created by the recent resignation of Andrew Ritter.

How is new director Elizabeth Addonizio compensated by Nordicus Partners (NORD)?
Under a Director’s Agreement dated September 1, 2026, she receives an annual cash retainer of $10,000, paid in two installments per year, and options to purchase 25,000 shares of common stock at $4.09 per share, fully vested on the grant date.

Under which plan are the Nordicus Partners (NORD) stock options for Elizabeth Addonizio issued?
The options to purchase 25,000 shares at $4.09 per share for Elizabeth Addonizio are issued as Incentive Stock Options under, and subject to, the terms and conditions of Nordicus Partners’ 2024 Stock Incentive Plan.

What is Elizabeth Addonizio’s professional background relevant to Nordicus Partners (NORD)?
She has 25 years of finance and leadership experience, including roles as a managing director at Cranemere, investment banking at Morgan Stanley advising on more than $25 billion in transactions, and work as a fractional CFO for early-stage companies.

What military experience does Nordicus Partners (NORD) highlight for Elizabeth Addonizio?
Nordicus notes she has served in the U.S. Navy Reserve since 2004 and is the board-selected Commanding Officer of a 30-member Navy Reserve Office of Naval Intelligence unit, with prior active-duty service supporting senior U.S. military commands.

What recent strategic context does Nordicus Partners (NORD) give around this board appointment?
Nordicus states it is advancing its preclinical assets QR-01 and QR-02 toward clinical trials and continuing to pursue an uplisting to a major national exchange, and it highlights Ms. Addonizio’s financial and governance experience as important in that context.

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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 4, 2026 (September 1, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Effective September 1, 2026, (the Board of Directors (the “Board”) of Nordicus Partners Corporation (the “Company”) appointed Elizabeth Addonizio to the Board to fill the vacancy left by the recent resignation of Andrew Ritter.

 

Elizabeth Addonizio is a finance professional with 25 years of business and leadership experience in venture and private equity investing and investment banking. She has spent the past decade investing with families and entrepreneurs in U.S.-based, sector-agnostic early-stage companies and has also served as a fractional CFO across diverse sectors. Previously, she was a managing director at Cranemere, where she evaluated middle-market private equity investments, served on the Investment Committee, and led diligence, financing, and acquisition activities. Earlier, she worked at Morgan Stanley advising on more than $25 billion in M&A, leveraged finance, and equity transactions. In addition to her work in finance, since 2004, Ms. Addonizio has served as an officer in the U.S. Navy Reserve. Currently, she is the board-selected Commanding Officer of the 30-member Navy Reserve Office of Naval Intelligence (ONI) Kennedy Maritime Analysis Center Unit in St. Louis, MO. During her twenty-plus years in the U.S. Navy, she has led numerous teams in support of U.S. European Command, ONI, Naval Criminal Investigative Service (NCIS), and the Defense Intelligence Agency (DIA). She also served 20 months of active military duty as an analyst on the personal staff of the then Commander of U.S. Central Command, General David Petraeus.

 

On September 1, 2026, the Company executed a Directors Agreement with Ms. Addonizio. Under the Director’s Agreement, Ms. Addonizio will receive (1) an annual cash retainer of $10,000, payable in two installments per calendar year, in accordance with the Company’s standard compensation plan for Board members and (2) options to purchase 25,000 shares of the Company’s common stock at $4.09 per share. All such options will be fully vested on the date of grant and be issued as Incentive Stock Options under and be subject to the terms and conditions of the Company’s 2024 Stock Incentive Plan.

 

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   Directors Agreement, dated as of September 1, 2026, between the Company and Elizabeth Addonizio.               X
10.2   Indemnification Agreement, dated as of September 1, 2026, between the Company and Elizabeth Addonizio.               X
99.1   Press Release dated September 2, 2026               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 4, 2026 NORDICUS PARTNERS CORPORATION
   
  By: /s/ Henrik Rouf
    Henrik Rouf
    Chief Executive Officer

 

 

 

 

Exhibit 99.1

 

 

Nordicus Partners Corporation Appoints Elizabeth Addonizio to Its Board of Directors

 

Appointment strengthens board independence and financial expertise as Company advances its clinical pipeline.

 

BEVERLY HILLS, California, September 2, 2026 (GLOBE NEWSWIRE) — Nordicus Partners Corporation (OTCQB: NORD) (“Nordicus” or the “Company”), a biotech company specializing in developing breakthrough therapeutics in diseases with unmet medical needs, starting with oral disorders, announced today the appointment of Elizabeth Addonizio as an independent member of its Board of Directors (the “Board”), effective September 1, 2026.

 

Elizabeth Addonizio is a finance professional with 25 years of business and leadership experience in venture and private equity investing and investment banking. She has spent the past decade investing with families and entrepreneurs in U.S.-based, sector-agnostic early-stage companies and has also served as a fractional CFO across diverse sectors. Previously, she was a managing director at Cranemere, where she evaluated middle-market private equity investments, served on the Investment Committee, and led diligence, financing, and acquisition activities. Earlier, she worked at Morgan Stanley advising on more than $25 billion in M&A, leveraged finance, and equity transactions. In addition to her work in finance, since 2004, Ms. Addonizio has served as an officer in the U.S. Navy Reserve. Currently, she is the board-selected Commanding Officer of the 30-member Navy Reserve Office of Naval Intelligence (ONI) Kennedy Maritime Analysis Center Unit in St. Louis, MO. During her twenty-plus years in the U.S. Navy, she has led numerous teams in support of U.S. European Command, ONI, Naval Criminal Investigative Service (NCIS), and the Defense Intelligence Agency (DIA). She also served 20 months of active military duty as an analyst on the personal staff of the then Commander of U.S. Central Command, General David Petraeus.

 

“We are very pleased to welcome Elizabeth to our Board,” said Henrik Rouf, President and Chief Executive Officer of Nordicus. “Elizabeth brings a rare combination of institutional investment banking experience, private equity and venture investing discipline, and hands-on CFO and board-level work with early-stage companies. As we advance QR-01 and QR-02 toward clinical trials and continue to pursue our uplisting to a major national exchange, her financial expertise and governance experience will be an important asset to our shareholders.”

 

 

 

 

“Nordicus has assembled a differentiated portfolio of Nordic-originated assets addressing conditions with significant unmet medical need and no approved treatments,” said Ms. Addonizio. “I look forward to working with Henrik and the Board to help build the financial and governance foundation required to support the Company’s next stage of growth, including access to institutional capital.”

 

About Nordicus Partners Corporation

 

Nordicus Partners Corporation is a U.S. based biotech company focusing on acquiring and developing drugs from innovative biotech companies in the Nordics, a region known for its brilliant scientists, exceptional life science ecosystem and drug discoveries and developments. Nordicus is dedicated to developing breakthrough therapeutics in diseases with unmet medical needs – starting with oral disorders. Its scientific foundation targets inflammation and immune modulation. In 2024, Nordicus acquired 100% of Orocidin A/S, a Danish preclinical-stage biotech company developing next-generation therapies for periodontitis and 100% of Bio-Convert A/S, a Danish preclinical-stage biotech company dedicated to revolutionizing the treatment of oral leukoplakia. For more information about Nordicus, please visit: www.nordicuspartners.com, and follow us on LinkedIn and X

 

Cautionary Note Regarding Forward-Looking Statements:

 

This press release may contain forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “project,” “estimate,” “intend,” “continue,” “confident” or “believe” or the negatives thereof or other variations thereon or comparable terminology. You should read statements that contain these words carefully because they discuss our plans, strategies, prospects and expectations concerning our business, operating results, financial condition, prospects of being listed on Nasdaq, studies related to Orocidin, Bio-Convert and NoviThera and other similar matters. We believe that it is important to communicate our future expectations to our investors. There may be events in the future, however, that we are not able to predict accurately or control. Any forward-looking statement made by us in this press release speaks only as of the date on which we make it. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

 

For further information, contact:

 

Nordicus Partners

Mr. Henrik Rouf

Chief Executive Officer

hr@nordicuspartners.com

Tel +1 310 666 0750

 

Hayden IR

Brett Maas

(646) 536-7331

brett@haydenir.com

 

James Carbonara

(646)-755-7412

james@haydenir.com

 

 

Source: View Original Filing on SEC EDGAR

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