Nordicus Partners Corp S-1/A, filed Nov 27, 2023
Nordicus Partners Corp (NORD)
As filed with the Securities and Exchange Commission on November 27, 2023
Registration Statement No. 333-274588
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
To
FORM
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
(Exact name of Registrant as specified in its charter)
| 8742 | ||||
| (State
or other jurisdiction of incorporation or organization) |
(Primary
Standard Industrial Classification Code Number) |
(I.R.S.
Employer Identification No.) |
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
President and CEO
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Ernest
M. Stern, Esq.
Culhane Meadows PLLC
1701
Pennsylvania Avenue, N.W.
Suite 200
Washington, D.C. 20006
(301) 910-2030
Approximate Date of Proposed Sale to the Public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| 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 to Section 7(a)(2)(B) of the Securities Act. ☐
This registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the commission, acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED _______, 2023
Prospectus
8,980,857 Shares of common stock
Nordicus Partners Corporation
This prospectus covers 8,980,857 shares of our common stock that if offered for resale or otherwise disposed of by the selling stockholders listed on the Selling Stockholder table on page 19 (the “Selling Stockholders”) must be at a fixed price of $0.80, the closing price of our common stock on November 7, 2023. The Selling Stockholders are underwriters within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended.
We will not receive any proceeds from the sale or other disposition of the securities by the Selling Stockholders.
Henrik Rouf, our President and CEO, and a Tom Glaesner Larsen, a Selling Shareholder, together beneficially own approximately 55% of our outstanding shares of common stock (including a warrant to purchase up to 6,000,000 shares of our common stock). Accordingly, Henrik Rouf and Tom Glaesner Larsen, until Mr. Larsen sells a significant portion of our shares that he now owns, will have voting control over all matters submitted to the holders of our common stock for approval, including the election of directors, amendments to our certificate of incorporation and major corporate transactions.
We are a “smaller reporting company” under the federal securities laws and will be subject to reduced public company reporting requirements as set forth on page 5 of this prospectus. Our common stock is quoted under the symbol “NORD” on the OTC PINK Market. On November 7, 2023, the last reported sale price of our common stock was $0.80.
Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 9 in this prospectus for a discussion of information that should be considered in connection with an investment in our securities.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is _______ __, 2023
ADDITIONAL INFORMATION
You should rely only on the information contained or incorporated by reference in this prospectus and in any accompanying prospectus supplement. No one has been authorized to provide you with different information. The shares are not being offered in any jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of such documents.
TABLE OF CONTENTS
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PROSPECTUS SUMMARY
The following summary highlights information contained elsewhere in this prospectus. This summary may not contain all of the information that may be important to you. You should read this entire prospectus carefully, including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical financial statements and related notes included elsewhere in this prospectus. In this prospectus, unless otherwise noted, the terms “the Company,” “Nordicus Partners,” “NORD,” “we,” “us,” and “our” refer to Nordicus Partners Corporation
The Company
Overview
We are a financial consulting company, specializing in providing Nordic and other international companies with the best possible conditions to establish themselves on the U.S. market, taking advantage of management’s combined +90 years of experience in the corporate sector, serving in different capacities both domestically and globally. The auditors of our financial statements for our fiscal years ending March 31, 2022 and March 31, 2023 have both expressed substantial doubt about our ability to continue as a going concern.
Organizational History
We were founded in 1993 as a subsidiary of PolyMedica Corporation (“PolyMedica”). In June 1996, PolyMedica distributed all of the shares of CardioTech International, Inc.’s common stock, par value $0.01 per share, which PolyMedica owned, to PolyMedica stockholders of record. We were engaged in the business of developing advanced polymer materials for use in medical devices designed for treating a broad range of anatomical sites and disease states. In July 1999, we acquired the assets of Tyndale-Plains-Hunter (“TPH”), a manufacturer of specialty hydrophilic polyurethanes.
In April 2001, we acquired Catheter and Disposables Technology, Inc. (“CDT”), a contract manufacturer of advanced disposable medical devices. In April 2003, we acquired Gish Biomedical, Inc. (“Gish”), a manufacturer of single use cardiopulmonary bypass products. In the development of our business model, we reviewed the strategic fit of our various business operations and determined that CDT and Gish did not fit our strategic direction. Gish was sold in July 2007 and CDT was sold in March 2008.
Effective October 26, 2007, pursuant to stockholder approval, we were reincorporated from a Massachusetts corporation to a Delaware corporation. We changed our name from CardioTech International, Inc. to AdvanSource Biomaterials Corporation, effective October 15, 2008.
On November 25, 2019, we entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Mitsubishi Chemical Performance Polymers, Inc., a Delaware corporation (“MCPP”) for the sale of substantially all of our assets for a total purchase price of $7,250,000. The Asset Purchase Agreement was approved by our stockholders on January 21, 2020. As a result, we ceased operating as a manufacturer and seller of advanced polymers on January 31, 2020 (the “Closing Date”). Subsequent to the Closing Date, we became engaged in efforts to identify an (i) operating company to acquire or merge with through an equity-based exchange transaction or (ii) investor interested in purchasing a majority interest in our common stock, whereby either transaction would likely result in a change in control. Although certain opportunities have been investigated to determine whether a potential merger or investment opportunity could add value for the benefit of our shareholders, we have not yet entered into any binding arrangements.
On March 3, 2020, we filed a Certificate of Amendment to the Company’s Certificate of Incorporation, which amendment was unanimously approved by our Board of Directors, to change our name AdvanSource Biomaterials Corporation to EKIMAS Corporation.
On October 12, 2021, we entered into a Stock Purchase Agreement (the “SPA”) with Reddington Partners LLC, a California limited liability company (“Reddington”) providing for the purchase of a total of 5,114,475 shares of our common stock, on a post-split basis, or approximately 90% of our total shares of common stock outstanding for total cash consideration of $400,000. Reddington made this purchase in two tranches on October 12, 2021, and March 15, 2022.
Under the terms of the SPA, we effectuated a 1-for 50 reverse stock split on March 11, 2022. Accordingly, on a post-split basis, the shares purchased in connection with the first closing resulted in Reddington owning 422,725 shares of our common stock. As set forth in the SPA, Reddington then purchased from us on March 15, 2022, an additional 4,691,750 shares of our common stock on a post-split basis resulting in Reddington owning 5,114,475 shares of our common stock, or approximately 90% of our total shares of common stock outstanding.
On February 23, 2023, we entered into a Contribution Agreement with Nordicus Partners A/S, a Danish stock corporation, GK Partners ApS (“GK Partners”), Henrik Rouf and Life Science Power House ApS (“LSPH, GK Partners, Rouf and LSPH are collectively referred to herein as the “Sellers”). Pursuant to the Contribution Agreement, the Sellers contributed, transferred, assigned and conveyed to us all right, title and interest in and to one hundred percent (100%) of the issued and outstanding capital stock of Nordicus Partners A/S for an aggregate of 2,500,000 shares of our common stock. As a result of this transaction, Nordicus Partners A/S became our 100% wholly owned subsidiary.
Name Change
On May 9, 2023, we changed our name to Nordicus Partners Corporation and on May 17, 2023, we changed our ticker symbol to NORD.
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Growth Strategy
Our growth strategy is to leverage the collective 90+ years of expertise of Henrik Rouf, the principals of GK Partners and others who are listed as Selling Stockholders to provide to Nordic and other international companies advice on corporate financing in the United States as well as internationally.
Implications of Being a Smaller Reporting Company
We qualify as a “smaller reporting company” defined in Item 10(f)(1) of Regulation S-K on the basis that we have a public float of either of less than $250 million or we have less than $100 million in annual revenues and no public float or a public float of less than $700 million. As a result, we may choose to prepare the disclosure in this prospectus relying on scaled disclosure requirements for smaller reporting companies in Regulation S-K and in Article 8 of Regulation S-X, including:
| ● | Reduced disclosure about our executive compensation arrangements; | |
| ● | No non-binding shareholder advisory votes on executive compensation or golden parachute arrangements; | |
| ● | Exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting; and | |
| ● | Reduced disclosure of financial information in this prospectus, limited to two years of audited financial information and two years of selected financial information. |
Corporate Information
We were founded as a Massachusetts corporation on April 7, 1993, and reincorporated in Delaware on October 26, 2007.
Our principal executive office is located at 3651 Lindell Road, Suite D565, Las Vegas, NV 89103, and our telephone number is (424) 256-8560. Our internet website is www.nordicuspartners.com. The information on, or that can be accessed through, our website is not part of this prospectus, and you should not rely on any such information in making the decision whether to purchase our common stock.
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The Offering
| Common Stock to be Sold | Up to 8,980,857 shares of our common stock. We will not receive any proceeds from the sale of common stock by the Selling Stockholders. | |
| Common Stock Outstanding | 10,876,248 as of September 5, 2023, not including the 7,000,000 shares of our common stock under our 2017 Non-Qualified Equity Incentive Plan (the “2017 Plan”). | |
| Voting Control by Management | Our President and CEO, Henrik Rouf, together with GK Partners, a Selling Stockholder, currently have voting control over all matters submitted to our common stockholders, including amendments to our Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”), election of members of our Board of Directors and major corporate transactions. | |
| Use of Proceeds | This is a resale prospectus to register shares of the Selling Stockholders so we will not receive any proceeds from the sale of the shares by the Selling Stockholders. | |
| Dividend Policy | We have never declared any cash dividends on our common stock. We currently intend to retain all available funds and any future earnings for use in financing the growth of our business and do not anticipate paying any cash dividends for the foreseeable future. See “Dividend Policy”. | |
| OTC PINK Symbol | NORD | |
| Risk Factors | You should carefully consider the information set forth in this prospectus and, in particular, the specific factors set forth in the “Risk Factors” section beginning on page 9 of this prospectus before deciding whether or not to invest in our common stock that may be sold by the Selling Stockholders. |
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Summary Financial Information
The summary financial information set forth below is derived from the more detailed audited consolidated financial statements of the Company appearing elsewhere in this prospectus. You should read the summary consolidated financial information below in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements, including the notes to such financial statements.
| Year Ended | Three Months Ended | |||||||||||||||
| March 31, | June 30, (Unaudited) | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Statement of operations data: | ||||||||||||||||
| Net Sales | $ | — | $ | — | $ | — | $ | — | ||||||||
| Operating expenses | 8,479,889 | 309,171 | 51,589 | 5,035,134 | ||||||||||||
| Loss from operations | (8,479,889 | ) | (309,171 | ) | (51,589 | ) | (5,035,134 | ) | ||||||||
| Interest expense | (382 | ) | — | — | — | |||||||||||
| Other Income (Loss) | 8,055 | 22,000 | 11,293 | — | ||||||||||||
| Income tax provision | — | — | — | — | ||||||||||||
| Net loss | $ | (8,472,216 | ) | $ | (287,171 | ) | $ | (40,296 | ) | $ | (5,035,134 | ) | ||||
| Loss per common share | $ | (1.43 | ) | $ | (0.30 | ) | $ | (0.00 | ) | $ | (0.89 | ) | ||||
| March 31, | June 30, (Unaudited) | |||||||||||
| Balance sheet data: | 2023 | 2022 | 2023 | |||||||||
| Cash | $ | 7,149 | $ | 245,945 | $ | 32,040 | ||||||
| Total assets | $ | 55,025 | $ | 249,445 | $ | 1,785,454 | ||||||
| Current liabilities | $ | 27,367 | $ | 54,934 | $ | 23,153 | ||||||
| Total liabilities | $ | 27,367 | $ | 54,934 | $ | 23,153 | ||||||
| Years Ended | Three Months Ended | |||||||||||||||
| March 31, | June 30, (Unaudited) | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Cash flows data: | ||||||||||||||||
| Net cash used in operating activities | $ | (368,347 | ) | $ | (282,381 | ) | $ | (48 | ) | $ | (59,976 | ) | ||||
| Net cash provided by (used in) investing activities | — | — | — | — | ||||||||||||
| Net cash provided by financing activities | 128,886 | 400,000 | 25,000 | — | ||||||||||||
| Net change in cash | $ | (239,461 | ) | $ | 245,945 | $ | 24,952 | $ | (59,976 | ) | ||||||
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements. Such forward-looking statements include those that express plans, anticipation, intent, contingency, goals, targets or future development and/or otherwise are not statements of historical fact. These forward-looking statements are based on our current expectations and projections about future events and they are subject to risks and uncertainties known and unknown that could cause actual results and developments to differ materially from those expressed or implied in such statements.
In some cases, you can identify forward-looking statements by terminology, such as “expects”, “anticipates”, “intends”, “estimates”, “plans”, “potential”, “possible”, “probable”, “believes”, “seeks”, “may”, “will”, “should”, “vision,” “could” or the negative of such terms or other similar expressions. Accordingly, these statements involve estimates, assumptions and uncertainties that could cause actual results to differ materially from those expressed in them. Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this prospectus.
You should read this prospectus and the documents that we reference herein and therein and have filed as exhibits to the registration statement, of which this prospectus is part, completely and with the understanding that our actual future results may be materially different from what we expect. You should assume that the information appearing in this prospectus is accurate as of the date on the front cover of this prospectus only. Because the risk factors referred to above could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking statements. These risks and uncertainties, along with others, are described above under the heading “Risk Factors” beginning on page 9 of this prospectus. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events, except as required by law. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of the information presented in this prospectus, and particularly our forward-looking statements, by these cautionary statements.
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RISK FACTORS
Investing in our common stock involves a high degree of risk. Prospective investors should carefully consider the risks described below, together with all of the other information included or referred to in this prospectus, before purchasing shares of our common stock. There are numerous and varied risks that may prevent us from achieving our goals. If any of these risks actually occurs, our business, financial condition or results of operations may be materially adversely affected. In such case, the trading price of our common stock could decline and investors in our common stock could lose all or part of their investment.
Risks Related to our Capital Structure
There is no assurance of an active established public trading market, which would adversely affect the ability of the Company’s investors to sell their securities in the public market.
Although the Company’s common stock is registered under the Exchange Act and is traded on the OTC Pink Marketplace, an active trading market for the securities does not yet exist and may not exist or be sustained in the future. The OTC Pink Marketplace is an over-the-counter market that provides significantly less liquidity than the NASDAQ Stock Market. Prices for securities traded solely on the OTC Pink may be difficult to obtain and holders of common stock may be unable to resell their securities at or near their original offering price or at any price. Market prices for the Company’s common stock will be influenced by a number of factors, including:
| ● | The Company’s ability to obtain additional financing and the terms thereof; | |
| ● | The Company’s financial position and results of operations; | |
| ● | Any litigation against the Company; | |
| ● | Possible regulatory requirements on the Company’s business; | |
| ● | The issuance of new debt or equity securities pursuant to a future offering; | |
| ● | Competitive developments; | |
| ● | Variations and fluctuations in the Company’s operating results; | |
| ● | Change in financial estimates by securities analysts; | |
| ● | The depth and liquidity of the market for the Company’s common stock; | |
| ● | Investor perceptions of the Company; and | |
| ● | General economic and business conditions. |
The Company’s common stock is considered a “penny stock” and may be difficult to sell.
The Company’s common stock is considered to be a “penny stock” since it meets one or more of the definitions in Rules 15g-2 through 15g-6 promulgated under Section 15(g) of the Exchange Act. These include but are not limited to the following: (i) the stock trades at a price less than $5.00 per share; (ii) it is not traded on a “recognized” national exchange; (iii) it is not quoted on the NASDAQ Stock Market, or even if so, has a price less than $5.00 per share; or (iv) it is issued by a company with net tangible assets less than $2.0 million, if in business more than a continuous three years, or with average revenues of less than $6.0 million for the past three years. The principal result or effect of being designated a “penny stock” is that securities broker-dealers cannot recommend the stock but must trade in it on an unsolicited basis.
Additionally, Section 15(g) of the Exchange Act and Rule 15g-2 promulgated thereunder by the SEC require broker-dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document before effecting any transaction in a penny stock for the investor’s account.
Holders in the Company’s common stock are urged to obtain and read such disclosure carefully before purchasing any shares that are deemed to be “penny stock.” Moreover, Rule 15g-9 requires broker-dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor. This procedure requires the broker-dealer to: (i) obtain from the investor information concerning its financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects the investor’s financial situation, investment experience and investment objectives. Compliance with these requirements may make it more difficult for holders of the Company’s common stock to resell their shares to third parties or to otherwise dispose of them in the market or otherwise.
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The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements that may also limit a stockholder’s ability to buy and sell our stock.
In addition to the “penny stock” rules described above, FINRA has adopted rules that require that, in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.
A decline in the price of our common stock could affect our ability to raise additional working capital, it may adversely impact our ability to continue operations and we may go out of business.
A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. Because we may attempt to acquire a significant portion of the funds we need in order to conduct our planned operations through the sale and issuance of equity securities, a decline in the price of our common stock could be detrimental to our liquidity and our operations because the decline may cause investors not to choose to invest in our stock. If we are unable to raise the funds we require for all our planned operations, we may be forced to reallocate funds from other planned uses and we may suffer a significant negative effect on our business plan and operations, including our ability to develop new products and continue our current operations. As a result, our business may suffer, and not be successful and we may go out of business. We also might not be able to meet our financial obligations if we cannot raise enough funds through the sale and issuance of our common stock and we may be forced to go out of business.
The Company does not intend to pay dividends and stockholders may not experience a return on investment without selling their securities.
The Company has never declared or paid, nor does it intend in the foreseeable future to declare or pay, any cash dividends on its common stock. Since the Company intends to retain all future earnings to finance the operation and growth of its business, stockholders will likely need to sell their securities in order to realize a return on their investment, if any.
Unfavorable general economic conditions may materially adversely affect our business.
While it is difficult for us to predict the impact of general economic conditions on our business, these conditions could reduce customer demand for some of our services which could cause our revenue to decline. Also, our customers that are especially reliant on the credit and capital markets being liquid, retail investors having investment capital and other factors which could affect their ability to host successful capital raises and continue as a going concern. Moreover, we rely on obtaining additional capital and/or additional funding to provide working capital to support our operations. We regularly evaluate alternative financing sources. Further changes in the commercial capital markets or in the financial stability of our investors and creditors may impact the ability of our investors and creditors to provide additional financing. For these reasons, among others, if the economic conditions stagnate or decline, our operating results and financial condition could be adversely affected.
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If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results. As a result, current and potential shareholders could lose confidence in our financial reporting, which would harm our business and the trading price of our stock.
We are a development stage company with limited resources. Therefore, we cannot assure investors that we will be able to maintain effective internal controls over financial reporting based on criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. For these reasons, we are considering the costs and benefits associated with improving and documenting our disclosure controls and procedures and internal controls and procedures, which includes (i) hiring additional personnel with sufficient U.S. GAAP experience and (ii) implementing ongoing training in U.S. GAAP requirements for our CFO and accounting and other finance personnel. If the results of these efforts are not successful, or if material weaknesses are identified in our internal control over financial reporting, our management will be unable to report favorably as to the effectiveness of our internal control over financial reporting and/or our disclosure controls and procedures, and we could be required to further implement expensive and time-consuming remedial measures and potentially lose investor confidence in the accuracy and completeness of our financial reports which could have an adverse effect on our stock price and potentially subject us to litigation.
Our management has limited experience in operating a public company.
Our executive officers and director have limited experience in the management of a publicly traded company. Our management team may not successfully or effectively manage our transition to a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage to us in that it is likely that an increasing amount of their time will be devoted to these activities which will result in less time being devoted to the management and growth of our company. It is possible that we will be required to expand our employee base and hire additional employees, such as a chief financial officer experienced in public company financial reporting, to support our operations as a public company which will increase our operating costs in future periods.
A significant majority of our outstanding ordinary shares are held by a small number of shareholders, which may have significantly greater influence on us due to the size of their shareholdings relative to other shareholders.
As of the date of this Report, Henrik Rouf and GK Partners, one of the Selling Stockholders, beneficially own approximately 55% of the outstanding shares of our common stock when including a warrant to purchase up to 6,000,000 shares of our common stock in addition to our outstanding shares of our common stock. These major shareholders have significant influence in determining the outcome of any corporate transactions or other matters submitted to our shareholders for approval, including mergers, consolidations and schemes of arrangement, election and removal of directors and other significant corporate actions. They may not act in our best interests or our minority shareholders’ interests. In addition, without the consent of these major shareholders, we could be prevented from entering into transactions that could be beneficial to us. This concentration of ownership may also discourage, delay or prevent a change in control, which could deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of our company and might reduce the price of our Common Stock. These actions may be taken even if they are opposed by our other shareholders.
We are subject to the periodic reporting requirements of the Exchange Act that will require us to incur audit fees and legal fees in connection with the preparation of such reports. These additional costs could reduce or eliminate our ability to earn a profit.
We are required to file periodic reports with the SEC pursuant to the Exchange Act and the rules and regulations promulgated thereunder. In order to comply with these requirements, our independent registered public accounting firm will have to review our financial statements on a quarterly basis and audit our financial statements on an annual basis. Moreover, our legal counsel will have to review and assist in the preparation of such reports. The costs charged by these professionals for such services cannot be accurately predicted at this time because factors such as the number and type of transactions that we engage in and the complexity of our reports cannot be determined at this time and will have a major effect on the amount of time to be spent by our auditors and attorneys. However, the incurrence of such costs will obviously be an expense to our operations and thus have a negative effect on our ability to meet our overhead requirements and earn a profit. We may be exposed to potential risks resulting from any new requirements under Section 404 of the Sarbanes-Oxley Act of 2002. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, if a market ever develops, could drop significantly.
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Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, as amended by SEC Release 33-8889, we are required to include in our annual report our assessment of the effectiveness of our internal control over financial reporting. Furthermore, if we cease to be a smaller reporting company, our independent registered public accounting firm will be required to report separately on whether it believes that we have maintained, in all material respects, effective internal control over financial reporting. We have not yet commenced any assessment of the effectiveness of our internal control over financial reporting. We expect to incur additional expenses and diversion of management’s time as a result of performing the system and process evaluation, testing and remediation required in order to comply with the management certification and auditor attestation requirements.
We do not have a sufficient number of employees to segregate responsibilities and may be unable to afford increasing our staff or engaging outside consultants or professionals to overcome our lack of employees. During the course of our testing, we may identify other deficiencies that we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404. In addition, if we fail to achieve and maintain the adequacy of our internal controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Moreover, effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are important to help prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, if a market ever develops, could drop significantly.
The capital markets may experience periods of disruption and instability. Such market conditions may materially and adversely affect debt and equity capital markets, which may have a negative impact on our business and operations.
Volatility and dislocation in the capital markets can also create a challenging environment in which to raise or access debt capital. The reappearance of market conditions similar to those experienced from 2008 through 2009 for any substantial length of time could make it difficult to extend the maturity of or refinance our existing indebtedness or obtain new indebtedness with similar terms and any failure to do so could have a material adverse effect on our business. The debt capital that will be available to us in the future, if at all, may be at a higher cost and on less favorable terms and conditions than what we currently experience, including being at a higher cost due to a rising rate environment. If we are unable to raise or refinance debt, then our equity investors may not benefit from the potential for increased returns on equity resulting from leverage and we may be limited in our ability to make new commitments or to fund existing commitments to our portfolio companies.
Significant changes or volatility in the capital markets may also have a negative effect on the valuations of our investments. While most of our investments are not publicly traded, applicable accounting standards require us to assume as part of our valuation process that our investments are sold in a principal market to market participants (even if we plan on holding an investment through its maturity). Significant changes in the capital markets may also affect the pace of our investment activity and the potential for liquidity events involving our investments. Thus, the illiquidity of our investments may make it difficult for us to sell such investments to access capital if required, and as a result, we could realize significantly less than the value at which we have recorded our investments if we were required to sell them for liquidity purposes. An inability to raise or access capital could have a material adverse effect on our business, financial condition or results of operations.
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Risks Relating to our Business and Industry
We are a start-up company, and we may be unable to generate significant revenues and may never become profitable.
We are a start-up company that has not generated revenue to date, and we may incur significant operating losses for the foreseeable future. We may not be able to validate and create our business in a manner that will generate significant revenues. In addition, any revenue that we may generate may be insufficient for us to become profitable.
In particular, potential investors should be aware that we have not proven that we can raise sufficient capital in the public and/or private markets; build a pipeline of businesses seeking services from us, develop and maintain relationships with key strategic partners that will be necessary to optimize the market value of our services; respond effectively to competitive pressures; or recruit and build a management team to accomplish our business plan. If we are unable to accomplish these goals, our business is unlikely to succeed.
Our future capital needs are uncertain and our independent registered public accounting firm has expressed in its report on our 2023 audited financial statements a substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to raise additional capital and our operations could be curtailed if we are unable to obtain the required additional funding when needed. We may not be able to do so when necessary, and/or the terms of any financings may not be advantageous to us.
Our financial statements for the fiscal years ended March 31, 2023 and 2022, attached hereto as Exhibit 99.1 to this Report have been prepared assuming we will continue to operate as a going concern. However, due to our recurring losses from operations, and working capital deficiency, there is substantial doubt about our ability to continue as a going concern. Because we expect to continue to experience negative cash flow, our ability to continue as a going concern is subject to our ability to obtain necessary funding from outside sources, including obtaining additional funding from the sale of our securities, grants or other forms of financing. Our continued negative cash flow increases the difficulty in completing such sales or securing alternative sources of funding, and there can be no assurances that we will be able to obtain such funding on favorable terms or at all. If we are unable to obtain sufficient financing from the sale of our securities or from alternative sources, we may be required to reduce, defer or discontinue certain of our research and development and operating activities or we may not be able to continue as a going concern. As a result, our independent registered public accounting firm has expressed in its auditors’ report on the financial statements attached as Exhibit 99.1 to this Report for the fiscal years ended March 31, 2023 and 2022, a substantial doubt regarding our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of the uncertainty regarding our ability to continue as a going concern. If we cannot continue as a going concern, our shareholders may lose their entire investment in our Common Stock. Future reports from our independent registered public accounting firm may also contain statements expressing doubt about our ability to continue as a going concern.
Because of our limited operating history, we may not be able to correctly estimate our future operating expenses, which could lead to cash shortfalls.
We have only a limited operating history from which to evaluate our business. We have not generated any revenues to date. Accordingly, our prospects must be considered in light of the risks, expenses, and difficulties frequently encountered by companies in an early stage of development. We may not be successful in addressing such risks, and the failure to do so could have a material adverse effect on our business, operating results and financial condition.
Because of this limited operating history and because of the emerging nature of the markets in which we compete, our historical financial data is of limited value in estimating future operating expenses. Our budgeted expense levels are based in part on our expectations concerning future revenues.
We may be unable to adjust our operations in a timely manner to compensate for any unexpected shortfall in revenues. Accordingly, a significant shortfall in demand for our product could have an immediate and material adverse effect on our business, results of operations, and financial condition.
Our operating results may fluctuate as a result of a number of factors, many of which are outside of our control. For these reasons, comparing our operating results on a period-to-period basis may not be meaningful, and you should not rely on our past results as any indication of our future performance. Our quarterly and annual expenses are likely to increase substantially over the next several years, and revenues from the sale of our services may not meet our expectations. Our operating results in future quarters may fall below expectations. Any of these events could adversely impact our business prospects and make it more difficult to raise additional equity capital at an acceptable price per share. Each of the risk factors listed in this “Risk Factors” section may affect our operating results.
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Our business may change and evolve over time. Furthermore, we compete in an unpredictable industry against companies in the same business that have substantially more capital than we do and have existing client relationships that are well established. Our ability to succeed depends on our ability to execute our business plan, including attracting customers and investors should we pursue acquisitions of other consulting companies. As such, our actual operating results may differ substantially from our projections.
We expect to need additional substantial capital to fund our growing operations, and if we are unable to obtain sufficient capital, we may be forced to limit the scope of our operations.
We expect that for our business to grow we will need substantial additional working capital should we pursue acquisitions of other financial consulting companies. If adequate additional debt and/or equity financing is not available on reasonable terms or at all, we may not be able to continue to expand our business or pay our outstanding obligations, and we will have to modify our business plans accordingly. These factors would have a material adverse effect on our future operating results and our financial condition.
We will operate in an ever-evolving industry and changes to it can have a material effect on our business model which makes it difficult to evaluate our business and prospects.
We expect to derive nearly all of our revenue from consulting services. Our business model is evolving and is distinct from many other companies in our industry, and it may not be successful. As a result of these factors, the future revenue and income potential of our business is uncertain. Any evaluation of our business and our prospects must be considered in light of these factors and the risks and uncertainties often encountered by companies in an immature industry with an evolving business model such as ours. Some of these risks and uncertainties relate to our ability to:
| ● | acquisition of potential customers; | |
| ● | maintain and expand customer relationships once established; | |
| ● | raise capital at attractive costs, or at all; | |
| ● | respond effectively to competition and potential negative effects of competition on profit margins; | |
| ● | attract and retain qualified management, employees and independent service providers; and | |
| ● | respond to government regulations relating to the Internet, personal data protection, email, software technologies and other aspects of our business. |
If we are unable to address these risks, our business, results of operations and prospects could suffer.
If we do not effectively manage our anticipated growth, our operating performance will suffer, and we may lose potential customers.
We could experience rapid growth in our operations. This anticipated growth could place significant demands on our management and our operational and financial infrastructure. In particular, rapid growth, if realized, could make it more difficult for us to execute on our business plan.
In addition, our personnel, systems, procedures and controls, once implemented, may be inadequate to support our anticipated future operations. The improvements which could be required to manage our anticipated growth could require us to make significant expenditures, expand, train and manage our employee base and allocate valuable management resources. If we fail to effectively manage our anticipated growth, our operating performance will suffer and we could lose potential customers and key personnel.
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We need to hire and retain additional qualified personnel to grow and manage our business. If we are unable to attract and retain qualified personnel, our business and growth could be seriously harmed.
Our performance depends on the talents and efforts of our key employees, who are charged with daily operations and strategy to reach commercial success. Our future success will depend on our ability to attract, retain and motivate highly skilled personnel in all areas of our organization and, in particular, in our engineering/technology, sales and marketing, media, finance and legal/regulatory teams. We plan to continue to grow our business and will need to hire additional personnel to support this growth. We have found it difficult from time to time to locate and hire suitable personnel. If we experience similar difficulties in the future, our growth may be hindered. Qualified individuals are in high demand, and we may incur significant costs to attract and retain them. Employees may be more likely to leave us following our initial public offering as a result of the establishment of a public market for our common stock. If we are unable to attract and retain the personnel we need to succeed, our business and growth could be harmed.
If we fail to compete effectively against other competitors, we could fail to attract customers and we may never generate revenues.
The market for financial consulting services is intensely competitive. We expect this competition to continue to increase in the future.
If we are unable to price our services appropriately, our margins and revenue may decline.
Our clients purchase our services according to a variety of pricing formulae. Sometimes these include formulae based on pay for performance, meaning clients pay only after we have delivered the desired result to them. Regardless of how a given client pays us, we ordinarily pay the vast majority of the costs associated with delivering our services to our clients according to contracts and other arrangements that do not always condition payment to vendors upon receipt of payments from our clients. This means we typically pay for the costs of providing our services before we receive payment from clients. Additionally, certain of our services costs are highly variable and may fluctuate significantly during each calendar month. Accordingly, we run the risk of not being able to recover the entire cost of our services from clients if pricing or other terms negotiated prior to the performance of services prove less than the cost of performing such services.
Limitations on director and officer liability and our indemnification of our officers and directors may discourage stockholders from bringing suit against a director.
Our certificate of incorporation and bylaws provide, as permitted by Delaware corporation law, that a director or officer shall not be personally liable to us or our stockholders for breach of fiduciary duty as a director or officer, except for acts or omissions which involve intentional misconduct, fraud or knowing violation of law. These provisions may discourage stockholders from bringing suit against a director for breach of fiduciary duty and may reduce the likelihood of derivative litigation brought by stockholders on our behalf against a director. In addition, our amended and restated articles of incorporation and bylaws require indemnification of directors and officers to the fullest extent permitted by Delaware law.
If we fail to maintain an effective system of internal control over financial reporting, this may result in material misstatements of our consolidated financial statements or cause us to fail to meet our periodic reporting obligations.
As a public company, we are required to provide management’s attestation on internal control over financial reporting. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable after the Merger. If we are not able to implement the additional requirements of Section 404(a) of the Sarbanes-Oxley Act in a timely manner or with adequate compliance, we may not be able to assess whether our internal control over financial reporting is effective, which may subject us to adverse regulatory consequences and could harm investor confidence.
In order to maintain and improve the effectiveness of our internal control over financial reporting, we have expended, and anticipate that we will continue to expend, significant resources, including accounting-related costs and significant management oversight.
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Our significant increased expenses and administrative burdens as a public company could have an adverse effect on our business, financial condition and results of operations.
We will face increased legal, accounting, administrative and other costs and expenses as a public company that we did not incur as a private company. The Sarbanes-Oxley Act, including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder, the Public Company Accounting Oversight Board and the securities exchanges, impose additional reporting and other obligations on public companies. Compliance with public company requirements will increase our costs and make certain activities more time-consuming. A number of those requirements require it to carry out activities we have not done previously. In addition, expenses associated with SEC reporting requirements will be incurred. Furthermore, if any issues in complying with those requirements are identified (for example, if the auditors identify a significant deficiency or additional material weaknesses in the internal control over financial reporting), we could incur additional costs to rectify those issues, and the existence of those issues could adversely affect its reputation or investor perceptions. In addition, we will purchase director and officer liability insurance, which has substantial additional premiums. The additional reporting and other obligations imposed by these rules and regulations increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities. Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs.
Risks Related to Legal Matters and Regulations
Privacy concerns and laws, or other regulations, may adversely affect our business.
State and local governments and agencies in the jurisdictions in which we operate, and in which customers operate, have adopted, are considering adopting, or may adopt laws and regulations regarding the collection, use, storage, processing, and disclosure of information regarding consumers and other individuals, which could impact our ability to offer services in certain jurisdictions. Laws and regulations relating to the collection, use, disclosure, security, and other processing of individuals’ information can vary significantly from jurisdiction to jurisdiction. The costs of compliance with, and other burdens imposed by, laws, regulations, standards, and other obligations relating to privacy, data protection, and information security are significant. In addition, some companies, particularly larger enterprises, often will not contract with vendors that do not meet these rigorous standards. Accordingly, the failure, or perceived inability, to comply with these laws, regulations, standards, and other obligations may limit the use and adoption of our products and services, reduce overall demand, lead to regulatory investigations, litigation, and significant fines, penalties, or liabilities for actual or alleged noncompliance, or slow the pace at which we close sales transactions, any of which could harm our business. Moreover, if we or any of our employees or contractors fail or are believed to fail to adhere to appropriate practices regarding customers’ data, it may damage our reputation and brand.
Additionally, existing laws, regulations, standards, and other obligations may be interpreted in new and differing manners in the future and may be inconsistent among jurisdictions. Future laws, regulations, standards, and other obligations, and changes in the interpretation of existing laws, regulations, standards, and other obligations could result in increased regulation, increased costs of compliance and penalties for non-compliance, and limitations on data collection, use, disclosure, and transfer for us and our customers. Further, California adopted the California Consumer Privacy Protection Act (“CCPA”) and the California State Attorney General has begun enforcement actions. Further, on November 3, 2020, California voters approved the California Privacy Rights Act (“CPRA”). Although we initiated a compliance program designed to comply with CCPA after consulting with outside privacy counsel, we remain exposed to ongoing legal risks related to the CCPA and the expansion of the CCPA under the CPRA, which becomes effective January 1, 2023. The costs of compliance with, and other burdens imposed by, laws and regulations relating to privacy, data protection, and information security that are applicable to the businesses of customers may adversely affect ability and willingness to process, handle, store, use, and transmit certain types of information, such as demographic and other personal information.
In addition to government activity, privacy advocacy groups, the technology industry and other industries have established or may establish various new, additional or different self-regulatory standards that may place additional burdens on technology companies. Customers may expect that we will meet voluntary certifications or adhere to other standards established by them or third parties. If we are unable to maintain these certifications or meet these standards, it could reduce demand for our solutions and adversely affect our business.
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Risks Related to our Securities
The warrants are being accounted for as a warrant liability and are being recorded at fair value upon issuance with changes in fair value each period reported in earnings, which may have an adverse effect on the market price of our common stock.
As described in our financial statements included in this prospectus, we are accounting for our issued and outstanding warrants as a warrant liability and are recording that liability at fair value upon issuance and are recording any subsequent changes in fair value as of the end of each period for which earnings are reported. The impact of changes in fair value on earnings may have an adverse effect on our balance sheet and statement of operations or the market price of the Common stock.
We have never paid cash dividends on our capital stock and do not anticipate paying dividends in the foreseeable future.
We have never paid cash dividends on our capital stock and currently intend to retain any future earnings to fund the growth of our business. Any determination to pay dividends in the future will be at the discretion of the board of directors and will depend on financial condition, operating results, capital requirements, general business conditions and other factors that the board may deem relevant. As a result, capital appreciation, if any, of common stock will be the sole source of gain for the foreseeable future.
Our stock price will be volatile, and you may not be able to sell shares at or above the price at which shares of our common stock in this registration statement are purchased.
The trading price of our common stock and warrants will be volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control. These factors include:
| ● | actual or anticipated fluctuations in operating results; | |
| ● | failure to meet or exceed financial estimates and projections of the investment community or that we provide to the public; | |
| ● | issuance of new or updated research or reports by securities analysts or changed recommendations for the industry in general; | |
| ● | announcements of significant acquisitions, strategic partnerships, joint ventures, collaborations or capital commitments; | |
| ● | operating and share price performance of other companies in the industry or related markets; | |
| ● | the timing and magnitude of investments in the growth of our business; | |
| ● | actual or anticipated changes in laws and regulations; | |
| ● | additions or departures of key management or other personnel; | |
| ● | increased labor costs; | |
| ● | disputes or other developments related to intellectual property or other proprietary rights, including litigation; | |
| ● | the ability to market new and enhanced solutions on a timely basis; | |
| ● | sales of substantial amounts of our common stock by the Board, executive officers or significant stockholders or the perception that such sales could occur; | |
| ● | changes in capital structure, including future issuances of securities or the incurrence of debt; and | |
| ● | general economic, political and market conditions. |
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In addition, the stock market in general, and the stock prices of technology companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors may seriously affect the market price of our common stock, regardless of actual operating performance. In addition, in the past, following periods of volatility in the overall market and the market price of a particular company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted, could result in substantial costs and a diversion of management’s attention and resources.
The market price of our common stock could be adversely affected by sales of substantial amounts of our common stock in the public or private markets or the perception in the public markets that these sales may occur.
As of September 5, 2023, we have 10,876,248 shares of our common stock issued and outstanding. In addition, we have agreed to register under the terms of this registration statement the shares of common stock to purchase shares of our common stock. We cannot predict the size of future issuances of common stock or securities convertible into common stock or the effect, if any, that future issuances or sales of shares of common stock will have on the market price of common stock. Sales of substantial amounts of common stock, or the perception that such sales could occur, may adversely affect prevailing market prices of common stock.
Because we have no current plans to pay cash dividends on common stock for the foreseeable future, you may not receive any return on investment unless you sell common stock for a price greater than that which you paid for it.
We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends as a public company in the future will be made at the discretion of the Board and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that the Board may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur. As a result, you may not receive any return on an investment in common stock unless you sell common stock for a price greater than that which you paid for it.
If securities or industry analysts do not publish or cease publishing research or reports about us, our business, or our market, or if they change their recommendations regarding our securities adversely, the price and trading volume of our securities could decline.
The trading market for our securities will be influenced by the research and reports that industry or securities analysts may publish about us, our business, market or competitors. Securities and industry analysts do not currently, and may never, publish research on us. If no securities or industry analysts commence coverage of us, our share price and trading volume would likely be negatively impacted. If any of the analysts who may cover us change their recommendation regarding our shares of common stock adversely, or provide more favorable relative recommendations about our competitors, the price of our shares of common stock would likely decline. If any analyst who may cover us were to cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our share price or trading volume to decline.
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Our bylaws include a forum selection clause, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us, remove current management or to be acquired by a third party.
Our bylaws require that, unless we consent in writing to the selection of an alternative forum, either (i) the Court of Chancery of the State of Delaware is to be the sole and exclusive forum for (a) any derivative action or proceeding brought on our behalf, (b) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (c) any action asserting a claim arising pursuant to any provision of the General Corporation Law of the State of Delaware or our bylaws or (d) any action or proceeding asserting a claim governed by the internal affairs doctrine or (ii) the federal district court in the State of Delaware will be the exclusive forum for a cause of action arising under the Securities Act and the Exchange Act. In addition, our bylaws could make it more difficult for a third party to acquire us or to remove current management through provisions that preclude cumulative voting in the election of directors and that allow our bylaws to be adopted, amended or repealed by our board of directors.
This exclusive forum provision will apply to other state and federal law claims including actions arising under the Securities Act (although our stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder). Section 22 of the Securities Act, however, creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, there is uncertainty as to whether a court would enforce such a forum selection provision as written in connection with claims arising under the Securities Act. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock is deemed to have notice of and consented to the foregoing provisions. This forum selection provision in our bylaws may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us. It is also possible that, notwithstanding the forum selection clause included in our bylaws, a court could rule that such a provision is inapplicable or unenforceable.
USE OF PROCEEDS
This prospectus relates to shares of our common stock that may be offered and sold from time to time by the Selling Stockholders. We will receive no proceeds from the sale of shares of common stock by the Selling Stockholders in this offering. See “Plan of Distribution” elsewhere in this prospectus for more information.
The aggregate proceeds to the Selling Stockholders from the sale of the securities offered by them will be the purchase price of the securities less discounts or commissions, if any. Each of the Selling Stockholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of securities to be made directly or through agents. We will not receive any of the proceeds from the sale or other disposition of the securities by the Selling Stockholders.
MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our common stock as of September 5, 2023, is quoted on the OTC Pink market under the symbol NORD. As of September 5, 2023, there were 133 holders of record of our common stock.
The last reported sales price of our common stock on the OTC Pink market on November 7, 2023, was $0.80 per share.
Dividend Policy
We have not declared nor paid any cash dividend on our common stock, and we currently intend to retain future earnings, if any, to finance the expansion of our business, and we do not expect to pay any cash dividends in the foreseeable future. The decision whether to pay cash dividends on our common stock will be made by our board of directors, in their discretion, and will depend on our financial condition, results of operations, capital requirements and other factors that our board of directors considers significant.
SELLING STOCKHOLDERS
This prospectus relates to the possible resale by the Selling Stockholders. We do not know how long the Selling Stockholders will hold the shares of our common stock before selling them, and we currently have no agreements, arrangements or understandings with the Selling Stockholders regarding the sale of any of the shares of our common stock. See “Plan of Distribution.” The Selling Stockholders acquired their shares of our common stock through the SPA with Reddington Partners in October 2021 and the Contribution Agreement in February 2023.
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The table below sets forth, to our knowledge, information concerning the beneficial ownership of shares of our common stock by the Selling Stockholders as of September 5, 2023. The percentages of shares owned before and after the offering are based on 10,876,248 shares of common stock outstanding. The information in the table below with respect to the Selling Stockholders has been obtained solely from information supplied to us by the Selling Stockholders and assumes the sale of all the shares offered hereby. Other than as described in the footnotes below, the Selling Stockholders have not, within the past three years, had any position, office or other material relationship with us or any of our predecessors or affiliates other than as a holder of our securities, or are broker-dealers or affiliates of a broker-dealer. Information concerning the Selling Stockholders may change from time to time and, if necessary and required, we will amend or supplement this prospectus accordingly.
Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to shares. Unless otherwise indicated below, to our knowledge, all persons named in the table have sole voting and investment power with respect to their shares of common stock. The inclusion of any shares in this table does not constitute an admission of beneficial ownership for the person named below.
| Selling Stockholder | Number
of Shares of Common Stock Beneficially Owned Prior to Offering(1) | Maximum Number of Shares of Common Stock to be Sold Pursuant to This Prospectus | Number
of | Percentage of Common Stock Owned After the Offering(2) | ||||||||||||
| J. Albertsen Holding ApS(3) | 25,000 | 25,000 | 0 | 0 | % | |||||||||||
| Jan Andreasen | 20,000 | 20,000 | 0 | 0 | % | |||||||||||
| AP Holding Haarlev ApS(4) | 25,000 | 25,000 | 0 | 0 | % | |||||||||||
| Egede Byg ApS(5) | 46,667 | 46,667 | 0 | 0 | % | |||||||||||
| Falstero ApS(6) | 60,000 | 60,000 | 0 | 0 | % | |||||||||||
| Hauerberg Holding ApS(7) | 50,000 | 50,000 | 0 | 0 | % | |||||||||||
| HBH Invest ApS(8) | 105,000 | 105,000 | 0 | 0 | % | |||||||||||
| Misfeldt Holding ApS(9) | 30,000 | 30,000 | 0 | 0 | % | |||||||||||
| Modana ApS(10) | 35,071 | 35,071 | 0 | 0 | % | |||||||||||
| Pandrup Holding ApS(11) | 50,000 | 50,000 | 0 | 0 | % | |||||||||||
| Soegaarden Holding ApS(12) | 100,000 | 100,000 | 0 | 0 | % | |||||||||||
| Solgaard Holding ApS(13) | 20,000 | 20,000 | 0 | 0 | % | |||||||||||
| Bach Holding Haslev ApS(14) | 100,000 | 100,000 | 0 | 0 | % | |||||||||||
| Bengaard+Co ApS(15) | 17,500 | 17,500 | 0 | 0 | % | |||||||||||
| Freddy Christensen | 40,000 | 40,000 | 0 | 0 | % | |||||||||||
| CLIF ApS(16) | 10,000 | 10,000 | 0 | 0 | % | |||||||||||
| CSLPL Holding 2019 ApS(17) | 200,000 | 200,000 | 0 | 0 | % | |||||||||||
| Rolf Gedsted Djurtoft | 96,667 | 96,667 | 0 | 0 | % | |||||||||||
| F.F Invest A/S(18) | 55,000 | 55,000 | 0 | 0 | % | |||||||||||
| Anne Pirttimaki Fogh | 30,300 | 30,300 | 0 | 0 | % | |||||||||||
| Torben Fogh | 37,880 | 37,880 | 0 | 0 | % | |||||||||||
| FSMT Holding ApS(19) | 87,121 | 87,121 | 0 | 0 | % | |||||||||||
| Kim Fuglsang | 80,167 | 80,167 | 0 | 0 | % | |||||||||||
| GK Partners ApS(20) | 2,933,071 | 2,933,071 | 0 | 0 | % | |||||||||||
| Bjarne Christian Leth Hansen | 73,400 | 73,400 | 0 | 0 | % | |||||||||||
| Bo Vestergaard Hansen | 30,000 | 30,000 | 0 | 0 | % | |||||||||||
| Hans Joergen Hansen | 330,000 | 330,000 | 0 | 0 | % | |||||||||||
| Sonja Misfeldt Hansen | 70,000 | 70,000 | 0 | 0 | % | |||||||||||
| Helle Invest ApS(21) | 40,000 | 40,000 | 0 | 0 | % | |||||||||||
| Johannes Holt | 175,000 | 175,000 | 0 | 0 | % | |||||||||||
| Erwin Iwersen | 60,000 | 60,000 | 0 | 0 | % | |||||||||||
| Joern H. Jensen | 100,000 | 100,000 | 0 | 0 | % | |||||||||||
| John Gerhard Jensen | 125,000 | 125,000 | 0 | 0 | % | |||||||||||
| JJTA Holding II ApS(22) | 250,948 | 250,948 | 0 | 0 | % | |||||||||||
| JP Holding, Soroe ApS(23) | 652,000 | 652,000 | 0 | 0 | % | |||||||||||
| Kimp Holding ApS(24) | 25,000 | 25,000 | 0 | 0 | % | |||||||||||
| Joergen Kirkegaard | 65,828 | 65,828 | 0 | 0 | % | |||||||||||
| Krume Holding ApS(25) | 30,000 | 30,000 | 0 | 0 | % | |||||||||||
| KTM 6056 ApS(26) | 40,000 | 40,000 | 0 | 0 | % | |||||||||||
| Martin Larsen | 20,000 | 20,000 | 0 | 0 | % | |||||||||||
| Poul Erik Larsen | 20,000 | 20,000 | 0 | 0 | % | |||||||||||
| Life Science Powerhouse ApS(27) | 125,000 | 125,000 | 0 | 0 | % | |||||||||||
| Mag Mile Capital, LLC(28) | 200,000 | 200,000 | 0 | 0 | % | |||||||||||
| Rene Mangurten | 60,800 | 60,800 | 0 | 0 | % | |||||||||||
| Jens Mark | 16,000 | 16,000 | 0 | 0 | % | |||||||||||
| Per Markussen | 95,167 | 95,167 | 0 | 0 | % | |||||||||||
| Orla Mathiasen | 20,000 | 20,000 | 0 | 0 | % | |||||||||||
| Claus Boegh Mortensen | 85,000 | 85,000 | 0 | 0 | % | |||||||||||
| MSVD Holding ApS(29) | 270,000 | 270,000 | 0 | 0 | % | |||||||||||
| Next Up ApS(30) | 356,135 | 356,135 | 0 | 0 | % | |||||||||||
| Henrik Blom Nielsen | 20,000 | 20,000 | 0 | 0 | % | |||||||||||
| Karl Adler Oestergaard | 50,000 | 50,000 | 0 | 0 | % | |||||||||||
| Tove L. Pedersen | 50,000 | 50,000 | 0 | 0 | % | |||||||||||
| Peter N.S. Holding ApS(31) | 37,500 | 37,500 | 0 | 0 | % | |||||||||||
| Flemming Kaare Rasmussen | 93,668 | 93,668 | 0 | 0 | % | |||||||||||
| Jasonic v/Kaare Rasmussen | 50,000 | 50,000 | 0 | 0 | % | |||||||||||
| Michael Reinhard | 100,000 | 100,000 | 0 | 0 | % | |||||||||||
| Peter Rimfort | 77,467 | 77,467 | 0 | 0 | % | |||||||||||
| Gert D. Schmidt | 87,500 | 87,500 | 0 | 0 | % | |||||||||||
| Peter Ahrenfeldt Schroeder | 20,000 | 20,000 | 0 | 0 | % | |||||||||||
| Mogens Schwensen | 20,000 | 20,000 | 0 | 0 | % | |||||||||||
| Solution Holding ApS(32) | 50,000 | 50,000 | 0 | 0 | % | |||||||||||
| Helle Splittorff | 25,000 | 25,000 | 0 | 0 | % | |||||||||||
| Kimmie Spang Svendsen | 40,000 | 40,000 | 0 | 0 | % | |||||||||||
| Lise Theil | 100,000 | 100,000 | 0 | 0 | % | |||||||||||
| TPTCK Holding ApS(33) | 70,000 | 70,000 | 0 | 0 | % | |||||||||||
| TSH Invest I/S(34) | 480,000 | 480,000 | 0 | 0 | % | |||||||||||
| John Vestergaard | 20,000 | 20,000 | 0 | 0 | % | |||||||||||
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| (1) | Under applicable SEC rules, a person is deemed to beneficially own securities which the person has the right to acquire within 60 days through the exercise of any option or warrant or through the conversion of a convertible security. Also under applicable SEC rules, a person is deemed to be the “beneficial owner” of a security with regard to which the person directly or indirectly, has or shares (a) voting power, which includes the power to vote or direct the voting of the security, or (b) investment power, which includes the power to dispose, or direct the disposition, of the security, in each case, irrespective of the person’s economic interest in the security. Each listed selling stockholder has the sole investment and voting power with respect to all shares of common stock shown as beneficially owned by such selling stockholder, except as otherwise indicated in these footnotes. |
| (2) | We do not know when or in what amounts the Selling Stockholders may offer shares for sale. The Selling Stockholders may not sell any or all of the shares offered by this prospectus. Because the Selling Stockholders may offer all or some of the shares pursuant to this offering and because there are currently no agreements, arrangements, or undertakings with respect to the sale of any of the shares, we cannot estimate the number of shares that will be held by the Selling Stockholders after completion of this offering. However, for illustrative purposes of this table, we have assumed that, after completion of this offering, none of the shares covered by this prospectus will be held by the Selling Stockholders. |
| (3) | J. Albertsen Holding ApS is managed by Julie Abildgaard Albertsen who has sole voting and dispositive power over the shares held by J. Albertsen Holding ApS. The business address of this stockholder is Hammershusgade 15, Koebenhavn 2100, Denmark. |
| (4) | AP Holding Haarlev ApS is managed by Anders Erland Pedersen who has sole voting and dispositive power over the shares held by AP Holding Haarlev ApS. The business address of this stockholder is Haandvaerkevej 10, Haarlev 4652, Denmark. |
| (5) | Egede Byg ApS is managed by Kim Egede Johannessen who has sole voting and dispositive power over the shares held by Egede Byg ApS. The business address of this stockholder is Kjaerstrupvej 3, Valby 2500, Denmark. |
| (6) | Falstero ApS is managed by Thomas Larsen who has sole voting and dispositive power over the shares held by Falstero ApS. The business address of this stockholder is Vosborgvej 26, Kastrup 2770, Denmark. |
| (7) | Hauerberg Holding ApS is managed by Jytte Trine Hauerberg who has sole voting and dispositive power over the shares held by Hauerberg Holding ApS. The business address of this stockholder is Villingebaekvej 73, Hornbaek 3100, Denmark. |
| (8) | HBH Invest ApS is managed by Hans Bonde Hansen who has sole voting and dispositive power over the shares held by HBH Invest ApS. The business address of this stockholder is Nr Vedbyvej 12, Noerre Alslev 4840, Denmark. |
| (9) | Misfeldt Holding ApS is managed by Sonja Misfeldt Hansen who has sole voting and dispositive power over the shares held by Misfeldt Holding ApS. The business address of this stockholder is Bistrup Park 29, Birkeroed 3460, Denmark. |
| (10) | Modana ApS is managed by Niels Aalbaek Jensen who has sole voting and dispositive power over the shares held by Modana ApS. The business address of this stockholder is Rosenvej 3, Soroe 4180, Denmark. |
| (11) | Pandrup Holding ApS is managed by Erik Pandrup who has sole voting and dispositive power over the shares held by Pandrup Holding ApS. The business address of this stockholder is Hollaendervej 54, Middelfart 5500 Denmark. |
| (12) | Soegaarden Holding ApS is managed by John Riis who has sole voting and dispositive power over the shares held by Soegaarden Holding ApS. The business address of this stockholder Orevej 11, Stenloese 3660, Denmark. |
| (13) | Solgaard Holding ApS is managed by Karsten Solgaard who has sole voting and dispositive power over the shares held by Solgaard Holding ApS. The business address of this stockholder Langoegade 1 1tv, Koebenhavn 2100, Denmark. |
| (14) | Bach Holding Haslev ApS is managed by Lars Bach Olsen who has sole voting and dispositive power over the shares held by Bach Holding Haslev ApS. The business address of this stockholder is Foerslev Tuerum 4, Haslev 4690, Denmark. |
| (15) | Bengaard+Co ApS is managed by Martin Bengaard who has sole voting and dispositive power over the shares held by Bengaard+Co ApS. The business address of this stockholder is Herrestrupvej 36, Dianalund 4293, Denmark. |
| (16) | CLIF ApS is managed by Lars Monberg who has sole voting and dispositive power over the shares held by CLIF ApS. The business address of this stockholder is Elme Alle 42d, Taastrup 2630, Denmark. |
| (17) | CSLPL Holding 2019 ApS is managed by Per Lauridsen who has sole voting and dispositive power over the shares held by CSLPL Holding 2019 ApS. The business address of this stockholder is Gyvelvej 24, Solroed Strand 2680, Denmark. |
| (18) | F.F Invest A/S is managed by Flemming Frederiksen who has sole voting and dispositive power over the shares held by F.F Invest A/S. The business address of this stockholder is Kajeroed Vaenge 31, Birkeroed 3460, Denmark. |
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| (19) | FSMT Holding ApS is managed by Flemming Schmidt who has sole voting and dispositive power over the shares held by FSMT Holding ApS. The business address of this stockholder is Oesterkobbel 27, Augustenborg 6440, Denmark. |
| (20) | GK Partners ApS is managed by Tom Glaesner Larsen who has sole voting and dispositive power over the shares held by GK Partners ApS. The business address of this stockholder is Dyrehavevej 3B, Klampenborg 2930, Denmark. |
| (21) | Helle Invest ApS is managed by Anne Helle who has sole voting and dispositive power over the shares held by Helle Invest ApS. The business address of this stockholder is Ved Gaerdet 11, Hoeng 4270, Denmark. |
| (22) | JJTA Holding II ApS is managed by Jan Daugaard Peters who has sole voting and dispositive power over the shares held by JJTA Holding II ApS. The business address of this stockholder is Strandvejen 22, Kolding 6000, Denmark. |
| (23) | JP Holding, Soroe ApS is managed by Jes Pedersen who has sole voting and dispositive power over the shares held by JP Holding, Soroe ApS. The business address of this stockholder is Brobyvej 89B, Soroe 4180, Denmark. |
| (24) | Kimp Holding ApS is managed by Kim Pedersen who has sole voting and dispositive power over the shares held by Kimp Holding ApS. The business address of this stockholder is Brunevang 8, Broenshoej 2700, Denmark. |
| (25) | Krume Holding ApS is managed by Andrej Krume who has sole voting and dispositive power over the shares held by Krume Holding ApS. The business address of this stockholder is Bregneroedvej 153B, Birkeroed 3460, Denmark. |
| (26) | KTM 6056 ApS is managed by Kim Takata Mücke who has sole voting and dispositive power over the shares held by KTM 6056 ApS. The business address of this stockholder is Weidekampsgade 6, Koebenhavn S 2300, Denmark. |
| (27) | Life Science Power House ApS is managed by Christian Hill-Madsen who has sole voting and dispositive power over the shares held by Life Science Power House ApS. The business address of this stockholder is Mesterlodden 3a, Gentofte 2820, Denmark. |
| (28) | Mag Mile Capital, LLC is managed by Rushi Shah who has sole voting and dispositive power over the shares held by Mag Mile Capital, LLC. The business address of this stockholder is 1141 W Randolph Street Floor 2, Chicago, IL 60607. |
| (29) | MSVD Holding ApS is managed by Mads Ulrich Volstrup who has sole voting and dispositive power over the shares held by MSVK Holding ApS. The business address of this stockholder is Gl. Vindingevej 638, Nyborg 5800, Denmark. |
| (30) | Next Up ApS is managed by John Rishoej Pedersen who has sole voting and dispositive power over the shares held by Next Up ApS. The business address of this stockholder is Sindalsvej 36A, St. tv., Risskov 8240, Denmark. |
| (31) | Peter N.S. Holding ApS is managed by Peter Nicolai Skovgaard who has sole voting and dispositive power over the shares held by Peter N.S. Holding ApS. The business address of this stockholder is Stensbyvej 15, Skovlunde 2740, Denmark. |
| (32) | Solution Holding ApS is managed by Jacob Juhl Jakobsen who has sole voting and dispositive power over the shares held by Solution Holding ApS. The business address of this stockholder is Fyrrevang 76, Floeng Hedehusene 2640, Denmark. |
| (33) | TPTCK Holding ApS is managed by Christian Krogh who has sole voting and dispositive power over the shares held by TPTCK Holding ApS. The business address of this stockholder is Udbyhoejvej 99, Randers 8930, Denmark. |
| (34) | TSH Invest I/S is managed by Jytte Trine Hauerberg who has sole voting and dispositive power over the shares held by TSH Invest I/S. The business address of this stockholder is Villingebaekvej 73, Hornbaek 3100, Denmark. |
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
The following discussion should be read in conjunction with the consolidated financial statements and the related notes contained elsewhere in this prospectus. In addition to historical information, the following discussion contains forward looking statements based upon current expectations that are subject to risks and uncertainties. Actual results may differ substantially from those referred to herein due to a number of factors, including, but not limited to, risks described in the section entitled “Risk Factors” and elsewhere in this prospectus.
General
Our executive offices are located at 3651 Lindell Road, Suite D565, Las Vegas, NV 89103, telephone (424) 256-8560. Our corporate website address is www.nordicuspartners.com.
Overview
We were founded in 1993 as a subsidiary of PolyMedica Corporation (“PolyMedica”). In June 1996, PolyMedica distributed all of the shares of CardioTech International, Inc.’s common stock, par value $0.01 per share, which PolyMedica owned, to PolyMedica stockholders of record. We were engaged in the business of developing advanced polymer materials for use in medical devices designed for treating a broad range of anatomical sites and disease states. In July 1999, we acquired the assets of Tyndale-Plains-Hunter, a manufacturer of specialty hydrophilic polyurethanes.
In April 2001, we acquired Catheter and Disposables Technology, Inc. (“CDT”), a contract manufacturer of advanced disposable medical devices. In April 2003, we acquired Gish Biomedical, Inc. (“Gish”), a manufacturer of single use cardiopulmonary bypass products. In the development of our business model, we reviewed the strategic fit of our various business operations and determined that CDT and Gish did not fit our strategic direction. Gish was sold in July 2007 and CDT was sold in March 2008.
Effective October 26, 2007, we were reincorporated from a Massachusetts corporation to a Delaware corporation. We changed our name from CardioTech International, Inc. to AdvanSource Biomaterials Corporation, effective October 15, 2008.
On November 25, 2019, we entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Mitsubishi Chemical Performance Polymers, Inc., a Delaware corporation (“MCPP”) for the sale of substantially all of our assets for a total purchase price of $7,250,000. The Asset Purchase Agreement was approved by our stockholders on January 21, 2020. As a result, we ceased operating as a manufacturer and seller of advanced polymers on January 31, 2020 (the “Closing Date”). Subsequent to the Closing Date, we became engaged in efforts to identify an (i) operating company to acquire or merge with through an equity-based exchange transaction or (ii) investor interested in purchasing a majority interest in our common stock, whereby either transaction would likely result in a change in control.
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On March 3, 2020, we filed a Certificate of Amendment to our Certificate of Incorporation to change our name from AdvanSource Biomaterials Corporation to EKIMAS Corporation.
On October 12, 2021, we entered into a Stock Purchase Agreement (the “SPA”) with Reddington Partners LLC, a California limited liability company (“Reddington”) providing for the purchase of a total of 5,114,475 of our common stock, on a post-split basis, or approximately 90% of our total shares of common stock outstanding for total cash consideration of $400,000. Reddington purchased in two tranches on October 12, 2021, and March 15, 2022.
Pursuant to the SPA, we effectuated a 1-for 50 reverse stock split on March 11, 2022 (the “Reverse Split”). Accordingly, on a post-split basis, the shares purchased in connection with the First Closing resulted in Reddington owning 422,725 shares of our common stock. As set forth in the SPA, Reddington then purchased from us on March 15, 2022, an additional 4,691,750 shares of our common stock, on a post-split basis (the “Second Closing”). After the issuance thereof Reddington owned 5,114,475 shares of our common stock, or approximately 90% of our total shares of common stock outstanding.
On February 23, 2023, we entered into a Contribution Agreement with Nordicus Partners A/S, a Danish stock corporation, GK Partners ApS (“GK Partners”), Henrik Rouf and Life Science Power House ApS (collectively, the “Sellers”). Pursuant to the Contribution Agreement, the Sellers contributed, transferred, assigned and conveyed to us all right, title and interest in and to one hundred percent (100%) of the issued and outstanding capital stock of Nordicus Partners A/S for an aggregate of 2,500,000 shares of our common stock. As a result of the business combination, Nordicus Partners A/S became our wholly owned subsidiary.
On May 17, 2023, we changed our name to Nordicus Partners Corporation and our ticker symbol to NORD.
We are now a financial consulting company, specializing in providing Nordic and other international companies with the best possible conditions to establish themselves on the U.S. market, taking advantage of management’s combined +90 years of experience in the corporate sector, serving in different capacities both domestically and globally.
Our core competencies lie in assisting Danish, as well as other Nordic and international companies, with advice regarding various areas of corporate finance activities.
Results of Operations
Fiscal Year Ended March 31, 2023 Compared to the Fiscal Year Ended March 31, 2022
Operating Expenses
During the fiscal year ended March 31, 2023, we had stock-based compensation to related parties of $8,141,501, for the fair value of warrants issued. We had no stock-based compensation expense in the prior year.
For the fiscal year ended March 31, 2023, we had professional fees of $102,286 compared to $119,863 for the fiscal year ended March 31, 2022, a decrease of $17,577 or 14.7%. The decrease is largely due to a decrease of accounting fees.
For the fiscal year ended March 31, 2023, we had consulting fees of $39,602 compared to $105,565 for the fiscal year ended March 31, 2022, a decrease of $65,963 or 62.5%. The decrease is largely due to a decrease of consulting fees for our prior CEO.
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For the fiscal year ended March 31, 2023, we had general and administrative expenses of $196,500 compared to $83,743 for the fiscal year ended March 31, 2022, an increase of $112,757 or 134.6%. The increase in G&A expense is mainly due to the expense related to a cash distribution of $141,693.
Other Income
For the fiscal year ended March 31, 2023, we had interest expense of $382 and other income of $8,055, for total other income of $7,673. For the fiscal year ended March 31, 2022, we had other income of $22,000, from a cash deposit in connection with a non-binding arrangement.
Net Loss
For the fiscal year ended March 31, 2023, we had a net loss of $8,472,216 compared to $287,171 in the prior year. The large increase in our net loss in the current fiscal year is due to the non-cash expense we incurred as discussed above.
Liquidity, Capital Resources and Going Concern
As of March 31, 2023, we had cash of $7,149, a decrease of $238,796 when compared with a balance of $245,945 as of March 31, 2022.
During the fiscal year ended March 31, 2023, we had net cash of $368,347 used in operating activities compared to $282,381 used in operating activities in the prior year.
There was no cash used in or provided by investing activities during the fiscal years ended March 31, 2023 and 2022.
During the fiscal year ended March 31, 2023, net cash of $128,886 provided by financing activities. We received $115,000 from the exercise of warrants and $13,886 from a related party. We received and repaid a $40,000 loan payable.
During the fiscal year ended March 31, 2022, we had net cash of $400,000 provided by financing activities which was a result of the issuance of an additional 5,114,475 shares of our common stock to a private investor in consideration of $400,000 in cash.
Our financial statements have been presented on the basis that we are a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. During the fiscal years ended March 31, 2023 and 2022, we reported a net loss of approximately $8,472,000 and $287,000, respectively. Cash flows of approximately $368,000 and $282,000 were used in operations for the fiscal years ended March 31, 2023 and 2022, respectively. As a result, we expect our funds will not be sufficient to meet our needs for more than twelve months from the date of issuance of these financial statements. Accordingly, management believes there is substantial doubt about our ability to continue as a going concern.
Off-Balance Sheet Arrangements
As of March 31, 2023, we did not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.
Critical Accounting Policies
Refer to Note 2 of our financial statements contained elsewhere in this Form 10-K for a summary of our critical accounting policies and recently adopted and issued accounting standards.
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Results of Operations
Three Months Ended June 30, 2023 Compared to the Three Months Ended June 30, 2022 (Unaudited)
Operating Expenses
During the three months ended June 30, 2023, we had officer compensation expense of $27,000. On April 17, 2023, our Board of Directors approved an employment agreement for our chief executive officer, Henrik Rouf, and a consulting agreement for our chief financial officer, Bennett J. Yankowitz.
Mr. Rouf’s employment agreement provides for a base salary of $72,000 per year, commencing April 1, 2023, and has a term of one year.
Mr. Yankowitz’s consulting agreement provides for a base salary of $36,000 per year, commencing April 1, 2023, and has a term of one year.
During the three months ended June 30, 2022, we had stock-based compensation to a related party of $5,009,771, for the fair value of warrants issued. We had no stock-based compensation expense in the current period.
For the three months ended June 30, 2023, we had professional fees of $19,925 compared to $9,004 for the three months ended June 30, 2022, an increase of $10,921 or 121.2%. The increase is largely due to increased legal expenses associated with the Contribution agreement with Nordicus Partners A/S.
For the three months ended June 30, 2023, we had general and administrative expenses of $4,664 compared to $16,359 for the three months ended June 30, 2022, a decrease of $11,695 or 71.4%. In the current period our transfer agent fees decreased approximately $6,600 and our advisory fees $3,000.
Other Income
For the three months ended June 30, 2023, we had interest income of $1,913 and other income of $9,380, for total other income of $11,293. We had no other income or expense in the prior period.
Net Loss
For the three months ended June 30, 2023, we had a net loss of $40,296 compared to $5,035,134 in the prior period. The large decrease in our net loss is due to the non-cash expense we incurred in the prior period as discussed above.
Liquidity and Capital Resources
During the three months ended June 30, 2023, we used $48 in operating activities compared to $59,976 used in operating activities in the prior period.
There was no cash used in or provided by investing activities during the three months ended June 30, 2023 and 2022.
During the three months ended June 30, 2023, we received $25,000 from financing activities from the exercise of warrants.
Critical Accounting Policies
Refer to Note 2 of our financial statements contained elsewhere in this Form 10-Q for a summary of our critical accounting policies and recently adopted and issued accounting standards.
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Off-Balance Sheet Arrangements
As of June 30, 2023, we did not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.
BUSINESS
Overview
We are a financial consulting company, specializing in providing Nordic and other international companies with the best possible conditions to establish themselves on the U.S. market, taking advantage of management’s combined +90 years of experience in the corporate sector, serving in different capacities both domestically and globally.
Our core competencies lie in assisting Danish as well as other Nordic and international companies in different areas of corporate finance activities, such as:
| ● | Business valuation | |
| ● | Growth strategy – budgeting included | |
| ● | Investment Memorandum | |
| ● | Attracting capital for businesses | |
| ● | Reverse Take Overs (RTOs) | |
| ● | Company acquisitions and sales |
The aforementioned areas of expertise are widely applicable in a lot of industries; however, the companies we service primarily operate in the following sectors:
| ● | Green Energy / Clean Tech, | |
| ● | Life Science, | |
| ● | E-commerce, | |
| ● | Blockchain, and | |
| ● | SaaS |
Our mission going forward, is to assist the right Nordic and other international companies realize their growth strategy, by fine tuning systems and processes, sharpening the commercial focus and providing companies with the best possible guidance and setup suited to successfully establish themselves on the U.S. market.
Through our business operations, we are being presented with numerous business opportunities and ventures. On occasion we view some of those businesses attractive enough to engage with ourselves and thus acquire an ownership stake in the company. Hence, potentially creating an added revenue stream – alongside the fees from our corporate finance services – if the company’s value increases over time.
Besides the value we provide through our direct involvement with the companies, we have a comprehensive network of business partners and associates, which spans across Europe and the U.S.
We also operate as a business incubator, in which we can provide added value by accelerating and smoothing companies’ transition to the U.S. through a number of support resources and services such as office space, lawyers, bookkeepers, marketing specialists, etc. with years of experience navigating through the U.S. marketplace. Hence, providing companies with the optimal conditions needed for their international expansion.
Facilities
Our headquarters are located in Las Vegas, Nevada, where we currently utilize shared office and shop space with a monthly lease term. We believe this space is sufficient to meet our needs for the foreseeable future and that any additional space we may require in Las Vegas will be available on commercially reasonable terms.
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Employees
We currently have only one full-time employee, Henrik Rouf, and currently use consultants to perform, bookkeeping, accounting, engineering and installation services. The use of consultants and contractors has enabled us to keep overhead costs low by utilizing resources as needed. However, we expect to employ additional personnel following receipt of sufficient funding to do so as discussed above. We will strive to offer competitive employee compensation and benefits in order to attract and retain a skilled and diverse work force.
Legal Proceedings
We are not party to any material legal proceedings. From time to time, we may be involved in legal proceedings or subject to claims incident to the ordinary course of business. Regardless of the outcome, such proceedings or claims can have an adverse impact on us because of defense and settlement costs, diversion of resources and other factors, and there can be no assurances that favorable outcomes will be obtained.
MANAGEMENT
Set forth below is certain information regarding our executive officers and directors. Each of the directors listed below was elected to our board of directors to serve until our next annual meeting of stockholders or until his or her successor is elected and qualified. All directors hold office for one-year terms until the election and qualification of their successors.
On June 9, 2023, Tom Glaesner Larsen resigned as a member of our Board of Directors, and the remaining members of the Board appointed Henrik Keller to fill the vacancy created by Mr. Larsen’s resignation.
The following table sets forth information regarding the members of our board of directors and our executive officers:
| Name | Age | Position | ||
| Henrik Rouf | 56 | President and Chief Executive Officer, Director | ||
| Henrik Keller | 68 | Director | ||
| Christian Hill-Madsen | 56 | Director | ||
| Bennett J. Yankowitz | 68 | Director and Chief Financial Officer |
There are no family relationships among our directors and executive officers.
Background of Executive Officers and Directors
Henrik Rouf—President and Chief Executive Officer and Member of our Board of Directors. Mr. Rouf joined our Board in March 2023. Since 2004 Mr. Rouf has been President of PacificWave Partners Inc., a California-based merchant bank, advising domestic and international companies on various financings. Mr. Rouf has 30 years of experience in the global finance markets, working as an international financier, merchant banker and fund manager. Mr. Rouf advises and finances companies in many industries, including (though not limited to) software, semiconductors, blockchain, healthcare, medical devices, biotechnology, restaurant chains, apparel, cannabis, clean tech and advertising. By being located and working in the United States for more than 30 years, Mr. Rouf has a vast network and extensive ties to especially the United States, but also to Europe and Asia. We believe that the significant experience that Mr. Rouf has in international finance and in management of such companies qualifies him to be a member of our Board of Directors.
Henrik Keller— Member of our Board of Directors. Mr. Keller joined our Board in June 2023. Mr. Keller has since August 2009 been the owner and Director of HK-Consult, a Danish firm providing advisory services to companies in Europe, the United Sates and Canada to assist with financings, product development and sales. Mr. Keller has a Bachelor in Business Administration. In light of the many years that Mr. Keller has in advising emerging companies throughout the world on how to increase their business, as well as his business acumen gained through his serving as owner, general manager and sales manager of companies, we believe that Mr. Keller will be a valuable member of our Board of Directors.
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Christian Hill-Madsen—Chairman of our Board of Directors. Mr. Hill-Madsen joined our Board in January 2023. Since August_ 2018 he has served as CEO of Life Science Power House ApS, a Denmark-based life science advisory and consultancy firm, and from September 1, 2013 to present, Mr. Hill-Madsen was the founder and CEO of the Hill-Consult, an executive search firm specializing in employee recruitment in the life science industry in the Nordics. We believe that the combination of management skills and ability to assist the growth of companies through identification of key employees to hire qualifies him to be a member of our Board of Directors.
Bennett J. Yankowitz—Chief Financial Officer and Member of our Board of Directors. Mr. Yankowitz has more than 30 years of experience as a corporate attorney with leading law firms, specializing in securities, financial and merger and acquisition transactions, and has a background in financial analysis and real estate investment and development. He is of counsel to the law firm Shumaker Mallory LLP, and was previously of counsel to its predecessor firm Parker Shumaker Mills LLP. He was previously counsel to Kaye Scholer LLP and a partner of Heenan Blaikie and of Stroock & Stroock & Lavan LLP. From 2002 to 2014, he was a director of Proteus Energy Corporation, a California-based private oil and gas production and development company and was its Chief Executive Officer from 2008 to 2014. He is currently chief financial officer and a member of the board of directors of RocketFuel Blockchain, Inc. Mr. Yankowitz earned his B.A. degree in Mathematics from the University of California, Berkeley (1977), his J.D. degree from the University of Southern California (1980), where he was an editor of the Southern California Law Review, and his LL.M. degree (First Class Honours) from the University of Cambridge (1981), where he was an Evan Lewis-Thomas Scholar at Sidney Sussex College. He is a member of the California and New York bars.
Our Board has concluded that Mr. Yankowitz is an appropriate person to represent management on our Board of Directors given his position as our Chief Financial Officer, his professional credentials, and his understanding of corporate regulatory matters and merger and acquisition activities.
Code of Conduct and Ethics
We have adopted a Code of Ethics that allows us to ensure that our disclosure controls and procedures remain effective. Our Code also defines the standard of conduct expected by our chief executive officer and director. A copy of our Code of Ethics is available on our website www.nordicuspartners.com and also will be furnished without charge to any person upon written request. Requests should be sent to: Chief Executive Officer, Nordicus Partners Corporation, 3651 Lindell Road, Suite D565, Las Vegas, Nevada 89103.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our securities to file reports of ownership and changes in ownership with the SEC. Based solely on a review of copies of such forms submitted to us, we believe that all persons subject to the requirements of Section 16(a) filed such reports on a timely basis in fiscal year 2023.
Corporate Governance and Guidelines
Our Board of Directors has long believed that good corporate governance is important to ensure that we manage our company for the long-term benefit of stockholders. The primary responsibilities of the Board are to provide oversight, strategic guidance, counseling, and direction to the Company’s management. During the past year, our Board of Directors has continued to review our governance practices in light of the Sarbanes-Oxley Act of 2002 and recently revised SEC rules and regulations. We intend to implement internal corporate governance guidelines and practices when we have available resources to implement these guidelines and practices. Such guidelines and practices, when implemented, will be furnished without charge to any person upon written request. Requests should be sent to: Chief Executive Officer, Nordicus Partners Corporation, 3651 Lindell Road, Suite D565, Las Vegas, Nevada 89103. The Board will meet on a regular basis and additionally as required.
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Committees of the Board of Directors
We currently have no separate audit, compensation, or nominating committees. The entire Board oversees our (i) audits and auditing procedures; (ii) compensation philosophies and objectives, establishment of remuneration levels for our executive officer, and implementation of our incentive programs; and (iii) identification of individuals qualified to become Board members and recommendation to our shareholders of persons to be nominated for election as directors.
Director Independence
We are not currently subject to listing requirements of any national securities exchange or inter-dealer quotation system which has requirements that a majority of the Board be “independent” and, as a result, we are not at this time required to have our Board comprised of a majority of “Independent Directors.” As of the date of this prospectus none of our directors are considered to be independent.
Role of the Board in Risk Oversight/Risk Committee
One of the key functions of the Board will be informed oversight of the Company’s risk management process. The Board does not currently anticipate having a standing risk management committee and administers this oversight function directly. In particular, the Board is responsible for monitoring and assessing strategic risk exposure and the Company’s major financial risk exposures and the steps its management will take to monitor and control such exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Board will also monitor compliance with legal and regulatory requirements.
Limitation on Liability and Indemnification of Directors and Officers
The Company’s Certificate of Incorporation limits directors’ liability to the fullest extent permitted under the DGCL. The DGCL provides that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except for liability:
● for any transaction from which the director derives an improper personal benefit;
● for any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
● for any unlawful payment of dividends or redemption of shares; or
● for any breach of a director’s duty of loyalty to the corporation or its stockholders.
If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of directors will be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.
Delaware law and the Company’s bylaws provide that the Company will, in certain situations, indemnify the Company’s directors and officers and may indemnify other employees and other agents, to the fullest extent permitted by law. Any indemnified person is also entitled, subject to certain limitations, to advancement, direct payment, or reimbursement of reasonable expenses (including attorneys’ fees and disbursements) in advance of the final disposition of the proceeding.
We intend to maintain a directors’ and officers’ insurance policy pursuant to which our directors and officers are insured against liability for actions taken in their capacities as directors and officers. We believe this will be necessary to attract and retain qualified persons as directors and officers.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, or control persons, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
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Compensation Committee Interlocks and Insider Participation
None of our directors or executive officers serves as a member of the board of directors or compensation committee of any other entity that has one or more of its executive officers serving as a member of our board of directors.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth the cash and non-cash compensation awarded to or earned by: (i) each individual who served as the principal executive officer and principal financial officer of the Company during the years ended March 31, 2023 and 2022; and (ii) each other individual that served as an executive officer of the Company at the conclusion of the years ended March 31, 2023 and 2022 and who received more than $100,000 in the form of salary and bonus during such year. For purposes of this report, these individuals are collectively the “named executive officers” of our Company.
| Named Executive Officer | Fiscal Year | Salary ($) | Bonus ($) | Option Awards ($) | All Other Compensation ($) | Total ($) | ||||||||||||||||||
| Bennett J. Yankowitz | 2023 | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||
| Chief Financial Officer (1) (3) | 2022 | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||
| Henrik Rouf | 2023 | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||
| Chief Executive Officer (3) | n/a | |||||||||||||||||||||||
| Former Named Executive Officer | ||||||||||||||||||||||||
| Michael F. Adams | 2023 | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||
| President & Chief Executive Officer (2) | 2022 | $ | - | $ | - | $ | - | $ | 12,000 | $ | 12,000 | |||||||||||||
| (1) | Effective October 12, 2021, Mr. Yankowitz was engaged as our Chief Executive Officer on a consultative basis and received no compensation during the fiscal years ended March 31, 2023 and 2022. On November 28, 2022, Mr. Yankowitz was granted a warrant to purchase 250,000 shares of our common stock at $1.00 per share. | |
| (2) | Mr. Adams, our former Chief Executive Officer, was a non-employee consultant and holder of less than 1.0% of our outstanding common stock as of March 31, 2022. | |
| (3) | In connection with the business combination, on February 23, 2023, with Nordicus Partners A/S, we appointed Henrik Rouf as our Chief Executive Officer, and Bennett J. Yankowitz resigned as our Chief Executive Officer and was appointed as our Chief Financial Officer. |
Employment and Advisory Agreements
On April 17, 2023, our Board of Directors approved an employment agreement for our Chief Executive Officer, Henrik Rouf, and a consulting agreement for our Chief Financial Officer, Bennett J. Yankowitz.
Mr. Rouf’s employment agreement provides for a base salary of $72,000 per year, commencing April 1, 2023, and has a term of one year.
Mr. Yankowitz’s consulting agreement provides for a base salary of $36,000 per year, commencing April 1, 2023, and has a term of one year.
The foregoing descriptions of the employment agreement with Mr. Rouf and the consulting agreement with Mr. Yankowitz are a summary only and are qualified in their entirety by the full text of those agreements, a copy of which is attached hereto as Exhibits 10.7 and 10.8, respectively, and are incorporated herein by reference.
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Outstanding Equity Awards at 2023 Fiscal Year-End
None.
Directors’ Compensation
We did not provide any Board compensation during the fiscal years ended March 31, 2023 and 2022.
Equity Compensation Plan Information
On August 16, 2023, our Board of Directors and stockholders adopted our 2017 Non-Qualified Equity Incentive Plan (the “2017 Plan”). The purpose of the Plan is to provide an incentive to attract and retain directors, officers, consultants, advisors and employees whose services are considered valuable, to encourage a sense of proprietorship, and to stimulate an active interest of these persons in our development and financial success. Under the Plan, we are authorized to issue up to 7,000,000 shares of common stock, non-qualified stock options, performance shares, restricted stock and long-term incentive awards.
Administration. The 2017 Plan is administered by the Board of Directors or the committee or committees as may be appointed by the Board of Directors from time to time (the “Administrator”). The Administrator determines the persons who are to receive awards, the types of awards to be granted, the number of shares subject to each such award and the terms and conditions of such awards. The Administrator also has the authority to interpret the provisions of the 2017 Plan and of any awards granted there under and to modify awards granted under the 2017 Plan. The Administrator may not, however, reduce the price of options or stock appreciation rights issued under the 2017 Plan without prior approval of the Company’s shareholders.
Eligibility. The 2017 Plan provides that awards may be granted to employees, officers, directors and consultants of the Company or of any parent, subsidiary or other affiliate of the Company as the Administrator may determine. A person may be granted more than one award under the 2017 Plan.
Shares that are subject to issuance upon exercise of an option under the 2017 Plan but cease to be subject to such option for any reason (other than exercise of such option), and shares that are subject to an award granted under the 2017 Plan but are forfeited or repurchased by the Company at the original issue price, or that are subject to an award that terminates without shares being issued, will again be available for grant and issuance under the 2017 Plan.
Terms of Options and Stock Appreciation Rights. The Administrator determines many of the terms and conditions of each option and SAR granted under the 2017 Plan, including whether the option is to be an incentive stock option or a non-qualified stock option, whether the SAR is a related SAR or a freestanding SAR, the number of shares subject to each option or SAR, and the exercise price of the option and the periods during which the option or SAR may be exercised. Each option and SAR is evidenced by a grant agreement in such form as the Administrator approves and is subject to the following conditions (as described in further detail in the 2017 Plan):
(a) Vesting and Exercisability: Options, restricted shares and SARs become vested and exercisable, as applicable, within such periods, or upon such events, as determined by the Administrator in its discretion and as set forth in the related grant agreement. The term of each option is also set by the Administrator. However, a related SAR will be exercisable at the time or times, and only to the extent, that the option is exercisable and will not be transferable except to the extent that the option is transferable. A freestanding SAR will be exercisable as determined by the Administrator but in no event after 10 years from the date of grant.
(b) Exercise Price: Each grant agreement states the related option exercise price, which, in the case of SARs, may not be less than 100% of the fair market value of the Company’s shares of common stock on the date of the grant. The exercise price of an incentive stock option granted to a 10% stockholder may not be less than 110% of the fair market value of shares of the Company’s common stock on the date of grant.
(c) Method of Exercise: The option exercise price is typically payable in cash, common stock or a combination of cash of common stock, as determined by the Administrator, but may also be payable, at the discretion of the Administrator, in a number of other forms of consideration.
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(d) Recapitalization; Change of Control: The number of shares subject to any award, and the number of shares issuable under the 2017 Plan, are subject to proportionate adjustment in the event of a stock dividend, spin-off, split-up, recapitalization, merger, consolidation, business combination or exchange of shares and the like. Except as otherwise provided in any written agreement between the participant and the Company in effect when a change in control occurs, in the event an acquiring company does not assume plan awards (i) all outstanding options and SARs shall become fully vested and exercisable; (ii) for performance-based awards, all performance goals or performance criteria shall be deemed achieved at target levels and all other terms and conditions met, with award payout prorated for the portion of the performance period completed as of the change in control and payment to occur within 45 days of the change in control; (iii) all restrictions and conditional applicable to any restricted stock award shall lapse; (iv) all restrictions and conditions applicable to any restricted stock units shall lapse and payment shall be made within 45 days of the change in control; and (v) all other awards shall be delivered or paid within 45 days of the change in control.
(e) Other Provisions: The option grant and exercise agreements authorized under the 2017 Plan, which may be different for each option, may contain such other provisions as the Administrator deems advisable, including without limitation, (i) restrictions upon the exercise of the option and (ii) a right of repurchase in favor of the Company to repurchase unvested shares held by an optionee upon termination of the optionee’s employment at the original purchase price.
Amendment and Termination of the 2017 Plan. The Administrator, to the extent permitted by law, and with respect to any shares at the time not subject to awards, may suspend or discontinue the 2017 Plan or amend the 2017 Plan in any respect; provided that the Administrator may not, without approval of the stockholders, amend the 2017 Plan in a manner that requires stockholder approval.
PRINCIPAL SECURITYHOLDERS
The following table sets forth certain information as of September 5, 2023, the beneficial ownership of our common stock by the following persons:
| ● | each person or entity who, to our knowledge, owns more than 5% of our common stock; | |
| ● | our executive officers named in the Summary Compensation Table above; | |
| ● | each director; and | |
| ● | all of our executive officers and directors as a group. |
Unless otherwise indicated in the footnotes to the following table, each person named in the table has sole voting and investment power and that person’s address is c/o 3651 Lindell Road, Suite D565, Las Vegas, NV 89103. Shares of common stock subject to options, warrants, or other rights currently exercisable or exercisable within 60 days of the date of this prospectus, are deemed to be beneficially owned and outstanding for computing the share ownership and percentage of the stockholder holding the options, warrants or other rights, but are not deemed outstanding for computing the percentage of any other stockholder. The beneficial ownership percentages set forth in the table below are based on approximately 10,796,248 shares of common stock issued and outstanding as of September 5, 2023.
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| Name and Address of Beneficial Owner | Amount
and Nature of Beneficial Ownership | Percentage
of Class (1) | ||||||
| Henrik
Rouf 7950 W. Sunset Blvd – Suite 629 Los Angeles, CA 90046 USA | 835,018 | (2) | 4.79 | % | ||||
| Bennett
Yankowitz 280 S. Beverly Dr., Suite 505 Beverly Hills, CA 90212 | 250,000 | (3) | 1.4 | % | ||||
| Christian
Hill-Madsen Marievej 2, 3 th 2900 Hellerup Denmark | 125,000 | (4) | * | % | ||||
| All officers and directors as a group (3 persons) | 1,210,018 | 6.94 | % | |||||
| Tom
Glaesner Larsen Dyrehavevej 5, 2 floor 2930 Klampenborg Denmark | 8,738,071 | (5) | 50.1 | % | ||||
* Less than 1%
| (1) | Based on 17,431,248 shares of common stock as of September 5, 2023, composed of 10,876,248 outstanding shares of our common stock and 6,555,000 shares of our common stock underlying outstanding warrants. | |
| (2) | Includes 578,618 shares of our common stock owned by Reddington Partners LLC of which Mr. Rouf is the sole beneficial owner. | |
| (3) | On November 28, 2022, Mr. Yankowitz was granted a warrant to purchase 250,000 shares of our common stock at $1.00 per share. | |
| (4) | Consists of 125,000 shares of our common stock owned by Life Science Power House ApS of which Mr. Hill-Madsen is a beneficial owner. | |
| (5) | Includes 5,805,000 shares of our common stock underlying a warrant issued to GK Partners on April 1, 2022, exercisable immediately at an exercise price of $1.00 per share and expiring on December 31, 2023. |
Grants of Plan-Based Awards
There were no grants of plan-based awards to our named executive officers during the fiscal years ended March 31, 2022, and March 31, 2023. There were no grants of plan-based awards to our named executive officers during the quarter ended June 30, 2023.
Outstanding Equity Awards
There were no outstanding equity awards held by our named executive officers as of March 31, 2023, or during the quarter ended June 30, 2023.
Nonqualified Deferred Compensation
We do not maintain any nonqualified deferred compensation plans.
Defined Contribution Plan
We do not currently have a defined contribution plan.
Stock Option and Other Employee Benefit Plans
The purpose of the 2017 Plan is to advance the interests of our stockholders by enhancing our ability to attract, retain and motivate persons who are expected to make important contributions and by providing such persons with equity ownership opportunities and performance-based incentives that are intended to better align the interests of such persons with those of our stockholders.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Except as set forth below, during the past three years, there have been no transactions, whether directly or indirectly, between the Company and any of its officers, directors or their family members.
Mr. Michael Adams, our former chief executive officer, was a non-employee consultant and holder of less than 1.0% of our outstanding common stock as of March 31, 2022. During the fiscal years ended March 31, 2023, and 2022, Mr. Adams earned $0 and $12,000, respectively, in consulting fees and was reimbursed $0 and $2,000, respectively, for office expenses and car allowance.
Mr. Yankowitz, our CFO and a director, is affiliated with legal counsel who provided us with general legal services (the “Affiliate”). We recorded legal fees paid to the Affiliate of $35,415 and $11,453 for the fiscal years ended March 31, 2023 and 2022, respectively. As of March 31, 2023 and 2022 we had a $12,217 and $11,512 payable due to the Affiliate. Mr. Yankowitz does not currently receive cash compensation for acting as our chief executive officer and sole director.
On November 28, 2022, we issued Bennett J. Yankowitz a warrant to purchase 250,000 shares of the Company’s Common Stock. The warrants have an exercise price of $1.00 per share and expire on December 31, 2027.
Mr. Tom Glasner Larsen is an affiliate of GK Partners and was a member of our board of directors from February 23, 2023, until his voluntary retirement on June 9, 2023. He was also a beneficial owner of a controlling interest in Nordicus Partners A/S until its acquisition by us on February 23, 2023.
On April 11, 2022, effective April 1, 2022, we issued to GK Partners for financial services a warrant to immediately purchase up to 6,000,000 shares of our common stock at an exercise price of $1.00 per share, which expires on December 31, 2023. On February 14, 2023, GK Partners exercised a portion of its warrant for 115,000 shares for total proceeds of $115,000, on June 26, 2023, GK Partners exercised a portion of its warrant for 25,000 shares for total proceeds of $25,000, on July 26, 2023, GK Partners exercised a portion of its warrant for 25,000 shares for total proceeds of $25,000 and on August 24, 2023, GK Partners exercised a portion of its warrant for 30,000 shares for total proceeds of $30,000.
On February 23, 2023, pursuant to the Contribution Agreement by and among the Company, Nordicus Partners A/S, GK Partners, Henrik Rouf and Life Science Power House, we issued 2,500,000 shares of the common. The shares were valued at $1.00 for total noncash expense of $2,500,000.
On June 20, 2023, we entered into a Stock Purchase and Sale Agreement with GK Partners under which GK Partners sold to us 5,000,000 restricted shares of common stock of Myson, Inc. In exchange, we issued 2,500,000 restricted shares of our common stock to GK Partners.
MARKET PRICE OF AND DIVIDENDS ON COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
Our common stock is quoted on the OTC Market under the symbol “NORD”. There is very limited trading of our common stock. On November 7, 2023, the last reported sale price of our common stock was $0.80 per share. The stock market in general has experienced extreme stock price fluctuations in the past few years. In some cases, these fluctuations have been unrelated to the operating performance of the affected companies. Many companies have experienced dramatic volatility in the market prices of their common stock. We believe that a number of factors, both within and outside our control, could cause the price of our common stock to fluctuate, perhaps substantially. Factors such as the following could have a significant adverse impact on the market price of our common stock:
| ● | Our ability to obtain additional financing and the terms thereof; | |
| ● | Our financial position and results of operations; | |
| ● | Any litigation against us; | |
| ● | Possible regulatory requirements on our business; |
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| ● | The issuance of new debt or equity securities pursuant to a future offering; | |
| ● | Changes in interest rates; | |
| ● | Competitive developments; | |
| ● | Variations and fluctuations in our operating results; | |
| ● | Change in financial estimates by securities analysts; | |
| ● | The depth and liquidity of the market for our common stock; | |
| ● | Investor perceptions of us; and | |
| ● | General economic and business conditions. |
The following table sets forth the high and low bid quotations for our common stock for each of the last two fiscal years, as reported on the OTC Market. Quotations from the OTC Market reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
| Year Ended 2023 | ||||||||
| High | Low | |||||||
| 3rd Quarter | $ | $ | ||||||
| 2nd Quarter | $ | 0.95 | $ | 0.61 | ||||
| 1st Quarter | $ | 1.35 | $ | 0.55 | ||||
| Year Ended 2022 | ||||||||
| High | Low | |||||||
| 4th Quarter | $ | 1.14 | $ | 0.85 | ||||
| 3rd Quarter | $ | 1.55 | $ | 1.05 | ||||
| 2nd Quarter | $ | 1.75 | $ | 1.18 | ||||
| 1st Quarter | $ | 30.0 | $ | 0.75 | ||||
Holders
As of September 5, 2023, there were 133 record holders of an aggregate of 10,796,248 shares of our common stock issued and outstanding.
Dividend Policy
Our dividend policy is determined by our Board of Directors and depends upon a number of factors, including our financial condition and performance, its cash needs and expansion plans, income tax consequences, and the restrictions that applicable laws and any credit or other contractual arrangements may then impose. The Company has not paid any cash dividends on the common stock. We do not anticipate paying a cash dividend on our common stock in the foreseeable future.
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Securities Authorized for Issuance under Equity Compensation Plans
The following table provides information about the common stock that may be issued upon the exercise of options, warrants and rights under all of the Company’s existing equity compensation plans as of March 31, 2023.
| Plan Category | Number of securities to issued upon exercise of outstanding options, and rights | Weighted average exercise price outstanding options, warrants and rights | Number of securities | |||||||||
| Equity compensation plans approved by board of directors | - | - | 450,000 | (1) | ||||||||
| - | 450,000 | |||||||||||
| (1) | This total includes shares to be issued upon exercise of outstanding options under the 2017 Non-Qualified Equity Incentive Plan (the “2017 Plan”) that was approved and adopted by our board of directors on August 14, 2017, and authorizes the grant of a total of 7,000,000 shares of our common stock. There were stock options granted under the 2017 Plan on various dates from August 17, 2017, through December 31, 2018, which were exercisable into 6,550,000 shares of our common stock. There were no stock options outstanding as of March 31, 2023, or 2022, accordingly there were no options available for exercise under the 2017 Plan. As of March 31, 2023, there were 450,000 shares remaining to be granted under the 2017 Plan. |
DESCRIPTION OF SECURITIES
Authorized Capital Stock
Our Certificate of Incorporation, as amended, authorizes 50,000,000 shares of common stock and 5,000,000 shares of “blank check” preferred stock, each with a par value of $.001 per share. As of September 5, 2023, we had 10,876,248 shares of common stock and no shares of preferred stock outstanding.
Issued and Outstanding Capital Stock
The issued and outstanding securities of the Company on the date of this prospectus are as follows:
| ● | 10,876,248 shares of common stock; and | |
| ● | Warrants to purchase 6,555,000 shares of common stock at $1.00 per share. |
Description of Common Stock
The holders of common stock are entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all shares of common stock that are present in person or represented by proxy. Except as otherwise provided by law, amendments to the certificate of incorporation generally must be approved by a majority of the votes entitled to be cast by all outstanding shares of common stock. Our Certificate of Incorporation does not provide for cumulative voting in the election of directors. The common stockholders will be entitled to such cash dividends as may be declared from time to time by the Board from funds available. Upon liquidation, dissolution or winding up of the Company, the common stockholders will be entitled to receive pro rata all assets available for distribution to such holders.
Description of Preferred Stock
Our Board of Directors also has the authority to designate the rights and preferences, including but not limited to voting rights, redemption rights, conversion rights and right to payment of dividends, of our preferred stock. Under our Certificate of Incorporation, we have 5,000,000 authorized shares of “blank check” preferred, none of which are outstanding.
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Description of Warrants
On April 11, 2022, effective April 1, 2022, we issued to GK Partners, for financial services, a warrant to immediately purchase up to 6,000,000 shares of our common stock at an exercise price of $1.00 per share which expires on December 31, 2023. In determining the fair value of the warrant, we used the Black-Scholes pricing model having the following assumptions: (i) stock option exercise price of $1.00; (ii) fair market value of our common stock of $1.22 as quoted on the OTC Markets on the date of issuance of the Warrant; (iii) expected term of option of 1.75 years; (iv) expected volatility of 699.79%; (v) expected dividend rate of 0.0%; and (vi) risk-free interest rate of approximately 2.44%. As a result, we recorded stock-based compensation of approximately $7,316,971 for the year ended March 31, 2023.
On November 28, 2022, we issued 1) to David Volpe a warrant to purchase 500,000 shares of our common stock and 2) to Bennett J. Yankowitz a warrant to purchase 250,000 shares of our common stock. The warrants have an exercise price of $1.00 per share and expire on December 31, 2027. Mr. Volpe’s warrants were issued as compensation for consulting services provided to the Company. Mr. Yankowitz’s warrants were issued as compensation for his acting as our sole Director and the Chief Executive Officer.
Anti-Takeover Provisions
Certain provisions of Delaware law, our amended certificate of incorporation and our bylaws, which are summarized below, may have the effect of delaying, deferring or discouraging another person from acquiring control of us. They are also designed, in part, to encourage persons seeking to acquire control of us to negotiate first with our board of directors. We believe that the benefits of increased protection of our potential ability to negotiate with an unfriendly or unsolicited acquirer outweigh the disadvantages of discouraging a proposal to acquire us because negotiation of these proposals could result in an improvement of their terms.
Amended Certificate of Incorporation and Bylaw Provisions
Our amended certificate of incorporation and our bylaws include a number of provisions that could deter hostile takeovers or delay or prevent changes in control of our board of directors or management team, including the following:
Board of Directors Vacancies
Our amended certificate of incorporation and bylaws authorize only our Board of Directors to fill vacant directorships, including newly created seats. In addition, the number of directors constituting our board of directors will be permitted to be set only by a resolution adopted by a majority vote of our entire Board of Directors. These provisions would prevent a stockholder from increasing the size of our Board of Directors and then gaining control of our Board of Directors by filling the resulting vacancies with its own nominees. This will make it more difficult to change the composition of our Board of Directors and will promote continuity of management.
Stockholder Action; Special Meeting of Stockholders
Our amended Certificate of Incorporation provides that special meetings of our stockholders may be called only by a majority of our Board of Directors, the chairperson of our Board of Directors, our Chief Executive Officer or our President, thus prohibiting a stockholder from calling a special meeting. These provisions might delay the ability of our stockholders to force consideration of a proposal or for stockholders controlling a majority of our capital stock to take any action, including the removal of directors.
Advance Notice Requirements for Stockholder Proposals and Director Nominations
Our bylaws provide advance notice procedures for stockholders seeking to bring business before our annual meeting of stockholders or to nominate candidates for election as directors at our annual meeting of stockholders. Our bylaws also specify certain requirements regarding the form and content of a stockholder’s notice. These provisions might preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders if the proper procedures are not followed. We expect that these provisions may also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company.
No Cumulative Voting
The Delaware General Corporation Law provides that stockholders are not entitled to cumulate votes in the election of directors unless a corporation’s certificate of incorporation provides otherwise. Our amended and restated certificate of incorporation does not provide for cumulative voting.
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Issuance of Undesignated Preferred Stock
Our Board of Directors has the authority, without further action by our stockholders, to issue up to 5,000,000 shares of undesignated preferred stock with rights and preferences, including voting rights, designated from time to time by our Board of Directors. The existence of authorized but unissued shares of preferred stock would enable our board of directors to render more difficult or to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or other means.
Exclusive Forum
Our bylaws provide that, unless we consent in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, or other employees to us or our stockholders, (iii) any action asserting a claim against the company or any director or officer of the company arising pursuant to any provision of the Delaware General Corporation Law, (iv) any action to interpret, apply, enforce, or determine the validity of our amended and restated certificate of incorporation or amended and restated bylaws, or (v) any other action asserting a claim that is governed by the internal affairs doctrine shall be the Chancery Court of the State of Delaware, in all cases subject to the court’s having jurisdiction over indispensable parties named as defendants. Our bylaws also provide that the federal district court in the State of Delaware will be the exclusive forum for resolving any complaint asserting a cause of action under the Securities Act and the Exchange Act.
Any person or entity purchasing or otherwise acquiring any interest in our securities shall be deemed to have notice of and consented to these provisions. We note that stockholders cannot waive compliance (or consent to non-compliance) with the federal securities laws and the rules and regulations thereunder.
Transfer Agent
Our transfer agent is Transfer Online, 512 SE Salmon Street, Portland, Oregon 97214.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Delaware General Corporation Law (“DGCL”) Section 145 provides us with the power to indemnify any of our directors, officers, employees and agents. The person entitled to indemnification must have conducted himself in good faith, and must reasonably believe that his conduct was in, or not opposed to, our best interests. In a criminal action, the director, officer, employee or agent must not have had reasonable cause to believe that his conduct was unlawful.
Under DGCL section 145, advances for expenses may be made by agreement if the director or officer affirms in writing that he has met the standards for indemnification and will personally repay the expenses if it is determined that such officer or director did not meet those standards.
Our bylaws include an indemnification provision under which we have the power to indemnify our directors, officers, former directors and officers, employees and other agents (including heirs and personal representatives) against all costs, charges and expenses actually and reasonably incurred, including an amount paid to settle an action or satisfy a judgment to which a director or officer is made a party by reason of being or having been a director or officer of the Company. Our bylaws further provide for the advancement of all expenses incurred in connection with a proceeding upon receipt of an undertaking by or on behalf of such person to repay such amounts if it is determined that the party is not entitled to be indemnified under our bylaws. No advance will be made by the Company to a party if it is determined that the party acting in bad faith. These indemnification rights are contractual, and as such will continue as to a person who has ceased to be a director, officer, employee or other agent, and will inure to the benefit of the heirs, executors and administrators of such a person.
| 39 |
On October 12, 2021, we entered into an indemnification agreement with Bennett Yankowitz, who at the time was our Chief Financial Officer and sole director.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted for our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
SHARES ELIGIBLE FOR FUTURE SALE
We have a limited public market for our common stock and a limited number of shares in the public float. Sales of substantial amounts of our common stock in the public market resulting from this offering could adversely affect the prevailing market price and our ability to raise capital in the future.
As of the date of this prospectus, we have 10,876,248 shares of common stock issued and outstanding. Upon the completion of this offering, we will have outstanding an aggregate of up to an additional 8,980,857 shares of common stock that includes the shares of the Selling Stockholders. All 8,980,857 shares included in this offering will be freely tradable without restriction or further registration under the Securities Act. Of the 10,876,248 shares of our common stock outstanding prior to the completion of this offering and held by existing stockholders, approximately 444,810 shares are currently free trading and the remaining are “restricted securities” as that term is defined in Rule 144 under the Securities Act. Restricted shares may be sold in the public market only if registered or if they qualify for exemption under Rule 144 or 701 promulgated under the Securities Act, which rules are summarized below, or another exemption.
Rule 144
In general, under Rule 144, as currently in effect, a person who owns shares that were acquired from us or one of our affiliates at least six months prior to the proposed sale is entitled to sell, within any three-month period beginning 90 days after the date of this prospectus, a number of shares that does not exceed the greater of:
| ● | One percent of the number of shares of common stock then outstanding, which will equal approximately 694,351 shares immediately after this offering; or | |
| ● | The average weekly trading volume of the common stock on a national securities exchange during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale. | |
| ● | In addition to these volume limitations, sales of unregistered shares of our common stock in reliance on Rule 144 may only be made by affiliates if such sales: |
| ● | are preceded by a notice filing on Form 144; | |
| ● | are limited to broker’s transactions, as such term is defined under Section 4(a)(4) of the Securities Act; and | |
| ● | only occur at a time when current public information about us is available, which generally would require that we are not delinquent with any of our reports required pursuant to Sections 13 or 15(d) of the Exchange Act. Rule 144 also provides that our affiliates who sell shares of our common stock that are not restricted shares must nonetheless comply with the same restrictions applicable to restricted shares, with the exception of the holding period requirement. |
| 40 |
Under Rule 144, a person who is not deemed to have been one of our affiliates for purposes of the Securities Act at any time during the 90 days preceding a sale and who has beneficially owned the shares proposed to be sold for at least six months, including the holding period of any prior owner other than one of our affiliates, is entitled to sell such shares without complying with the manner of sale, volume limitation or notice provisions of Rule 144. If the non-affiliate has held the shares for at least one year, then the shares may be sold without regard to the public information provisions of Rule 144. Therefore, unless otherwise restricted, shares held by non-affiliates may be sold immediately upon the expiration of the lock-up agreements.
Rule 701
In general, under Rule 701 as currently in effect, any of our employees, consultants or advisors who acquire shares from us in connection with a compensatory stock or option plan or other written agreement will be eligible to resell such shares 90 days after the effective date of this offering in reliance of Rule 144, but without compliance with certain restrictions, including the holding period, contained in Rule 144.
Penny Stock Rules
Broker-dealer practices in connection with transactions in penny stocks are regulated by certain penny stock rules adopted by the SEC. Penny stocks generally are equity securities with a price of less than US $5.00. Penny stock rules require a broker- dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules generally require that prior to a transaction in a penny stock, the broker-dealer make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. Our shares may in the future be subject to such penny stock rules in which care our stockholders would, in all likelihood, as a result of the penny stock rules, find it difficult to sell their securities.
PLAN OF DISTRIBUTION
The Selling Stockholders may, from time to time, sell, transfer or otherwise dispose of any or all of their securities or interests in such securities on any stock exchange, market or trading facility on which the securities are traded or in private transactions. The Selling Stockholders must sell the common stock registered pursuant to this prospectus at a fixed price of $0.80, the closing price of our common stock on November 7, 2023.
The aggregate proceeds to the Selling Stockholders from the sale of the securities offered by them will be the purchase price of the securities less discounts or commissions, if any. Each of the Selling Stockholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of securities to be made directly or through agents. We will not receive any of the proceeds from the sale or other disposition of the securities by the Selling Stockholders.
The Selling Stockholders and any underwriters, broker-dealers or agents that participate in the sale of the securities or interests therein will be “underwriters” within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the securities may be underwriting discounts and commissions under the Securities Act. Selling Stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act.
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To the extent required, the securities to be sold, the names of the Selling Stockholders, the respective purchase prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the Registration Statement.
The maximum amount of compensation to be received by any FINRA member or independent broker-dealer for the sale of any securities registered under this prospectus will not be greater than 8% of the gross proceeds from the sale of such securities.
To comply with the securities laws of some states, if applicable, the securities may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, the securities may not be sold unless they have been registered or qualified for sale under the applicable state securities laws, or an exemption from registration or qualification requirements is available and is complied with, or registration or qualification is otherwise not required.
We have advised the Selling Stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of securities in the market and to the activities of the Selling Stockholders and their affiliates. The Selling Stockholders may indemnify any broker-dealer that participates in transactions involving the sale of the securities against certain liabilities, including liabilities arising under the Securities Act.
We intend to seek qualification for sale of the securities in those states where the securities will be offered. That qualification is necessary to resell the securities in the public market. The securities can only be offered if they are qualified for sale or are exempt from qualification in the states in which the selling stockholders or proposed purchasers reside. There is no assurance that the states in which we seek qualification will approve of the security re-sales.
LEGAL MATTERS
Culhane Meadows PLLC, 1701 Pennsylvania Avenue, N.W., Suite 200, Washington, D.C. 20006, will pass upon the validity of the shares of our common stock to be sold in this Offering.
EXPERTS
The financial statements of the Company as of and for the year ended March 31, 2023, included in this prospectus have been audited by Fruci & Associates II, PLLC, an independent registered public accounting firm as set forth in their report, and the financial statements of the Company as of and for the year ended March 31, 2022, included in this prospectus have been audited by Liggett & Webb, P.A., an independent registered public accounting firm as set forth in their report, and are included in reliance upon such reports given on the authority of each such firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of our common stock offered by this prospectus. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement, some of which is contained in exhibits to the registration statement as permitted by the rules and regulations of the SEC. For further information with respect to us and our common stock, we refer you to the registration statement, including the exhibits filed as a part of the registration statement. Statements contained in this prospectus concerning the contents of any contract or any other document are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, please see the copy of the contract or document that has been filed. Each statement in this prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. The SEC maintains an internet website that contains reports, proxy statements and other information about issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov.
We are subject to the information and reporting requirements of the Exchange Act and, in accordance with this law, file periodic reports, proxy statements and other information with the SEC. We also maintain a website at www.nordicuspartners.com. Upon completion of this offering, you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. Information contained on our website is not a part of this prospectus and the inclusion of our website address in this prospectus is an inactive textual reference only.
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NORDICUS PARTNERS CORPORATION AND SUBSIDIARY
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Nordicus Partners Corporation March 31, 2023 and 2022 Audited Financial Statements
Nordicus Partners Corporation June 30, 2023 and 2022 Unaudited Financial Statements
| F-1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Nordicus Partners
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Nordicus Partners Corporation and Subsidiary (“the Company”) as of March 31, 2023, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2023, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has not generated revenue, incurred losses since inception, and has an accumulated deficit. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.
| Fruci & Associates II, PLLC – PCAOB ID #05525 | |
| We have served as the Company’s auditor since 2023. | |
| Spokane, Washington | |
| July 14, 2023 |
| F-2 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Nordicus Partners Corporation (F/K/A EKIMAS Corporation)
Opinion on the Financial Statements
We have audited the accompanying balance sheet of Nordicus Partners Corporation (F/K/A EKIMAS Corporation) (the Company) as of March 31, 2022, and the related statement of operations, stockholders’ deficit, and cash flows for the year ended March 31, 2022, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2022, and the results of its operations and its cash flows for the year ended March 31, 2022, in conformity with accounting principles generally accepted in the United States of America.
Explanatory Paragraph – Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has recurring losses and an accumulated deficit. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Related Party Transactions
The Company has significant related party transactions with and balances due to related parties. One of the former executive officers and the current chief executive officer of the company are providing services to the Company as consultants for legal and accounting services. We addressed significant related party transactions by testing and reviewing documentation of individual transactions.
Evaluating the identification of related party transactions was complex as it involved our assessment to determine such transactions were identified by the Company.
Liggett & Webb, P.A.
We have served as the Company’s auditor since 2021.
Boynton Beach, Florida
June 27, 2022
PCAOB ID 6631
| F-3 |
NORDICUS PARTNERS CORPORATION AND SUBSIDIARY
(Formerly EKIMAS Corporation)
BALANCE SHEETS
| March 31, 2023 | March 31, 2022 | |||||||
| (Consolidated) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Receivable | ||||||||
| Prepaids and other current assets | ||||||||
| Total current assets | ||||||||
| Website | ||||||||
| Investment in Myson, Inc. | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Accounts payable – related party | ||||||||
| Related party payable | ||||||||
| Total current liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Stockholders’ equity: | ||||||||
| Preferred stock; $ par value; shares authorized; shares issued and outstanding | ||||||||
| Common stock; $par value; shares authorized; and shares issued, respectively | ||||||||
| Treasury stock, shares at cost as of March 31, 2023 and 2022 | ( | ) | ( | ) | ||||
| Common stock to be issued | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive income | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-4 |
NORDICUS PARTNERS CORPORATION AND SUBSIDIARY
(Formerly EKIMAS Corporation)
STATEMENTS OF OPERATIONS
| 2023 | 2022 | |||||||
For the Years Ended March 31, | ||||||||
| 2023 | 2022 | |||||||
| Operating expenses: | ||||||||
| Officer compensation | ||||||||
| Stock based compensation– related party | $ | $ | ||||||
| Professional fees | ||||||||
| Consulting expense | ||||||||
| General and administrative | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expense): | ||||||||
| Interest expense | ( | ) | ||||||
| Interest income | ||||||||
| Other income | ||||||||
| Total other income | ||||||||
| Loss from operations before provision for income taxes | ( | ) | ( | ) | ||||
| Provision for income taxes | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Other comprehensive income: | ||||||||
| Foreign currency translation adjustment | ||||||||
| Comprehensive Loss | $ | ( | ) | $ | ( | ) | ||
| Net loss per common share – basic and diluted | $ | ) | $ | ) | ||||
| Weighted average shared – basic and diluted | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-5 |
NORDICUS PARTNERS CORPORATION AND SUBSIDIARY
(Formerly EKIMAS Corporation)
STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE YEARS ENDED MARCH 31, 2023 AND 2022
| Shares | Amount | Capital | Deficit | Stock | Income | Equity | ||||||||||||||||||||||
| Additional | Other | Total | ||||||||||||||||||||||||||
| Common Stock | Paid-in | Accumulated | Treasury | Comprehensive | Stockholders’ | |||||||||||||||||||||||
| Shares | Amount | Capital | Deficit | Stock | Income | Equity | ||||||||||||||||||||||
| Balance at March 31, 2021 | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||
| Common stock issued to an investor | ||||||||||||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance at March 31, 2022 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Beginning balance, value | ( | ) | ( | ) | ||||||||||||||||||||||||
| Stock-based compensation - fair value of warrants– related party | — | |||||||||||||||||||||||||||
| Shares issued for acquisition | ||||||||||||||||||||||||||||
| Exercise of warrants | ||||||||||||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance at March 31, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||
| Balance | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-6 |
NORDICUS PARTNERS CORPORATION AND SUBSIDIARY
(Formerly EKIMAS Corporation)
STATEMENTS OF CASH FLOWS
| 2023 | 2022 | |||||||
For the Years Ended March 31, | ||||||||
| 2023 | 2022 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash flows used in operating activities | ||||||||
| Stock-based compensation – related party | ||||||||
| Changes in assets and liabilities: | ||||||||
| Prepaid expenses | ( | ) | ||||||
| Receivables | ||||||||
| Accounts payable – related party | ||||||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from note payable | ||||||||
| Repayment of note payable | ( | ) | ||||||
| Proceeds from exercise of warrants | ||||||||
| Cash advance - related party | ||||||||
| Issuance of common stock to an investor | ||||||||
| Net cash (used) provided by financing activities | ||||||||
| Net change in cash | ( | ) | ||||||
| Effect of exchange rate on cash | ||||||||
| Cash at beginning of year | ||||||||
| Cash at end of year | $ | $ | ||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Income taxes paid | $ | $ | ||||||
| Interest paid | $ | $ | ||||||
| Supplemental disclosure of non-cash activity: | ||||||||
| Common stock issued for shares of Myson, Inc. | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-7 |
NORDICUS PARTNERS CORPORATION AND SUBSIDIARY
(Formerly EKIMAS Corporation)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2023
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Nordicus
Partners Corporation (the “Company”) was founded in 1993 as a subsidiary of PolyMedica Corporation.
On January 31, 2020, we completed the sale of substantially all of our assets (the “Asset Sale”) for a total purchase price
of $
As
a result of the Asset Sale, we ceased operating as a developer, manufacturer, marketer and seller of advanced polymers. Subsequent to
the Closing Date, we became engaged in efforts to identify either an (i) operating company to acquire or merge with through an equity-based
exchange transaction or (ii) investor interested in purchasing a majority interest in our common stock, whereby either transaction would
likely result in a change in control. On October 12, 2021, we entered into a Stock Purchase Agreement (the “SPA”) with Reddington
Partners LLC, a California limited liability company (“Reddington”) providing for the purchase of a total of of
our common stock, on a post-split basis, or approximately
On March 3, 2020, we filed a Certificate of Amendment to the Company’s Certificate of Incorporation, which amendment was unanimously approved by our Board of Directors, to change our name AdvanSource Biomaterials Corporation to EKIMAS Corporation.
Pursuant
to the SPA, the Company effectuated a
On
February 23, 2023, we entered into a Contribution Agreement with Nordicus Partners A/S, a Danish stock corporation, GK Partners
ApS (“GK Partners”), Henrik Rouf and Life Science Power House ApS (“LSPH, GK Partners, Rouf and LSPH are collectively
referred to herein as the “Sellers”). Pursuant to the Contribution Agreement, the Sellers contributed, transferred, assigned
and conveyed to us all right, title and interest in and to one hundred percent (
On May 17, 2023, we changed our name to Nordicus Partners Corporation and our ticker symbol to NORD.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s accounting estimates include the collectability of receivables, useful lives of long-lived assets and recoverability of those assets, impairment in fair value of goodwill.
| F-8 |
Concentration of Credit Risk
We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash.
Cash Equivalents
The
Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There
were
Principles of Consolidation
The accompanying consolidated financial statements for the year ended March 31, 2023, includes the accounts of the Company and its wholly owned subsidiary, Nordicus Partners A/S. All significant intercompany transactions have been eliminated in consolidation.
Translation Adjustment
The accounts of the Company’s subsidiary are maintained in Danish krone. According to the Codification, all assets and liabilities were translated at the current exchange rate at respective balance sheets dates, members’ capital are translated at the historical rates and income statement items are translated at the average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with the Comprehensive Income Topic of the Codification (ASC 220), as a component of Stockholders’ equity. Transaction gains and losses are reflected in the income statement.
Comprehensive Income
The Company uses SFAS 130 “Reporting Comprehensive Income” (ASC Topic 220). Comprehensive income is comprised of net income and all changes to the statements of Stockholders’ equity, except changes in paid-in capital and distributions to shareholders. Comprehensive income is included in net loss and foreign currency translation adjustments.
Stock-based Compensation
In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 allows companies to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods.
Fair Value of Financial Instruments
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP) and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:
| Level 1: | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. |
| Level 2: | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. |
| Level 3: | Pricing inputs that are generally unobservable inputs and not corroborated by market data. |
| F-9 |
The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximate the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements on March 31, 2023 and 2022.
Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. As of March 31, 2023, there are potentially dilutive shares of common stock from warrants. There were potentially dilutive shares for the year ended March 31, 2022. Diluted shares are not presented when the effect of the computations are anti-dilutive due to the losses incurred. Accordingly, there is no difference in the amounts presented for basic and diluted loss per share.
Income Taxes
Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to tax net operating loss carryforwards. The deferred tax assets and liabilities represent the future tax return consequences of these differences, which will either be taxable or deductible when assets and liabilities are recovered or settled, as well as operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established against deferred tax assets when in the judgment of management, it is more likely than not that such deferred tax assets will not become available. Because the judgment about the level of future taxable income is dependent to a great extent on matters that may, at least in part, be beyond the Company’s control, it is at least reasonably possible that management’s judgment about the need for a valuation allowance for deferred taxes could change in the near term.
Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of March 31, 2023, and 2022, no liability for unrecognized tax benefits was required to be reported.
Recently Issued Accounting Pronouncements
The Company has implemented all new applicable accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
NOTE 3 - GOING CONCERN
The
Company’s financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its
assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has not yet generated any
revenue and has incurred losses since inception resulting in an accumulated deficit of $
The ability to continue as a going concern is dependent upon the Company’s recent acquisition, its generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from third parties and/or private placement of common stock. The financial statements of the Company do not include any adjustments that may result from the outcome of these uncertainties.
| F-10 |
NOTE 4 - RELATED PARTY TRANSACTIONS
Mr.
Michael Adams, our former chief executive officer, was a non-employee consultant and holder of less than
Mr. Tom Glasner Larsen is an affiliate of GK Partners and was a member of our board of directors from February 23, 2023, until his voluntary retirement on June 9, 2023. He was also a beneficial owner of a controlling interest in Nordicus Partners A/S until its acquisition by us on February 23, 2023.
On
April 11, 2022, effective April 1, 2022, we issued to GK Partners, for financial services, a warrant to immediately purchase up to
On February 23, 2023, pursuant to the Contribution Agreement by and among the Company, Nordicus Partners A/S, GK Partners ApS (“GK Partners”), Henrik Rouf and Life Science Power House ApS (“LSPH”), we issued shares of the common stock (Note 1).
On June 20, 2023, the Company and GK Partners ApS (the “Seller”) entered into a Stock Purchase and Sale Agreement (the “Agreement”), under which the Seller sold to the Company restricted shares of common stock of Mag Mile Capital Inc. (formerly Myson, Inc.) In exchange, the Company issued restricted shares of its common stock to the Seller.
Mr.
Bennett Yankowitz, our chief financial officer and a director, was affiliated with legal counsel who provided us with general legal services
(the “Affiliate”). We recorded legal fees paid to the Affiliate of $
On
November 28, 2022, we issued Mr. Yankowitz a warrant to purchase
As
of March 31, 2023, the Company has a receivable of $
NOTE 5 – NOTE PAYABLE
On
October 14, 2022, the Company issued a Demand Promissory Note (“Note”) to GK Partners ApS for which it received $
NOTE 6 - PREFERRED STOCK
Preferred Stock
We have authorized shares, $ par value, Preferred Stock (the Preferred Stock”) of which shares have been issued and redeemed, therefore are not considered outstanding. As of March 31, 2023 and 2022, there are no shares or Preferred Stock issued or outstanding.
| F-11 |
NOTE 7 - COMMON STOCK TRANSACTIONS
On
October 12, 2021, we entered into a Stock Purchase Agreement (the “SPA”) with Reddington Partners LLC, a California limited
liability company (“Reddington”) providing for the purchase of a total of of our common stock, on a post-split
basis, for total cash consideration of $
The
sale of the first tranche of shares of our common stock, on a pre-split basis, was consummated on October 12, 2021 (the “First
Closing”). At the First Closing, the Principal Stockholders entered into the Voting Agreements with Reddington, covering an aggregate
of shares of our common stock, on a pre-split basis. As a result of these transactions, Reddington obtained ownership or voting
power over a total of shares of our common stock, on a pre-split basis, constituting approximately
Pursuant
to the SPA, the Company effectuated a
The
cumulative purchase price for both tranches of shares of our common stock was $
Our
Board of Directors declared a cash distribution to stockholders pursuant to the terms and conditions of the SPA. The cash distribution
of approximately $
On
February 14, 2023, GK Partners exercised a portion of its warrant for
On February 23, 2023, pursuant to the Contribution Agreement by and among the Company, Nordicus, GK Partners, Henrik Rouf and Life Science Power House ApS (“LSPH”), the Company issued shares of the common stock (Note 1).
NOTE 8 - WARRANTS
On
April 11, 2022, effective April 1, 2022, we issued to GK Partners ApS, for financial services,
a warrant to immediately purchase up to
| F-12 |
On
November 28, 2022, we issued 1) to David Volpe a warrant to purchase
SCHEDULE OF WARRANT ACTIVITIES
Number of Warrants | Weighted Average Exercise Price | Weighted Average Remaining Contract Term | Intrinsic Value | |||||||||||||
| Outstanding, March 31, 2022 | — | |||||||||||||||
| Issued | $ | |||||||||||||||
| Cancelled | $ | — | — | |||||||||||||
| Exercised | ( | ) | $ | — | — | |||||||||||
| Outstanding, March 31, 2023 | $ | $ | ||||||||||||||
NOTE 9 – INCOME TAX
Deferred
taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating
loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences
are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a
valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets
will not be realized. The Company has evaluated Staff Accounting Bulletin No. 118 regarding the impact of the decreased tax rates of
the Tax Cuts & Jobs Act. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the
date of enactment. The U.S. federal income tax rate of
Reconciliation between our effective tax rate and the United States statutory rate is as follows:
SCHEDULE OF RECONCILIATION OF EFFECTIVE TAX RATE
For the Year Ended March 31, 2023 | For the Year Ended March 31, 2022 | |||||||
| Expected federal tax rate | % | % | ||||||
| State income taxes, net of federal tax benefit | % | % | ||||||
| Non-deductible expenses | % | % | ||||||
| Effect of net operating loss true-up | % | % | ||||||
| Utilization of net operating losses | ( | )% | ( | )% | ||||
| Effective tax rate | % | % | ||||||
Significant components of our deferred tax assets and deferred tax liabilities consist of the following:
SCHEDULE OF SIGNIFICANT COMPONENTS OF DEFERRED TAX ASSETS AND DEFERRED TAX LIABILITIES
| (in thousands) | March 31, 2023 | March 31, 2022 | ||||||
| Deferred Tax Assets: | ||||||||
| Net operating loss carryforwards | $ | $ | ||||||
| Valuation allowance | ( | ) | ( | ) | ||||
| Net deferred tax assets | $ | $ | ||||||
At
March 31, 2023, the Company had net operating loss carry forwards of approximately $
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal Income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years. With few exceptions, the Company is no longer subject to U.S. federal, state and local income tax examinations by tax authorities for years before 2016.
NOTE 10 - SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements.
On June 9, 2023, Tom Glaesner Larsen resigned from the Company’s board of directors, and the remaining board members appointed Henrik Keller as his replacement.
On June 20, 2023, the Company and GK Partners ApS entered into a Stock Purchase and Sale Agreement (the “Agreement”), under which the Seller sold to the Company restricted shares of common stock of Mag Mile Capital Inc. (formerly Myson, Inc.) In exchange, the Company issued restricted shares of its common stock to GK Partners.
| F-13 |
UNAUDITED INTERIM FINANCIAL STATEMENTS
NORDICUS PARTNERS CORPORATION AND SUBSIDIARY
BALANCE SHEETS
| June 30, 2023 | March 31, 2023 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Receivable | ||||||||
| Prepaids and other current assets | ||||||||
| Total current assets | ||||||||
| Website | ||||||||
| Investment in Myson, Inc. | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Accounts payable – related party | ||||||||
| Related party payable | ||||||||
| Total current liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Stockholders’ equity: | ||||||||
| Preferred stock; $ par value; shares authorized; shares issued and outstanding | ||||||||
| Common stock; $ par value; shares authorized; and shares issued; respectively | ||||||||
| Treasury stock, shares at cost | ( | ) | ( | ) | ||||
| Common stock to be issued | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive income | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| F-14 |
NORDICUS PARTNERS CORPORATION AND SUBSIDIARY
STATEMENTS OF OPERATIONS
(Unaudited)
| 2023 | 2022 | |||||||
| For the Three Months Ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| Operating expenses: | ||||||||
| Officer compensation | $ | $ | ||||||
| Stock based compensation– related party | ||||||||
| Professional fees | ||||||||
| General and administrative | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income: | ||||||||
| Interest income | ||||||||
| Other income | ||||||||
| Total other income | ||||||||
| Loss from operations before provision for income taxes | ( | ) | ( | ) | ||||
| Provision for income taxes | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Other comprehensive income: | ||||||||
| Foreign currency translation adjustment | ( | ) | ||||||
| Comprehensive Loss | $ | ( | ) | $ | ( | ) | ||
| Net loss per common share – basic and diluted | $ | ) | $ | ) | ||||
| Weighted average shared – basic and diluted | ||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| F-15 |
NORDICUS PARTNERS CORPORATION AND SUBSIDIARY
STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE THREE MONTHS ENDED JUNE 30, 2023 AND 2022
(Unaudited)
| Shares | Amount | Capital | Deficit | Stock | To be Issued | Income | Equity | |||||||||||||||||||||||||
| Additional | Common | Other | Total | |||||||||||||||||||||||||||||
| Common Stock | Paid-in | Accumulated | Treasury | Stock | Comprehensive | Stockholders’ | ||||||||||||||||||||||||||
| Shares | Amount | Capital | Deficit | Stock | To be Issued | Income | Equity | |||||||||||||||||||||||||
| Balance at March 31, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | | ||||||||||||||||||||
| Shares issued for stock investment | ||||||||||||||||||||||||||||||||
| Exercise of warrants | — | |||||||||||||||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||
| Balance at June 30, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||
| Shares | Amount | Capital | Deficit | Stock | Income | Equity | ||||||||||||||||||||||
| Additional | Other | Total | ||||||||||||||||||||||||||
| Common Stock | Paid-in | Accumulated | Treasury | Comprehensive | Stockholders’ | |||||||||||||||||||||||
| Shares | Amount | Capital | Deficit | Stock | Income | Equity | ||||||||||||||||||||||
| Balance at March 31, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | | |||||||||||||||||
| Stock-based compensation - fair value of warrants– related party | — | |||||||||||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance at June 30, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| F-16 |
NORDICUS PARTNERS CORPORATION AND SUBSIDIARY
STATEMENTS OF CASH FLOWS
(Unaudited)
| 2023 | 2022 | |||||||
| For the Three Months Ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash flows used in operating activities | ||||||||
| Stock-based compensation – related party | ||||||||
| Changes in assets and liabilities: | ||||||||
| Prepaid expenses | ( | ) | ||||||
| Receivables | ||||||||
| Accounts payable – related party | ( | ) | ||||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from exercise of warrants | ||||||||
| Net cash provided by financing activities | ||||||||
| Net change in cash | ( | ) | ||||||
| Effect of exchange rate on cash | ( | ) | ||||||
| Cash at beginning of period | ||||||||
| Cash at end of period | $ | $ | ||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Income taxes paid | $ | $ | ||||||
| Interest paid | $ | $ | ||||||
| Supplemental disclosure of non-cash activity: | ||||||||
| Common stock issued for shares of Myson, Inc. | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| F-17 |
NORDICUS PARTNERS CORPORATION AND SUBSIDIARY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2023
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Nordicus
Partners Corporation (the “Company” “Nordicus”) was founded in 1993 as a subsidiary of PolyMedica Corporation.
On January 31, 2020, we completed the sale of substantially all of our assets (the “Asset Sale”) for a total purchase price
of $
As
a result of the Asset Sale, we ceased operating as a developer, manufacturer, marketer and seller of advanced polymers. Subsequent to
the Closing Date, we became engaged in efforts to identify either an (i) operating company to acquire or merge with through an equity-based
exchange transaction or (ii) investor interested in purchasing a majority interest in our common stock, whereby either transaction would
likely result in a change in control. On October 12, 2021, we entered into a Stock Purchase Agreement (the “SPA”) with Reddington
Partners LLC, a California limited liability company (“Reddington”) providing for the purchase of a total of of
our common stock, on a post-split basis, or approximately
On March 3, 2020, we filed a Certificate of Amendment to the Company’s Certificate of Incorporation, which amendment was unanimously approved by our Board of Directors, to change our name AdvanSource Biomaterials Corporation to EKIMAS Corporation.
Pursuant
to the SPA, the Company effectuated a
On
February 23, 2023, the Company entered into a Contribution Agreement with Nordicus Partners A/S, a Danish stock corporation, GK
Partners ApS (“GK Partners”), Henrik Rouf and Life Science Power House ApS (“LSPH, GK Partners, Rouf
and LSPH are collectively referred to herein as the “Sellers”). Pursuant to the Contribution Agreement, the
Sellers contributed, transferred, assigned and conveyed to the Company all right, title and interest in and to one hundred percent (
On May 17, 2023, the Company changed its name to Nordicus Partners Corporation and its ticker symbol to NORD.
On June 9, 2023, Tom Glaesner Larsen resigned from the Company’s board of directors, and the remaining board members appointed Henrik Keller as his replacement.
| F-18 |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company’s unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the three month period ending June 30, 2023, and not necessarily indicative of the results to be expected for the full year ending March 31, 2024. These unaudited financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2023.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s accounting estimates include the collectability of receivables, useful lives of long-lived assets and recoverability of those assets, impairment in fair value of goodwill.
Concentration of Credit Risk
We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash.
Cash Equivalents
The
Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There
were
Principles of Consolidation
The accompanying consolidated financial statements, includes the accounts of the Company and its wholly owned subsidiary, Nordicus Partners A/S. All significant intercompany transactions have been eliminated in consolidation.
Translation Adjustment
The accounts of the Company’s subsidiary are maintained in Danish krone. According to the Codification, all assets and liabilities were translated at the current exchange rate at respective balance sheets dates, members’ capital are translated at the historical rates and income statement items are translated at the average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with the Comprehensive Income Topic of the Codification (ASC 220), as a component of Stockholders’ equity. Transaction gains and losses are reflected in the income statement.
Comprehensive Income
The Company uses SFAS 130 “Reporting Comprehensive Income” (ASC Topic 220). Comprehensive income is comprised of net income and all changes to the statements of Stockholders’ equity, except changes in paid-in capital and distributions to shareholders. Comprehensive income is included in net loss and foreign currency translation adjustments.
Stock-based Compensation
In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 allows companies to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods.
| F-19 |
Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. As of June 30, 2023 and 2022, there were and potentially dilutive shares of common stock from warrants, respectively. Diluted shares are not presented when the effect of the computations are anti-dilutive due to the losses incurred. Accordingly, there is no difference in the amounts presented for basic and diluted loss per share.
Recently Issued Accounting Pronouncements
The Company has implemented all new applicable accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
NOTE 3 - GOING CONCERN
The
Company’s financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its
assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has not yet generated any
revenue and has incurred losses since inception resulting in an accumulated deficit of $
The ability to continue as a going concern is dependent upon the Company’s recent acquisition, its generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from third parties and/or private placement of common stock. The financial statements of the Company do not include any adjustments that may result from the outcome of these uncertainties.
NOTE 4 - RELATED PARTY TRANSACTIONS
Mr. Tom Glasner Larsen is an affiliate of GK Partners and was a member of our board of directors from February 23, 2023, until his voluntary retirement on June 9, 2023. He was also a beneficial owner of a controlling interest in Nordicus Partners A/S until its acquisition by us on February 23, 2023.
On
April 11, 2022, effective April 1, 2022, we issued to GK Partners, for financial services, a warrant to immediately purchase up to
On February 23, 2023, pursuant to the Contribution Agreement by and among the Company, Nordicus Partners A/S, GK Partners ApS (“GK Partners”), Henrik Rouf and Life Science Power House ApS (“LSPH”), we issued shares of the common stock (Note 1).
On June 20, 2023, the Company and GK Partners ApS (the “Seller”) entered into a Stock Purchase and Sale Agreement (the “Agreement”), under which the Seller sold to the Company restricted shares of common stock of Myson, Inc. In exchange, the Company issued restricted shares of its common stock to the Seller.
| F-20 |
Mr.
Bennett Yankowitz, our chief financial officer and a director, was affiliated with legal counsel who provided us with general legal
services (the “Affiliate”). We recorded legal fees to the Affiliate of $
As
of March 31, 2023, the Company had a receivable of $
On April 17, 2023, our Board of Directors approved an employment agreement for our chief executive officer, Henrik Rouf, and a consulting agreement for our chief financial officer, Bennett J. Yankowitz.
Mr.
Rouf’s employment agreement provides for a base salary of $
Mr.
Yankowitz’s consulting agreement provides for a base salary of $
NOTE 5 - PREFERRED STOCK
Preferred Stock
We have authorized shares, $ par value, Preferred Stock (the Preferred Stock”) of which shares have been issued and redeemed, therefore are not considered outstanding. In addition, shares of Preferred Stock have been designated as Series A Junior Participating Preferred Stock (the “Junior Preferred Stock”) with the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions specified in the Certificate of Designation of the Junior Preferred Stock filed with the Delaware Department of State on January 28, 2008. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Junior Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by us that is convertible into Junior Preferred Stock. As of June 30, 2023 and March 31, 2023, there are no shares or Preferred Stock issued or outstanding.
NOTE 6 - COMMON STOCK TRANSACTIONS
On
June 26, 2023, GK Partners exercised a portion of its warrant for
On
June 20, 2023, the Company and GK Partners ApS entered into a Stock Purchase and Sale Agreement (the “Agreement”), under
which the Seller sold to the Company
restricted shares of common stock of Myson, Inc. In exchange, the Company issued
restricted shares of its common stock to GK Partners. The shares were valued at $
NOTE 7 - WARRANTS
On
April 11, 2022, effective April 1, 2022, we issued to GK Partners ApS, for financial services, a warrant to immediately purchase up to
| F-21 |
On
November 28, 2022, we issued 1) to David Volpe a warrant to purchase
SCHEDULE OF WARRANT ACTIVITIES
Number of Warrants | Weighted Average Exercise Price | Weighted Average Remaining Contract Term | Intrinsic Value | |||||||||||||
| Outstanding, March 31, 2023 | $ | $ | ||||||||||||||
| Issued | $ | — | — | |||||||||||||
| Cancelled | $ | — | — | |||||||||||||
| Exercised | ( | ) | $ | — | — | |||||||||||
| Outstanding, June 30, 2023 | $ | $ | ||||||||||||||
NOTE 8 - SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements except as follows:
On July 26, 2023, GK Partners exercised a portion
of its warrant for an additional
| F-22 |
OUTSIDE BACK COVER OF PROSPECTUS
We have not authorized any dealer, salesperson or any other person to give any information or to represent anything other than those contained in this prospectus in connection with the offer contained herein, and, if given or made, you should not rely upon such information or representations as having been authorized by Nordicus Partners Corporation This prospectus does not constitute an offer of any securities other than those to which it relates or an offer to sell, or a solicitation of an offer to buy, to those to which it relates in any state to any person to whom it is not lawful to make such offer in such state. The delivery of this prospectus at any time does not imply that the information herein is correct as of any time after the date of this prospectus.
DEALER PROSPECTUS DELIVERY REQUIREMENT
Until _______________, 2024 [90 days from the date of this prospectus], all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
NORDICUS PARTNERS CORPORATION
8,980,857 Shares
common stock
PROSPECTUS
_______ ___, 2023
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the costs and expenses payable by us in connection with the issuance and distribution of the securities being registered. None of the following expenses are payable by the Selling Stockholders. All of the amounts shown are estimates, except for the SEC registration fee.
| SEC registration fee | $ | 781.85 | ||
| Legal fees and expenses | $ | 60,000 | ||
| Accounting fees and expenses | $ | 51,392 | ||
| Miscellaneous | $ | 0 | ||
| TOTAL | $ | 112,173.85 |
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Delaware General Corporation Law (“DGCL”) Section 145 provides us with the power to indemnify any of our directors, officers, employees and agents. The person entitled to indemnification must have conducted himself in good faith, and must reasonably believe that his conduct was in, or not opposed to, our best interests. In a criminal action, the director, officer, employee or agent must not have had reasonable cause to believe that his conduct was unlawful.
Under DGCL section 145, advances for expenses may be made by agreement if the director or officer affirms in writing that he has met the standards for indemnification and will personally repay the expenses if it is determined that such officer or director did not meet those standards.
Our bylaws include an indemnification provision under which we have the power to indemnify our directors, officers, former directors and officers, employees and other agents (including heirs and personal representatives) against all costs, charges and expenses actually and reasonably incurred, including an amount paid to settle an action or satisfy a judgment to which a director or officer is made a party by reason of being or having been a director or officer of the Company. Our bylaws further provide for the advancement of all expenses incurred in connection with a proceeding upon receipt of an undertaking by or on behalf of such person to repay such amounts if it is determined that the party is not entitled to be indemnified under our bylaws. No advance will be made by the Company to a party if it is determined that the party acting in bad faith. These indemnification rights are contractual, and as such will continue as to a person who has ceased to be a director, officer, employee or other agent, and will inure to the benefit of the heirs, executors and administrators of such a person.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted for our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
Our Corporate Bylaws at Article IX, provide that the Corporation has accepted a provision indemnifying to the full extent permitted by the law, thereby eliminating or limiting the personal liability of directors, officers, employees or corporate agents for damages for breach of fiduciary duty as a director or officer, but such provision must not eliminate or limit the liability of a director or officer for (a) acts or omissions involving willful misconduct, gross negligence, fraud, or knowing violation of law; or (b) the payments of distributions in violation of Delaware General Corporation Law.
On October 12, 2021, we entered into an indemnification agreement with Bennett Yankowitz, who at the time was our Chief Financial Officer and sole director.
INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933 MAY BE PERMITTED TO OUR DIRECTORS, OFFICERS AND CONTROLLING PERSONS PURSUANT TO THE FORGOING PROVISIONS OR OTHERWISE, WE HAVE BEEN ADVISED THAT, IN THE OPINION OF THE SECURITIES AND EXCHANGE COMMISSION, SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THAT ACT AND IS, THEREFORE, UNENFORCEABLE.
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ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
Since April 1, 2020, we have issued the following unregistered securities:
Common Stock Issuances
On October 12, 2021, we entered into a Stock Purchase Agreement (the “SPA”) with Reddington Partners LLC, a California limited liability company (“Reddington”) providing for the purchase of a total of 5,114,475 of our common stock, on a post-split basis.
On February 23, 2023, we entered into a Contribution Agreement with Nordicus Partners A/S, a Danish stock corporation, GK Partners ApS (“GK Partners”), Henrik Rouf and Life Science Power House ApS (“LSPH, GK Partners, Rouf and LSPH are collectively referred to herein as the “Sellers”). Pursuant to the Contribution Agreement, the Sellers contributed, transferred, assigned and conveyed to us all right, title and interest in and to one hundred percent (100%) of the issued and outstanding capital stock of Nordicus Partners A/S for an aggregate of 2,500,000 shares of our common stock.
On February 14, 2023, GK Partners exercised a portion of its warrant for 115,000 shares for total proceeds of $115,000, on June 26, 2023, GK Partners exercised a portion of its warrant for 25,000 shares for total proceeds of $25,000, on July 26, 2023, GK Partners exercised a portion of its warrant for 25,000 shares for total proceeds of $25,000 and on August 24, 2023, GK Partners exercised a portion of its warrant for 30,000 shares for total proceeds of $30,000.
None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering. We believe the offers, sales and issuances of the above securities were exempt from registration under the Securities Act (or Regulation D or Regulation S promulgated thereunder) by virtue of Section 4(a)(2) of the Securities Act because the issuance of securities to the recipients did not involve a public offering, or in reliance on Rule 701 because the transactions were pursuant to compensatory benefit plans or contracts relating to compensation as provided under such rule. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions. All recipients had adequate access, through their relationships with us, to information about us. The sales of these securities were made without any general solicitation or advertising.
Warrants
On April 11, 2022, we issued to GK Partners, for financial services, a warrant to immediately purchase up to 6,000,000 shares of our common stock at an exercise price of $1.00 per share, which expires on December 31, 2023.
On November 28, 2022, we issued 1) to David Volpe a warrant to purchase 500,000 shares of our common stock and 2) to Bennett J. Yankowitz a warrant to purchase 250,000 shares of our common stock. The warrants have an exercise price of $1.00 per share and expire on December 31, 2027. Mr. Volpe’s warrants were issued as compensation for consulting services provided to us. Mr. Yankowitz’s warrants were issued as compensation for his acting as our sole director and our chief executive officer.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
See the Exhibit Index immediately preceding the signature page hereto for a list of exhibits filed as part of this registration statement on Form S-1, which Exhibit Index is incorporated herein by reference.
(b) Financial Statement Schedules
All financial statement schedules are omitted because the information called for is not required or is shown either in the consolidated financial statements or in the notes thereto.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers, or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
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(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(5) That, for the purpose of determining any liability under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§ 230.424 of this chapter);
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant. The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iii) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(6) (i) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
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(i) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(7) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
EXHIBIT INDEX
# Indicates management contract or compensatory plan or arrangement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, California, on November 27, 2023.
| Nordicus Partners Corporation | ||
| By: | /s/ Henrik Rouf | |
| Name: | Henrik Rouf | |
| Title: | President and Chief Executive Officer (Principal Executive Officer) | |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Henrik Rouf as their true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for them and in their name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to sign any registration statement for the same offering covered by this registration statement that is to be effective on filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Henrik Rouf | President and CEO (Principal Executive | November 27, 2023 | ||
| Henrik Rouf | Officer) and Director | |||
| /s/ Bennett J. Yankowitz | Chief Financial Officer | November 27, 2023 | ||
| Bennett J. Yankowitz | (Principal Financial and Accounting Officer) | |||
| /s/ Christian Hill-Madsen | Director | November 27, 2023 | ||
| Christian Hill-Madsen | ||||
| /s/ Henrik Keller | Director | November 27, 2023 | ||
| Henrik Keller |
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Exhibit 3.1
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
NORDICUS PARTNERS CORPORATION
The undersigned, Henrik Rouf, hereby certifies that:
1. He is the duly elected and acting President and Chief Executive Officer of Nordicus Partners Corporation, a Delaware corporation.
2. The Certificate of Incorporation of this corporation was originally filed with the Secretary of State of Delaware under the name CardioTech International, Inc., on October 25, 2007.
3. The Board of Directors duly adopted resolutions proposing to amend and restate the Certificate of Incorporation of this corporation, declaring said amendment and restatement to be advisable and in the best interests of this corporation and its stockholders, and authorizing the appropriate officers of this corporation to solicit the consent of the stockholders therefor.
4. The Certificate of Incorporation of this corporation shall be amended and restated to read in full as follows:
ARTICLE I
The name of this corporation is Nordicus Partners Corporation (the “Corporation”).
ARTICLE II
The address of the Corporation’s registered office in the State of Delaware is 108 W. 13th Street, Suite 100, in the City of Wilmington in the County of New Castle, in the State of Delaware 19801. The name of its registered agent at that address is Vcorp Agent Services, Inc.
ARTICLE III
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.
ARTICLE IV
(A) Classes of Stock. The Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares of all capital stock which the Corporation is authorized to issue is 55,000,000 shares, each with a par value of $0.001 per share. The total number of shares of Common Stock authorized to be issued is 50,000,000, all of which are designated “Common Stock.” The total number of shares of Preferred Stock authorized to be issued is 5,000,000, of which 500,000 shares are designated “are designated “Series A Preferred Stock.”
(B) Common Stock. Except as otherwise required by law or as otherwise provided in any Preferred Stock Designation (defined below), the holders of the Common Stock shall exclusively possess all voting power and each share of Common Stock shall have one vote.
(C) Preferred Stock. The Board of Directors is expressly granted authority to issue shares of the Preferred Stock, in one or more series, and to fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such series (a “Preferred Stock Designation”) and as may be permitted by the Delaware General Corporation Law. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, without a separate vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock Designation.
ARTICLE V
Except as otherwise provided in this Amended and Restated Certificate of Incorporation or Article VII of the Bylaws of the Corporation, a majority of the Directors then in office is expressly authorized to make, alter or repeal the Bylaws of the Corporation.
ARTICLE VI
Elections of directors need not be by written ballot unless otherwise provided in the Bylaws of the Corporation. Subject to the other provisions of this Amended and Restated Certificate of Incorporation, the authorized number of directors shall be set forth in the Bylaws of the Corporation.
ARTICLE VII
(A) To the fullest extent permitted by the Delaware General Corporation Law, as the same exists or as may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.
(B) The Corporation shall indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director or officer of the Corporation or any predecessor of the Corporation, or serves or served at any other enterprise as a director or officer at the request of the Corporation or any predecessor to the Corporation.
(C) Neither any amendment nor repeal of this Article VII, nor the adoption of any provision of the Corporation’s Certificate of Incorporation inconsistent with this Article VII, shall eliminate or reduce the effect of this Article VII in respect of any matter occurring, or any action or proceeding accruing or arising or that, but for this Article VII, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.
ARTICLE VIII
Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws of this Corporation may provide. The books of the Corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by a majority of the Directors then in office or in the Bylaws of this Corporation.
ARTICLE IX
Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware, may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the DGCL or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the DGCL, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders of this Corporation, as the case may be, and also on this Corporation.
ARTICLE X
The liability of the Corporation’s directors to the Corporation or its stockholders shall be eliminated to the fullest extent permitted by the General Corporation Law of the State of Delaware, as the same may be amended and supplemented. No amendment to or repeal of this Article X shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.
ARTICLE XI
The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by law, and all rights and powers conferred herein on stockholders, directors and officers are subject to this reserved power.
The foregoing Amended and Restated Certificate of Incorporation has been duly adopted by this Corporation’s Board of Directors and stockholders in accordance with the applicable provisions of Sections 228, 242 and 245 of the Delaware General Corporation Law.
Executed at Los Angeles, California, on September 8, 2023.
| /s/ Henrik Rouf | |
| Henrik Rouf, President and Chief Executive Officer |
Exhibit 3.2
BYLAWS OF NORDICUS PARTNERS CORPORATION
(A DELAWARE CORPORATION)
ARTICLE I - CORPORATE OFFICES
1.1 REGISTERED OFFICE.
The registered office of the Corporation shall be fixed in the Corporation’s certificate of incorporation, as the same may be amended from time to time.
1.2 OTHER OFFICES.
The Corporation’s Board of Directors (the “Board”) may at any time establish branch or other offices at any place or places where the Corporation is qualified to do business.
ARTICLE II - MEETINGS OF STOCKHOLDERS
2.1 PLACE OF MEETINGS.
Meetings of stockholders shall be held at any place, within or outside the State of Delaware, designated by the Board. The Board may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211 of the General Corporation Law of Delaware (the “DGCL”). In the absence of any such designation or determination, stockholders’ meetings shall be held at the Corporation’s principal executive office.
2.2 ANNUAL MEETING.
The annual meeting of stockholders shall be held each year. The Board shall designate the date and time of the annual meeting. At the annual meeting, directors shall be elected and any other proper business may be transacted.
2.3 SPECIAL MEETING.
A special meeting of the stockholders may be called at any time by the Board, chairperson of the Board, chief executive officer or president (in the absence of a chief executive officer), but such special meetings may not be called by any other person or persons.
No business may be transacted at such special meeting other than the business specified in such notice to stockholders. Nothing contained in this paragraph of this Section 2.3 shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the Board may be held.
2.4 ADVANCE NOTICE PROCEDURES; NOTICE OF STOCKHOLDERS’ MEETINGS.
(i) At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be: (A) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the board of directors, (B) otherwise properly brought before the meeting by or at the direction of the board of directors, or (C) otherwise properly brought before the meeting by a stockholder. For business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the secretary of the Corporation. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation not more than one hundred twenty (120) calendar days nor less than ninety (90) calendar days before the one year anniversary of the date on which the Corporation first mailed its proxy statement to stockholders in connection with the previous year’s annual meeting of stockholders; provided, however, that in the event that no annual meeting was held in the previous year or the date of the annual meeting has been changed by more than thirty (30) days from the date of the prior year’s meeting, notice by the stockholder to be timely must be so received not later than the close of business on the later of one hundred twenty (120) calendar days in advance of such annual meeting and ten (10) calendar days following the date on which public announcement of the date of the meeting is first made. A stockholder’s notice to the secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting: (a) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (b) the name and address, as they appear on the Corporation’s books, of the stockholder proposing such business, (c) the class and number of shares of the Corporation that are beneficially owned by the stockholder, (d) any material interest of the stockholder in such business, and (e) any other information that is required to be provided by the stockholder pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in his capacity as a proponent to a stockholder proposal. Notwithstanding the foregoing, in order to include information with respect to a stockholder proposal in the proxy statement and form of proxy for a stockholder’s meeting, stockholders must provide notice as required by the regulations promulgated under the Exchange Act. Notwithstanding anything in these bylaws to the contrary, no business shall be conducted at any annual meeting except in accordance with the procedures set forth in this paragraph (i). The chairman of the annual meeting shall, if the facts warrant, determine and declare at the meeting that business was not properly brought before the meeting and in accordance with the provisions of this paragraph (i), and, if he should so determine, he shall so declare at the meeting that any such business not properly brought before the meeting shall not be transacted.
(ii) Only persons who are nominated in accordance with the procedures set forth in this paragraph (ii) shall be eligible for election as directors. Nominations of persons for election to the board of directors of the Corporation may be made at a meeting of stockholders by or at the direction of the board of directors or by any stockholder of the Corporation entitled to vote in the election of directors at the meeting who complies with the notice procedures set forth in this paragraph (ii). Such nominations, other than those made by or at the direction of the board of directors, shall be made pursuant to timely notice in writing to the secretary of the Corporation in accordance with the provisions of paragraph (i) of this Section 2.4. Such stockholder’s notice shall set forth (a) as to each person, if any, whom the stockholder proposes to nominate for election or re-election as a director: (A) the name, age, business address and residence address of such person, (B) the principal occupation or employment of such person, (C) the class and number of shares of the Corporation that are beneficially owned by such person, (D) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the stockholder, and (E) any other information relating to such person that is required to be disclosed in solicitations of proxies for elections of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including without limitation such person’s written consent to being named in the proxy statement, if any, as a nominee and to serving as a director if elected); and (b) as to such stockholder giving notice, the information required to be provided pursuant to paragraph (i) of this Section 2.4. At the request of the board of directors, any person nominated by a stockholder for election as a director shall furnish to the secretary of the Corporation that information required to be set forth in the stockholder’s notice of nomination which pertains to the nominee. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this paragraph (ii). The chairman of the meeting shall, if the facts warrant, determine and declare at the meeting that a nomination was not made in accordance with the procedures prescribed by these bylaws, and if he should so determine, he shall so declare at the meeting, and the defective nomination shall be disregarded.
These provisions shall not prevent the consideration and approval or disapproval at an annual meeting of reports of officers, directors and committees of the board of directors, but in connection therewith no new business shall be acted upon at any such meeting unless stated, filed and received as herein provided. Notwithstanding anything in these bylaws to the contrary, no business brought before a meeting by a stockholder shall be conducted at an annual meeting except in accordance with procedures set forth in this Section 2.4. All notices of meetings of stockholders shall be sent or otherwise given in accordance with either Section 2.5 or Section 8.1 of these bylaws not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice shall specify the place, if any, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.
2.5 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE.
Notice of any meeting of stockholders shall be given either (i) personally, (ii) by private courier, (iii) by first- or third-class United States mail, (iv) by other written communication, or (v) by electronic transmission as provided in Section 8.1 or other wireless means. Notices not personally delivered shall be sent postage prepaid, directed to the stockholder at his or her address as it appears on the records of the Corporation or given by the stockholder to the Corporation for the purpose of notice. Notice shall be deemed to have been given at the time when delivered personally or by courier or deposited in the mail or sent by other means of written communication or by electronic transmission or other wireless means.
An affidavit of the secretary or an assistant secretary of the Corporation or of the transfer agent or any other agent of the Corporation that the notice has been given by mail or by a form of electronic transmission, as applicable, shall, in the absence of fraud, be prima facie evidence of the facts stated therein.
2.6 QUORUM.
The holders of a majority of the stock issued and outstanding and entitled to vote, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders. If, however, such quorum is not present or represented at any meeting of the stockholders, then either (i) the chairperson of the meeting, or (ii) the stockholders entitled to vote at the meeting, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed.
2.7 ADJOURNED MEETING; NOTICE.
When a meeting is adjourned to another time or place, unless these bylaws otherwise require, notice need not be given of the adjourned meeting if the time, place if any thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
2.8 CONDUCT OF BUSINESS.
The chairperson of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of business.
2.9 VOTING.
The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 2.11 of these bylaws, subject to Section 217 (relating to voting rights of fiduciaries, pledgors and joint owners of stock) and Section 218 (relating to voting trusts and other voting agreements) of the DGCL.
Except as may be otherwise provided in the certificate of incorporation or these bylaws, each stockholder shall be entitled to one vote for each share of capital stock held by such stockholder. Except as otherwise provided by the DGCL or the certificate of incorporation, when a quorum is present at any meeting of the stockholders, the vote of the holders of a majority of the shares having voting power present in person or represented by proxy shall decide any action brought to vote before such meeting, other than the election of directors for which the vote of a plurality of the shares having voting power present in person or represented by proxy is required. There shall be no cumulative voting in the election of directors.
2.10 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING.
Any action required or permitted to be taken by the stockholders of the Corporation at a duly called annual or special meeting of stockholders of the Corporation may be effected by a consent in writing by such stockholders.
2.11 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS.
In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted and which shall not be more than sixty (60) calendar days nor less than ten (10) calendar days before the date of such meeting, nor more than sixty (60) calendar days prior to any other such action.
If the Board does not so fix a record date:
(i) The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.
(ii) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.
A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.
2.12 PROXIES.
Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder as proxy by executing an instrument in writing or by authorizing the transmission of a telegram, cablegram or other means of electronic transmission (provided that any such telegram, cablegram, or other means of electronic transmission either sets forth or is submitted with information from which it can be determined that the telegram, cablegram, or other means of electronic transmission was authorized by the person) and filed in accordance with the procedure established for the meeting, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212 of the DGCL.
2.13 LIST OF STOCKHOLDERS ENTITLED TO VOTE.
The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. The Corporation shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least ten (10) calendar days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the Corporation’s principal executive office. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Such list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.
2.14 INSPECTORS OF ELECTION
Before any meeting of stockholders, the board of directors shall appoint an inspector or inspectors of election to act at the meeting or its adjournment. The number of inspectors shall be either one (1) or three (3). If any person appointed as inspector fails to appear or fails or refuses to act, then the chairperson of the meeting may, and upon the request of any stockholder or a stockholder’s proxy shall, appoint a person to fill that vacancy.
Such inspectors shall:
| (i) | determine the number of shares outstanding and the voting power of each, the number of shares represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies; |
| (ii) | receive votes, ballots or consents; |
| (iii) | hear and determine all challenges and questions in any way arising in connection with the right to vote; |
| (iv) | count and tabulate all votes or consents; |
| (v) | determine when the polls shall close; |
| (vi) | determine the result; and |
| (vii) | do any other acts that may be proper to conduct the election or vote with fairness to all stockholders. |
The inspectors of election shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical. If there are three (3) inspectors of election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein.
ARTICLE III - DIRECTORS
3.1 POWERS.
Subject to the provisions of the DGCL and any limitations in the certificate of incorporation or these bylaws relating to action required to be approved by the stockholders or by the outstanding shares, the business and affairs of the Corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board.
3.2 NUMBER OF DIRECTORS.
The authorized number of directors shall be determined from time to time by resolution of the Board, provided the Board shall consist of at least one member. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.
3.3 ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS.
Except as provided in Section 3.4 of these bylaws, each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal. Directors need not be stockholders unless so required by the certificate of incorporation or these bylaws. The certificate of incorporation or these bylaws may prescribe other qualifications for directors.
3.4 RESIGNATION AND VACANCIES.
Any director may resign at any time upon notice given in writing or by electronic transmission to the Corporation. When one or more directors so resigns and the resignation is effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in this section in the filling of other vacancies.
Unless otherwise provided in the certificate of incorporation or these bylaws, vacancies, including vacancies resulting from the removal of a director pursuant to Section 3.11 of these bylaws, and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. If the directors are divided into classes, a person so elected by the directors then in office to fill a vacancy or newly created directorship shall hold office until the next election of the class for which such director shall have been chosen and until his or her successor shall have been duly elected and qualified.
If at any time, by reason of death or resignation or other cause, the Corporation should have no directors in office, then any officer or any stockholder or an executor, administrator, trustee or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person or estate of a stockholder, may call a special meeting of stockholders in accordance with the provisions of the certificate of incorporation or these bylaws, or may apply to the Court of Chancery for a decree summarily ordering an election as provided in Section 211 of the DGCL.
3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE.
The Board may hold meetings, both regular and special, either within or outside the State of Delaware.
Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the Board, or any committee designated by the Board, may participate in a meeting of the Board, or any committee, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.
3.6 REGULAR MEETINGS.
Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board.
3.7 SPECIAL MEETINGS; NOTICE.
Special meetings of the Board for any purpose or purposes may be called at any time by the chairperson of the Board, the chief executive officer, the president, the secretary or a majority of the authorized number of directors.
Notice of the time and place of special meetings shall be:
(i) delivered personally by hand, by courier or by telephone;
(ii)sent by United States first-class mail, postage prepaid;
(iii) sent by facsimile; or
(iv) sent by electronic mail, directed to each director at that director’s address, telephone number, facsimile number or electronic mail address, as the case may be, as shown on the Corporation’s records.
If the notice is (i) delivered personally by hand, by courier or by telephone, (ii) sent by facsimile or (iii) sent by electronic mail, it shall be delivered or sent at least 24 hours before the time of the holding of the meeting. If the notice is sent by United States mail, it shall be deposited in the United States mail at least four days before the time of the holding of the meeting. Any oral notice may be communicated to the director. The notice need not specify the place of the meeting (if the meeting is to be held at the Corporation’s principal executive office) nor the purpose of the meeting.
3.8 QUORUM.
At all meetings of the Board, a majority of the authorized number of directors shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the certificate of incorporation or these bylaws. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.
A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.
3.9 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING.
Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
3.10 FEES AND COMPENSATION OF DIRECTORS.
Unless otherwise restricted by the certificate of incorporation or these bylaws, the Board shall have the authority to fix the compensation of directors.
3.11 REMOVAL OF DIRECTORS.
Any director may be removed from office at any special or annual meeting of the shareholders by a majority of stockholders of the Corporation.
No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such director’s term of office.
ARTICLE IV - COMMITTEES
4.1 COMMITTEES OF DIRECTORS.
The Board may, by resolution passed by a majority of the authorized number of directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board or in these bylaws, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority to (i) approve or adopt, or recommend to the stockholders, any action or matter expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopt, amend or repeal any bylaw of the Corporation.
4.2 COMMITTEE MINUTES.
Each committee shall keep regular minutes of its meetings and report the same to the Board when required.
4.3 MEETINGS AND ACTION OF COMMITTEES.
Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of:
(i) Section 3.5 (place of meetings and meetings by telephone);
(ii) Section 3.6 (regular meetings);
(iii) Section 3.7 (special meetings and notice);
(iv) Section 3.8 (quorum);
(v) Section 3.9 (action without a meeting); and
| (vi) | Section 7.12 (waiver of notice) with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board and its members; provided, however: |
| (i) | the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee; |
| (ii) | special meetings of committees may also be called by resolution of the Board; and |
| (iii) | notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board may adopt rules for the governance of any committee not inconsistent with the provisions of these bylaws. |
ARTICLE V - OFFICERS
5.1 OFFICERS.
The officers of the Corporation shall be a president and a secretary. The Corporation may also have, at the discretion of the Board, a chairperson of the Board, a vice chairperson of the Board, a chief executive officer, a chief financial officer or treasurer, one or more vice presidents, one or more assistant vice presidents, one or more assistant treasurers, one or more assistant secretaries, and any such other officers as may be appointed in accordance with the provisions of these bylaws. Any number of offices may be held by the same person.
5.2 APPOINTMENT OF OFFICERS.
The Board shall appoint the officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Sections 5.3 and 5.5 of these bylaws, subject to the rights, if any, of an officer under any contract of employment.
5.3 SUBORDINATE OFFICERS.
The Board may appoint, or empower the chief executive officer or, in the absence of a chief executive officer, the president, to appoint, such other officers and agents as the business of the Corporation may require. Each of such officers and agents shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the Board may from time to time determine.
5.4 REMOVAL AND RESIGNATION OF OFFICERS.
Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board at any regular or special meeting of the Board or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board.
Any officer may resign at any time by giving written notice to the Corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.
5.5 VACANCIES IN OFFICES.
Any vacancy occurring in any office of the Corporation shall be filled by the Board or as provided in Section 5.2.
5.6 REPRESENTATION OF SHARES OF OTHER CORPORATIONS.
The chairperson of the Board, the president, any vice president, the treasurer, the secretary or assistant secretary of this Corporation, or any other person authorized by the Board or the president or a vice president, is authorized to vote, represent, and exercise on behalf of this Corporation all rights incident to any and all shares of any other Corporation or Corporations standing in the name of this Corporation. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.
5.7 CHAIRPERSON OF THE BOARD.
The chairperson of the Board, if such an officer be elected, shall, if present, preside at meetings of the board of directors and exercise such other powers and perform such other duties as may from time to time be assigned to him by the board of directors or as may be prescribed by these bylaws. If there is no chairperson of the Board, then the chief executive officer of the Corporation shall have the powers and duties prescribed herein.
5.8 CHIEF EXECUTIVE OFFICER.
Subject to such supervisory powers, if any, as may be given by the Board to the chairperson of the Board, if there be such an officer, the chief executive officer of the Corporation shall, subject to the control of the Board, have general supervision, direction and control of the business and the officers of the Corporation. He or she shall preside at all meetings of the stockholders and, in the absence or nonexistence of a chairperson of the Board, at all meetings of the Board.
5.9 PRESIDENT.
Subject to such supervisory powers, if any, as may be given by the Board to the chief executive officer, if there be such an officer, the president of the Corporation shall, subject to the control of the Board, have general supervision over the operations of the Corporation. He or she shall have the general powers and duties of management usually vested in the office of president of a Corporation and shall have such other powers and perform such other duties as may be prescribed by the Board or these bylaws.
5.10 VICE PRESIDENTS.
In the absence or disability of the president, and if there is no chairperson of the Board, the vice presidents, if any, in order of their rank as fixed by the Board or, if not ranked, a vice president designated by the Board, shall perform all the duties of the president and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president. The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board, these bylaws, the president or the chairperson of the Board.
5.11 SECRETARY.
The secretary shall keep or cause to be kept, at the principal executive office of the Corporation or such other place as the Board may direct, a book of minutes of all meetings and actions of the Board, committees of directors and stockholders. The minutes shall show the time and place of each meeting, whether regular or special (and, if special, how authorized and the notice given), the names of those present at directors’ meetings or committee meetings, the number of shares present or represented at stockholders’ meetings and the proceedings thereof.
The secretary shall keep, or cause to be kept, at the principal executive office of the Corporation or at the office of the Corporation’s transfer agent or registrar, as determined by resolution of the Board, a share register or a duplicate share register, showing the names of all stockholders and their addresses, the number and classes of shares held by each, and, if certificates have been issued, the number and date of certificates evidencing such shares and the number and date of cancellation of every certificate surrendered for cancellation.
The secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the Board required to be given by law or by these bylaws. He or she shall keep the seal of the Corporation, if one be adopted, in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board or by these bylaws.
5.12 CHIEF FINANCIAL OFFICER.
The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and shares. The books of account shall at all reasonable times be open to inspection by any director for a purpose reasonably related to his position as a director.
The chief financial officer shall deposit all money and other valuables in the name and to the credit of the Corporation with such depositaries as may be designated by the Board. He or she shall disburse the funds of the Corporation as may be ordered by the Board, shall render to the president and directors, whenever they request it, an account of all of his or her transactions as chief financial officer and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board or these bylaws.
5.13 AUTHORITY AND DUTIES OF OFFICERS.
In addition to the foregoing authority and duties, all officers of the Corporation shall respectively have such authority and perform such duties in the management of the business of the Corporation as may be designated from time to time by the Board or the stockholders and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board.
ARTICLE VI - RECORDS AND REPORTS
6.1 MAINTENANCE AND INSPECTION OF RECORDS.
The Corporation shall, either at its principal executive office or at such place or places as designated by the Board, keep a record of its stockholders listing their names and addresses and the number and class of shares held by each stockholder, a copy of these bylaws as amended to date, accounting books, and other records.
Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business, at such stockholder’s expense, to inspect for any proper purpose the Corporation’s stock ledger, a list of its stockholders, and its other books and records and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent is the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing that authorizes the attorney or other agent so to act on behalf of the stockholder. The demand under oath shall be directed to the Corporation at its registered office in Delaware or at its principal executive office.
6.2 INSPECTION BY DIRECTORS.
Any director shall have the right to examine the Corporation’s stock ledger, a list of its stockholders, and its other books and records for a purpose reasonably related to his or her position as a director. The Court of Chancery is hereby vested with the exclusive jurisdiction to determine whether a director is entitled to the inspection sought. The Court may summarily order the Corporation to permit the director to inspect any and all books and records, the stock ledger, and the stock list and to make copies or extracts therefrom. The Court may, in its discretion, prescribe any limitations or conditions with reference to the inspection, or award such other and further relief as the Court may deem just and proper.
ARTICLE VII - GENERAL MATTERS
7.1 EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS.
The Board, except as otherwise provided in these bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the Board or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.
7.2 STOCK CERTIFICATES; PARTLY PAID SHARES.
The shares of the Corporation shall be represented by certificates, provided that the Board may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board, every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of the Corporation by the chairperson or vice-chairperson of the Board, or the president or vice-president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of such Corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. The Corporation also may issue paperless book-entry shares as a pre-condition for inclusion in the DWAC/FAST and DRS Profile systems offered by The Depository Trust & Clearing Corporation.
The Corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid shares, or upon the books and records of the Corporation in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the Corporation shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.
7.3 SPECIAL DESIGNATION ON CERTIFICATES.
If the Corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the Corporation shall issue to represent such class or series of stock; provided, however, that, except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the Corporation shall issue to represent such class or series of stock a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.
7.4 LOST CERTIFICATES.
Except as provided in this Section 7.4, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the Corporation and cancelled at the same time. The Corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.
7.5 CONSTRUCTION; DEFINITIONS.
Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the DGCL shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a business entity and a natural person.
7.6 DIVIDENDS.
The Board, subject to any restrictions contained in either (i) the DGCL, or (ii) the certificate of incorporation, may declare and pay dividends upon the shares of its capital stock. Dividends may be paid in cash, in property, or in shares of the Corporation’s capital stock.
The Board may set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property of the Corporation, and meeting contingencies.
7.7 FISCAL YEAR.
The fiscal year of the Corporation shall be fixed by resolution of the Board and may be changed by the Board.
7.8 SEAL.
The Corporation may adopt a corporate seal, which shall be adopted and which may be altered by the Board. The Corporation may use the corporate seal by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.
7.9 TRANSFER OF STOCK.
To the extent that certificates have been issued, upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction in its books.
7.10 STOCK TRANSFER AGREEMENTS.
The Corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the Corporation to restrict the transfer of shares of stock of the Corporation of any one or more classes owned by such stockholders in any manner not prohibited by the DGCL.
7.11 REGISTERED STOCKHOLDERS.
The Corporation:
(i) shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner;
(ii) shall be entitled to hold liable for calls and assessments the person registered on its books as the owner of shares; and
(iii) shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.
7.12 WAIVER OF NOTICE.
Whenever notice is required to be given under any provision of the DGCL, the certificate of incorporation or these bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the certificate of incorporation or these bylaws.
7.13 FORUM FOR ADJUDICATING DISPUTES.
(a) Unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the Court of Chancery of the State of Delaware (or, if that court lacks subject matter jurisdiction, another federal or state court situated in the State of Delaware) shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation, its directors, officers or employees arising pursuant to any provision of the DGCL, the certificate of incorporation or these bylaws, or (iv) any action asserting a claim against the Corporation, its directors, officers or employees governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Section 7.13.
(b) Unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States situated in the State of Delaware shall be the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act of 1933 and the Securities Exchange Act of 1934. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Section 7.13.
(c) If any action the subject matter of which is within the scope of Section 7.13(a) above is filed in a court other than a court located within the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the state and/or federal courts (as applicable) located within the State of Delaware in connection with any action brought in any such court to enforce Section 7.13(a) above (an “FSC Enforcement Action”) and (ii) having service of process made upon such stockholder in any such FSC Enforcement Action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.
(d). If any provision or provisions of this Section 7.13 shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Section 7.13 (including, without limitation, each portion of any sentence of this Section 7.13 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Section 713.
ARTICLE VIII - NOTICE BY ELECTRONIC TRANSMISSION
8.1 NOTICE BY ELECTRONIC TRANSMISSION.
Without limiting the manner by which notice otherwise may be given effectively to stockholders pursuant to the DGCL, the certificate of incorporation or these bylaws, any notice to stockholders given by the Corporation under any provision of the DGCL, the certificate of incorporation or these bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the Corporation. Any such consent shall be deemed revoked if:
(i) the Corporation is unable to deliver by electronic transmission two consecutive notices given by the Corporation in accordance with such consent; and
(ii) such inability becomes known to the secretary or an assistant secretary of the Corporation or to the transfer agent, or other person responsible for the giving of notice.
However, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.
Any notice given pursuant to the preceding paragraph shall be deemed given:
(i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice;
(ii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice;
(iii) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and
(iv) if by any other form of electronic transmission, when directed to the stockholder.
An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the Corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.
8.2 DEFINITION OF ELECTRONIC TRANSMISSION.
An “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.
8.3 INAPPLICABILITY.
Notice by a form of electronic transmission shall not apply to Sections 164, 296, 311, 312 or 324 of the DGCL.
ARTICLE IX - INDEMNIFICATION
9.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Corporation shall indemnify and hold harmless, to the fullest extent permitted by the DGCL as it presently exists or may hereafter be amended, any director or officer of the Corporation who was or is made or is threatened to be made a party or otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation or is or was serving at the written request of the Corporation as a director, officer, employee or agent of another Corporation or of a partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any such Proceeding. The Corporation shall be required to indemnify a person in connection with a Proceeding initiated by such person only if the Proceeding was authorized by the Board.
9.2 INDEMNIFICATION OF OTHERS
The Corporation may indemnify and hold harmless, to the extent permitted by the DGCL as it presently exists or may hereafter be amended, any employee or agent of the Corporation who was or is made or is threatened to be made a party or otherwise involved in any Proceeding by reason of the fact that he or she is or was an employee or agent of the Corporation or is or was serving at the written request of the Corporation as a director, officer, employee or agent of another Corporation or of a partnership, joint venture, trust or enterprise against expenses actually and reasonably incurred by such person in connection with any such Proceeding.
9.3 PREPAYMENT OF EXPENSES
The Corporation shall pay the expenses incurred by any officer or director of the Corporation, and may pay the expenses incurred by any employee or agent of the Corporation, in defending any Proceeding in advance of its final disposition; provided, however, that the payment of expenses incurred by a person in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the person to repay all amounts advanced if it should be determined that the person is not entitled to be indemnified under this Article IX or otherwise.
9.4 DETERMINATION; CLAIM
If a claim for indemnification or payment of expenses under this Article IX is not paid in full within sixty days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim.
9.5 NON-EXCLUSIVITY OF RIGHTS
The rights conferred on any person by this Article IX shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the certificate of incorporation, these bylaws, agreement, vote of stockholders or disinterested directors or otherwise.
9.6 INSURANCE
The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of the DGCL.
9.7 OTHER INDEMNIFICATION
The Corporation’s obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust, enterprise or non-profit entity shall be reduced by any amount such person may collect as indemnification from such other Corporation, partnership, joint venture, trust, enterprise or non-profit enterprise.
9.8 AMENDMENT OR REPEAL
Any repeal or modification of the foregoing provisions of this Article IX shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.
ARTICLE X - AMENDMENTS
These bylaws may be adopted, amended or repealed by the board of directors or a majority of the stockholders entitled to vote thereon.
Exhibit 5.1
 |
1701 Pennsylvania Avenue, N.W. Suite 200 Washington, D.C. 20006 Direct: 844-285-4263 ext. 758 Cell: (301) 910-2030 estern@culhanemeadows.com
Ernest M. Stern Partner |
October 24, 2023
Nordicus Partners Corporation
3651 Lindell Road
Suite D565
Las Vegas, NV 89103
Attn: Ashley Kellogg, CPA
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
We have acted as counsel for Nordicus Partners Corporation, a Delaware corporation (the “Company”), in connection with the resale Registration Statement on Form S-1 (Registration Number 333-274588) as amended (the “Registration Statement”), relating to the registration under the Securities Act of 1933, as amended (the “Act”), of up to 8,980,857 previously issued and outstanding shares of common stock of the Company, par value $.001 per share (the “Common Stock”), held by current shareholders of the Company (the “Selling Stockholders”). Unless otherwise indicated, capitalized terms used herein shall have the meanings ascribed thereto in the Registration Statement.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware, and we express no opinion with respect to any other laws.
Based upon the foregoing and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that the shares of Common Stock held by the Selling Stockholders have been duly authorized and issued.
Our opinion is subject to: (i) the effect of bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors; and (ii) the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which a proceeding is brought. We express no opinion or confirmation as to federal or state securities laws, tax laws, antitrust or trade regulation laws, insolvency or fraudulent transfer laws, antifraud laws, compliance with fiduciary duty requirements, pension or employee benefit laws, FINRA rules or stock exchange rules (without limiting other laws excluded by customary practice).
|
SEC October 24, 2023 Page 2 of 2 |
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
| Very truly yours, | |
| Culhane Meadows PLLC | |
| /s/ Culhane Meadows PLLC |
Exhibit 10.7
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 5th day of September, 2023 (the “Effective Date”), by and between Nordicus Partners Corporation, a Delaware corporation (the “Company”), and Henrik Rouf (“Executive”), and is made with reference to the following facts:
A. The Company desires to employ Executive as its President and Chief Executive Officer in order to have the benefit of Executive’s special knowledge, experience, reputation and abilities in the industry in which the Company is engaged;
B. Executive has advised the Company of his willingness to act as President and Chief Executive Officer and to utilize his special knowledge, experience, reputation and abilities for the benefit of the Company and its members under the terms and conditions provided herein; and
C. This Agreement amends and restates the Executive Employment Agreement dated April 1, 2023, between EKIMAS Corporation, the predecessor company to the Company, to update the references from EKIMAS Corporation to Nordicus Partners Corporation and to add the title of President for Executive in addition to CEO.
NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth and other good and valuable consideration had and received, the parties hereto hereby agree as follows:
1. Employment. Upon and subject to the terms, conditions and other provisions of this Agreement, the Company hereby employs Executive and Executive hereby accepts this employment and agrees to exercise and perform faithfully, exclusively (subject to Section 2(c) hereof), and to the best of his ability on behalf of the Company the powers and duties of President and Chief Executive Officer on the terms and conditions set forth herein.
2. Executive’s Services and Duties. During the term of this Agreement, Executive shall:
(a) Observe and conform to the policies and directions promulgated from time to time by the Company’s Board of Directors (the “Board”).
(b) Serve as President and Chief Executive Officer and perform all services, acts and things necessary or advisable to manage and conduct the business of the Company, subject to the policies set by the Board. Subject to the supervision and control of the Board, to whom she shall report, Executive shall do and perform all services and acts necessary or advisable to fulfill the duties and responsibilities of his positions as President and Chief Executive Officer and shall render such services on the terms set forth herein. In addition, Executive shall have such other executive and managerial powers and duties with respect to the Company and its subsidiaries, affiliates and strategic partners as may be assigned to him by the Board.
(c) Except for sick leave, vacations (as provided in Section 4(c), below), and excused leaves of absence, Executive shall, throughout the Term, devote all his working time, attention, knowledge and skills faithfully and to the best of his ability, to the duties and responsibilities of his position in furtherance of the business affairs and activities of the Company and its subsidiaries, affiliates and strategic partners; provided that Executive may engage in such personal, professional, investment, business and charitable activities as do not conflict with the business of the Company or interfere with Executive’s duties under this Agreement. Executive shall at all times be subject to, observe and carry out such rules, regulations, policies, directions, and restrictions as the Board of Directors of the Company and/or the Company may from time to time establish for senior executive officers of the Company.
3. Term. The term of Executive’s employment by the Company pursuant to this Agreement shall commence on the date hereof and, unless sooner terminated as provided in this Agreement or extended by mutual agreement of the parties hereto, shall terminate and expire on the first anniversary of the date hereof, subject to the terms and conditions contained herein.
4. Compensation and Other Benefits. As compensation in full for the services to be rendered by Executive hereunder, the Company shall pay, and Executive shall accept, the following compensation:
(a) Salary. The Company shall pay to Executive a salary, exclusive of bonus compensation, of $72,000 per year, payable in equal monthly installments during the term of this Agreement.
(b) Bonus. Executive shall be entitled to bonus compensation at the sole discretion of the Board, based upon Executive’s performance of his duties under this Agreement
(c) Vacation. In addition to normal public holidays, Executive shall be entitled to four weeks of paid vacation during each calendar year, which shall accrue monthly on a pro rata basis from the Effective Date.
(d) Benefits Generally Offered. Executive shall be entitled to participate in all fringe benefit programs that the Company generally makes available to its executive officers, including without limitation vacation and paid other paid leave, group hospitalization, group disability policies, medical and dental plans and group life insurance plans.
5. Certain Business Expenses. Executive is authorized to incur ordinary, necessary and reasonable expenses in the course of performing his duties and obligations with respect to the business of the Company, including expenses for entertainment, travel and similar items; provided that the Company shall at all times comply with the Company’s policies regarding expense reimbursements. the Company shall promptly reimburse Executive for all such expenses paid by Executive on behalf of the Company upon the presentation by Executive of an itemized request for reimbursement of expenditures supported by documentation on the Company-approved forms.
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6. Proprietary Rights and Confidentiality. Executive has entered into an Executive Invention Assignment and Confidentiality Agreement, which agreement, attached hereto as Annex A, is hereby incorporated herein in its entirety.
7. Executive Representation and Warranty. Executive warrants and represents to and covenants with the Company that the execution, delivery and performance of the Agreement by Executive do not conflict with or violate any provision of or constitute a default under any agreement, judgment, award or decree to which Executive is a party or by which Executive is bound.
8. Termination Prior to Expiration of Term.
(a) Executive’s employment hereunder may be terminated by the Company for Cause as set forth below, upon 30 days’ written notice to Executive which describes such cause in detail. Executive shall have no right to receive the compensation and other benefits set forth in this Section 4 for any period commencing after the date of termination for cause. For these purposes, subject to Section 8(b), the term “Cause” as used in this Agreement shall mean any one or more of the following:
(i) Conviction of Executive of any felony involving moral turpitude and affecting or relating to the business of the Company (including, without limitation, his entering of any plea of nolo contendere in connection with any such felony proceeding);
(ii) Executive’s willful or intentional conduct resulting in material damage to the Company or the Company’s business reputation;
(iii) Executive’s material breach of any material provisions of this Agreement or his employment with the Company (including, without limitation, his breach of the Executive Invention Assignment and Confidentiality Agreement attached hereto as Annex A); or
(iv) Executive’s willful failure or gross neglect to obey the good faith directions of the Company.
(b) Under no circumstances shall there be other grounds for termination of Executive for Cause hereunder other than those set forth in Section 8 hereof.
9. Death During Employment. If Executive dies during the term of his employment hereunder, the Company shall pay to the estate of Executive the compensation which would otherwise be payable to Executive up to the end of the month in which his death occurs, and the Company shall have no further obligation under this Agreement.
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10. Covenant Not to Compete. In the event that the Company terminates Executive’s employment hereunder for Cause, or in the event that Executive voluntarily terminates his employment hereunder, Executive shall, in connection with any sale of all or substantially all of his equity interests in the Company resulting from such termination, be prohibited from carrying on or participating in a business similar to that of the Company for a period of six months following such termination, unless Executive has express prior written consent from the Board, which approval shall not be unreasonably withheld.
11. Notices. All notices, requests, demands, communications, statements or other documents which one party shall be required or shall desire to give to another hereunder shall be in writing and shall be given by the parties hereto only in one of the following ways:
(a) By personal delivery; or
(b) By addressing it as indicated below, and by depositing it certified mail, postage prepaid, in the mail; or
(c) By addressing it as indicated below, and by delivering it by email at the email address indicated below.
If so delivered, mailed, or telecopied each such notice, request, demand, communication, statement, or other document shall, except as herein expressly provided, be conclusively deemed to have been given when personally delivered, or on the date of receipt if delivery by telecopy, or 72 hours after the date of mailing, as the case may be. The addresses of the parties shall be the following until such time as written notice of any change is provided to the parties to this Agreement.
| If to the Company: | Nordicus
Partners Corporation
yankowitz@smcounsel.com | |
| If to Executive: | Henrik
Rouf Los Angeles, CA 90046
Email: hr@nordicuspartners.com |
12. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
13. Headings. The headings herein are for convenience only, do not constitute a part of this Agreement, and shall not be deemed to limit or affect any of the provisions hereof.
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14. Entire Understanding. This Agreement constitutes the entire agreement and understanding between the parties with respect to the employment of Executive by the Company, and supersedes all prior agreements, representations and understandings, both written and oral, between the parties hereto with respect to the subject matter hereof.
15. Amendments. This Agreement may not be modified or changed except by written instrument signed by both parties hereto.
16. Dispute Resolutions. (j) Arbitration. Any action to enforce or interpret this Agreement, or to resolve disputes with respect to this Agreement as between the parties shall be settled by arbitration in accordance with the rules of the American Arbitration Association. Arbitration shall be the exclusive dispute resolution process in the State of California, but arbitration shall be a nonexclusive process elsewhere. Any party may commence arbitration by sending a written demand for arbitration to the other parties. Such demand shall set forth the nature of the matter to be resolved by arbitration. The Company shall select the place of arbitration. The substantive law of the State of California shall be applied by the arbitrator to the resolution of the dispute. The parties shall share equally all initial costs of arbitration. The prevailing party shall be entitled to reimbursement of attorney fees, costs, and expenses incurred in connection with the arbitration. All decisions of the arbitrator shall be final, binding, and conclusive on all parties. Judgment may be entered upon any such decision in accordance with applicable law in any court having jurisdiction thereof. The arbitrator (if permitted under applicable law) or such court may issue a writ of execution to enforce the arbitrator’s decision.
17. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of California.
18. Construction. Whenever in this Agreement the context so requires, references to the masculine shall be deemed to include the feminine and neuter, references to the neuter shall be deemed to include the masculine and feminine, and references to the plural shall be deemed to include the singular and the singular to include the plural.
19. Cooperation. Each party hereto shall cooperate with the other party and shall take such further action and shall execute and deliver such further documents as may be necessary or desirable in order to carry out the provisions and purposes of this Agreement.
20. Waiver. No amendment or waiver of any provision of this Agreement shall in any event be effective, unless the same shall be in writing and signed by the parties hereto, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. The failure of any party to insist, in any one or more instances, upon performance of any of the terms, covenants or conditions of this Agreement shall not be construed as a waiver or relinquishment of any rights granted hereunder or any such term, covenant or condition. The failure of any party to insist, in any one or more instances, upon performance of any of the terms, covenants or conditions of this Agreement shall not be construed as a waiver or relinquishment of any rights granted hereunder or any such term, covenant or condition.
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21. Parties in Interest; Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective permitted successors, assigns, heirs and/or personal representatives. Except as specifically provided herein, neither this Agreement nor any interest herein shall be assigned or assignable, by operation of law or otherwise, by any party, without the prior written consent of the other party, except that, without such consent, the Company may assign this Agreement or any interest therein, by operation of law or otherwise, to (a) any successor to all or substantially all of its equity ownership interests, assets or business by dissolution, merger, consolidation, transfer of assets, or otherwise, or (b) any direct or indirect subsidiary of the Company or of any such successor referred in (a) hereof. Nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties and their respective successors and permitted assigns any rights or remedies under or by reason of this Agreement.
22. Severability. If any provision of this Agreement shall be deemed invalid, unenforceable or illegal, then notwithstanding such invalidity, unenforceability or illegality the remainder of this Agreement shall continue in full force and effect.
23. Full Understanding. Executive represents and agrees that she fully understands his right to discuss all aspects of this Agreement with his private attorney, and that to the extent, if any, that she desired, she availed herself of this right. Executive further represents that she has carefully read and fully understands all of the provisions of the Agreement, that she is competent to execute this Agreement, that his agreement to execute this Agreement has not been obtained by any duress and that she freely and voluntarily enters into it, and that she has read this document in its entirety and fully understands the meaning, intent and consequences of this document.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
| The Company: | EXECUTIVE: | ||
| Nordicus Partners Corporation | |||
| By: | /s/ Bennett J. Yankowitz | /s/ Henrik Rouf | |
| Bennett J. Yankowitz, CFO | Henrik Rouf | ||
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SPOUSAL CONSENT
The undersigned, Brandon K. Hines, spouse of Henrik Rouf, has read the foregoing Employment Agreement and does hereby waive any rights or claims he may otherwise have by virtue of community property rights or tenancy in common with regard to the Company’s repurchase rights pursuant to Section 10 therein.
Brandon K. Hines
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ANNEX A
EXECUTIVE
INVENTION ASSIGNMENT
AND CONFIDENTIALITY AGREEMENT
Exhibit 10.8
AMENDED AND RESTATED EXECUTIVE CONSULTING AGREEMENT
This AMENDED AND RESTATED EXECUTIVE CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of the 5th day of September, 2023 (the “Effective Date”), by and between Nordicus Partners Corporation, a Delaware corporation (the “Company”), and Bennett J. Yankowitz (“Executive”), and is made with reference to the following facts:
A. The Company desires to retain Executive on a consulting basis as its Chief Financial Officer in order to have the benefit of Executive’s special knowledge, experience, reputation and abilities in the industry in which the Company is engaged; and
B. Executive has advised the Company of his willingness to act as Chief Financial Officer and to utilize his special knowledge, experience, reputation and abilities for the benefit of the Company and its members under the terms and conditions provided herein.
C. This Agreement amends and restates the prior Executive Consulting Agreement dated April 1, 2023, to replace EKIMAS Corporation, the predecessor of the Company, with Nordicus Partners Corporation.
NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth and other good and valuable consideration had and received, the parties hereto hereby agree as follows:
1. Consultancy.
(a) Upon and subject to the terms, conditions and other provisions of this Agreement, the Company hereby retains Executive as its consultant and Executive hereby accepts this retention and agrees to exercise and perform faithfully, and to the best of his ability on behalf of the Company the powers and duties of Chief Financial Officer on the terms and conditions set forth herein.
(b) Executive enters into this agreement as, and shall continue to be, an independent contractor. Under no circumstances shall Executive look to the Company as his employer, or as a partner, agent, or principal. Executive shall not be entitled to any benefits accorded to the Company’s employees including worker’s compensation, disability insurance, vacation or sick pay. Executive shall be responsible for providing, at Executive’s expense, and in Executive’s name, disability, worker’s compensation or other insurance as well as licenses and permits usual or necessary for performing his services.
(c) Executive shall pay, when and as due, any and all taxes incurred as a result of Executive’s compensation, including estimated taxes, and shall provide the Company with proof of payment on demand. Executive indemnifies the Company for any claims, losses, costs, fees, liabilities, damages or injuries suffered by Company arising out of Executive’s breach of this section.
2. Executive’s Services and Duties. During the term of this Agreement, Executive shall:
(a) Observe and conform to the policies and directions promulgated from time to time by the Company’s Board of Directors (the “Board”).
(b) Serve as Chief Financial Officer and perform all services, acts and things necessary or advisable to manage and conduct the business of the Company, subject to the policies set by the Board. Subject to the supervision and control of the Chief Executive Officer, to whom she shall report, Executive shall do and perform all services and acts necessary or advisable to fulfill the duties and responsibilities of his position as Chief Financial Officer and shall render such services on the terms set forth herein. In addition, Executive shall have such other executive and managerial powers and duties with respect to the Company and its subsidiaries, affiliates and strategic partners as may be assigned to him by the Chief Executive Officer.
(c) The Company acknowledges and agrees that Executive is acting as a part-time consultant and has other business commitments. The Executive agrees to provide the Company up to 15 hours per week to the provision of services hereunder. Notwithstanding the foregoing, that Executive may engage in such personal, professional, investment, business and charitable activities as do not conflict with the business of the Company or interfere with Executive’s duties under this Agreement. Executive shall at all times be subject to, observe and carry out such rules, regulations, policies, directions, and restrictions as the Board of Directors of the Company and/or the Company may from time to time establish for senior executive officers of the Company. The Company acknowledges and agrees that this agreement does not cover any legal services, and that the Company has retained Shumaker Mallory LLP (to which Executive is Of Counsel) as its outside counsel,
3. Term. The term of Executive’s employment by the Company pursuant to this Agreement shall commence on the date hereof and, unless sooner terminated as provided in this Agreement or extended by mutual agreement of the parties hereto, shall terminate and expire on the first anniversary of the date hereof, subject to the terms and conditions contained herein.
4. Compensation and Other Benefits. As compensation in full for the services to be rendered by Executive hereunder, the Company shall pay, and Executive shall accept, the following compensation:
(a) Salary. The Company shall pay to Executive a salary, exclusive of bonus compensation, of $36,000 per year, payable in equal monthly installments during the term of this Agreement.
(b) Bonus. Executive shall be entitled to bonus compensation at the sole discretion of the Board, based upon Executive’s performance of his duties under this Agreement
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(c) Vacation. In addition to normal public holidays, Executive shall be entitled to four weeks of paid vacation during each calendar year, which shall accrue monthly on a pro rata basis from the Effective Date.
(d) Benefits Generally Offered. Executive shall be entitled to participate in all fringe benefit programs that the Company generally makes available to its executive officers, including without limitation vacation and paid other paid leave, group hospitalization, group disability policies, medical and dental plans and group life insurance plans.
5. Certain Business Expenses. Executive is authorized to incur ordinary, necessary and reasonable expenses in the course of performing his duties and obligations with respect to the business of the Company, including expenses for entertainment, travel and similar items; provided that the Company shall at all times comply with the Company’s policies regarding expense reimbursements. the Company shall promptly reimburse Executive for all such expenses paid by Executive on behalf of the Company upon the presentation by Executive of an itemized request for reimbursement of expenditures supported by documentation on the Company-approved forms.
6. Proprietary Rights and Confidentiality. Executive has entered into an Executive Invention Assignment and Confidentiality Agreement, which agreement, attached hereto as Annex A, is hereby incorporated herein in its entirety.
7. Executive Representation and Warranty. Executive warrants and represents to and covenants with the Company that the execution, delivery and performance of the Agreement by Executive do not conflict with or violate any provision of or constitute a default under any agreement, judgment, award or decree to which Executive is a party or by which Executive is bound.
8. Termination Prior to Expiration of Term.
(a) Executive’s employment hereunder may be terminated by the Company for Cause as set forth below, upon 30 days’ written notice to Executive which describes such cause in detail. Executive shall have no right to receive the compensation and other benefits set forth in this Section 4 for any period commencing after the date of termination for cause. For these purposes, subject to Section 8(b), the term “Cause” as used in this Agreement shall mean any one or more of the following:
(i) Conviction of Executive of any felony involving moral turpitude and affecting or relating to the business of the Company (including, without limitation, his entering of any plea of nolo contendere in connection with any such felony proceeding);
(ii) Executive’s willful or intentional conduct resulting in material damage to the Company or the Company’s business reputation;
(iii) Executive’s material breach of any material provisions of this Agreement or his employment with the Company (including, without limitation, his breach of the Executive Invention Assignment and Confidentiality Agreement attached hereto as Annex A); or
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(iv) Executive’s willful failure or gross neglect to obey the good faith directions of the Company.
(b) Under no circumstances shall there be other grounds for termination of Executive for Cause hereunder other than those set forth in Section 8 hereof.
9. Death During Employment. If Executive dies during the term of his employment hereunder, the Company shall pay to the estate of Executive the compensation which would otherwise be payable to Executive up to the end of the month in which his death occurs, and the Company shall have no further obligation under this Agreement.
10. Covenant Not to Compete. In the event that the Company terminates Executive’s employment hereunder for Cause, or in the event that Executive voluntarily terminates his employment hereunder, Executive shall, in connection with any sale of all or substantially all of his equity interests in the Company resulting from such termination, be prohibited from carrying on or participating in a business similar to that of the Company for a period of six months following such termination, unless Executive has express prior written consent from the Board, which approval shall not be unreasonably withheld.
11. Notices. All notices, requests, demands, communications, statements or other documents which one party shall be required or shall desire to give to another hereunder shall be in writing and shall be given by the parties hereto only in one of the following ways:
(a) By personal delivery; or
(b) By addressing it as indicated below, and by depositing it certified mail, postage prepaid, in the mail; or
(c) By addressing it as indicated below, and by delivering it by email at the email address indicated below.
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If so delivered, mailed, or telecopied each such notice, request, demand, communication, statement, or other document shall, except as herein expressly provided, be conclusively deemed to have been given when personally delivered, or on the date of receipt if delivery by telecopy, or 72 hours after the date of mailing, as the case may be. The addresses of the parties shall be the following until such time as written notice of any change is provided to the parties to this Agreement.
| If to the Company: | Nordicus
Partners Corporation
Email: hr@nordicuspartners.com | |
| If to Executive: | Bennett
J. Yankowitz Beverly Hills, CA 90212
Email: bjy@yankowitzconsulting.com |
12. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
13. Headings. The headings herein are for convenience only, do not constitute a part of this Agreement, and shall not be deemed to limit or affect any of the provisions hereof.
14. Entire Understanding. This Agreement constitutes the entire agreement and understanding between the parties with respect to the employment of Executive by the Company, and supersedes all prior agreements, representations and understandings, both written and oral, between the parties hereto with respect to the subject matter hereof.
15. Amendments. This Agreement may not be modified or changed except by written instrument signed by both parties hereto.
16. Dispute Resolutions. (j) Arbitration. Any action to enforce or interpret this Agreement, or to resolve disputes with respect to this Agreement as between the parties shall be settled by arbitration in accordance with the rules of the American Arbitration Association. Arbitration shall be the exclusive dispute resolution process in the State of California, but arbitration shall be a nonexclusive process elsewhere. Any party may commence arbitration by sending a written demand for arbitration to the other parties. Such demand shall set forth the nature of the matter to be resolved by arbitration. The Company shall select the place of arbitration. The substantive law of the State of California shall be applied by the arbitrator to the resolution of the dispute. The parties shall share equally all initial costs of arbitration. The prevailing party shall be entitled to reimbursement of attorney fees, costs, and expenses incurred in connection with the arbitration. All decisions of the arbitrator shall be final, binding, and conclusive on all parties. Judgment may be entered upon any such decision in accordance with applicable law in any court having jurisdiction thereof. The arbitrator (if permitted under applicable law) or such court may issue a writ of execution to enforce the arbitrator’s decision.
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17. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of California.
18. Construction. Whenever in this Agreement the context so requires, references to the masculine shall be deemed to include the feminine and neuter, references to the neuter shall be deemed to include the masculine and feminine, and references to the plural shall be deemed to include the singular and the singular to include the plural.
19. Cooperation. Each party hereto shall cooperate with the other party and shall take such further action and shall execute and deliver such further documents as may be necessary or desirable in order to carry out the provisions and purposes of this Agreement.
20. Waiver. No amendment or waiver of any provision of this Agreement shall in any event be effective, unless the same shall be in writing and signed by the parties hereto, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. The failure of any party to insist, in any one or more instances, upon performance of any of the terms, covenants or conditions of this Agreement shall not be construed as a waiver or relinquishment of any rights granted hereunder or any such term, covenant or condition. The failure of any party to insist, in any one or more instances, upon performance of any of the terms, covenants or conditions of this Agreement shall not be construed as a waiver or relinquishment of any rights granted hereunder or any such term, covenant or condition.
21. Parties in Interest; Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective permitted successors, assigns, heirs and/or personal representatives. Except as specifically provided herein, neither this Agreement nor any interest herein shall be assigned or assignable, by operation of law or otherwise, by any party, without the prior written consent of the other party, except that, without such consent, the Company may assign this Agreement or any interest therein, by operation of law or otherwise, to (a) any successor to all or substantially all of its equity ownership interests, assets or business by dissolution, merger, consolidation, transfer of assets, or otherwise, or (b) any direct or indirect subsidiary of the Company or of any such successor referred in (a) hereof. Nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties and their respective successors and permitted assigns any rights or remedies under or by reason of this Agreement.
22. Severability. If any provision of this Agreement shall be deemed invalid, unenforceable or illegal, then notwithstanding such invalidity, unenforceability or illegality the remainder of this Agreement shall continue in full force and effect.
23. Full Understanding. Executive represents and agrees that she fully understands his right to discuss all aspects of this Agreement with his private attorney, and that to the extent, if any, that she desired, she availed herself of this right. Executive further represents that she has carefully read and fully understands all of the provisions of the Agreement, that she is competent to execute this Agreement, that his agreement to execute this Agreement has not been obtained by any duress and that she freely and voluntarily enters into it, and that she has read this document in its entirety and fully understands the meaning, intent and consequences of this document.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
| The Company: | EXECUTIVE: | ||
| Nordicus Partners Corporation | |||
| By: | /s/ Henrik Rouf | /s/ Bennett J. Yankowitz | |
| Henrik Rouf, President and CEO | Bennett J. Yankowitz | ||
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ANNEX A
EXECUTIVE
INVENTION ASSIGNMENT
AND CONFIDENTIALITY AGREEMENT
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Exhibit 10.11
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the inclusion in this Registration Statement to Form S-1 of our audit report dated July 14, 2023, with respect to the consolidated balance sheet of Nordicus Partners Corporation and Subsidiary as of March 31, 2023, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for the year then ended.
Our report relating to those financial statements includes an emphasis of matter paragraph regarding substantial doubt as to the Company’s ability to continue as a going concern.
We also consent to the reference to us under the heading “Experts” in such Registration Statement.
Spokane, Washington
November 27, 2023
Exhibit 23.2
Consent of Independent Registered Accounting Firm
We hereby consent to the use in the Registration Statement on Form S-1/A amendment #2 of our report dated June 27, 2022 related to the March 31, 2022 financial statements of Nordicus Partners Corporation (f/k/a Ekimas Corporation).
We also consent to the reference to us under the caption “Experts” in the Registration Statement.
/s/ Liggett & Webb, P.A.
Liggett & Webb, P.A.
Boynton Beach, Florida
November 27, 2023