Nordicus Partners Corp 10-Q for FY2026 Q3
Nordicus Partners Corp (NORD)
About this 10-Q
Nordicus Partners Corp filed this 10-Q on February 13, 2026, covering the quarter ended December 31, 2025 (FY2026 Q3).
Headline figures
Quarter ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $1.23M
- compared with a net loss of $1.54M a year earlier
- Diluted EPS
- -$0.07
- compared with -$0.13 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission
File No.
(Name of small business issuer in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Issuer’s
telephone number
Securities registered under Section 12(b) of the Exchange Act:
| None | None | |
| Title of each class | Name of each exchange on which registered |
Securities
registered pursuant to Section 12(g) of the Act:
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☐ Large Accelerated Filer | ☐ Accelerated Filer | |
| ☒
|
||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No
As of February 10, 2026, there were shares of the registrant’s Common Stock outstanding.
NORDICUS PARTNERS CORPORATION AND SUBSIDIARIES
TABLE OF CONTENTS
| 2 |
PART I - FINANCIAL INFORMATION
Item 1. Unaudited Financial Statements
NORDICUS PARTNERS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| December 31, 2025 | March 31, 2025 | |||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| In-process research and development | ||||||||
| Property, plant, and equipment, net | ||||||||
| Goodwill | ||||||||
| Investment in Mag Mile Capital, Inc. | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Total current liabilities | ||||||||
| Deferred tax liability | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Stockholders’ equity: | ||||||||
| Preferred stock, Series A Junior; $ par value; shares authorized; shares issued and outstanding | ||||||||
| Preferred stock, undesignated; $ par value; shares authorized; shares issued and outstanding | ||||||||
| Preferred stock, value | ||||||||
| Common Stock; $ par value; shares authorized; and shares issued and outstanding at December 31, 2025 and March 31, 2025, respectively | ||||||||
| Treasury stock; and shares at cost at December 31, 2025 and March 31, 2025, respectively | ( | ) | ( | ) | ||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive income | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total equity attributed to the parent | ||||||||
| Non-controlling interest | ( | ) | ||||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 3 |
NORDICUS PARTNERS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| For the three months ended | For the nine months ended | |||||||||||||||
| December 31, | December 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Officer compensation | ||||||||||||||||
| Professional fees | ||||||||||||||||
| Consulting expense | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Research and development | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other (expense) income: | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Change in fair value of warrant liability (related party) | ( | ) | ( | ) | ||||||||||||
| Change in fair value of investment | ( | ) | ( | ) | ||||||||||||
| Other expense | ( | ) | ( | ) | ||||||||||||
| Total other (expense) income | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss before provision for income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision for income tax | ||||||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss attributable to noncontrolling interests | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss attributable to Nordicus Partners Corporation | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Other comprehensive income (loss): | ||||||||||||||||
| Foreign currency translation adjustment | ( | ) | ( | ) | ( | ) | ||||||||||
| Comprehensive income (loss) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||
| Net loss per share attributable to Nordicus Partners Corporation - basic and diluted | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Weighted average common shares outstanding - basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 4 |
NORDICUS PARTNERS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2025 AND 2024
(Unaudited)
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Stock | Income (Loss) | to Parent | Interest | Equity | ||||||||||||||||||||||||||||||||||||||||
| Common Stock | Preferred Stock, Series A Junior | Preferred Stock, Undesignated | Additional Paid-in | Accumulated | Treasury | Accumulated Other Comprehensive | Total Equity Attributed | Non-Controlling | Total Stockholders’ | |||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Stock | Income (Loss) | to Parent | Interest | Equity | ||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Issuance of restricted common stock | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of restricted common stock | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Issuance of restricted common stock | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity issued by subsidiary in connection with acquisition of intellectual property | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of shares | ( | ) | — | — | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||||
| 5 |
| Common Stock | Preferred Stock, Series A Junior | Preferred Stock, Undesignated | Additional Paid-in | Accumulated | Treasury | Accumulated Other Comprehensive | Total Equity Attributed | Non-Controlling | Total Stockholders’ | |||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Stock | Income (Loss) | to Parent | Interest | Equity | ||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | $ | ||||||||||||||||||||||||||||||||||||
| Common Stock issued in Orocidin business combination | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of warrants | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock issued for services | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Forgiveness of debt - related party | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Recognition of non-controlling interest in acquisition of Orocidin | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | $ | ||||||||||||||||||||||||||||||||||||
| Exercise of warrants | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Orocidin issuance of common stock in capital raise | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of warrants | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock issued in Bio-Convert business combination, net (See Note 10) | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock issued to acquire remaining equity of Orocidin (See Note 10) | — | — | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | $ | ||||||||||||||||||||||||||||||||||||
| Balance | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 6 |
NORDICUS PARTNERS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| 2025 | 2024 | |||||||
| For the nine months ended | ||||||||
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Stock-based compensation | ||||||||
| Change in fair value of investment | ||||||||
| Change in fair value of warrant liability (related party) | ||||||||
| Non-cash expense of IPR&D | ||||||||
| Amortization of website costs | ||||||||
| Shares issued for services | ||||||||
| Loss on sale of assets | ||||||||
| Changes in assets and liabilities: | ||||||||
| Prepaid expenses and other current assets | ( | ) | ( | ) | ||||
| Other assets | ( | ) | ( | ) | ||||
| Accounts payable and accrued expenses | ||||||||
| Foreign currency remeasurement | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Proceeds from sale of plant, property, and equipment | ||||||||
| Purchase of plant, property, and equipment | ( | ) | ||||||
| Cash paid for website costs | ( | ) | ||||||
| Cash acquired in business combinations | ||||||||
| Net cash (used in) provided by investing activities | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||
| Cash paid for stock issuance costs in business combinations | ( | ) | ||||||
| Repurchase of common stock | ( | ) | ||||||
| Proceeds from issuance of common stock | ||||||||
| Proceeds from Orocidin issuance of common stock in capital raise | ||||||||
| 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 disclosures of non-cash information: | ||||||||
| NoviThera equity issued for intellectual property | $ | $ | ||||||
| Common Stock issued for the acquisition of Bio-Convert | $ | $ | ||||||
| Common Stock issued for the acquisition of Orocidin | $ | $ | ||||||
| Forgiveness of debt - related party | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 7 |
NORDICUS PARTNERS CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Nordicus
Partners Corporation (the “Company,” or “Nordicus” or “we”) was founded in 1993 as a subsidiary of
PolyMedica Corporation. On January 31, 2020 (the “Closing Date”), 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 March 3, 2020, we filed a Certificate of Amendment to the Company’s Certificate of Incorporation. This amendment was unanimously approved by our Board of Directors, 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 shares of our Common Stock, on a post-split
basis, or approximately
Pursuant
to the SPA, the Company effectuated a
On
February 23, 2023, the Company and NP Bioinnovation A/S (formerly Nordicus Partners A/S and Managementselskabet af 12.08.2020 A/S), a
Danish stock corporation, consummated the transactions contemplated by a certain contribution agreement (the “Contribution Agreement”)
by and among the Company, NP Bioinnovation A/S, 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”, and each individually
as a “Seller”). 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 February 23, 2023, Tom Glaesner Larsen and Christian Hill-Madsen were appointed directors of the Company.
On May 17, 2023, the Company changed its name to Nordicus Partners Corporation and its ticker symbol to NORD.
On
June 1, 2023, the Company acquired a
| 8 |
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 November 29, 2023, the Company’s subsidiary, Nordicus Partners A/S, changed its name to Managementselskabet af 12.08.2020 A/S. Subsequently on March 10, 2025, Managementselskabet af 12.08.2020 A/S changed its name to NP Bioinnovation A/S.
On
May 13, 2024, the Company and certain shareholders of Orocidin A/S (the “Orocidin Sellers”), a Danish stock corporation (“Orocidin”),
entered into a Stock Purchase and Sale Agreement (the “Agreement”), under which the Orocidin Sellers sold to the Company
shares of the capital stock of Orocidin (the “Orocidin Shares”), representing
On June 3, 2024, Mr. Christian Hill-Madsen resigned as a director of the Company and Peter Severin was appointed as his replacement.
On
November 8, 2024, the Company effected a
On
November 11, 2024, the Company announced that it entered into an agreement with Bio-Convert A/S (“Bio-Convert”) to acquire
On
November 12, 2024, the Company entered into an agreement with Orocidin to acquire the remaining outstanding shares, or approximately
On
August 7, 2025, (1) Henrik Keller resigned from the Board of Directors of the Company, (2) the Board increased its size from three to
five members and (3) appointed Torben S. Jensen, Kim T. Mücke and Andrew J. Ritter to fill the resulting vacancies. On August 7,
2025, the Company executed a Directors Agreement with each of Messrs. Jensen, Mücke and Ritter. Under the Director’s Agreements,
each will receive an annual cash retainer of $
In
October 2025, the Company formed a new subsidiary named NoviThera Aps (“NoviThera”), with the objective to research and develop
a novel and unique Monoclonal antibody (MaB) as a novel innovative therapy for the treatment of psoriasis. The invention and initial
development was made and performed by Alteral Therapeutics (“Alteral”). Alteral is domiciled in Denmark and is a related
party of the Company. Mr. Allan Wehnert, who controls Alteral Therapeutics, was appointed CEO of NoviThera. In exchange for the contribution
of intellectual property to NoviThera, Alteral received
Description of Business
Since the current leadership assumed control of Nordicus, the Company has evolved into a business accelerator and holding company dedicated to helping Nordic life sciences companies succeed in the American market. By combining Nordic innovation with U.S. operational expertise, the Company endeavors to create a distinct advantage in identifying, scaling, and exiting high-potential companies in fast-growing markets with unmet medical needs. Nordicus’ mission is to back high-growth ventures and transformative innovations in the life sciences sector. Nordicus’ portfolio diversification strategy aims to positions it as a stable and resilient company, mitigating risk with significant upside potential.
| 9 |
Nordicus’ current life sciences portfolio consists of three preclinical biotechnology companies in Orocidin, Bio-Convert and NoviThera, led by the accomplished pharmacologist, Allan Wehnert, who serves as CEO of all three companies.
Orocidin is developing a proprietary first-of-its-kind medical treatment for aggressive periodontitis. Most recently, Orocidin successfully completed a 14-day toxicology study in hamsters and a test of effectiveness in a Beagle Dog Study, respectively.
Bio-Convert is focused on a treatment against oral leukoplakia (OLK) – an oral potentially malignant disorder – by developing a novel proprietary mucoadhesive oral topical formulation designed to treat and reduce dysplasia levels, potentially offering a curative solution for oral leukoplakia. Most recently, Bio-Convert received positive and constructive scientific advice from the Danish Medicines Agency (DKMA) regarding its lead candidate, QR-02, as a treatment for oral leukoplakia.
The companies’ innovative breakthroughs are further strengthened by their oral formulations ensuring prolonged adhesion for 12-24 hours and controlled release of the active ingredient, enhancing drug efficacy and patients’ outcomes – a major advancement over normal gels and creams.
NoviThera was formed to research and develop a novel and unique Monoclonal antibody (MaB) as a novel innovative therapy for the treatment of psoriasis
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company’s unaudited condensed 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 and nine months ended December 31, 2025 and 2024, and not necessarily indicative of the results to be expected for the full year ending March 31, 2026. These unaudited condensed consolidated 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, 2025.
Reverse Stock Split
On
November 8, 2024, the Company effectuated a
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 useful lives of long-lived assets and recoverability of those assets, impairment in fair value of goodwill, and the fair value of assets acquired and liabilities assumed in business combinations.
Concentration of Credit Risk
The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company also maintains cash in foreign bank accounts that are not federally insured. The Company continually monitors its banking relationships and consequently has not experienced any losses in its accounts. The Company believes it is not exposed to any significant credit risk on cash.
| 10 |
Cash and Cash Equivalents
Cash
amounts include cash on hand and cash on deposit with banks. 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 unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries—NP Bioinnovation A/S, Orocidin, and Bio-Convert—and its majority-owned subsidiary, NoviThera. All significant intercompany transactions have been eliminated in consolidation.
Segment Information
Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation and used by chief operating decision-maker in deciding how to allocate resources and assess performance. The Company and the Company’s Chief operating decision-maker (“CODM”), the Company’s chief executive officer, view the Company’s operations and manages its business as a single operating segment. See Note 12 for more information.
Translation Adjustment
The reporting currency of the Company is U.S. Dollars. The accounts of the Company’s subsidiaries are maintained in Danish krone. According to Accounting Standards Codification (“ASC”) Topic 830, Foreign Currency Matters, all assets and liabilities were translated at the current exchange rate at respective balance sheets dates, stockholders’ equity transactions are translated at the historical rates and statement of operations accounts are translated at the average exchange rate for the period. The resulting translation adjustments are reported in other comprehensive income (loss) in accordance with ASC Topic 220, Reporting Comprehensive Income (“ASC 220”) in the unaudited condensed consolidated statements of operations and in accumulated other comprehensive income (loss) as a component of stockholders’ equity.
Comprehensive Income (Loss)
Comprehensive income (loss) is comprised of net loss and all changes to the unaudited condensed consolidated statements of stockholders’ equity, except changes in paid-in capital and distributions to shareholders. Comprehensive income (loss) is inclusive of net loss and foreign currency translation adjustments.
Research and Development Costs
Research and development costs consists primarily of costs associated with Orocidin, Bio-Convert, and NoviThera’s ongoing research and development efforts. Research and development costs are expensed as incurred. Advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received.
Stock-based Compensation
The Company accounts for stock-based compensation using the provisions of ASC Topic 718, Stock Compensation, which requires the recognition of the fair value of stock-based compensation. Stock-based compensation is estimated at the grant date based on the fair value of the awards. The Company accounts for forfeitures as they occur. Compensation cost for service awards is recognized using the straight-line method over the vesting period. Compensation cost for performance awards is recognized when the vesting condition becomes probable of occurring. Stock-based compensation is included in officer compensation, general and administrative, research and development, and consulting expense in the unaudited condensed consolidated statements of operations and comprehensive loss.
| 11 |
Fair Value of Financial Instruments
The Company follows paragraph 825-10-50-10 of the FASB ASC for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB ASC (“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 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. |
The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses, accounts payable and accrued expenses approximate their fair value because of the short maturity of those instruments.
Distinguishing Liabilities from Equity
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in the FASB ASC Topic 480, Distinguishing Liabilities from Equity, and ASC Topic 815, Derivatives and Hedging. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC Topic 480, meet the definition of a liability pursuant to ASC Topic 480, and whether the warrants meet all of the requirements for equity classification under ASC Topic 815, including whether the warrants are indexed to the Company’s Common Stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and on the date of issuance and for liability-classified awards, remeasured to fair value at each balance sheet date thereafter.
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance and remeasured to fair value at each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized in change in fair value of warrant liabilities in the unaudited condensed consolidated statements of operations and comprehensive income (loss).
Net loss per share is computed pursuant to ASC Topic 260, Earnings Per Share. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the period. Diluted net loss per share is computed by dividing net loss attributable to common shareholders by the weighted average number of shares of Common Stock and potentially outstanding shares of Common Stock during the period. As of December 31, 2025, there were potentially dilutive shares of Common Stock from equity-classified warrants and stock options. As of December 31, 2024, there were potentially dilutive shares of common stock from equity-classified warrants. Diluted shares are not presented when the effect of the computations is anti-dilutive due to the losses incurred. Accordingly, there is no difference in the amounts presented for basic and diluted loss per share.
Business Combinations
The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations, where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill. Identifiable intangible assets with finite lives are amortized over their useful lives. Acquisition-related costs, including advisory, legal, accounting, valuation, and other costs, are expensed in the periods in which the costs are incurred. The results of operations of acquired businesses are included in the unaudited condensed consolidated financial statements from the acquisition date.
| 12 |
Purchase Accounting Measurement Period Adjustments
From time to time, the Company makes acquisitions accounted for as business combinations under ASC 805. Certain asset and liability values are initially recorded as provisional and may be adjusted during the measurement period as new information becomes available. Finalized valuations result in retrospective adjustments to reflect facts and circumstances that existed at the acquisition date.
During
the quarter ended March 31, 2025, the Company completed its determination of the fair values of purchase consideration for Bio-Convert,
inclusive of non-cash consideration paid by the Company and in-process research and development. The measurement period adjustment resulted
in (i) a
During
the quarter ended March 31, 2025, the Company completed its determination of the fair values of purchase consideration, inclusive of
non-cash consideration paid by the Company and the fair value of non-controlling interest, and in-process research and development. The
measurement period adjustment resulted in (i) a $
Goodwill
The Company assesses goodwill for impairment on an annual basis or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired. The Company regularly monitors current business conditions and other factors including, but not limited to, adverse industry or economic trends and lower projections of profitability that may impact future operating results. The process of evaluating the potential impairment of goodwill requires significant judgment. In performing the Company’s annual goodwill impairment test, the Company is permitted to first assess qualitative factors to determine whether it is more likely than not that the fair value of any of the Company’s reporting units is less than its carrying amount, including goodwill. In performing the qualitative assessment, the Company considers certain events and circumstances specific to the reporting unit and the entity as a whole, such as macroeconomic conditions, industry and market considerations, overall financial performance and cost factors when evaluating whether it is more likely than not that the fair value of any of the reporting units is less than its carrying amount. The Company is also permitted to bypass the qualitative assessment and proceed directly to the quantitative test. If the Company chooses to undertake the qualitative assessment and concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company would then proceed to the quantitative impairment test. In the quantitative assessment, the Company compares the fair value of the reporting unit to its carrying amount, which includes goodwill. If the fair value exceeds the carrying value, no impairment loss exists. If the fair value is less than the carrying amount, a goodwill impairment loss is measured and recorded.
The
Company assesses goodwill for impairment on an annual basis as of March 31 or more frequently when events and circumstances occur indicating
that recorded goodwill may be impaired. The Company did
Indefinite-lived Intangible Assets
The
Company accounts for its indefinite-lived intangible assets in accordance with ASC Topic 350, Intangibles - Goodwill and Other
(“ASC 350”). Indefinite-lived intangible assets are not amortized but instead are reviewed for impairment annually, or more
frequently if an event occurs or circumstances change which indicate that an asset might be impaired. Pursuant to ASC 350, the Company
tests its indefinite-lived intangible assets, which consist of certain in-process research and development (IPR&D) assets acquired
via the Company’s business combinations with Orocidin and Bio-Convert detailed in Note 10, for impairment by comparing their fair
values to their carrying values. An impairment charge is recorded if the estimated fair value of such assets has decreased below their
carrying values. The Company did
| 13 |
Revenue Recognition
The Company recognizes revenue under ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). The Company determines revenue recognition through the following steps:
| ● | Identification of a contract with a customer; | |
| ● | Identification of the performance obligations in the contract; | |
| ● | Determination of the transaction price; | |
| ● | Allocation of the transaction price to the performance obligations in the contract; and | |
| ● | Recognition of revenue when or as the performance obligations are satisfied. |
The
Company signed an agreement with Orocidin for which it recognized $
The
Company signed an agreement with Bio-Convert for which it recognized $
Non-controlling Interests
In accordance with ASC Topic 810, Consolidation (“ASC 810”), the Company assesses whether it has a variable interest in legal entities in which it has a financial relationship and, if so, whether or not those entities are variable interest entities (“VIEs”). For those entities that qualify as VIEs, ASC 810 requires the Company to determine if the Company is the primary beneficiary of the VIE, and if so, to consolidate the VIE.
If an entity is determined to be a VIE, the Company evaluates whether the Company is the primary beneficiary. The primary beneficiary analysis is a qualitative analysis based on power and economics. The Company consolidates a VIE if both power and benefits belong to the Company – that is, the Company (i) has the power to direct the activities of a VIE that most significantly influence the VIE’s economic performance (power), and (ii) has the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE (benefits). The Company consolidates VIEs whenever it is determined that the Company is the primary beneficiary.
Following
the acquisition of
In
November 2024, the Company acquired the remaining
| 14 |
Following
the creation of NoviThera in October 2025 and the issuance of equity in NoviThera to Alteral, the Company determined that NoviThera was
a VIE, and that the Company was the primary beneficiary. While the Company owned
Transactions with non-controlling interests that do not result in a loss of control are accounted for as equity transactions. Any difference between the fair value of the consideration paid or received and the carrying amount of the non-controlling interest is recognized in equity.
The
condensed consolidated balance sheet as of December 31, 2025 includes balances for NoviThera of $
Risks and Uncertainties
The Company’s operations are subject to a number of factors that can affect its operating results and financial condition. Such factors include, but are not limited to: the results of research and development, clinical testing and trial activities of the Company’s products, the Company’s ability to obtain regulatory approval to market its products, competition from products manufactured and sold or being developed by other companies, the price of, and demand for, Company’s products, the Company’s ability to negotiate favorable licensing or other manufacturing and marketing agreements for its products, and the Company’s ability to raise capital.
Income Taxes
The following table summarizes the deferred income tax activity for the nine months ended December 31, 2025:
SCHEDULE OF DEFERRED INCOME TAX ACTIVITY
| Orocidin | Bio-Convert | Total | ||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | |||||||||
| Foreign currency translation adjustment | ||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | |||||||||
Recently Issued Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures. This Update enhances the transparency and usefulness of income tax disclosures, particularly in the rate reconciliation table and disclosures about income taxes paid. The guidance also eliminates certain existing requirements related to uncertain tax positions and unrecognized deferred tax liabilities. The amendments in this Update are effective for annual periods beginning after December 15, 2024. Early adoption of the amendments is permitted for annual financial statements that have not yet been issued. The Company is in the process of evaluating the impact of this new guidance on its consolidated financial statements and anticipates reflecting the impact of adoption in its annual financial statements for the year ended March 31, 2026.
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (“DISE”), which will require additional disclosure of the nature of expenses included in the income statement in response to longstanding requests from investors for more information about an entity’s expenses. This ASU was further clarified by ASU 2025-01, Income Statement (Topic 220): Reporting Comprehensive Income - Expense Disaggregation Disclosures, Disaggregation of Income Statement Expenses, which was issued in December 2024. The new standards require disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. The new standards will be effective for public companies for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The requirements will be applied prospectively with the option for retrospective application. Early adoption is permitted. The Company is currently evaluating the impact of these accounting standard updates on its financial statements.
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 unaudited condensed consolidated 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 recognized nominal revenue and has incurred losses since inception resulting in an accumulated deficit of $
| 15 |
The
ability to continue as a going concern is dependent upon the Company’s recent acquisitions, 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 and
through private placements of Common Stock. From October 2025 through January 2026, the Company issued to certain private investors a
total of restricted shares of its common stock, par value $
NOTE 4 - INVESTMENTS
On
June 20, 2023, the Company and GK Partners ApS entered into a Stock Purchase and Sale Agreement, under which GK Partners ApS sold to
the Company restricted shares of common stock of Mag Mile Capital. The shares were restricted in that they were subject to
a registration statement being filed on Form S-1 by Mag Mile on September 6, 2023. The Form S-1 became effective on July 5, 2024, removing
the restriction on the shares. In exchange, the Company issued restricted shares of its Common Stock to GK Partners ApS. The
shares were valued at $
The Company accounts for its investment under the guidance of ASC Topic 321, Investments – Equity Securities, which provides guidance for equity interests that meet the definition of an equity security. Equity interests with readily determinable fair values are carried at fair value with changes in value recorded in earnings. Investments without readily determinable fair values are accounted for using the measurement alternative which is at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.
There
is an active market for the shares of Mag Mile as of December 31, 2025. Therefore, the investment had an observable changes in the value
of Mag Mile’s shares that can be used to adjust the value of the Company’s investment in those shares. During
the three and nine months ended December 31, 2025, the Company observed price changes to the trading price per share of Mag Mile’s
common stock and recorded a decrease of $
NOTE 5 - RELATED PARTY TRANSACTIONS
Mr. Tom Glasner Larsen is the spouse of Mrs. Glaesner, CEO 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 a beneficial owner of a controlling interest in NP Bioinnovation A/S (formerly Managementselskabet af 12.08.2020 A/S) until its acquisition by the Company on February 23, 2023. He was also a beneficial owner of a controlling interest in Orocidin until its acquisition by the Company on May 13, 2024, and a beneficial owner of a controlling interest in Bio-Convert until its acquisition by the Company on November 11, 2024.
Effective
April 1, 2022, we issued to GK Partners, for financial services, a warrant (the “2022 GK Warrant”) to purchase up to
| 16 |
Effective
December 30, 2024, warrants were issued to GK Partners (the “2024 GK Warrant”) to purchase up to
As detailed in Note 4, on June 20, 2023, the Company and GK Partners entered into a Stock Purchase and Sale Agreement whereby the Company acquired equity interests in Mag Mile.
During
the nine months ended December 31, 2025, GK Partners purchased shares of the Company’s common stock at a price of $
per share for gross proceeds of $
Mr.
Bennett Yankowitz, our chief financial officer and director, was affiliated with legal counsel who provided us with general legal services
(the “Affiliate”). We recorded legal fees to the Affiliate of $
Our
employment agreement with Henrik Rouf, our chief executive officer, provided for a base salary of $
Our
consulting agreement with Bennett Yankowitz, our chief financial officer and a member of our board of directors, provided for a base
salary of $
During
the nine months ended December 31, 2024, a related party forgave their payable of $
Effective
June 3, 2024, Christian Hill-Madsen resigned from the Board of Directors of the Company, and the remaining Board members appointed Peter
Severin as his replacement and as Chairman of the Board of Directors. Mr. Hill-Madsen will continue as CEO of NP Bioinnovation A/S, of
which the Company acquired
On
June 3, 2024, the Company’s Board of Directors approved a compensation plan under which the Chairman of the Board of Directors
will receive compensation of $
On
October 1, 2025, the Company entered into a consulting agreement with Darlington Group, LLC (“Darlington Group”), which is
controlled by Andrew Ritter, a member of the Company’s board of directors. Darlington Group will provide consulting services concerning
strategic guidance on U.S. capital markets and drug development; market access and network development; partnerships, industry intelligence
and strategic planning; and operational support. The agreement is terminable by either party on 30 days’ advance notice. For these
services, Darlington Group will be paid $
| 17 |
In
October 2025, the Company, through its subsidiary NoviThera, purchased intellectual property from Alteral in exchange for
NOTE 6 - FAIR VALUE MEASUREMENTS
The following tables provide information related to the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2025 and March 31, 2025:
SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| December 31, 2025 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets: | ||||||||||||||||
| Investment in Mag Mile Capital, Inc. | $ | $ | $ | $ | ||||||||||||
| Assets | $ | $ | $ | $ | ||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| March 31, 2025 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets: | ||||||||||||||||
| Investment in Mag Mile Capital, Inc. | $ | $ | $ | $ | ||||||||||||
| Assets | $ | $ | $ | $ | ||||||||||||
NOTE 7 - PREFERRED STOCK
Preferred Stock
We
have authorized shares, $ par value, preferred stock (the “Preferred Stock”) of which shares have
been issued and redeemed, and 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,
rights, 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 the Company that are convertible into Junior Preferred Stock.
NOTE 8 - COMMON STOCK TRANSACTIONS
The Company is authorized to issue shares of common stock with a par value of $ per share (the “Common Stock”). Holders of the Company’s Common Stock are entitled to one vote for each share.
During
the nine months ended December 31, 2025, the Company issued
shares of restricted Common Stock to private investors. The purchase price ranged from $-
per share, resulting in total net proceeds of $
| 18 |
In August 2025, the Company’s Board of Directors authorized a share repurchase program which permits the Company to repurchase up to an aggregate of shares of the Company’s Common Stock from existing shareholders only, solely in privately negotiated transactions, at a purchase price per share not greater than the then-current market price as determined based on the last reported sale price of the Company’s Common Stock on the Company’s principal trading market. The Company is not obligated to repurchase any shares and may suspend or terminate the program at any time.
On October 1, 2025, the Company repurchased shares of Common Stock from an existing shareholder for $ per share. The repurchase was made pursuant to the share repurchase program authorized by the Company’s Board of Directors. Following the transaction, shares remain authorized for repurchase.
In June 2024, the Company established the Nordicus Partners Corporation 2024 Stock Incentive Plan (the “Plan”). The purpose of the Plan is to promote the long-term growth and profitability of the Company by (i) providing key people with incentives to improve stockholder value and to contribute to the growth and financial success of the Company, and (ii) enabling the Company to attract, retain and reward the best-available persons.
The Plan permits the granting of stock options (including incentive stock options qualifying under Code Section 422 and nonqualified stock options), stock appreciation rights (SARs), restricted or unrestricted stock awards, restricted stock units, performance awards, other stock-based awards, or any combination of the foregoing.
Participation in the Plan shall be open to all employees, officers, directors, and consultants of the Company, or of any affiliate of the Company, as may be selected by the Company from time to time. However, only employees of the Company, and of any parent or subsidiary of the Company, shall be eligible for the grant of an incentive stock option. The grant of an award at any time to any person shall not entitle that person to a grant of an award at any future time.
The shares of Common Stock that may be issued with respect to awards granted under the Plan shall not exceed an aggregate of shares of Common Stock. The maximum number of shares of Common Stock under the Plan that may be issued as incentive stock options shall be shares. Regarding performance-based award limitations, the number of shares of Common Stock that may be granted in the form of options, SARs, restricted stock awards, restricted stock units, or performance award shares in a single fiscal year to a participant may not exceed of each form.
SCHEDULE OF STOCK OPTION
Number of Stock Options | Weighted-average Exercise Price per Option* | Weighted-average Remaining Contractual Term (Years) | Aggregate Intrinsic Value | |||||||||||||
| Outstanding as of March 31, 2025 | $ | |||||||||||||||
| Granted | $ | — | — | |||||||||||||
| Outstanding as of December 31, 2025 | $ | |||||||||||||||
| Exercisable and vested as of December 31, 2025 | $ | |||||||||||||||
| * |
The stock-based compensation expense related to option grants under the Plan was $ and $, respectively, for the three and nine months ended December 31, 2025 and was recognized within officer compensation on the Company’s consolidated statement of operations and comprehensive loss.
All of the service based awards in the table above were fully vested at issuance and therefore all related compensation expense was recognized in the periods the awards were granted. There was unrecognized compensation cost related to the service based options as of December 31, 2025. The Performance Awards in the table above will fully vest when the vesting terms are met and expense will be recognized when the vesting event becomes probable. Therefore, stock-based compensation expense was recorded for the three months ending December 31, 2025.
| 19 |
In November 2024, performance awards (the “Performance Awards”) were issued, whose vesting is dependent upon events related to future acquisitions that were not deemed probable of occurring at the time of grant through March 31, 2025. The exercise price of the Performance Awards will be equal to the closing price per share of the Company’s common stock on the trading day preceding the vesting date. Due to the variability in the exercise price of the Performance Awards, that is the exercise price will be equal to the closing price per share on the date preceding the vesting date, the Company concluded that the grant date was not established for accounting purposes. The fair value of the Performance Awards on the date of award was $. As of December 31, 2025, the fair value of the Performance Awards was $. The Company did not recognize compensation expense for such awards as the grant date has not been established nor is the achievement of the milestone considered probable. The Company will reassess the probability of achievement at each reporting date and will recognize compensation expense if and when the performance condition becomes probable of achievement.
The weighted-average grant date fair value per share of options granted during the nine months ended December 31, 2025 was $. The Company uses the Black-Scholes option model to estimate the fair value of stock options. In applying the Black-Scholes option model, the Company used the following assumptions in the valuation of options granted in 2025:
| Expected volatility | % | |||
| Expected dividend yield | % | |||
| Exercise price | $ | |||
| Stock price | $ | |||
| Expected term (years) | ||||
| Risk-free rate | % |
SCHEDULE OF FAIR VALUE OF STOCK OPTIONS
| Exercise price | ||||
| Contractual term (years) | ||||
| Volatility (annual) | % | |||
| Risk-free rate | % | |||
| Dividend yield (per share) | % |
Equity issued for consulting services
Unrelated
to the Plan, the Company issued shares of Common Stock to a third party for consulting services, which were valued at $
NOTE 10 - GOODWILL AND INTANGIBLE ASSETS
Orocidin A/S
On
May 13, 2024, the Company and certain shareholders of Orocidin, a Danish stock corporation entered into a Stock Purchase and Sale Agreement
(“Business Combination”), under which the Company issued restricted shares of its Common Stock to the Sellers in
exchange for
Orocidin is a preclinical-stage biotechnology company, and is developing a proprietary first-of-its-kind medical treatment for aggressive periodontitis.
The Company accounted for the transaction as a business combination under ASC 805 and as a result, allocated the fair value of identifiable assets acquired and liabilities assumed as of the acquisition date. The excess of the purchase price over the estimated fair values of the underlying identifiable assets acquired, liabilities assumed was allocated to goodwill.
The
$
| 20 |
On
November 11, 2024, the Company acquired the remaining outstanding common shares and voting interest, or
Bio-Convert A/S
On
November 11, 2024 (the acquisition date), the Company acquired
Bio-Convert is a Denmark-based preclinical-stage biotechnology company focused on revolutionizing the treatment of oral leukoplakia, which is a potentially malignant disorder affecting the oral mucosa. Oral leukoplakia is a white patch or plaque that can develop in the oral cavity and when accompanied by dysplasia, it becomes a marker of disease progression and patients can potentially develop oral cancer. Bio-Convert is developing a new pharmaceutical drug product for the treatment of oral leukoplakia and the prevention of oral cancer formation. This is achieved through a proprietary mucoadhesive oral topical formulation that delivers the drug without any systemic absorption. The aim of the treatment is therefore to eliminate the lesions or to reduce the malignant conversion rate of oral leukoplakia to oral cancer. The effect on oral cancer may improve the surgical removal procedure should this be needed for the oral cancer patients. Bio-Convert’s current plan is to conduct a pilot efficacy study in patients with oral leukoplakia.
The
acquisition-date fair value of the consideration transferred totaled $
The
$
The following table summarizes the goodwill activity for the nine months ended December 31, 2025:
SCHEDULE OF GOODWILL
| Orocidin | Bio-Convert | Total | ||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | |||||||||
| Foreign currency translation adjustment | ||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | |||||||||
The following table summarizes the in-process research and development activity for the nine months ended December 31, 2025:
SCHEDULE OF IN-PROCESS RESEARCH AND DEVELOPMENT ACTIVITY
| Orocidin | Bio-Convert | Total | ||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | |||||||||
| Foreign currency translation adjustment | ||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | |||||||||
| 21 |
NOTE 11 - WARRANTS
A summary of the Company’s outstanding warrant activity for nine months ended December 31, 2025 is as follows:
SCHEDULE OF WARRANT ACTIVITIES
| Weighted | ||||||||||||
| Weighted | Average | |||||||||||
| Average | Remaining | |||||||||||
| Number of | Exercise | Contract | ||||||||||
| Warrants | Price | Term | ||||||||||
| Outstanding, March 31, 2025 | $ | |||||||||||
| Issued | — | |||||||||||
| Expired/cancelled | — | |||||||||||
| Exercised | — | |||||||||||
| Outstanding, December 31, 2025 | $ | |||||||||||
All of the outstanding warrants are exercisable as of December 31, 2025 with an intrinsic value of $.
NOTE 12 - SEGMENT REPORTING
The Company operates as a single operating segment, which consists of the Company’s wholly-owned subsidiaries, Orocidin and Bio-Convert, and its majority-owned subsidiary, NoviThera. All subsidiaries are focused on developing medicines supporting oral health. The Company has one reportable segment, which consists of its single operating segment.
The accounting policies of the segment are the same as those described in the summary of significant accounting policies.
The Company’s Chief Executive Officer is the Chief Operating Decision Maker (“CODM”). When evaluating the Company’s financial performance and deciding how to allocate resources, the CODM regularly reviews total expenses and expenses by significant areas to make decisions on a company-wide basis. The Company’s CODM uses net loss to evaluate past spending and to guide decisions of future spending. Net loss is used to monitor budget versus actual results.
The Company did not generate any revenue during the three and nine months ended December 31, 2025. The Company has no material intra-entity revenues or expenses. As the Company is currently in the pre-revenue phase, the aforementioned operating expenses are the primary drivers that guide decisions of future spending and to monitor performance.
The measure of segment assets is reported on the balance sheet as total assets.
The CODM does not separately evaluate performance by geographic region or product line, as the Company has not yet commenced commercial operations and has limited operations due to the current liquidity and funding of the Company. The Company’s operations are conducted within the United States of America and Denmark.
NOTE 13 - SUBSEQUENT EVENTS
Management has evaluated subsequent events from the balance sheet date through the date the financial statements were available to be issued and has determined that no material subsequent events exist other than the following:
In
January 2026, the Company issued to certain private investors a total of restricted shares of its common stock, par value $
| 22 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Cautionary Note Regarding Forward-Looking Statements
The information in this report contains forward-looking statements. All statements other than statements of historical fact made in this report are forward-looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. These forward-looking statements can be identified by the use of words such as “believes,” “estimates,” “could,” “possibly,” “probably,” anticipates,” “projects,” “expects,” “may,” “will,” or “should” or other variations or similar words. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. Forward-looking statements reflect management’s current expectations and are inherently uncertain. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, our actual results may differ significantly from management’s expectations. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those anticipated in these forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q or, in the case of documents referred to or incorporated by reference, the date of those documents.
The following discussion and analysis should be read in conjunction with our unaudited financial statements, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management.
Overview
Nordicus Partners Corporation is a U.S. publicly listed business accelerator and holding company dedicated to helping Nordic life sciences companies succeed in the American market. By combining Nordic innovation with U.S. operational expertise, Nordicus Partners Corporation creates a distinct advantage in identifying, scaling, and exiting high-potential companies in fast-growing markets with unmet medical needs. Current portfolio companies include the three promising preclinical biotechnology companies Orocidin A/S, Bio-Convert A/S and NoviThera Aps.
Organizational History
We were founded in 1993 and in 2007 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 March 3, 2020, we changed our name 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 511,448 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 purchased the common stock in two tranches on October 12, 2021 (the “First Closing”) and March 15, 2022.
Pursuant to the SPA, the Company 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 42,273 shares of our common stock. As set forth in the SPA, Reddington then purchased from us on March 15, 2022, an additional 469,175 shares of our common stock, on a post-split basis (the “Second Closing”). After the issuance thereof Reddington owned 511,448 shares of our common stock, or approximately 90% of our total shares of common stock outstanding.
| 23 |
On February 23, 2023, the Company and NP Bioinnovation A/S (formerly Nordicus Partners A/S and Managementselskabet af 12.08.2020 A/S), a Danish stock corporation, consummated the transactions contemplated by a certain contribution agreement (the “Contribution Agreement”) by and among the Company, NP Bioinnovation A/S, 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”, and each individually as a “Seller”). 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 (100%) of the issued and outstanding capital stock of NP Bioinnovation A/S for an aggregate of 250,000 shares of the Company’s Common Stock, par value $0.001 per share. As a result of this transaction, NP Bioinnovation A/S became a 100% wholly owned subsidiary of the Company.
On February 23, 2023, Tom Glaesner Larsen and Christian Hill-Madsen were appointed directors of the Company.
On May 17, 2023, the Company changed its name to Nordicus Partners Corporation and its ticker symbol to NORD.
On June 1, 2023, the Company acquired a 4.99% interest in Mag Mile Capital, Inc., a full-service commercial real estate mortgage banking firm headquartered in Chicago with offices in the states of New York, Massachusetts, Connecticut, Florida, Texas and Nevada. Mag Mile Capital is a national platform comprised of capital markets specialists with extensive experience in real estate bridge financing, mezzanine and permanent debt placement and equity arrangements throughout the full capital stack and across all major real estate asset classes nationwide, including hotels, multifamily, office, retail, industrial, healthcare, self-storage and special purpose properties, offering access to structured debt and equity advisory solutions and placement for real estate investors, developers, and entrepreneurs.
On June 9, 2023, Mr. Tom Glaesner Larsen resigned as a director of the Company and Henrik Keller was appointed as his replacement.
On November 29, 2023, the Company’s subsidiary, Nordicus Partners A/S, changed its name to Managementselskabet af 12.08.2020 A/S. Subsequently on March 10, 2025, Managementselskabet af 12.08.2020 A/S changed its name to NP Bioinnovation A/S.
On May 13, 2024, the Company and certain shareholders of Orocidin A/S (the “Orocidin Sellers”), a Danish stock corporation (“Orocidin”) entered into a Stock Purchase and Sale Agreement (the “Agreement”), under which the Orocidin Sellers sold to the Company 525,597 shares of the capital stock of Orocidin (the “Orocidin Shares”), representing 95.0% of Orocidin’s outstanding shares of capital stock. In exchange, the Company issued 3,800,000 restricted shares of its common stock to the Orocidin Sellers. The transaction was consummated on May 13, 2024. Orocidin, is a preclinical-stage biotechnology company which is advancing the next generation of periodontitis therapies.
On June 3, 2024, Mr. Christian Hill-Madsen resigned as a director of the Company and Peter Severin was appointed as his replacement.
On November 8, 2024, the Company effectuated a 1-for-10 reverse stock split of its issued and outstanding common stock, rounding up to account for any fractional shares (the “Reverse Stock Split”). The Reverse Stock Split had no effect on the Company’s authorized shares of common stock or preferred stock and the par value will remain unchanged at $0.001, respectively. All common stock share, option, warrant and per share amounts (except our authorized but unissued shares) have been retroactively adjusted in these unaudited consolidated financial statements and related disclosures.
On November 11, 2024, the Company announced that it entered into an agreement with Bio-Convert A/S (“Bio-Convert”) to acquire 100% of the outstanding shares of Bio-Convert in exchange for 12,000,000 restricted shares of the Company’s common stock. Bio-Convert is a Denmark-based preclinical-stage biotechnology company aiming to revolutionize the treatment of oral leukoplakia by minimizing or removing oral leukoplakia lesions in order to further reduce the risk of such lesions resulting in the development of oral cancer in patients.
| 24 |
On November 12, 2024, the Company entered into an agreement with Orocidin to acquire the remaining 29,663 outstanding shares, or approximately 5%, of Orocidin. In exchange, the Company issued 200,000 shares of restricted common stock to the selling shareholders of Orocidin. Upon closing of the acquisition, Orocidin became a 100% wholly owned subsidiary of the Company.
On August 7, 2025, (1) Henrik Keller resigned from the Board of Directors of the Company, (2) the Board increased its size from three to five members and (3) appointed Torben S. Jensen, Kim T. Mücke and Andrew J. Ritter to fill the resulting vacancies. On August 7, 2025, the Company executed a Directors Agreement with each of Messrs. Jensen, Mücke and Ritter. Under the Director’s Agreements, each will receive an annual cash retainer of $10,000, payable in two installments per calendar year, in accordance with the Company’s standard compensation plan for Board members. Messrs. Jensen and Mücke each received options to purchase 25,000 shares of the Company’s common stock at $1.90 per share, and Mr. Ritter received options to purchase 50,000 shares of the Company’s common stock at $1.90 per share. All such options were fully vested on the date of grant and issued as Incentive Stock Options under and subject to the terms and conditions of, the Company’s 2024 Stock Incentive Plan.
In October 2025, the Company formed a new subsidiary named NoviThera, with the objective to research and develop a novel and unique Monoclonal antibody (MaB) as a novel innovative therapy for the treatment of psoriasis. The invention was made by Alteral Therapeutics in Denmark and the drug development acquired by NoviThera. Mr. Allan Wehnert, who controls Alteral Therapeutics, was appointed CEO of NoviThera. Upon formation, the Company acquired in-process research and development in exchange for issuing a 49.9% ownership interest in NoviThera and, following the transaction, retained its controlling 50.1% ownership interest in NoviThera.
Our Business
Since the current leadership assumed control of Nordicus Partners Corporation (“Nordicus” or the “Company”), the Company has evolved into a leading U.S. publicly listed business accelerator and holding company dedicated to helping Nordic life sciences companies succeed in the American market. By combining Nordic innovation with U.S. operational expertise, Nordicus Partners Corporation creates a distinct advantage in identifying, scaling, and exiting high-potential companies in fast-growing markets with unmet medical needs.
Nordicus’ mission is to back high-growth ventures and transformative innovations in the life sciences sector. By providing capital, strategic guidance, and operational resources, we unlock each company’s potential to generate significant value and drive robust financial returns. Our hands-on approach—engaging, empowering, and capitalizing our portfolio companies—actively propels their success.
Our approach blends strategic counsel, operational know-how, and the cultivation of meaningful partnerships. This integrated support strengthens our companies’ market positions and helps them achieve their growth ambitions. Drawing on the combined expertise of our skilled Nordic and U.S. teams, we deliver a unique perspective that advances each portfolio company toward its full potential.
Nordicus’ portfolio diversification strategy positions us as a stable and resilient company, mitigating risk with significant upside potential.
Our Approach and Value Creation Process
Nordicus employs a 4-step value creation process:
| – | Scout and Accelerate: Nordicus targets high-impact potential companies, providing capital, resources and expertise to drive critical milestones such as patent filings and clinical trials. |
| – | Acquire and Exit: Nordicus acquires controlling stakes to maximize value creation and exit at premium multiples. |
| 25 |
We scout the Nordic region looking for early-stage life sciences companies developing drugs or treatments for diseases in high growth markets with significant unmet medical needs, all in potential multibillion USD markets.
After a vigorous due diligence process, the chosen companies will be offered to join Nordicus’ accelerator program. Once the chosen companies have become accelerator clients, Nordicus takes an active role in advising the management team, assisting with strengthening the companies’ Board of Directors and establishing Advisory Boards including making introductions to strategic partners and talent.
Once the milestones – set by Nordicus – are met, Nordicus will typically offer to acquire the companies outright. The first three acquisitions will be all-stock transactions, with the first two acquisitions (Orocidin and Bio-Convert) having already been completed, fitting Nordicus’ criteria of inclusion. A third partially-owned subsidiary was formed in October 2025, with capital contributions from Nordicus and the contribution of intellectual property by Alteral Therapeutics ApS, a related party of Nordicus.
Nordicus aims to take all portfolio companies’ drug developments through Phase I. Upon completion of Phase I, the following options will be considered:
| 1. | Sale or merger of the portfolio company. |
| 2. | Further development through the next clinical phases. |
| 3. | Strategic partnership with a large pharmaceutical company that will invest in Nordicus for further drug development. |
| 4. | Stand-alone Initial Public Offering (IPO). |
Nordicus’ current life sciences portfolio consists of three promising preclinical biotechnology companies in Orocidin, Bio-Convert, and NoviThera, all of which are led by the accomplished pharmacologist, Allan Wehnert, who serves as CEO of all three companies. Orocidin and Bio-Convert were acquired during the fiscal year ended March 31, 2025, and NoviThera was formed in October 2025.
Orocidin is developing a proprietary first-of-its-kind medical treatment for aggressive periodontitis. Bio-Convert is focused on a treatment against oral leukoplakia (OLK) – an oral potentially malignant disorder – by developing a novel proprietary mucoadhesive oral topical formulation designed to treat and reduce dysplasia levels, potentially offering a curative solution for oral leukoplakia.
The companies’ innovative breakthroughs are further strengthened by their oral formulations ensuring prolonged adhesion for 12-24 hours and controlled release of the active ingredient, enhancing drug efficacy and patients’ outcomes – a major advancement over normal gels and creams.
NoviThera was formed with the objective to research and develop a novel and unique Monoclonal antibody for the treatment of psoriasis.
Orocidin A/S latest development
Orocidin has successfully completed a 14-day toxicology study in hamsters and a test of effectiveness in a Beagle Dog Study, respectively.
In the 14-days toxicology study, all animals exhibited high tolerance to the drug, with no adverse reactions and irritation at the buccal application site. No significant side effects were observed and more importantly, the necroscopic cross examination showed no changes in tissues. The successful completion of this study marks an important milestone for Orocidin, providing the foundation for the upcoming pivotal 8-week toxicity study.
The Beagle Dog Study is the first study that shows Orocidin drug, QR-01, having a direct effect on periodontitis diagnosed beagle dogs. The 13-day small efficacy study was conducted on beagle dogs with clinically confirmed periodontitis. The dogs demonstrated consistent improvements across key clinical endpoints, including the Gingival Index, the Plaque Index and overall periodontal Disease.
| 26 |
Moreover, QR-01 was well tolerated, with no adverse side effects reported throughout the treatment period. This represents a significant milestone for Orocidin’s lead product, QR-01, and strengthens Nordicus’ and Orocidin’s confidence as Orocidin prepare for the upcoming human pilot efficacy study.
Bio-Convert A/S latest development
Bio-Convert has received positive and constructive scientific advice from the Danish Medicines Agency (DKMA) regarding QR-02 as a treatment for oral leukoplakia. DKMA’s feedback paves the way toward a First in Human trial, with a high likelihood of animal studies rendered dispensable for the proposed formulation and route of application.
NoviThera ApS latest development
Formed in October 2025 with intellectual property invented by Alteral Therapeutics, NoviThera is developing a novel anti Monoclonal antibody treatment to cure or prevent the occurrence of psoriasis, an immune-medicated inflammatory disease that causes keratinocyte hyperproliferation and inflammation. The key focus is to develop a human rat model that selectively will express the endogenous pathological peptides and to test this in other relevant animal disease models.
Results of Operations
Three Months Ended December 31, 2025 Compared to the Three Months Ended December 31, 2024
Operating Expenses
During the three months ended December 31, 2025, we had officer compensation expense of $128,022 compared to $518,654 for the three months ended December 31, 2024, a decrease of $390,632 or 75%. This decrease was primarily due to stock-based compensation for board members in November 2024, partially offset by an increase in salaries for the Company’s chief executive officer and chief financial officer in July 2025. See Note 5 and 9 to our accompanying unaudited condensed consolidated financial statements for more information on these transactions.
For the three months ended December 31, 2025, we had professional fees of $242,603 compared to $158,712 for the three months ended December 31, 2024, an increase of $83,891 or 53%. The primarily due to advisory services supporting planned business development and communication efforts that began in October 2025.
For the three months ended December 31, 2025, we had consulting expense of $10,000 compared to $57,586 expense for the three months ended December 31, 2024, a decrease of $47,586 or 83%. The decrease is due to fees paid to new members of Orocidin’s advisory board and the issuance of restricted stock units to a third party as compensation for consulting services rendered during the three months ended December 31, 2024 that did not occur during the three months ended December 31, 2025.
For the three months ended December 31, 2025, we had general and administrative expenses (“G&A”) of $296,088 compared to $115,050 for the three months ended December 31, 2024, an increase of $181,038 or 157%. The increase in G&A expense is attributable to increased travel expenses as well as increased investor relation expenses. In addition, there was an increase in costs related to directors and officers insurance resulting from the expansion of the business.
For the three months ended December 31, 2025, we had research and development expense of $445,459 compared to $417,808 for the three months ended December 31, 2024, an increase of $27,651 or 7%. The increase is due to having a full quarter of operations by Bio-Convert compared to a month and a half of operations the prior year.
| 27 |
Other (Expense) Income
For the three months ended December 31, 2025, we recorded $125,352 of other expense compared to $280,001 for the three months ended December 31, 2024 due to changes in fair value of investments for the three months ended December 31, 2024.
Other Comprehensive Income (Loss)
For the three months ended December 31, 2025, we recorded a loss of $80,088 on foreign currency translation adjustments compared to a loss of $61,580 for the three months ended December 31, 2024. The increase is primarily driven by a fluctuations in foreign exchange rates.
Nine Months Ended December 31, 2025 Compared to the Nine Months Ended December 31, 2024
Operating Expenses
During the nine months ended December 31, 2025, we had officer compensation expense of $478,774 compared to $617,200 for the nine months ended December 31, 2024, a decrease of $138,426 or 22%. This decrease was primarily due to stock-based compensation for board members in November 2024, partially offset by an increase in salaries for the Company’s chief executive officer and chief financial officer in July 2025. See Note 5 to our accompanying unaudited condensed consolidated financial statements for more information on these transactions.
For the nine months ended December 31, 2025, we had professional fees of $639,566 compared to $230,922 for the nine months ended December 31, 2024, an increase of $408,644 or 177%. The increase is largely due to increased legal and accounting expenses related to and following the acquisitions of Orocidin and Bio-Convert.
For the nine months ended December 31, 2025, we had $13,160 of consulting expense compared to $207,586 for the nine months ended December 31, 2024, a decrease of $194,426 or 94%. The decrease is due to issuance of Common Stock to third parties as compensation for consulting services rendered during the nine months ended December 31, 2024 that did not occur during the nine months ended December 31, 2025.
For the nine months ended December 31, 2025, we had G&A expense of $710,227 compared to $219,149 for the nine months ended December 31, 2024, an increase of $491,078 or 224%. The increase in G&A expense is attributable to increased travel expenses as well as increased investor relation expenses. In addition, there was an increase in costs related to directors and officers insurance resulting from the expansion of the business.
For the nine months ended December 31, 2025, we had research and development expense of $1,323,809 compared to $761,017 for the nine months ended December 31, 2024, an increase of $562,792 or 74%. The increase is primarily due to research and development costs incurred by Bio-Convert which was not acquired until November 2024.
Other (Expense) Income
For the nine months ended December 31, 2025, we recorded a loss of $800,348 of other expense compared to $280,002 for the nine months ended December 31, 2024 due to changes in fair value of investments for the nine months ended December 31, 2024.
Other Comprehensive Income (Loss)
For the nine months ended December 31, 2025, we recorded a gain of $4,883,567 on foreign currency translation adjustments compared to a loss of $45,039 for the nine months ended December 31, 2024. The increase is primarily driven by a higher volume of intangible assets denominated in Danish Krone and fluctuations in foreign exchange rates.
| 28 |
Liquidity and Capital Resources
In August 2025, our Board of Directors authorized a share repurchase program which permits us to repurchase up to an aggregate of 200,000 shares of our Common Stock from existing shareholders only, solely in privately negotiated transactions, at a purchase price per share not greater than the then-current market price as determined based on the last reported sale price of our Common Stock on our principal trading market. We are not obligated to repurchase any shares and may suspend or terminate the program at any time. Repurchased shares may be held as treasury stock or retired, as determined by management. The repurchase program will remain in effect until the earliest of (i) the repurchase of 200,000 shares, (ii) 12 months from the date the program was authorized, or (iii) revocation by further Board action. On October 1, 2025, the Company repurchased 57,642 shares of Common Stock from an existing shareholder for $1.36 per share. The repurchase was made pursuant to the share repurchase program authorized by the Company’s Board of Directors. Following the transaction, 142,358 shares remain authorized for repurchase.
In September 2025, we applied to uplist its common stock to the Nasdaq Capital Market (“Nasdaq”). Pending the requisite approvals, the Company will endeavor to raise capital through the sale of its common stock on terms available to entities listed on the Nasdaq.
During the nine months ended December 31, 2025, we used cash of $3,649,699 in operating activities compared to $899,517 used in operating activities during the nine months ended December 31, 2024. This increase is primarily due to the increase in operating expenses of $1,655,008, as detailed in the preceding section, and increases in changes in assets and liabilities of $1,127,412, partially offset by net noncash operating activity of $32,238.
During the nine months ended December 31, 2025, we had net cash used in investing activities of $12,029 compared to $156,174 provided by investing activities during the nine months ended December 31, 2024. The decrease was primarily attributable to cash acquired from the business combination with Orocidin and Bio-Convert, which occurred during the nine months ended December 31, 2025.
During the nine months ended December 31, 2025, we received $3,828,572 from financing activities primarily related to issuance of common stock. During the nine months ended December 31, 2024, we received $766,450 from financing activities primarily related to proceeds from the issuance of common stock and the exercise of warrants.
Critical Accounting Estimates
Our management’s discussion and analysis of our financial condition and results of our operations is based on our unaudited condensed consolidated financial statements and accompanying notes, which have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). Certain amounts included in or affecting the unaudited condensed consolidated financial statements presented in this Form 10-Q and related disclosure must be estimated, requiring management to make assumptions with respect to values or conditions which cannot be known with certainty at the time the unaudited condensed consolidated financial statements are prepared. Management believes that the accounting policies set forth below comprise the most important “critical accounting estimates” for the Company. Management evaluates such estimates on an ongoing basis, based upon historical results and experience, consultation with experts and other methods that management considers reasonable in the particular circumstances under which the judgments and estimates are made, as well as management’s forecasts as to the manner in which such circumstances may change in the future.
| 29 |
Indefinite-lived Intangible Assets
We account for indefinite-lived intangible assets in accordance with ASC Topic 350, Intangibles - Goodwill and Other (“ASC 350”). Indefinite-lived intangible assets (e.g. IPR&D), are not amortized but instead are reviewed for impairment annually, or more frequently if an event occurs or circumstances change which indicate that an asset might be impaired. Pursuant to ASC 350, we test indefinite-lived intangible assets for impairment by comparing their fair values to their carrying values. An impairment charge is recorded if the estimated fair value of such assets has decreased below their carrying values.
Fair Value of Financial Instruments
We follow paragraph 825-10-50-10 of the FASB ASC for disclosures about fair value of our financial instruments and paragraph 820-10-35-37 of the FASB ASC (“Paragraph 820-10-35-37”) to measure the fair value of our financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in 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. |
Business Combinations
We account for business combinations under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations, where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill. Identifiable intangible assets with finite lives are amortized over their useful lives. Acquisition-related costs, including advisory, legal, accounting, valuation, and other costs, are expensed in the periods in which the costs are incurred. The results of operations of acquired businesses are included in the unaudited condensed consolidated financial statements from the acquisition date.
Goodwill
We assess goodwill for impairment on an annual basis or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired. We regularly monitor current business conditions and other factors including, but not limited to, adverse industry or economic trends and lower projections of profitability that may impact future operating results. The process of evaluating the potential impairment of goodwill requires significant judgment. In performing our annual goodwill impairment test, we are permitted to first assess qualitative factors to determine whether it is more likely than not that the fair value of any of our reporting units is less than its carrying amount, including goodwill. In performing the qualitative assessment, we consider certain events and circumstances specific to the reporting unit and the entity as a whole, such as macroeconomic conditions, industry and market considerations, overall financial performance and cost factors when evaluating whether it is more likely than not that the fair value of any of the reporting units is less than its carrying amount. We are also permitted to bypass the qualitative assessment and proceed directly to the quantitative test. If we choose to undertake the qualitative assessment and conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we would then proceed to the quantitative impairment test. In the quantitative assessment, we compare the fair value of the reporting unit to its carrying amount, which includes goodwill. If the fair value exceeds the carrying value, no impairment loss exists. If the fair value is less than the carrying amount, a goodwill impairment loss is measured and recorded. We assess goodwill for impairment on an annual basis as of March 31 or more frequently when events and circumstances occur indicating that recorded goodwill may be impaired.
| 30 |
Off-Balance Sheet Arrangements
As of December 31, 2025, 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.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
Item 4. Controls and Procedures
Our chief executive and financial officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025, using the Internal Control - Integrated Framework (2013) developed by the Committee of Sponsoring Organizations of the Treadway Commission. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions to be made regarding required disclosure. It should be noted that any system of controls and procedures, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met and that management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on this evaluation, our chief executive and financial officer concluded that our disclosure controls and procedures as of December 31, 2025, were not effective at the reasonable assurance level due to limited resources in the finance and accounting functions. We intend to take appropriate and reasonable steps to make improvements to remediate these deficiencies.
Changes in Internal Control Over Financial Reporting
There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) under the Exchange Act) during the fiscal period to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| 31 |
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
We are not the subject of any pending legal proceedings; and to the knowledge of management, no proceedings are presently contemplated against us by any federal, state or local governmental agency. Further, to the knowledge of management, no director or executive officer is party to any action in which any has an interest adverse to us.
Item 1A. Risk Factors
Not applicable.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
In October through December 2025, we issued to 18 private investors a total of 541,000 restricted shares of our common stock, par value $0.001 per share. The price per share was $2.75.
The shares of common stock have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state or other applicable jurisdiction’s securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state or other jurisdiction’s securities laws.
We claim an exemption from registration for the issuance of the shares pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b) and (c) of Regulation D thereunder, since the foregoing issuances did not involve a public offering, each recipient was (i) an “accredited investor”; and/or (ii) had access to similar documentation and information as would be required in a registration statement under the Securities Act, and each such recipient represented that it acquired the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The securities were offered without any general solicitation by us or our representatives. No underwriters or agents were involved in the foregoing issuances, and we paid no underwriting discounts or commissions. The securities sold are subject to transfer restrictions, and the certificates evidencing the securities contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. The issuance of the shares was also exempt under Regulation S under the Securities Act as the offering was made to non-U.S. Persons, was made with no directed selling efforts in the U.S. and otherwise were made in accordance with the requirements of the Securities Act.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
Item 6. Exhibits
(1) Previously filed as Exhibit 10.1 to Form 8-K filed with the Commission on August 7, 2025.
(2) Previously filed as Exhibit 10.2 to Form 8-K filed with the Commission on August 7, 2025.
(3) Previously filed as Exhibit 10.3 to Form 8-K filed with the Commission on August 7, 2025.
| 32 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Dated: February 13, 2026 | Nordicus Partners Corporation |
| By | /s/ Henrik Rouf | |
| Henrik Rouf | ||
| Chief Executive Officer and Principal Executive | ||
| By | /s/ Bennett J. Yankowitz | |
| Bennett J. Yankowitz | ||
Director, Chief Financial Officer
Principal Financial and Accounting Officer |
| 33 |
Exhibit 31.1
CERTIFICATION
I, Henrik Rouf, hereby certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Nordicus Partners Corporation and consolidated subsidiaries (the “Company”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and
5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
| Date: February 13, 2026 | |
| /s/ Henrik Rouf | |
| Henrik Rouf | |
| Chief Executive Officer | |
| (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION
I, Bennett J. Yankowitz, hereby certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Nordicus Partners Corporation and consolidated subsidiaries (the “Company”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and
5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
| Date: February 13, 2026 | |
| /s/ Bennett J. Yankowitz | |
| Bennett J. Yankowitz | |
| Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Nordicus Partners Corporation, a Delaware corporation (the “Company”), on Form 10-Q for the quarter ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Henrik Rouf, Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: February 13, 2026 | |
| /s/ Henrik Rouf | |
| Henrik Rouf | |
| Chief Executive Officer |
In connection with the Quarterly Report of Nordicus Partners Corporation, a Delaware corporation (the “Company”), on Form 10-Q for the quarter ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Bennett J. Yankowitz, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: February 13, 2026 | |
| /s/ Bennett J. Yankowitz | |
| Bennett J. Yankowitz | |
| Chief Financial Officer |