Nordicus Partners Corp 10-Q for FY2027 Q1
Nordicus Partners Corp (NORD)
About this 10-Q
Nordicus Partners Corp filed this 10-Q on September 28, 2026, covering the quarter ended June 30, 2026 (FY2027 Q1).
Headline figures
Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $2.28M
- compared with a net loss of $1.21M a year earlier
- Diluted EPS
- -$0.13
- compared with -$0.07 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 registrant as specified 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 Exchange Act). Yes ☐ No
As of September 21, 2026, there were shares of the registrant’s Common Stock outstanding.
NORDICUS PARTNERS CORPORATION AND SUBSIDIARIES
TABLE OF CONTENTS
| 2 |
NORDICUS PARTNERS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| June 30, 2026 | March 31, 2026 | |||||||
| (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 | $ | $ | ||||||
| Notes payable - related party | ||||||||
| Total current liabilities | ||||||||
| Deferred tax liability | ||||||||
| Total liabilities | ||||||||
| Stockholders’ equity: | ||||||||
| Common Stock; $ par value; shares authorized; and shares issued at June 30, 2026 and March 31, 2026, respectively; and shares outstanding at June 30, 2026 and March 31, 2026, respectively | ||||||||
| Treasury stock; and shares at cost at June 30, 2026 and March 31, 2026, respectively | ( | ) | ( | ) | ||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive income | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total equity attributed to Nordicus Partners Corporation | ||||||||
| 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)
| 2026 | 2025 | |||||||
| For the three months ended | ||||||||
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| Revenue | $ | $ | ||||||
| Operating expenses: | ||||||||
| Officer compensation | ||||||||
| Professional fees | ||||||||
| General and administrative | ||||||||
| Research and development | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other (expense) income: | ||||||||
| Interest expense - related party | ( | ) | ||||||
| Change in fair value of investment | ( | ) | ( | ) | ||||
| Total other expense | ( | ) | ( | ) | ||||
| Loss before provision for income taxes | ( | ) | ( | ) | ||||
| Provision for income tax | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Net loss attributable to non-controlling interests | ( | ) | ||||||
| Net loss attributable to Nordicus Partners Corporation | $ | ( | ) | $ | ( | ) | ||
| Other comprehensive income (loss): | ||||||||
| Foreign currency translation adjustment | $ | ( | ) | $ | ||||
| Comprehensive income (loss) | ( | ) | ||||||
| Net comprehensive income attributable to non-controlling interests | ||||||||
| Comprehensive income (loss) attributable to Nordicus Partners Corporation | $ | ( | ) | $ | ||||
| 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 MONTHS ENDED JUNE 30, 2026 AND 2025
(Unaudited)
| Shares | Amount | Shares | Amount | Shares | Amount |
Capital |
Deficit |
Stock |
Income | Corporation | Interest | Equity | ||||||||||||||||||||||||||||||||||||||||
| Common Stock | Preferred Stock, Series A Junior | Preferred Stock, Undesignated | Additional Paid-in | Accumulated | Treasury | Accumulated | Total
Equity | Non- Controlling | Total Stockholders’ | |||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount |
Capital |
Deficit |
Stock |
Income | Corporation | Interest | Equity | ||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||||
| Issuance of common stock | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||
| Correction of prior-year down-round feature | — | — | — | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||||
| Common Stock | Preferred Stock, Series A Junior | Preferred Stock, Undesignated | Additional Paid-in | Accumulated | Treasury | Accumulated Other Comprehensive | Total Equity Attributed to Nordicus Partners | Non- Controlling | Total Stockholders’ | |||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Stock | Income | Corporation | Interest | Equity | ||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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NORDICUS PARTNERS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| 2026 | 2025 | |||||||
| For the three months ended | ||||||||
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Change in fair value of investment | ||||||||
| Amortization of website costs | ||||||||
| Changes in assets and liabilities: | ||||||||
| Prepaid expenses and other current assets | ( | ) | ( | ) | ||||
| Other assets | ||||||||
| Accounts payable and accrued expenses | ||||||||
| Deferred revenue | ( | ) | ||||||
| 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 | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from issuance of common stock | ||||||||
| Proceeds from issuance of notes payable - related party | ||||||||
| 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 | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 6 |
NORDICUS PARTNERS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
We were founded in 1993, reincorporated in Delaware in 2007, changed our name to AdvanSource Biomaterials Corporation in 2008 and changed our name to EKIMAS Corporation in 2020.
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 Reddington’s purchase of a total of shares of our common stock,
on a post-split basis, or approximately
Pursuant
to the SPA, the Company effected a
On
February 23, 2023, the Company acquired NP Bioinnovation A/S (formerly Nordicus Partners A/S and Managementselskabet af 12.08.2020 A/S),
a Danish stock corporation, pursuant to a contribution agreement with NP Bioinnovation A/S, GK Partners ApS, Henrik Rouf and Life Science
Power House ApS. The sellers contributed
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
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 acquired a
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 had entered into an agreement to acquire
On
November 12, 2024, the Company acquired 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) Torben S. Jensen, Kim T. Mücke and Andrew J. Ritter were appointed to fill the resulting vacancies. The Company
executed a director agreement with each of Messrs. Jensen, Mücke and Ritter, under which each will receive an annual cash retainer
of $
| 7 |
In
October 2025, the Company formed NoviThera ApS (“NoviThera”) to research and develop a monoclonal antibody (MaB) therapy
for the treatment of psoriasis. The invention and initial development were made and performed by Alteral Therapeutics (“Alteral”),
a Denmark-domiciled related party of the Company. Mr. Allan Wehnert, who controls Alteral, was appointed Chief Executive Officer of NoviThera.
In exchange for contributing intellectual property to NoviThera, Alteral received a
On November 10, 2025, the Board created (1) a Nominating and Corporate Governance Committee, consisting of Peter Severin (Chairman), Kim T. Mücke and Andrew J. Ritter; (2) an Audit Committee, consisting of Kim T. Mücke (Chairman), Peter Severin and Andrew J. Ritter; and (3) a Compensation Committee, consisting of Andrew J. Ritter (Chairman), Peter Severin and Kim T. Mücke. The Board also adopted a Code of Conduct and Ethics, an Insider Trading Policy, a Whistleblower Policy and a Compensation Recovery Policy.
On
July 7, 2026, Andrew J. Ritter resigned from our Board of Directors to pursue other time-consuming business opportunities. He also resigned
from the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee of the Board. Mr. Ritter’s resignation
was not the result of any disagreement with the Company on any matter relating to its operations, policies or practices. Effective September
1, 2026, the Board appointed Elizabeth Addonizio to the Board and to the Audit Committee, Compensation Committee and Nominating and Corporate
Governance Committee of the Board to fill the vacancy left by the resignation of Andrew Ritter. On September 1, 2026, the Company executed
a Directors Agreement with Ms. Addonizio. Under the Director’s Agreement, Ms. Addonizio will receive (1) an annual cash retainer
of $
Description of Business
Nordicus Partners Corporation (“Nordicus” or the “Company”) is a U.S. publicly listed biotech company specializing in developing breakthrough therapeutics in diseases with unmet medical needs. Nordicus focuses on acquiring and developing drugs from innovative biotech companies in the Nordics, a region known for its brilliant scientists, exceptional life science ecosystem and drug discoveries and developments. Nordicus is dedicated to developing breakthrough therapeutics in diseases with unmet medical needs – starting with oral disorders.
Its
scientific foundation targets inflammation and immune modulation. In 2024, Nordicus acquired
Nordicus’ portfolio diversification strategy positions it as a stable and resilient company, mitigating risk with significant upside potential.
Our Approach and Value Creation Process
Nordicus employs a 2-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. |
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.
| 8 |
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 A/S and Bio-Convert A/S) having already been completed, fitting Nordicus’ criteria of inclusion.
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 two promising preclinical biotechnology companies in Orocidin A/S and Bio-Convert A/S led by the accomplished pharmacologist, Allan Wehnert, who serves as CEO of both companies. In October 2025 we formed a third subsidiary, NoviThera, also to be led by Allan Wehnert.
Orocidin A/S is developing a proprietary first-of-its-kind medical treatment for aggressive periodontitis, with Bio-Convert A/S 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 is developing a drug for the treatment of psoriasis, an Immune-medicated inflammatory disease that causes keratinocyte hyperproliferation and inflammation.
Orocidin A/S
Orocidin A/S has successfully completed a 14-day toxicology study in hamsters and two tests of effectiveness in a Beagle Dog Study and a Wistar Rat Study.
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 A/S, providing the foundation for the upcoming pivotal 8-week toxicity study.
The Beagle Dog Study is the first study that shows Orocidin A/S 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.
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.
In the second efficacy study, rats with induced periodontitis treated with QR-01 demonstrated improvements in Probing Depth (PD-mm), Gingival Index (GI), Bleeding on Probing (BOP) and Plaque Levels (PL). More importantly, lower bone loss was demonstrated in treated rats compared to non-treated rats measured by micro-CT scanning. Until now, this has not been demonstrated.
In summary, Orocidin has now demonstrated efficacy in treating periodontitis in two different animals using 2 methods. The first Phase IIa clinical trials study in patients is now anticipated to start in the first half of 2027 at the University of Copenhagen in Denmark.
Bio-Convert
Bio-Convert’s QR-02 compound targets Oral Leukoplakia (OLK), which are potentially pre-cancerous lesions in the mouth, with up to a 30% conversion rate to oral cancer. No approved medical treatment exists for OLK, with surgery the only true alternative.
The company’s proprietary oral gel QR-02 has several unique advantages, including antitumor & antiviral effects, reducing the risk of dysplasia and enabling more precise and efficient treatment, compared to any methods used today.
| 9 |
Bio-Convert obtained a toxicity waiver from the Danish Medicine Agency’s (DKMA) for QR-02 and is currently finalizing its GMP (Good Manufacturing Practice) product to be completed by December 2026 in Germany. Bio-Convert anticipates moving into Phase IIa clinical trials in Europe beginning the first half of 2027.
NoviThera
NoviThera’s QR-04 compound has the goal to develop a novel anti-monoclonal antibody treatment designed to cure psoriasis or prevent its occurrence. Currently, no permanent cure for psoriasis exists, leading to a significant unmet medical need for patients and huge market potential.
NoviThera recently completed a study in mice, and with such study demonstrated biological proof of concept.
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 months ended June 30, 2026 and 2025, and not necessarily indicative of the results to be expected for the full year ending March 31, 2027. 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, 2026.
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.
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 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 13 for more information.
| 10 |
Translation Adjustment
The reporting currency of the Company is U.S. Dollars. The accounts of the Company’s subsidiaries are maintained in Danish krone. In accordance with, Accounting Standards Codification (“ASC”) Topic 830, Foreign Currency Matters, all assets and liabilities are 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 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 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 and services 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 condensed consolidated statements of operations and comprehensive loss.
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.
| 11 |
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 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 June 30, 2026, there were potentially dilutive shares of Common Stock from equity-classified warrants and stock options. As of June 30, 2025, there were potentially dilutive shares of Common Stock from equity-classified warrants and stock options. 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 condensed consolidated financial statements from the acquisition date.
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. As of June 30, 2026, all retrospective adjustments have been made and none are pending.
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.
| 12 |
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
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. |
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
| 13 |
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 owns
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
consolidated balance sheet as of June 30, 2026 and March 31, 2026 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.
Recently Adopted 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. During the year ended March 31, 2026, the Company adopted ASU 2023-09. This adoption only impacted the disclosures and did not otherwise impact the condensed consolidated financial statements.
Recently Issued Accounting Pronouncements
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 January 2025. 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 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 $
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. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of these uncertainties.
| 14 |
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 June 30, 2026. Therefore, the investment had an observable change 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 months
ended June 30, 2026, 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 Glaesner 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
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 year ended March 31, 2026, GK Partners purchased shares of the Company’s common stock at a price of $ per share
for gross proceeds of $
In
July 2025, NP Bioinnovation A/S entered into a short-term lease agreement with GK Partners. NP Bioinnovation A/S incurred $
For
the year ended March 31, 2026, GK Partners provided services to the Company’s subsidiaries totaling approximately $
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 $
| 15 |
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 year ended March 31, 2025, 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 former member of the Company’s board of directors, who resigned on July 7, 2026. 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 $
In
October 2025, the Company, through its subsidiary NoviThera, purchased intellectual property from Alteral in exchange for
As
discussed in Note 12, between February 18, 2026 and June 9, 2026, Reddington loaned a total of $
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 June 30, 2026 and March 31, 2026:
SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| June 30, 2026 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets: | ||||||||||||||||
| Investment in Mag Mile Capital, Inc. | $ | $ | $ | $ | ||||||||||||
| Assets | $ | $ | $ | $ | ||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| March 31, 2026 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets: | ||||||||||||||||
| Investment in Mag Mile Capital, Inc. | $ | $ | $ | $ | ||||||||||||
| Assets | $ | $ | $ | $ | ||||||||||||
| 16 |
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 three months ended June 30, 2026, the Company issued shares of restricted Common Stock to private investors. The purchase
price was $ per share, resulting in total gross and net proceeds of $
During
the three months ended June 30, 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 $
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.
| 17 |
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, 2026 | $ | |||||||||||||||
| Granted | $ | — | — | |||||||||||||
| Outstanding as of June 30, 2026 | $ | $ | ||||||||||||||
| Exercisable and vested as of June 30, 2026 | $ | $ | ||||||||||||||
| Vested and expected to vest as of June 30, 2026 | $ | $ | ||||||||||||||
There was stock-based compensation expense related to option grants under the Plan for the three months ended June 30, 2026 or 2025.
All of the service based awards 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 June 30, 2026. The Performance Awards 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 Performance Awards for the three months ended June 30, 2026 or 2025.
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 June 30, 2026. 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 June 30, 2026, 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.
Due to the variability of the exercise price, which will be equal to the closing price per share of the Company’s common stock on the trading day preceding the vesting date, the Company uses a Monte Carlo simulation model to estimate the fair value of the Performance Awards where vesting was not probable as of June 30, 2026. In applying the Monte Carlo simulation model, the Company used the following assumptions in the valuation of the Performance Awards as of June 30, 2026:
| As of June 30, 2026 | ||||
| Exercise price | ||||
| Expected term (years) | ||||
| Volatility (annual) | % | |||
| Risk-free rate | % | |||
| Dividend yield (per share) | % | |||
| 18 |
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
$
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
$
| 19 |
The following table summarizes the goodwill activity for the three months ended June 30, 2026:
SCHEDULE OF GOODWILL
| Orocidin | Bio-Convert | Total | ||||||||||
| Balance as of March 31, 2026 | $ | $ | $ | |||||||||
| Goodwill beginning balance | $ | $ | $ | |||||||||
| Foreign currency translation adjustment | ( | ) | ( | ) | ( | ) | ||||||
| Balance as of June 30, 2026 | $ | $ | $ | |||||||||
| Goodwill ending balance | $ | $ | $ | |||||||||
The following table summarizes the in-process research and development activity for the three months ended June 30, 2026:
SCHEDULE OF IN-PROCESS RESEARCH AND DEVELOPMENT ACTIVITY
| Orocidin | Bio-Convert | Total | ||||||||||
| Balance as of March 31, 2026 | $ | $ | $ | |||||||||
| In-process research and development beginning balance | $ | $ | $ | |||||||||
| Foreign currency translation adjustment | ( | ) | ( | ) | ( | ) | ||||||
| Balance as of June 30, 2026 | ||||||||||||
| In-process research and development ending balance | ||||||||||||
NOTE 11 - WARRANTS
A summary of the Company’s outstanding warrant activity for three months ended June 30, 2026 is as follows:
SCHEDULE OF WARRANT ACTIVITIES
| Weighted | ||||||||||||
| Weighted | Average | |||||||||||
| Average | Remaining | |||||||||||
| Number of | Exercise | Contract | ||||||||||
| Warrants | Price | Term | ||||||||||
| Outstanding, March 31, 2026 | ||||||||||||
| Issued | - | |||||||||||
| Expired/cancelled | - | |||||||||||
| Exercised | - | |||||||||||
| Outstanding, June 30, 2026 | $ | |||||||||||
All of the outstanding warrants are exercisable as of June 30, 2026 with an intrinsic value of $.
Prior-Year Down-Round Feature Correction
During
the three months ended June 30, 2026, the Company identified that a down-round feature associated with certain equity-classified warrants
had been triggered during the fiscal year ended March 31, 2026. The warrants were originally exercisable for
Under
ASC 260-10-30-1, the value of the effect of a triggered down-round feature is measured as of the trigger date as the difference between
the fair value of the equity-classified financial instrument, excluding the down-round feature, using the pre-trigger strike price and
the fair value of the instrument, excluding the down-round feature, using the reduced strike price. The Company measured the down-round
effect as of August 7, 2025, using
The
calculated value of the down-round effect was $
Accounting for the Correction
The Company evaluated the prior-year omission under the error-correction guidance in ASC 250. The Company considered the quantitative and qualitative effects of the omission on the financial statements for the fiscal year ended March 31, 2026, and on the financial statements for the three months ended June 30, 2026, including the effect on income available to common stockholders and earnings per share. Based on that evaluation, management concluded that the omission was not material to the previously issued financial statements and is not material to the current-period financial statements.
Management
concluded that the prior-year omission was not material to the previously issued financial statements and that correction of the omission
in the current year is not material to the current-year financial statements. Accordingly, the Company recorded the correction during
the three months ended June 30, 2026, as an out-of-period adjustment within stockholders’ equity. The Company recorded a decrease
to retained earnings of $
The
correction had no effect on total stockholders’ equity. The correction reduced income available to common stockholders for basic
earnings per share purposes by $
Comparative financial statements for the fiscal year ended March 31, 2026 have not been revised because management concluded that the omission was not material to those financial statements and that correction in the current year does not result in a material misstatement of the current-year financial statements.
NOTE 12 - NOTES PAYABLE - RELATED PARTY
On
February 18, 2026, Nordicus Partners Corporation entered into a demand promissory note (the “Note”) with Reddington, in the
aggregate amount of $
The outstanding principal balance, together with all accrued and unpaid interest, is due and payable on demand by the lender and, accordingly, is classified as a current liability on the balance sheet. In the event of default, including nonpayment or certain insolvency events, the Payee may declare all amounts immediately due and payable and may pursue customary remedies, including collection costs and attorneys’ fees. The Company may prepay the Note, in whole or in part, at any time without premium or penalty. Payments made under the Note are applied first to accrued interest and then to principal.
| 20 |
On
March 6, 2026, the Company entered into an additional demand promissory note with the same lender under substantially identical terms,
pursuant to which the Company borrowed an additional $
On
June 9, 2026, the Company entered into an additional demand promissory note with the same lender under substantially identical terms,
pursuant to which the Company borrowed arn additional $
As
of June 30, 2026 and March 31, 2026, the principal balance due was $
NOTE 13 - 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 and
skin health. The Company has
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 months ended June 30, 2026 and 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 14 - 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:
On
July 7, 2026, Andrew J. Ritter resigned from the Board of Directors of the Company, effective immediately. He also resigned from the
Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee of the Board. Mr. Ritter’s resignation
was not the result of any disagreement with the Company on any matter relating to its operations, policies or practices. Effective September
1, 2026, the Board appointed Elizabeth Addonizio to the Board and to the Audit Committee, Compensation Committee and Nominating and Corporate
Governance Committee of the Board to fill the vacancy left by the resignation of Andrew Ritter. On September 1, 2026, the Company executed
a Directors Agreement with Ms. Addonizio. Under the Director’s Agreement, Ms. Addonizio will receive (1) an annual cash retainer
of $
On July 15, 2026, we issued to AC Nordic ApS restricted shares of our common stock. The price per share was $. AC Nordic ApS is wholly owned by Torben Jensen, a member of our Board of Directors.
On
September 1, 2026, Elizabeth Addonizio was appointed to the Board of Directors of the Company to hold office until the next election
of the directors and until her successor shall be elected and qualified, or the earlier of her death, resignation or removal. Elizabeth
Addonizio shall receive an annual cash retainer of $
On
September 10, 2026, we issued to Keystone Capital Partners LLC (the “Lender”) a Convertible Grid Promissory Note (the “Grid
Note”) in the principal amount of $
| 21 |
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 biotech company specializing in developing breakthrough therapeutics for diseases 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.
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.
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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.
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.
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On July 7, 2026, Andrew J. Ritter resigned from the Board of Directors of the Company, effective immediately. He also resigned from the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee of the Board. Mr. Ritter’s resignation was not the result of any disagreement with the Company on any matter relating to its operations, policies or practices. Effective September 1, 2026, the Board appointed Elizabeth Addonizio to the Board and to the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee of the Board to fill the vacancy left by the resignation of Andrew Ritter. On September 1, 2026, the Company executed a Directors Agreement with Ms. Addonizio. Under the Director’s Agreement, Ms. Addonizio will receive (1) an annual cash retainer of $10,000, payable in two installments per calendar year, in accordance with the Company’s standard compensation plan for Board members and (2) options to purchase 25,000 shares of the Company’s common stock at $4.09 per share. All such options will be fully vested on the date of grant and be issued as Incentive Stock Options under and be subject to the terms and conditions of the Company’s 2024 Stock Incentive Plan.
Our Business
Nordicus Partners Corporation (“Nordicus” or the “Company”) is a U.S. publicly listed biotech company specializing in developing breakthrough therapeutics for diseases with unmet medical needs. Nordicus focuses on acquiring and developing drugs from innovative biotech companies in the Nordics, a region known for its scientists, life sciences ecosystem and drug discoveries and developments. Nordicus is dedicated to developing breakthrough therapeutics in diseases with unmet medical needs – starting with oral disorders. Its scientific foundation targets inflammation and immune modulation. In 2024, Nordicus acquired 100% of Orocidin A/S, a Danish preclinical-stage biotech company developing next-generation therapies for periodontitis and 100% of Bio-Convert A/S, a Danish preclinical-stage biotech company dedicated to developing treatments for oral leukoplakia.
Nordicus’ portfolio diversification strategy positions it as a stable and resilient company, mitigating risk with significant upside potential.
Our Approach and Value Creation Process
Nordicus employs a 2-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. |
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 A/S and Bio-Convert A/S) having already been completed, fitting Nordicus’ criteria of inclusion.
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 two promising preclinical biotechnology companies, Orocidin A/S and Bio-Convert A/S, led by the accomplished pharmacologist, Allan Wehnert, who serves as CEO of both companies. In October 2025, the Company formed a third subsidiary, NoviThera, also led by Allan Wehnert.
Orocidin A/S is developing a proprietary first-of-its-kind medical treatment for aggressive periodontitis, with Bio-Convert A/S 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.
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The companies’ innovative breakthroughs are further strengthened by their oral formulations, which ensure prolonged adhesion for 12-24 hours and controlled release of the active ingredient, enhancing drug efficacy and patient outcomes – a major advancement over normal gels and creams.
NoviThera is developing a drug for the treatment of psoriasis, an immune-mediated inflammatory disease that causes keratinocyte hyperproliferation and inflammation.
Orocidin A/S
Orocidin A/S has successfully completed a 14-day toxicology study in hamsters and two tests of effectiveness in a Beagle Dog Study and a Wistar Rat Study.
In the 14-day toxicology study, all animals exhibited high tolerance to the drug, with no adverse reactions or irritation at the buccal application site. No significant side effects were observed and more importantly, the necropsy cross-examination showed no changes in tissues. The successful completion of this study marks an important milestone for Orocidin A/S, providing the foundation for the upcoming pivotal 8-week toxicity study.
The Beagle Dog Study is the first study that shows Orocidin A/S’s drug, QR-01, having a direct effect on beagle dogs diagnosed with periodontitis. 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.
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 prepares for the upcoming human pilot efficacy study.
In the second efficacy study, rats with induced periodontitis treated with QR-01 demonstrated improvements in Probing Depth (PD-mm), Gingival Index (GI), Bleeding on Probing (BOP) and Plaque Levels (PL). More importantly, lower bone loss was demonstrated in treated rats compared to non-treated rats measured by micro-CT scanning. Until now, this has not been demonstrated.
In summary, Orocidin has now demonstrated efficacy in treating periodontitis in two different animals using two methods. The first Phase IIa clinical trial in patients is now anticipated to start in the first half of 2027 at the University of Copenhagen in Denmark.
Bio-Convert
Bio-Convert’s QR-02 compound targets oral leukoplakia (OLK), which consists of potentially pre-cancerous lesions in the mouth, with up to a 30% conversion rate to oral cancer. No approved medical treatment exists for OLK, with surgery the only true alternative.
The company’s proprietary oral gel QR-02 has several unique advantages, including antitumor and antiviral effects, reducing the risk of dysplasia and enabling more precise and efficient treatment, compared to methods used today.
Bio-Convert obtained a toxicity waiver from the Danish Medicine Agency (DKMA) for QR-02 and is currently finalizing its GMP (Good Manufacturing Practice) product, expected to be completed by December 2026 in Germany. Bio-Convert anticipates moving into Phase IIa clinical trials in Europe beginning in the first half of 2027.
NoviThera
NoviThera’s QR-04 compound has the goal to develop a novel anti-monoclonal antibody treatment designed to cure psoriasis or prevent its occurrence. Currently, no permanent cure for psoriasis exists, leading to a significant unmet medical need for patients and huge market potential.
NoviThera recently completed a study in mice, and with such study demonstrated biological proof of concept.
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Results of Operations
Three Months Ended June 30, 2026 Compared to the Three Months Ended June 30, 2025
Revenue
During the three months ended June 30, 2026, we had no revenue, consistent with the three months ended June 30, 2025.
Operating Expenses
During the three months ended June 30, 2026, we had officer compensation expense of $115,354 compared to $65,354 for the three months ended June 30, 2025, an increase of $50,000 or 77 %. This increase was primarily due to an increase in salaries for the Company’s executive officers. See Note 5 to our accompanying unaudited condensed consolidated financial statements for more information on these expenses.
During the three months ended June 30, 2026, we had professional fees of $222,587 compared to $277,771 for the three months ended June 30, 2025, a decrease of $55,184 or 20%. The decrease was primarily due to no longer having legal and accounting expenses related to the prior acquisitions of Orocidin and Bio Convert.
During the three months ended June 30, 2026, we had general and administrative expenses (“G&A”) of $43,798 compared to $65,112 for the three months ended June 30, 2025, a decrease of $21,314 or 33%. The decrease in G&A expense was primarily due to no longer having financial advisory expenses related to the prior acquisitions of Orocidin and Bio Convert.
During the three months ended June 30, 2026, we had research and development expense of $437,885 compared to $423,649 for the three months ended June 30, 2025, an increase of $14,236 or 3 %. The increase is due to increased operations for NoviThera that was formed during the year ended March 31, 2026 and increase in operations of NP Bioinnovation A/S.
Other (Expense) Income
During the three months ended June 30, 2026, we recorded $1,488,942 of other expense compared to $375,000 for the three months ended June 30, 2025. The increase is due to changes in fair value of the Mag Mile Capital, Inc. investment based on its underlying observable stock price.
Other Comprehensive Income (Loss)
During the three months ended June 30, 2026, we recorded a loss of $540,292 on foreign currency translation adjustments compared to a gain of $5,192,630 for the three months ended June 30, 2025. The decrease is primarily driven by the weakening of the Danish Krone against the U.S. Dollar between June 30, 2025 and June 30, 2026, which decreased the U.S. Dollar value of our DKK-denominated net assets upon translation.
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 three months ended June 30, 2026, we used cash of $159,844 in operating activities compared to $425,698 used in operating activities during the three months ended June 30, 2025. This decrease is primarily driven by an increase in accounts payable and accrued expenses and a favorable foreign currency remeasurement fluctuation period-over-period.
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During the three months ended June 30, 2026, we had net cash used in investing activities of $1,176 compared to no cash used in investing activities during the three months ended June 30, 2025. The increase was primarily attributable to the net increase in purchases of plant, property, and equipment.
During the three months ended June 30, 2026, we received $145,750 from financing activities primarily related to issuance of common stock and the issuance of the note payable. In April 2026, the Company issued to a certain private investor for a total of 45,000 restricted shares of its common stock, par value $0.001 per share. The price per share was $2.75 for gross and net proceeds of $123,750. On June 9, 2026, the Company entered into an additional demand promissory note with the same lender, Reddington, under substantially identical terms, pursuant to which the Company borrowed an additional $22,000.
During the three months ended June 30, 2025, we received $409,970 from financing activities primarily related to proceeds from the issuance of common stock.
The Company’s 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 $53,062,836 and held cash of $5,784 as of June 30, 2026. As a result, the Company’s current funds will not be sufficient to meet its needs for more than twelve months from the date of issuance of these condensed consolidated financial statements. Accordingly, there is substantial doubt about the ability to continue as a going concern.
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. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of these uncertainties.
Critical Accounting Estimates
Our management’s discussion and analysis of our financial condition and results of our operations is based on our 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 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 that cannot be known with certainty at the time the 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.
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 that 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. |
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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 consolidated financial statements from the acquisition date.
Goodwill
We assess goodwill for impairment on an annual basis as of March 31 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.
Off-Balance Sheet Arrangements
As of June 30, 2026, 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 management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2026. 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 officer concluded that our disclosure controls and procedures as of June 30, 2026, were not effective at the reasonable assurance level due to limited resources in the finance and accounting functions. If successful in effecting a transaction with an operating company, we intend to take appropriate and reasonable steps to make improvements to remediate these deficiencies.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal controls over financial reporting that occurred during the quarter ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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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 a party to any action in which such person has an interest adverse to us.
Item 1A. Risk Factors
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
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Item 6. Exhibits
The following exhibits are filed as part of this Quarterly Report.
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| 31 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Dated: September 28, 2026 | Nordicus Partners Corporation | |
| By | /s/ Henrik Rouf | |
| Henrik Rouf | ||
| Chief Executive Officer and Principal Executive Officer | ||
| By | /s/ Bennett J. Yankowitz | |
| Bennett J. Yankowitz | ||
Director, Chief Financial Officer
Principal Financial and Accounting Officer | ||
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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: September 28, 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: September 28, 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 three months ended June 30, 2026, 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: September 28, 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 three months ended June 30, 2026, 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: September 28, 2026
| /s/ Bennett J. Yankowitz | |
| Bennett J. Yankowitz | |
| Chief Financial Officer |
Exhibit 99.1
NORDICUS PARTNERS CORPORATION
Charter of the Audit Committee of the Board of Directors
| I. | Audit Committee Purpose |
The purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Nordicus Partners Corporation (the “Company”) is to oversee the processes of accounting and financial reporting of the Company and the audits and financial statements of the Company. The Committee’s primary duties and responsibilities are to:
| A. | Monitor the integrity of the Company’s financial reporting process and systems of internal controls regarding finance, accounting and legal compliance. | |
| B. | Monitor the independence and performance of the Company’s independent auditors and the Company’s accounting personnel. | |
| C. | Provide an avenue of communication among the independent auditors, management, the Company’s accounting personnel, and the Board. | |
| D. | Appoint and provide oversight for the independent auditors engaged to perform the audit of the financial statements. | |
| E. | Discuss the scope of the independent auditors’ examination. | |
| F. | Review the financial statements and the independent auditors’ report. | |
| G. | Review areas of potential significant financial risk to the Company. | |
| H. | Monitor compliance with legal and regulatory requirements. | |
| I. | Solicit recommendations from the independent auditors regarding internal controls and other matters. | |
| J. | Make recommendations to the Board. | |
| K. | Resolve any disagreements between management and the auditors regarding financial reporting. | |
| L. | Prepare the report required by Item 407(d) of Regulation S-K, as required by the rules of the Securities and Exchange Commission (the “SEC”). | |
| M. | Perform other related tasks as requested by the Board. |
The committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities, and it has direct access to the independent auditors as well as anyone in the organization. The Committee has the ability to retain, at the Company’s expense, special legal, accounting, or other consultants or experts it deems necessary in the performance of its duties.
| II. | Audit Committee Composition and Meetings |
| A. | The Committee shall be compromised of three or more directors as determined by the Board. Each member must be independent of the management of the Company and are free of any relationship that, in the opinion of the Board, would interfere with their exercise of independent judgment as a Committee member. Further, each member of the Committee shall meet the independence and experience requirements of the listing rules of any securities exchange or association in which the Company’s securities are traded and the rules and regulations of the SEC, including Rule 10A-3. All members of the Committee shall have a basic understanding of finance and accounting and be able to read and understand fundamental financial statements, including a company’s balance sheet, income statement, and cash flow statement. At least one member of the Committee must have past employment experience in finance or accounting, professional certification in accounting, or any other comparable experience or background that results in the member’s financial sophistication, including being or having been a Chief Executive Officer (“CEO”) or Chief Financial Officer (“CFO”) or other senior officer with financial oversight responsibilities. | |
| B. | Committee members shall be appointed by the Board after due consideration of recommendations of the Nominating and Corporate Governance Committee, and the Board may designate a Chair of the Committee. If an Audit Committee Chair is not designated or present, the members of the Committee may designate a Chair by majority vote of the Committee membership. The Board may, at any time and at its complete discretion, replace a Committee member. | |
| C. | Committee members shall meet (either in person or telephonically) at least four times each fiscal year and more often if the Committee, at its discretion, deems this desirable. The Committee shall meet, at its discretion, with management, the Company’s principal accounting officer, the independent auditors, and as a committee to discuss any matters that the Committee or each of these groups believes should be discussed. The Committee may request any officer or employee of the Company or the Company’s outside counsel or independent auditors to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee. |
| III. | Audit Committee Responsibilities and Duties |
Review Procedures
| A. | Review the Company’s annual audited financial statements prior to distribution. Review should include discussion with management and independent auditors of significant issues regarding accounting principles, practices, and judgments. |
| B. | In consultation with the management, the independent auditors, and the Company’s principal accounting officer, consider the integrity of the Company’s financial reporting processes and controls, including any major issues as to the adequacy of the Company’s internal controls, and any special steps adopted in light of any identified material control deficiencies. Discuss significant financial risk exposures and the steps management has taken to monitor, control, and report such exposures. Review significant findings prepared by the independent auditors and the Company’s principal accounting officer together with management’s responses. | |
| C. | The Committee shall review with the management and the independent auditors any correspondence with regulators and any published reports that raise material issues regarding the Company’s accounting policies. |
Independent Auditors
| A. | The Committee shall have the sole authority to appoint or replace the independent auditor. The Committee shall be directly responsible for the compensation and oversight of the work of the independent auditor (including resolutions of disagreements between management and the independent auditor regarding final reporting) for the purpose of preparing or issuing an audit report or related work. The independent auditor shall report directly to the Committee. The Committee shall approve in advance the provision by the independent auditors of all services to the Company whether or not related to the audit. However, neither the Committee nor any person with authority delegated from the Committee may approve an auditor providing the services that are described in Section 10A(g) of the Securities Exchange Act of 1934 (the “Exchange Act”) as “prohibited activities.” | |
| B. | The Committee shall obtain, review and discuss reports from the independent auditor regarding (1) all critical accounting policies and practices to be used; (2) all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management officials of the Company, ramifications of the use of these alternative disclosures and treatments, and the treatment preferred by the independent auditor and the reasons for favoring that treatment; and (3) other material written communications between the independent auditor and Company management, such as any management letter or schedule of unadjusted differences. | |
| C. | The Committee shall assure the regular rotation of the lead audit partner as required by Section 10A(j) of the Exchange Act. | |
| D. | The Committee shall assure that hiring policies for employees or former employees of the independent auditor are consistent with Section 10A(l) of the Exchange Act. | |
| E. | The Committee shall discuss with the independent auditor and then disclose the matters required to be discussed and disclosed by applicable accounting and auditing guidance, including any difficulties the independent auditor encountered in the course of the audit work, any restrictions on the scope of the independent auditor’s activities or on access to requested information, and any significant disagreements with management. |
| F. | The Committee shall ascertain annually from the independent auditor whether the Company has issues under Section 10A(b) of the Exchange Act. | |
| G. | The Committee shall determine the independence of the auditors and receive from the independent auditors a formal written statement delineating all relationships between the auditor and the company (consistent with PCAOB Independence Standards Board Standard 1 or any other applicable standards), and thereafter actively engaging in a dialogue with the auditor with respect to any disclosed relationships or services that may impact the objectivity and independence of the auditor and for taking, or recommending that the full Board take, appropriate action to oversee the independence of the outside auditor. |
Accounting Department and Legal Compliance
The Committee shall:
| A. | Review the personnel activities and qualifications of the Company’s accounting personnel, as needed. | |
| B. | Review the appointment and performance of the principal accounting officer, and review financial and accounting personnel succession planning with the Company. | |
| C. | Review significant reports prepared by the Company’s principal accounting officer together with management’s response and follow-up to these reports. | |
| D. | On at least an annual basis, review with the Company’s counsel any legal matters that could have a significant impact on the Company’s financial statements, the Company’s compliance with applicable laws and regulations, and inquiries received from regulators or governmental agencies. | |
| E. | Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters. | |
| F. | The Committee shall review the CEO and CFO’s disclosure and certifications under Sections 302 and 906 of the Sarbanes-Oxley Act. | |
| G. | Conduct an appropriate review of and approve all related party transactions on an ongoing basis and the Committee shall review potential conflict of interest situations where appropriate. | |
| H. | Conduct an annual risk review with respect to the matters within the role and the responsibilities of the Committee. |
The Committee shall:
| (a) | Report regularly to the Board on its activities; | |
| (b) | Maintain minutes of its meetings and records relating to those meetings and the Committee’s activities; | |
| (c) | Have authority to obtain, at the expense of the Company, advice and assistance from internal or external legal, consulting or other advisors; | |
| (d) | Form and delegate authority to subcommittees of one or more Committee members when desired and appropriate; | |
| (e) | Review and reassess the adequacy of this Charter annually and recommend to the Board any proposed changes to this Charter; and | |
| (f) | Periodically review the Committee’s own performance. |
General
In performing their responsibilities, Committee members are entitled to rely in good faith on information, opinions, reports or statements prepared or presented by:
| (a) | One of more officers or employees of the Company whom the Committee member reasonably believes to be reliable and competent in the matters presented; | |
| (b) | Counsel, independent auditors, or other persons as to matters which the Committee member reasonably believes to be within the professional or expert competence of such person; and | |
| (c) | Other committees of the Board as to matters within their respective designated authority which the Committee member reasonably believes to merit confidence. |
The Committee has the powers and responsibilities delineated in this Charter. It is not, however, the Committee’s responsibility to prepare and certify the Company’s financial statements, to guarantee the independent auditor’s report, or to guarantee other disclosures by the Company. These are fundamental responsibilities of management and the independent auditor. Committee members are not full-time Company employees and are not performing the functions of auditors or accountants.
Exhibit 99.2
NORDICUS PARTNERS CORPORATION
Charter of the Compensation Committee of the Board of Directors
| I. | Authority and Composition |
The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Nordicus Partners Corporation (the “Company”) is established pursuant to Article IV of the Bylaws of the Company. Committee members are appointed annually by the Board on the recommendation of the Nominating and Corporate Governance Committee, and may be replaced by the Board. The Committee must consist of at least two directors, each of whom shall meet the independence requirements of the Nasdaq Corporate Governance Rules (subject to any applicable transition periods or exceptions permitted under Nasdaq requirements) and the standards of independence prescribed by Nasdaq and/or for purposes of any federal securities, tax or other laws relating to the Committee’s duties and responsibilities, including Section 162(m) of the Internal Revenue Code. Without limiting the foregoing, to be considered as independent, the Board will consider all relevant factors, including (a) the source of compensation of the director, including any consulting, advisory or other compensatory fee paid by, or on behalf of, the Company, and (b) whether the director is affiliated with the Company, any subsidiary of the Company or any affiliate of a subsidiary of the Company.
The Board shall appoint a Chairman of the Committee upon the recommendation of the Nominating and Corporate Governance Committee. The Committee may also appoint a Secretary, who need not be a director.
This Charter may be amended only by the Board.
| II. | Purposes of the Committee |
The primary purposes of the Committee are to: (i) develop recommendations for the Board with respect to the compensation of the Company’s Chief Executive Officer (the “CEO”) and non-employee directors; (ii) discharge the responsibilities of the Board relating to the approval of the compensation of the Company’s executive officers, other than the CEO; (iii) make determinations with respect to the compensation programs and policies of the Company; (iv) review and discuss with the Company’s management, the Compensation Discussion and Analysis (the “CD&A”) and other Committee or executive compensation disclosures to be included in the Company’s annual proxy statement and/or annual report on Form 10-K, and determine whether to recommend to the Board of Directors that the CD&A be included in the proxy statement and/or annual report on Form 10-K; and (v) provide the Compensation Committee Report for inclusion in the Company’s annual proxy statement and/or annual report on Form 10-K that complies with the rules and regulations of the Securities and Exchange Commission (the “SEC”).
| III. | Duties and Responsibilities of the Committee |
The following activities are set forth as a guide with the understanding that the Committee may diverge from this guide as it considers appropriate, subject to compliance with applicable Nasdaq, securities, tax and other legal and self-regulatory requirements. Although the Board may consider other duties from time to time, the Committee, to the extent it deems necessary or appropriate, will have the following responsibilities:
| A. | The Committee shall annually review goals and objectives relevant to the CEO’s compensation, evaluate the CEO’s performance in light of those goals and objectives, determine the CEO’s cash and equity-based compensation based on this evaluation, and recommend such goals, objectives and compensation to the Board for its approval. In determining any incentive component of the CEO’s compensation, the Committee will consider appropriate factors, which may include the Company’s performance and relative shareholder return, the achievement of the CEO’s performance milestones, the value of similar incentive grants or awards to chief executive officers at comparable companies, and the grants or awards given to the CEO in past years. The CEO may not be present for such discussions and determinations. | |
| B. | The Committee shall annually review and approve the compensation of the Company’s “executive officers,” (as that term is defined in the regulations promulgated by the SEC and the Nasdaq Rules) other than the CEO. In making such compensation decisions, the Committee will take into account peer group practices and other appropriate factors, such as corporate and individual performance and historical compensation practices for such officers. The Committee will solicit the recommendations of the CEO in connection with the foregoing. The Committee will also provide general oversight of the Company’s compensation and benefits plans, policies and programs that pertain to employees other than executive officers. | |
| C. | The Committee shall annually review and recommend to the Board for its approval, the fees and equity compensation paid to the Company’s non-employee directors, based on appropriate factors as determined by the Committee. Such review and recommendations shall ensure that no agreements or arrangements for providing professional or consulting services to the Company or an affiliate or an individual officer of the Company or one of their affiliates are made with any director, immediate family members of a director or persons (including entities) with an existing business or personal relationship with any director, without a full review and evaluation of potential conflicts of interest. |
| D. | The Committee shall have the sole authority to retain and terminate any compensation consultant to be used by the Committee or the Company to assist in the evaluation of the compensation of non-employee directors, the CEO or the other executive officers, shall have sole authority to approve such compensation consultant’s fees and other retention terms, and shall have sole authority to oversee the work of such compensation consultant. In determining whether to engage a compensation consultant, the Committee shall consider the independence factors set forth in the Nasdaq Corporate Governance Rules. Management will advise the Committee of any compensation consultant to be retained with respect to other compensation matters in advance of such retention. | |
| E. | The Committee shall periodically review and make recommendations to the Board with respect to incentive-compensation programs and equity-based plans, and shall periodically review and make recommendations to the Board with respect to the adoption of or material changes in material employee benefit, bonus, severance and other compensation plans of the Company. As appropriate in connection with this process, the Committee shall seek appropriate input from internal or external advisors. | |
| F. | The Committee shall determine the need for and the appropriateness of employment agreements and change in control agreements for each of the Company’s executive officers and any other officers recommended by the CEO or the Board. | |
| G. | The Committee shall determine and approve the options and other equity-based compensation to be granted to executive officers, other than the CEO; and shall recommend to the Board for approval options and other equity-based compensation to be granted to the CEO and non-employee directors. The Committee shall, in conjunction with the CEO, determine the issuance of options and other equity-based compensation under the Company’s incentive compensation and other stock-based plans to all other officers and employees of the Company. The Committee may delegate the determination with respect to persons other than officers to the CEO but will approve the aggregate amount granted to all employees and all new hire grants. Any equity awards to the CEO shall be determined by the Committee and recommended to the Board for its review and approval. | |
| H. | The Committee shall perform such duties and responsibilities as may be assigned to the Committee by the Board and/or under the terms of any compensation plan of the Company. |
The Committee shall:
| (a) | Report regularly to the Board on its activities; | |
| (b) | Maintain minutes of its meetings and records relating to those meetings and the Committee’s activities; | |
| (c) | Have authority to obtain, at the expense of the Company, advice and assistance from internal or external legal, consulting or other advisors; | |
| (d) | Form and delegate authority to subcommittees of one or more Committee members when desired and appropriate; | |
| (e) | Review and reassess the adequacy of this Charter annually and recommend to the Board any proposed changes to this Charter; and | |
| (f) | Periodically review the Committee’s own performance. |
| IV. | General |
In performing their responsibilities, Committee members are entitled to rely in good faith on information, opinions, reports or statements prepared or presented by:
| (a) | One or more officers or employees of the Company whom the Committee member reasonably believes to be reliable and competent in the matters presented; | |
| (b) | Counsel, independent auditors, or other persons as to matters which the Committee member reasonably believes to be within the professional or expert competence of such person; and | |
| (c) | Other committees of the Board as to matters within their respective designated authority which committee the Committee member reasonably believes to merit confidence. |
Exhibit 99.3
NORDICUS PARTNERS CORPORATION
Charter of the Nominating and Corporate Governance Committee of the Board of Directors
The purpose of the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Nordicus Partners Corporation (the “Company”) shall be as set forth in this charter (the “Charter”). The Committee has been delegated authority by the Board to: (1) identify qualified individuals to become Board members; (2) determine the composition of the Board and its committees; (3) monitor the self-assessment practices of the Board and its committees; and (4) develop and implement the Company’s corporate governance guidelines.
Authority and Responsibilities
In furtherance of these purposes, the Committee has the following authority and responsibilities:
| 1. | To oversee the administration of the Company’s Code of Ethics and related policies. | |
| 2. | To lead the search for individuals qualified to become members of the Board and to select director nominees to be presented for election by the shareholders at each annual meeting. The Committee shall select individuals as director nominees who shall have the highest personal and professional integrity, who have demonstrated exceptional ability and judgment and who shall be most effective, in conjunction with the other nominees to the Board, in collectively serving the long-term interests of the shareholders. | |
| 3. | To ensure, in cooperation with the Compensation Committee, that no agreements or arrangements are made with directors or relatives of directors for providing professional or consulting services to the Company or an affiliate or an individual officer of the Company or one of their affiliated, without appropriate review and evaluation for conflicts of interest. | |
| 4. | To ensure that Board members do not serve on more than three other for-profit public company boards that have a class of securities registered under the Securities Exchange Act of 1934 in addition to the Company’s board. Newly appointed or elected directors shall have a grace period of nine (9) months to gain compliance with this condition. | |
| 5. | To review the Board’s committee structure and to recommend to the Board for its approval, directors to serve as members of each committee as well as recommendations for committee chairs. The Committee shall review and recommend committee positions, including chairs of such committees, annually and shall recommend additional committee members to fill vacancies. |
| 6. | To review recommendations received from shareholders for persons to be considered for nomination to the board of directors, and to designate a member of the Committee to receive such communications directly from shareholders, and to publish the name and contact information of such person in the Company’s proxy statement for each of its annual meeting of shareholders. | |
| 7. | To monitor compliance with the Company’s corporate governance guidelines. The Committee shall review the guidelines at least annually, and recommend changes as necessary to the Board. | |
| 8. | To develop and implement an annual self-evaluation of the Board, both individually and as a Board, and of its committees. The Committee shall oversee the annual self-evaluations, with a focus on the effectiveness of the directors, Board, and committees as representative of the shareholders. | |
| 9. | To review and recommend changes to procedures whereby shareholders may communicate with the Board. | |
| 10. | To assess the independence of directors annually and report to the Board. | |
| 11. | To recommend to the Board for its approval, the leadership structure of the Board, including whether the Board should have an executive or non-executive Chair, whether the roles of Chair and CEO should combine, and whether a Lead Director of the Board should be appointed. |
Actions and Recommendations
In carrying out its responsibilities under its charter, the Committee is required to:
| (a) | Establish criteria for selection of potential directors, taking into consideration the following desired attributes: leadership, independence; interpersonal skills; financial acumen; business experiences; industry knowledge; diversity of viewpoints, and any other experiences as the Committee deems important to the effectiveness of the Board. The Committee will periodically assess the criteria to ensure it is consistent with the best practices and the goals of the Company. | |
| (b) | Identify individuals who satisfy the criteria for selection to the Board and make recommendations to the Board on new candidates for Board membership. | |
| (c) | Receive and evaluate nominations for Board membership which are recommended by existing directors, officers, or shareholders in accordance with procedures established by the Committee in accordance with the Company’s corporate governance guidelines and applicable law. | |
| (d) | Oversee the process for conducting background checks on new candidates for Board membership, including the process of validating candidate credentials. | |
| (e) | Review any potential conflicts of interest for Board members in the event of a particular member’s change of employment and recommend to the Board the Committee’s belief as to whether that director should continue his or her board service or resign from the Board. | |
| (f) | Establish criteria for the evaluation of existing directors and the reelection or removal of directors based on the needs of the Company. |
| (g) | Monitor the requirement that Board members shall not serve on more than three other for-profit public company boards in addition to the Company’s Board. Determinations regarding the definition of “for-profit public company board” shall be made by the Committee. | |
| (h) | Review the qualifications, performance and independence of existing Board members and make recommendations to the Board whether they should stand for reelection. | |
| (i) | Recommend to the Board the removal of a director where appropriate. | |
| (j) | Recommend to the Board a slate of nominees for the next annual meeting of shareholders. | |
| (k) | Oversee the orientation process for new directors. |
Shareholder Recommendations
The Committee will consider all recommendations for nominations to the Board from any person (or group) who has (or collectively if a group have) held more than 3% of the Company’s voting securities for longer than one year. Shareholders desiring to submit recommendations to the Committee should submit information regarding such recommendation in writing or by electronic mail to the person designated in the proxy statement circulated in advance of each annual meeting of shareholders. Each proxy statement shall set forth the information to be provided either directly in the proxy statement or by reference to the Company’s website. When the required information has been received, the Committee will evaluate the proposed nominee based on the criteria described above, with the principal criteria being the needs of the Company and the qualifications of such proposed nominee to fulfill those needs.
The Committee shall:
| (a) | Report regularly to the Board on its activities; | |
| (b) | Maintain minutes of its meetings and records relating to those meetings and the Committee’s activities; | |
| (c) | Have authority to obtain, at the expense of the Company, advice and assistance from search firms and internal or external legal, consulting, or other advisors; | |
| (d) | Form and delegate authority to subcommittees of one or more Committee members when desired and appropriate; | |
| (e) | Review and reassess the adequacy of this Charter annually and recommend to the Board any proposed changes to this Charter; and | |
| (f) | Periodically review the Committee’s own performance. |
In performing their responsibilities, Committee members are entitled to rely in good faith on information, opinions, reports or statements prepared or presented by:
| (a) | One or more officers or employees of the Company whom the Committee member reasonably believes to be reliable and competent in the matters presented; | |
| (b) | Counsel, independent auditors, or other persons as to matters which the Committee member reasonably believes to be within the professional or expert competence of such person; and | |
| (c) | Other committees of the Board as to matters within their respective designated authority which committee the Committee member reasonably believes to merit confidence. |