Exhibit 10.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
Of the Securities Exchange Act of 1934
Date of report (date of earliest event reported)
| (Exact Name of Registrant as Specified in Charter) |
| Commission
File No. |
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of Principal Executive Offices) |
| ( |
| (Registrant’s Telephone Number) |
| 3651 Lindell Road, Suite D565, Las Vegas, NV, 89103 |
| (Former name or former address, if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None | None | None |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On May 13, 2024, Nordicus Partners Corporation (the “Company”) and certain shareholders (the “Sellers”) of Orocidin A/S, a Danish stock corporation (“Orocidin”) entered into a Stock Purchase and Sale Agreement (the “Agreement”), under which the 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 38,000,000 restricted shares of its common stock (the “Company Shares”) to the Sellers. The transaction was consummated on May 13, 2024.
A copy of the Agreement is attached to this Report on Form 8-K as Exhibit 10.1. The foregoing summary of the terms of the Agreement are subject to, and qualified in their entirety by, the Agreement, which is incorporated herein by reference.
The representations, warranties and covenants contained in the Agreement were made only for purposes of the Agreement and as of specific dates, were solely for the benefit of the parties to the Agreement and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Agreement. The representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the Agreement instead of establishing these matters as facts and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Agreement, and this subsequent information may or may not be fully reflected in the Company’s public disclosures.
The Company Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state or other applicable jurisdiction’s securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state or other jurisdiction’s securities laws.
Item 2.01. Completion of Acquisition or Disposition of Assets.
As described above in Item 1.01, which disclosures are incorporated by reference in this Item 2.01 in their entirety, on May 13, 2024, the Company acquired the Orocidin Shares pursuant to the Agreement.
Item 3.02. Unregistered Sales of Equity Securities.
As described above in Item 1.01, which disclosures are incorporated by reference in this Item 3.02 in their entirety, on May 13, 2023, the Company issued 38,000,000 restricted shares of its common stock to the Sellers pursuant to the Agreement.
The Company claims an exemption from registration for the issuance of the Company Shares pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D thereunder and/or Regulation S under the Securities Act, since (A) the foregoing issuances did not involve a public offering, each recipient was an (i) “accredited investor”; and/or (ii) had access to similar documentation and information as would be required in a registration statement under the Securities Act, and such recipient represented that it acquired the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof and/or (B) each recipient was not a U.S. Person. The Company Shares were offered without any general solicitation by us or our representatives. No underwriters or agents were involved in the foregoing issuance, and we paid no underwriting discounts or commissions. The Company Shares are subject to transfer restrictions, and the certificates evidencing the Company Shares contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom.
Item 9.01. Financial Statements and Exhibits
The following are filed as part of this Form 8-K:
| (d) | Exhibits |
| Exhibit | Filed or Furnished | |||||||||
| Number | Exhibit Description | Form | Exhibit | Filing Date | Herewith | |||||
| 10.1 | Stock Purchase and Sale Agreement, dated as of May 13, 2024, between Nordicus Partners Corporation and the Sellers | X | ||||||||
| 99.1 | Press Release dated May 15, 2024 | X | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | X | ||||||||
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Dated: May 16, 2024 | NORDICUS PARTNERS CORPORATION | |
| By: | /s/ Henrik Rouf | |
| Henrik Rouf | ||
| Chief Executive Officer | ||
Exhibit 10.1
Exhibit 99.1
Nordicus Partners Corporation Acquires 95% Stake in Orocidin A/S
Beverly Hills, California. May 15, 2024…Nordicus Partners Corporation (OTCQB: NORD) (“Nordicus” or the “Company”), a financial consulting company specializing in providing Nordic and U.S. Life Sciences companies with optimal conditions to establish themselves on the U.S. market, announced today that it has entered into an agreement with Orocidin A/S (“Orocidin”) to acquire a 95% stake from eleven of Orocidin’s shareholders for $38,000,000. Nordicus will be issuing 38 million restricted common shares in an all-stock transaction to the selling shareholders.
With Nordicus becoming Orocidin’s single largest shareholder, Henrik Rouf, CEO of Nordicus, and Henrik Keller, Director of Nordicus, will both join Orocidin’s Board of Directors.
Henrik Rouf stated, “We are thrilled to become the largest shareholder of Orocidin, a clinical-stage biopharmaceutical company which is advancing the next generation of periodontitis therapies. With the global market for periodontal disease therapeutics estimated to cross $1.3 billion in 2029, there is an urgent, unmet need for new and improved treatment options for periodontitis, which is why we made this timely investment.”
Allan Wehnert, CEO and founder of Orocidin, added, “I am honored that Nordicus decided to acquire almost all of Orocidin, as they share our vision and see the huge untapped potential for our innovative therapeutic agent, QR-01, a remarkable product that is specifically designed to meet the key challenge of treating periodontitis and belongs to a unique class of host defense peptides characterized by functions such as antimicrobial, and immunomodulatory roles.
In addition to antimicrobial activity, QR-01 also participates in the activation of specific immune responses in patients. Apart from antimicrobial activity, QR-01 exerts its protective effects by its antibiofilm activities,
In summary QR-01 is a key product in restraining the progression of periodontitis.
About Nordicus Partners Corporation
Nordicus Partners Corporation and its Denmark-based financial consulting company, specializing in providing Nordic and U.S. Life Sciences companies with the best possible conditions to establish themselves on the U.S. market, taking advantage of management’s combined +90 years of experience in the corporate sector, serving in different capacities both domestically and globally. The company’s core competencies lie in assisting Danish as well as other Nordic and international companies in different areas of corporate finance activities, such as: business valuations, growth strategies, attracting capital for businesses and company acquisitions and sales. For more information about Nordicus, please visit: www.nordicuspartners.com
Forward-Looking Statements
The Company believes that this press release contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Terms such as “may,” “might,” “would,” “should,” “could,” “project,” “estimate,” “pro-forma,” “predict,” “potential,” “strategy,” “anticipate,” “attempt,” “develop,” “plan,” “help,” “believe,” “continue,” “intend,” “expect,” “future,” and terms of similar import (including the negative of any of these terms) may identify forward-looking statements. Such forward-looking statements, including but not limited to statements regarding the plans and objectives of management for future operations, are based on management’s current expectations and are subject to risks and uncertainties that could cause results to differ materially from the forward-looking statements. Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties. Factors that may influence or contribute to the accuracy of the forward-looking statements or cause actual results to differ materially from expected or desired results may include, without limitation, market acceptance of the company’s products and services; competition from existing products or new products that may emerge; the implementation of the company’s business model and strategic plans for its business and our products; estimates of the company’s future revenue, expenses, capital requirements and need for financing; current and future government regulations; and developments relating to the company’s competitors. Readers are cautioned not to place undue reliance on forward-looking statements because of the risks and uncertainties related to them. For further information on such risks and uncertainties, you are encouraged to review the Company’s filings with the Securities and Exchange Commission (“SEC”), including its Current Report on Form 8-K relating to the reverse acquisition and related transactions which was filed with the SEC on March 1, 2023 and its quarterly report on Form 10-Q for the fiscal period ended December 31, 2023. The Company assumes no obligation to update any forward-looking statements as a result of new information or future events or developments, except as required by law.
For further information contact:
Mr. Henrik Rouf
Chief Executive Officer
Phone +1 310 666.0750
Email hr@nordicuspartners.com