U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission
File No.
(Name of small business issuer in its charter)
(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Issuer’s
telephone number
Securities registered under Section 12(b) of the Exchange Act:
| None | None | |
| Title of each class | Name of each exchange on which registered |
Securities
registered pursuant to Section 12(g) of the Act:
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☐ Large Accelerated Filer | ☐ Accelerated Filer | |
| ☒
|
||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No
As of April 2, 2025, there were shares of the registrant’s Common Stock outstanding.
NORDICUS PARTNERS CORPORATION
TABLE OF CONTENTS
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PART I - FINANCIAL INFORMATION
Item 1. Unaudited Financial Statements
NORDICUS PARTNERS CORPORATION
CONSOLIDATED BALANCE SHEETS
| December 31, 2024 | March 31, 2024 | |||||||
| ASSETS | (Unaudited) | |||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Website | ||||||||
| Intangible assets | ||||||||
| Other assets | ||||||||
| Goodwill | ||||||||
| Investment in Mag Mile Capital, Inc. | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Deferred revenue | ||||||||
| Related party payable | ||||||||
| Warrant liability (related party) | ||||||||
| Total current liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Stockholders’ equity: | ||||||||
| Common Stock; $ par value; shares authorized; and shares issued and outstanding at December 31, 2024 and March 31, 2024, respectively | ||||||||
| Treasury stock; shares at cost | ( | ) | ( | ) | ||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total equity attributed to the parent | ||||||||
| Non-controlling interest | ||||||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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NORDICUS PARTNERS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||||||
| December 31, | December 31, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Officer compensation | ||||||||||||||||
| Professional fees | ||||||||||||||||
| Consulting expense | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Research and development | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other (expense) income: | ||||||||||||||||
| Change in fair value of warrant liability (related party) | ( | ) | ( | ) | ||||||||||||
| Interest expense | ( | ) | ( | ) | ||||||||||||
| Other income | ||||||||||||||||
| Total other (expense) income | ( | ) | ( | ) | ||||||||||||
| Loss from operations before provision for income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision for income tax | ||||||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss attributable to noncontrolling interests | ( | ) | ( | ) | ||||||||||||
| Net loss attributable to Nordicus Partners Corporation | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Other comprehensive loss: | ||||||||||||||||
| Foreign currency translation adjustment | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Comprehensive loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss per share attributable to Nordicus Partners Corporation - basic and diluted | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Weighted average common shares outstanding - basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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NORDICUS PARTNERS CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2024 AND 2023 (Unaudited)
| Common Stock | Preferred Stock, Series A Junior | Preferred Stock, Undesignated | Additional Paid-in | Accumulated | Treasury | Other Comprehensive | Total Equity Attributed | Non-Controlling | Total Stockholders’ | |||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Stock | Income (Loss) | to Parent | Interest | Equity | ||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | $ | ||||||||||||||||||||||||||||||||||||
| Common Stock issued in Orocidin business combination | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of warrants | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock issued for services | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Forgiveness of debt - related party | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Recognition of non-controlling interest | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2024 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of warrants | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Orocidin issuance of common stock in capital raise | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2024 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock issued in Bio-Convert business combination, net | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock issued to acquire remaining equity of Orocidin (See Note 10) | — | — | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of warrants | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | $ | ||||||||||||||||||||||||||||||||||||
| Preferred Stock, | Preferred Stock, | Additional | Common Stock to | Other | Total | |||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Series A Junior | Undesignated | Paid in | Accumulated | Treasury |
Be |
Comprehensive | Stockholders’ | ||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Stock | Issued | Income (Loss) | Equity | |||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2023 | $ | $ | $ | $ | ( | ) | ( | ) | $ | | ||||||||||||||||||||||||||||||||||||||
| Shares issued for stock investment | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of warrants | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2023 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Exercise of warrants | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||||||||
| Cash distribution to stockholder | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||
| Exercise of warrants | — | — | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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NORDICUS PARTNERS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) |
| For the Nine Months Ended | ||||||||
| December 31 | ||||||||
| 2024 | 2023 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Shares issued for services | ||||||||
| Stock-based compensation | ||||||||
| Change in fair value of warrant liability (related party) | ||||||||
| Amortization of website costs | ||||||||
| Changes in assets and liabilities: | ||||||||
| Prepaid expenses and other current assets | ( | ) | ( | ) | ||||
| Receivables | ||||||||
| Other assets | ( | ) | ||||||
| Accounts payable and accrued expenses | ||||||||
| Related party payable | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Cash paid for website costs | ( | ) | ||||||
| Cash acquired in business combinations | ||||||||
| Net cash provided by investing activities | ||||||||
| Cash flows from financing activities: | ||||||||
| Advance from related party | ||||||||
| Cash distribution to stockholder | ( | ) | ||||||
| Cash paid for stock issuance costs in business combinations | ( | ) | ||||||
| Proceeds from Orocidin issuance of common stock in capital raise | ||||||||
| Proceeds from exercise of warrants | ||||||||
| Net cash provided by financing activities | ||||||||
| Net change in cash | ||||||||
| Effect of exchange rate on cash | ( | ) | ( | ) | ||||
| Cash at beginning of period | ||||||||
| Cash at end of period | $ | $ | ||||||
| Supplemental disclosures of non-cash information: | ||||||||
| Common Stock issued for shares of Mag Mile Capital, Inc. | $ | $ | ||||||
| Common Stock issued for the acquisition of Bio-Convert | $ | $ | ||||||
| Common Stock issued for the acquisition of Orocidin | $ | $ | ||||||
| Forgiveness of debt - related party | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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NORDICUS PARTNERS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
DECEMBER 31, 2024
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Nordicus
Partners Corporation (the “Company,” or “Nordicus” or “we”) was founded in 1993 as a subsidiary of
PolyMedica Corporation. On January 31, 2020 (the “Closing Date”), we completed the sale of substantially all of our assets
(the “Asset Sale”) for a total purchase price of $
As a result of the Asset Sale, we ceased operating as a developer, manufacturer, marketer and seller of advanced polymers. Subsequent to the Closing Date, we became engaged in efforts to identify either an (i) operating company to acquire or merge with through an equity-based exchange transaction or (ii) investor interested in purchasing a majority interest in our Common Stock, whereby either transaction would likely result in a change in control.
On March 3, 2020, we filed a Certificate of Amendment to the Company’s Certificate of Incorporation. This amendment was unanimously approved by our Board of Directors, to change our name from AdvanSource Biomaterials Corporation to EKIMAS Corporation.
On
October 12, 2021, we entered into a Stock Purchase Agreement (the “SPA”) with Reddington Partners LLC, a California limited
liability company (“Reddington”) providing for the purchase of a total of shares of our Common Stock, on a post-split
basis, or approximately
Pursuant
to the SPA, the Company effectuated a
On
February 23, 2023, the Company and Managementselskabet af 12.08.2020 A/S (formerly Nordicus Partners A/S), a Danish stock corporation,
consummated the transactions contemplated by a certain contribution agreement (the “Contribution Agreement”) by and among
the Company, Nordicus, 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 (
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On
February 23, 2023, Tom Glaesner Larsen and Christian Hill Madsen were appointed directors of the Company. Mr. Hill-Madsen continues as
Chairman of the Board of Orocidin A/S, of which the Company acquired
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, Tom Glaesner Larsen resigned from the Company’s Board of Directors, and the remaining board members appointed Henrik Keller as his replacement.
On November 29, 2023, the Company’s subsidiary, Nordicus Partners A/S, changed its name to Managementselskabet af 12.08.2020 A/S.
On
May 13, 2024, the Company and certain shareholders of Orocidin A/S (the “Orocidin Sellers”), a Danish stock corporation (“Orocidin”),
entered into a Stock Purchase and Sale Agreement (the “Agreement”), under which the Orocidin Sellers sold to the Company
shares of the capital stock of Orocidin (the “Orocidin Shares”), representing
On June 3, 2024, Mr. Christian Hill-Madsen resigned as a director of the Company and Peter Severin was appointed as his replacement.
On
November 8, 2024, the Company effected a
On
November 11, 2024, the Company announced that it entered into an agreement with Bio-Convert ApS (“Bio-Convert”) to acquire
On
November 12, 2024, the Company entered into an agreement with Orocidin A/S to acquire the remaining outstanding shares, or approximately
| 8 |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company’s unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the three and nine months ending December 31, 2024 and 2023, and not necessarily indicative of the results to be expected for the full year ending March 31, 2025. These unaudited financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2024.
Reverse Stock Split
On
November 8, 2024, the Company effectuated a
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s accounting estimates include the useful lives of long-lived assets and recoverability of those assets, impairment in fair value of goodwill, the fair value of assets acquired and liabilities assumed in business combinations, and the fair value of its outstanding warrants.
Concentration of Credit Risk
We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We also maintain cash in foreign bank accounts that are not federally insured. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash.
Cash 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
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Principles of Consolidation
The accompanying unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Managementselskabet af 12.08.2020 A/S, Orocidin A/S, and Bio-Convert ApS. All significant intercompany transactions have been eliminated in consolidation.
Translation Adjustment
The accounts of the Company’s subsidiaries are maintained in Danish krone. According to Accounting Standards Codification (“ASC”) Topic 830, Foreign Currency Matters, all assets and liabilities were translated at the current exchange rate at respective balance sheets dates, stockholders’ equity transactions are translated at the historical rates and statement of operations accounts are translated at the average exchange rate for the period. The resulting translation adjustments are reported in other comprehensive loss in accordance with ASC Topic 220, Reporting Comprehensive Income (“ASC 220”) in the statements of operations and in accumulated other comprehensive loss as a component of stockholders’ equity.
Comprehensive Loss
Comprehensive loss is comprised of net loss and all changes to the consolidated statements of stockholders’ equity, except changes in paid-in capital and distributions to shareholders. Comprehensive 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 and Bio-Convert’s ongoing research and development efforts. Research and development costs are expensed as incurred. Advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received.
Stock-based Compensation
The Company accounts for stock-based compensation using the provisions of ASC Topic 718, Stock Compensation, which requires the recognition of the fair value of stock-based compensation. Stock-based compensation is estimated at the grant date based on the fair value of the awards. The Company accounts for forfeitures of grants as they occur. Compensation cost for awards is recognized using the straight-line method over the vesting period. Stock-based compensation is included in officer compensation, general and administrative, research and development, and consulting expense in the consolidated statements of operations and comprehensive loss.
| 10 |
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 and accrued expenses approximate their fair value because of the short maturity of those instruments.
The Company’s liability classified warrant issued on December 30, 2024 to GK Partners is considered to be a Level 3 financial instrument measured at fair value at issuance. Subsequent changes in fair value will be recognized each reporting period within the consolidated statement of operations and comprehensive loss.
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 consolidated statements of operations and comprehensive 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 by the weighted average number of shares of Common Stock and potentially outstanding shares of Common Stock during the period. As of December 31, 2024, there were potentially dilutive shares of Common Stock from liability classified warrants, restricted stock units, and stock options. As of December 31, 2023, there were potentially dilutive shares of Common Stock from equity classified warrants. Diluted shares are not presented when the effect of the computations is anti-dilutive due to the losses incurred. Accordingly, there is no difference in the amounts presented for basic and diluted loss per share.
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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 consolidated financial statements from the acquisition date.
Goodwill
The Company assesses goodwill for impairment on an annual basis or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired. The Company regularly monitors current business conditions and other factors including, but not limited to, adverse industry or economic trends and lower projections of profitability that may impact future operating results. The process of evaluating the potential impairment of goodwill requires significant judgment. In performing the Company’s annual goodwill impairment test, the Company is permitted to first assess qualitative factors to determine whether it is more likely than not that the fair value of any of the Company’s reporting units is less than its carrying amount, including goodwill. In performing the qualitative assessment, the Company considers certain events and circumstances specific to the reporting unit and the entity as a whole, such as macroeconomic conditions, industry and market considerations, overall financial performance and cost factors when evaluating whether it is more likely than not that the fair value of any of the reporting units is less than its carrying amount. The Company is also permitted to bypass the qualitative assessment and proceed directly to the quantitative test. If the Company chooses to undertake the qualitative assessment and concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company would then proceed to the quantitative impairment test. In the quantitative assessment, the Company compares the fair value of the reporting unit to its carrying amount, which includes goodwill. If the fair value exceeds the carrying value, no impairment loss exists. If the fair value is less than the carrying amount, a goodwill impairment loss is measured and recorded.
The
Company assesses goodwill for impairment on an annual basis as of March 31 or more frequently when events and circumstances occur indicating
that recorded goodwill may be impaired. The Company did
Indefinite-lived Intangible Assets
The Company accounts for its indefinite-lived intangible assets in accordance with ASC Topic 350, Intangibles - Goodwill and Other (“ASC 350”). Indefinite-lived intangible assets are not amortized but instead are reviewed for impairment annually, or more frequently if an event occurs or circumstances change which indicate that an asset might be impaired. Pursuant to ASC 350, the Company tests its indefinite-lived intangible assets, which consist of certain assets acquired via the Company’s business combinations with Orocidin A/S and Bio-Convert ApS 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.
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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. |
In
January 2024, the Company signed an agreement with Orocidin for which it recognized $
In
June 2024, the Company signed an agreement with Bio-Convert for which it recognized $
Non-controlling Interests
In accordance with ASC Topic 810, Consolidation (“ASC 810”), the Company assesses whether it has a variable interest in legal entities in which it has a financial relationship and, if so, whether or not those entities are variable interest entities (“VIEs”). For those entities that qualify as VIEs, ASC 810 requires the Company to determine if the Company is the primary beneficiary of the VIE, and if so, to consolidate the VIE.
If an entity is determined to be a VIE, the Company evaluates whether the Company is the primary beneficiary. The primary beneficiary analysis is a qualitative analysis based on power and economics. The Company consolidates a VIE if both power and benefits belong to the Company – that is, the Company (i) has the power to direct the activities of a VIE that most significantly influence the VIE’s economic performance (power), and (ii) has the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE (benefits). The Company consolidates VIEs whenever it is determined that the Company is the primary beneficiary.
Following
the acquisition of
| 13 |
In
November 2024, the Company acquired the remaining
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 Issued Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which will add required disclosures of significant expenses for each reportable segment, as well as certain other disclosures to help investors understand how the CODM evaluates segment expenses and operating results. The new standard will also allow disclosure of multiple measures of segment profitability if those measures are used to allocate resources and assess performance. The amendments will be effective for public companies for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its unaudited consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (“DISE”), which will require additional disclosure of the nature of expenses included in the income statement in response to longstanding requests from investors for more information about an entity’s expenses. This ASU was further clarified by ASU 2025-01, Income Statement (Topic 220): Reporting Comprehensive Income - Expense Disaggregation Disclosures, Disaggregation of Income Statement Expenses, which was issued in December 2024. The new standards require disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. The new standards will be effective for public companies for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The requirements will be applied prospectively with the option for retrospective application. Early adoption is permitted. The Company is currently evaluating the impact of these accounting standard updates on its financial statements.
The Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
| 14 |
NOTE 3 - GOING CONCERN
The
Company’s unaudited 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 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, the private placement of Common Stock and the exercise of outstanding warrants. The unaudited consolidated financial statements of the Company do not include any adjustments that may result from the outcome of these uncertainties.
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, Inc. (“Mag Mile”) 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. The Company periodically evaluates its investments for impairment due to declines considered to be other than temporary. If the Company determines that a decline in fair value is other than temporary, then a charge to earnings is recorded in the accompanying consolidated statements of operations and comprehensive (loss) income, and a new basis in the investment is established.
There is no active market for the shares of Mag Mile as of December 31, 2024. Therefore, the investment remains at cost until such time that there is an indicator of impairment or 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. The Company’s investment in Mag Mile is subject to changes and fluctuations based on their business activities and their ability to trade in the future. During the three and nine months ended December 31, 2024, the Company did not identify any indicators of impairment or other observable price changes to the cost basis of the investment in Mag Mile.
NOTE 5 - RELATED PARTY TRANSACTIONS
Mr. Tom Glasner Larsen is the 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 Managementselskabet af 12.08.2020 A/S (formerly Nordicus Partners A/S) until its acquisition by the Company on February 23, 2023. He was also a beneficial owner of a controlling interest in Orocidin A/S until its acquisition by the Company on May 13, 2024.
| 15 |
Effective
April 1, 2022, we issued to GK Partners, for financial services, a warrant (the “2022 GK Warrant”) to purchase up to
Effective
December 30, 2024, a new warrant was issued to GK Partners (the “2024 GK Warrant”) to purchase up to
On February 23, 2023, pursuant to the Contribution Agreement by and among the Company, Managementselskabet af 12.08.2020 A/S (formerly Nordicus Partners A/S), GK Partners, Henrik Rouf and LSPH, the Company issued shares of its Common Stock.
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.
Mr.
Bennett Yankowitz, our chief financial officer and director, was affiliated with legal counsel who provided us with general legal services
(the “Affiliate”). We recorded legal fees to the Affiliate of $
Our
employment agreement with Henrik Rouf, our chief executive officer, provided for a base salary of $
Our
consulting agreement with Bennett Yankowitz, our chief financial officer and a member of our board of directors, provided for a base
salary of $
| 16 |
During
the nine months ended December 31, 2024, a related party forgave their payable of $
Effective
June 3, 2024, Christian Hill-Madsen resigned from the Board of Directors of the Company, and the remaining Board members appointed Peter
Severin as his replacement and as Chairman of the Board of Directors. Mr. Hill-Madsen will continue as Chairman of the Board of Orocidin
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 $
NOTE 6 - FAIR VALUE MEASUREMENTS
The following tables provide information related to the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2024:
| December 31, 2024 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Liabilities: | ||||||||||||||||
| Warrant liability (related party) | $ | $ | $ | $ | ||||||||||||
| $ | $ | $ | $ | |||||||||||||
The fair value of the warrant liability (related party), which is a Level 3 fair value measurement, was estimated using a Monte Carlo Simulation model. The use of significant unobservable inputs could result in those inputs being different at the reporting date and which could result in a significantly higher or lower fair value measurement at the reporting date. The following table presents the quantitative information regarding Level 3 fair value measurement of the warrant liability (related party) as of December 31, 2024:
| December 31, 2024 | ||||
| Risk-free interest rate | % | |||
| Expected term (years) | ||||
| Exercise price | $ | |||
| Annual volatility | % | |||
| Stock price on valuation date | $ | |||
| 17 |
The following table summarizes the activity for the Company’s Level 3 instruments measured at fair value on a recurring basis:
| Warrant Liability (Related Party) | ||||
| Balance as of March 31, 2024 | $ | |||
| Issuance of warrant liability (related party) | ||||
| Balance as of December 31, 2024 | $ | |||
There were no transfers between Level 1 and Level 2, nor into and out of Level 3, during the periods presented.
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. Each share of Junior Preferred Stock shall entitle the holder to 100 votes on all matters submitted to a vote of the Company’s stockholders. The holders of shares of Junior Preferred Stock, in preference to the holders of the Company’s Common Stock and of any other junior stock, shall be entitled to receive, when and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash. Upon the Company’s liquidation, dissolution or winding up, no distribution shall be made to the holders of shares of stock ranking junior to the Junior Preferred Stock unless, prior thereto, the holders of shares of Junior Preferred Stock shall have received $ per share, plus an amount equal to accrued and unpaid dividends and distributions thereon. The Junior Preferred Stock shall rank, with respect to the payment of dividends and the distribution of assets, junior to all series of any other class of Preferred Stock. As of December 31, 2024 and March 31, 2024, there are shares of Junior Preferred Stock or undesignated Preferred Stock issued and outstanding.
NOTE 8 - COMMON STOCK TRANSACTIONS
The Company is authorized to issue shares of common stock with a par value of $ per share (the “Common Stock”). Holders of the Company’s Common Stock are entitled to one vote for each share.
During
the nine months ended December 31, 2024, GK Partners exercised a portion of its warrant for shares of Common Stock. The exercise
price was $
During
the nine months ended December 31, 2024, the Company issued shares of Common Stock for services. The value of the shares issued
resulted in a total non-cash expense of $
| 18 |
On May 13, 2024, the Company and certain shareholders of Orocidin A/S, entered into a Stock Purchase and Sale Agreement, under which the Company issued restricted shares of its Common Stock to the Sellers (Note 1).
During
the three months ended September 30, 2024, Orocidin A/S issued shares of its common stock in a capital raise with a third party in exchange
for proceeds of $
On
November 11, 2024, the Company entered into an agreement with Bio-Convert to acquire
On
November 12, 2024, the Company acquired the remaining
The Company established the Nordicus Partners Corporation 2024 Stock Incentive Plan (the “Plan”). This plan was effective on June 7, 2024 per the Board of Directors resolution. The purpose of the Plan is to promote the long-term growth and profitability of the Company by (i) providing key people with incentives to improve stockholder value and to contribute to the growth and financial success of the Company, and (ii) enabling the Company to attract, retain and reward the best-available persons.
The Plan permits the granting of stock options (including incentive stock options qualifying under Code Section 422 and nonqualified stock options), stock appreciation rights (SARs), restricted or unrestricted stock awards, restricted stock units, performance awards, other stock-based awards, or any combination of the foregoing.
Participation in the Plan shall be open to all employees, officers, directors, and consultants of the Company, or of any affiliate of the Company, as may be selected by the Company from time to time. However, only employees of the Company, and of any parent or subsidiary of the Company, shall be eligible for the grant of an incentive stock option. The grant of an award at any time to any person shall not entitle that person to a grant of an award at any future time.
The shares of Common Stock that may be issued with respect to awards granted under the Plan shall not exceed an aggregate of shares of Common Stock. The maximum number of shares of Common Stock under the Plan that may be issued as incentive stock options shall be shares. Regarding performance-based award limitations, the number of shares of Common Stock that may be granted in the form of options, SARs, restricted stock awards, restricted stock units, or performance award shares in a single fiscal year to a participant may not exceed of each form.
| 19 |
| Number of Stock Options | Weighted-average Exercise Price per Option | Weighted-average Remaining Contractual Term (Years) | Aggregate Intrinsic Value | |||||||||||||
| Outstanding as of March 31, 2024 | — | |||||||||||||||
| Granted | ||||||||||||||||
| Outstanding as of December 31, 2024 | $ | $ | ||||||||||||||
| Exercisable and vested as of December 31, 2024 | $ | $ | ||||||||||||||
| Vested and expected to vest as of December 31, 2024 | $ | $ | ||||||||||||||
Not included in the table above or the table and disclosures below are performance awards (the “Performance Awards”) issued during the three and nine months ended December 31, 2024, whose vesting is dependent upon future events that were not deemed probable of occurring at the time of grant through December 31, 2024. The Company did not recognize compensation expense for such awards. The Company will reassess the probability of achievement at each reporting date and will recognize compensation expense if and when the performance condition becomes probable of achievement.
The stock-based compensation expense related to option grants under the Plan was $ for the three and nine months ended December 31, 2024 and was recognized within officer compensation on the Company’s consolidated statement of operations and comprehensive loss.
All of the awards in the table above were fully vested at issuance and therefore all related compensation expense was recognized during the three and nine months ended December 31, 2024. There was no unrecognized compensation cost related to these options as of December 31, 2024.
The weighted-average grant date fair value per share of options granted during the three and nine months ended December 31, 2024 was $. There were no options exercised during the three and nine months ended December 31, 2024.
| 2024 | ||||
| Expected volatility | % | |||
| Expected dividend yield | ||||
| Exercise price | $ | |||
| Stock price | $ | |||
| Expected term (years) | ||||
| Risk-free rate | % | |||
| 20 |
Awards issued for consulting services
Unrelated
to the Plan, during the nine months ended December 31, 2024, the Company issued shares of Common Stock to a third party for consulting
services, which were valued at $
Effective November 27, 2024, the Company entered into a consulting agreement with an advisory firm that will continue through November 30, 2025. As part of compensation for the consulting services, the Company issued to the counterparty restricted stock units (“RSUs”), each of which representing one share of Common Stock per unit, subject to vesting conditions as follows: (i) units vesting 45 days following the effective date and (ii) thereafter, monthly tranches of units that vest at the completion of each additional month of service rendered. The fair value of the RSUs on the grant date was determined to be $ based on the Company’s stock price on that date of $. The Company recognized $ in stock-based compensation in consulting expense on the unaudited consolidated statement of operations and comprehensive loss related to the vesting of the RSUs during the three and nine months ended December 31, 2024. The RSUs were granted outside of the Plan.
As of December 31, 2024, there was $ of unrecognized equity-based compensation expense related to the RSUs that is expected to be recognized over a weighted-average period of less than one year.
A summary of the Company’s RSU activity for the nine months ended December 31, 2024 is as follows:
| Number of Shares | Weighted-Average
Grant Date Fair Value | |||||||
| Unvested at March 31, 2024 | $ | |||||||
| Granted | ||||||||
| Unvested at December 31, 2024 | $ | |||||||
On June 17, 2024, the Company’s board of directors cancelled the Company’s 2017 Non-Qualified Equity Incentive Plan (the “2017 Plan”). At the time there were stock awards of any kind outstanding under the 2017 Plan.
NOTE 10 - BUSINESS COMBINATIONS
Orocidin A/S
On May 13, 2024, the Company and certain shareholders of Orocidin A/S, 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. The shares were valued at $, the closing stock price of the Company on the date of acquisition.
Orocidin A/S is a clinical-stage biopharmaceutical company, is aiming to revolutionize the treatment of aggressive periodontitis, making it safer, more effective, and efficient to prevent and cure those who are affected by 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 as outlined in the table below. The excess of the purchase price over the estimated fair values of the underlying identifiable assets acquired, liabilities assumed was allocated to goodwill.
| 21 |
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date. The Company is in the process of obtaining third-party valuations of certain intangible assets; thus, the provisional measurements of intangible assets and goodwill are subject to change.
| Consideration | ||||
| Consideration issued | $ | |||
| Identified assets and liabilities | ||||
| Cash | ||||
| Intangible assets | ||||
| Other receivables | ||||
| Accounts payable and accruals | ( | ) | ||
| Total identified assets, liabilities, and noncontrolling interest | ||||
| Non-controlling interest | ||||
| Excess purchase price allocated to goodwill | $ | |||
The
$
The
$
From
the closing date of the Business Combination through December 31, 2024, Orocidin A/S has incurred $
On
November 11, 2024, the Company acquired the remaining outstanding common shares and voting interest, or
The following represents the pro forma consolidated revenue and net loss attributable to Nordicus Partners Corporation as if Orocdin had been included in the consolidated results of the Company for the entire three and nine months ending December 31, 2024 and 2023:
| Three Months Ended | Nine Months Ended | |||||||||||||||
| December 31, | December 31, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Net loss attributable to Nordicus Partners Corporation | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| 22 |
Prior
to the acquisition, the Company had a preexisting relationship with Orocidin, in which the Company provided consulting services to Orocidin
to accelerate the company and achieve certain milestones prior to the acquisition. At the date of the acquisition, the Company had earned
consulting fees in the amount of $
Bio-Convert ApS
On
November 11, 2024 (the acquisition date), the Company acquired
Bio-Convert is a Denmark-based clinical-stage biopharmaceutical 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 cause 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 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 fair value of the common shares issued was determined based on the closing market price of the Company’s Common Stock on the acquisition date, $.
| 23 |
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date. The Company is in the process of obtaining third-party valuations of certain intangible assets; thus, the provisional measurements of intangible assets and goodwill are subject to change.
| November 11, 2024 | ||||
| Cash | $ | |||
| Capitalized software | ||||
| Intangible assets | ||||
| Prepaid expenses | ||||
| Total identifiable assets acquired | ||||
| Accounts payable and accrued expenses | ||||
| Total liabilities assumed | ||||
| Net identifiable assets acquired | ||||
| Goodwill | ||||
| Net assets acquired | $ | |||
The
$
The
$
The
Company recognized $
The
amounts of revenue and net loss of Bio-Convert included in the Company’s unaudited consolidated statement of operations and comprehensive
loss were $— and $
The following represents the pro forma consolidated revenue and net loss attributable to Nordicus Partners Corporation as if Bio-Convert had been included in the consolidated results of the Company for the entire three and nine months ending December 31, 2024 and 2023:
| Three Months Ended | Nine Months Ended | |||||||||||||||
| December 31, | December 31, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Net loss attributable to Nordicus Partners Corporation | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| 24 |
Prior
to the acquisition, the Company had a preexisting relationship with Bio-Convert, in which the Company provided consulting services to
Bio-Convert to accelerate the company and achieve certain milestones prior to the acquisition. At the date of the acquisition, the Company
had earned consulting fees in the amount of $
NOTE 11 - WARRANTS
A summary of the Company’s outstanding warrant activity for the nine months ended December 31, 2024 is as follows:
| Weighted | ||||||||||||
Weighted Average | Average Remaining | |||||||||||
| Number of | Exercise | Contract | ||||||||||
| Warrants | Price | Term | ||||||||||
| Outstanding, March 31, 2024 | $ | |||||||||||
| Issued | $ | |||||||||||
| Expired | ( | ) | $ | — | ||||||||
| Exercised | ( | ) | $ | — | ||||||||
| Outstanding, December 31, 2024 | $ | |||||||||||
All of the outstanding warrants are exercisable as of December 31, 2024.
NOTE 12 - SUBSEQUENT EVENTS
Effective February 27, 2025, the Company terminated its consulting agreement entered into on November 27, 2024 pursuant to which the Company had issued RSUs as of December 31, 2024. As of the date of termination, of these RSUs were fully vested and were issued as Common Stock to the counterparty. The remaining unvested RSUs were forfeited as of that date.
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.
| 25 |
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.
Corporate 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 5,114,475 shares of our common stock, on a post-split basis, or approximately 90% of our total shares of common stock outstanding for total cash consideration of $400,000. Reddington 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 (the “Reverse Split”). 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 Nordicus Partners A/S, a Danish stock corporation, consummated the transactions contemplated by a certain contribution agreement (the “Contribution Agreement”) by and among the Company, Nordicus, GK Partners, Henrik Rouf and 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 Nordicus for an aggregate of 250,000 shares of the Company’s common stock, par value $0.001 per share. As a result of the Business Combination, Nordicus became a 100% wholly owned subsidiary of the Company.
On February 23, 2023, Tom Glaesner Larsen and Christian Hill Madsen were appointed directors of the Company. Mr. Hill-Madsen will continue as Chairman of the Board of Orocidin A/S, of which the Company recently acquired 95% of the outstanding shares in exchange for shares of the Company.
On May 17, 2023, the Company changed its name to Nordicus Partners Corporation and its ticker symbol to NORD.
| 26 |
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 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 A/S, is a clinical-stage biopharmaceutical 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 ApS (“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 clinical-stage biopharmaceutical 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 A/S to acquire the remaining 29,663 outstanding shares, or approximately 5%, of Orocidin A/S. In exchange, the Company issued 200,000 shares of restricted common stock to the selling shareholders of Orocidin. Upon closing of the acquisition, Orocidin A/S became a 100% wholly owned subsidiary of the Company.
Our Business
We are a financial consulting company, specializing in providing Nordic and U.S. life science 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.
| 27 |
Our core competencies lie in assisting Danish as well as other Nordic and U.S. life science companies in different areas of corporate finance activities, such as:
| ● | Business and market development | |
| ● | Growth strategy – budgeting included | |
| ● | Investment Memorandum | |
| ● | Attracting the right people and partners | |
| ● | Attracting capital for businesses | |
| ● | Company acquisitions and sales |
The aforementioned areas of expertise are widely applicable in a lot of industries; however, the companies we service primarily operate in the pharmaceutical, life sciences and healthcare industries.
Our mission going forward, is to assist the right Nordic companies realize their growth strategy, by fine tuning systems and processes, sharpening the commercial focus and providing companies with the best possible guidance and setup suited to successfully establish themselves on the U.S. market.
Through our business operations, we are being presented with numerous business opportunities and ventures. On occasion we view some of those businesses attractive enough to engage with ourselves and thus acquire an ownership stake in the company. Hence, potentially creating an added revenue stream – alongside the fees from our corporate finance services – if the company’s value increases over time.
Besides the value we provide through our direct involvement with the companies, we have a comprehensive network of business partners and associates, which spans across Europe and the U.S.
We also operate as a business incubator, in which we can provide added value by accelerating and smoothing companies’ transition to the U.S. through a number of support resources and services such as office space, lawyers, bookkeepers, marketing specialists, etc. with years of experience navigating through the U.S. marketplace. Hence, providing companies with the optimal conditions needed for their international expansion.
Orocidin A/S, our wholly owned subsidiary acquired in 2024, is a Danish preclinical biotech company founded in 2023 by Allan Wehnert, an accomplished pharmacologist, who serves as Orocidin’s CEO. Orocidin is developing a propriety first-of-its-kind medical treatment for aggressive periodontitis, addressing a major unmet need. Several patent applications are currently pending, including product use, application forms, and synthesis.
Results of Operations
Three Months Ended December 31, 2024 Compared to the Three Months Ended December 31, 2023
Operating Expenses
During the three months ended December 31, 2024, we had officer compensation expense of $518,654 compared to $30,158 for the three months ended December 31, 2023, an increase of $488,496 or 1620%. This increase was primarily due to an increase in salaries for and an issuance of stock options to the Company’s chief executive officer and chief financial officer as well as increased compensation for and an issuance of stock options to members of the Company’s Board of the Directors. See Note 5 to our accompanying unaudited consolidated financial statements for more information on these transaction.
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For the three months ended December 31, 2024, we had professional fees of $158,712 compared to $43,728 for the three months ended December 31, 2023, an increase of $114,984 or 263%. The increase is largely due to increased legal and accounting expenses related to the business combinations with Orocidin and Bio-Convert.
For the three months ended December 31, 2024, we had consulting expense of $57,586 compared to $— for the three months ended December 31, 2023, an increase of $57,586. The increase is due to fees paid to new members of Orocidin’s advisory board and the issuance of restricted stock units to a third party as compensation for consulting services rendered during the nine months ended December 31, 2024 that did not occur during the nine months ended December 31, 2023.
For the three months ended December 31, 2024, we had general and administrative expenses (“G&A”) of $115,050 compared to $1,104 for the three months ended December 31, 2023, an increase of $113,946. The increase in G&A expense is attributable to increased travel expenses as well as increased SEC and other regulatory filing fees related to the acquisitions of Orocidin and Bio-Convert. In addition, there was an increase in costs related to directors and officers insurance resulting from the expansion of the business.
For the three months ended December 31, 2024, we had research and development expense of $417,808 compared to $— for the three months ended December 31, 2023, an increase of $417,808. The increase is due to research and development costs incurred by Orocidin and Bio-Convert subsequent to the acquisition of each entity during the nine months ended December 31, 2024 that did not occur during the nine months ended December 31, 2023.
Other (Expense) Income
For the three months ended December 31, 2024, we had no other expense or income in this period and the prior period. Interest expense is insignificant for both periods.
For the three months ended December 31, 2024, the Company recorded a loss of $280,000 on the change in fair value of its liability classified warrants issued to a related party. The Company did not record a gain or loss related to the fair value of warrants for three months ended December 31, 2023 as the warrants issued to a related party were equity classified during that period.
Nine Months Ended December 31, 2024 Compared to the Nine Months Ended December 31, 2023
Operating Expenses
During the nine months ended December 31, 2024, we had officer compensation expense of $617,200 compared to $87,751 for the nine months ended December 31, 2023, an increase of $529,449 or 603%. This increase was primarily due to an increase in salaries for and an issuance of stock options to the Company’s chief executive officer and chief financial officer as well as increased compensation for and an issuance of stock options to the members of the Company’s Board of the Directors. See Note 5 to our accompanying unaudited consolidated financial statements for more information on these transaction.
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For the nine months ended December 31, 2024, we had professional fees of $230,922 compared to $120,521 for the nine months ended December 31, 2023, an increase of $110,401 or 92%. The increase is largely due to increased legal and accounting expenses related to the business combinations with Orocidin and Bio-Convert.
For the nine months ended December 31, 2024, we had consulting expense of $207,586 compared to $— for the nine months ended December 31, 2023, an increase of $207,586. The increase is due to fees paid to new members of Orocidin’s advisory board as well as the issuance of Common Stock and restricted stock units to third parties as compensation for consulting services rendered during the nine months ended December 31, 2024 that did not occur during the nine months ended December 31, 2023.
For the nine months ended December 31, 2024, we had general and administrative expenses (“G&A”) of $219,149 compared to $15,188 for the nine months ended December 31, 2023, an increase of $203,961 or 1343%. The increase in G&A expense is attributable to increased travel expenses as well as increased SEC and other regulatory filing fees related to the acquisitions of Orocidin and Bio-Convert. In addition, there was an increase in costs related to directors and officers insurance resulting from the expansion of the business.
For the nine months ended December 31, 2024, we had research and development expense of $761,017 compared to $— for the nine months ended December 31, 2023, an increase of $761,017 or 100%. The increase is due to research and development costs incurred by Orocidin and Bio-Convert subsequent to the acquisition of each entity during the nine months ended December 31, 2024 that did not occur during the nine months ended December 31, 2023.
Other (Expense) Income
For the nine months ended December 31, 2024, we had no other expense or income compared to total other expense of $9,384 for the nine months ended December 31, 2023, which was not recurring. Interest expense is insignificant for both periods.
For the nine months ended December 31, 2024, the Company recorded a loss of $280,000 on the change in fair value of its liability classified warrants issued to a related party. The Company did not record a gain or loss related to the fair value of warrants for nine months ended December 31, 2023 as the warrants issued to a related party were equity classified during that period.
Liquidity and Capital Resources
During the nine months ended December 31, 2024, we used $899,517 in operating activities compared to $151,004 used in operating activities during the nine months ended December 31, 2024. This increase is primarily due to the significant increase in operating expenses incurred, as detailed in the preceding section.
During the nine months ended December 31, 2024, we had $156,174 provided by investing activities compared to no cash used in or provided by investing activities during the nine months ended December 31, 2023. This cash provided by investing activities during the nine months ended December 31, 2024 resulted from the business combinations with Orocidin and Bio-Convert.
During the nine months ended December 31, 2024, we received $766,450 from financing activities from the exercise of warrants and proceeds from issuance of common stock in a capital raise. During the nine months ended December 31, 2023, we received $180,000 from financing activities from the exercise of warrants and $11,635 from a related party.
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Critical Accounting Estimates
Our management’s discussion and analysis of our financial condition and results of our operations is based on our unaudited consolidated financial statements and accompanying notes, which have been prepared in accordance with accounting principles generally accepted in the United States. Certain amounts included in or affecting the unaudited consolidated financial statements presented in this Form 10-Q and related disclosure must be estimated, requiring management to make assumptions with respect to values or conditions which cannot be known with certainty at the time the unaudited 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
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 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
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. |
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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 consolidated financial statements from the acquisition date.
Goodwill
The Company assesses goodwill for impairment on an annual basis or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired. The Company regularly monitors current business conditions and other factors including, but not limited to, adverse industry or economic trends and lower projections of profitability that may impact future operating results. The process of evaluating the potential impairment of goodwill requires significant judgment. In performing the Company’s annual goodwill impairment test, the Company is permitted to first assess qualitative factors to determine whether it is more likely than not that the fair value of any of the Company’s reporting units is less than its carrying amount, including goodwill. In performing the qualitative assessment, the Company considers certain events and circumstances specific to the reporting unit and the entity as a whole, such as macroeconomic conditions, industry and market considerations, overall financial performance and cost factors when evaluating whether it is more likely than not that the fair value of any of the reporting units is less than its carrying amount. The Company is also permitted to bypass the qualitative assessment and proceed directly to the quantitative test. If the Company chooses to undertake the qualitative assessment and concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company would then proceed to the quantitative impairment test. In the quantitative assessment, the Company compares the fair value of the reporting unit to its carrying amount, which includes goodwill. If the fair value exceeds the carrying value, no impairment loss exists. If the fair value is less than the carrying amount, a goodwill impairment loss is measured and recorded.
The Company assesses goodwill for impairment on an annual basis as of March 31 or more frequently when events and circumstances occur indicating that recorded goodwill may be impaired. The Company did not record an impairment charge during the three and nine months ended December 31, 2024.
Off-Balance Sheet Arrangements
As of December 31, 2024, 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
Not applicable.
Item 4. Controls and Procedures
Our chief executive and financial officer evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2024 using the Internal Control – Integrated Framework (2013) developed by the Committee of Sponsoring Organizations of the Treadway Commission. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions to be made regarding required disclosure. It should be noted that any system of controls and procedures, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met and that management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on this evaluation, our chief executive and financial officer concluded that our disclosure controls and procedures as of December 31, 2024 were not effective at the reasonable assurance level due to limited resources in the finance and accounting functions. We intend to take appropriate and reasonable steps to make improvements to remediate these deficiencies.
Changes in Internal Control Over Financial Reporting
There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) under the Exchange Act) during the fiscal period to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We are not the subject of any pending legal proceedings; and to the knowledge of management, no proceedings are presently contemplated against us by any federal, state or local governmental agency. Further, to the knowledge of management, no director or executive officer is party to any action in which any has an interest adverse to us.
Item 1A. Risk Factors
Not applicable.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None.
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Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
Item 6. Exhibits
| Exhibit No. | Description | |
| 31.1 | Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2 | Certification of the Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1 | Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS | Inline XBRL Instance Document. | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | Inline XBRL Taxomony Extension Calculation Linkbase Document. | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: April 2, 2025 | Nordicus Partners Corporation |
| By | /s/ Henrik Rouf | |
| Henrik Rouf | ||
| Chief Executive Officer and Principal Executive | ||
| By | /s/ Bennett J. Yankowitz | |
| Bennett J. Yankowitz | ||
Director, Chief Financial Officer
| ||
| Principal Financial and Accounting Officer | ||
| By | /s/ Peter Severin | |
| Peter Severin | ||
| Chairman | ||
| By | /s/ Henrik Keller | |
| Henrik Keller | ||
| Director |
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