Form 8-K Nordicus Partners Corp For: Sep 16
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
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Securities registered pursuant to Section 12(b) of the Act:
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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).
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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 September 10, 2026, Nordicus Partners Corporation (“we” or the “Company”) issued to Keystone Capital Partners LLC (the “Lender”) a Convertible Grid Promissory Note (the “Note”) in the principal amount of $600,000. In exchange, the investor paid us $500,000 in cash. The Note bears interest at a rate of 5.0% per annum and matures on June 10, 2027. Principal of the Note is due and payable at maturity. As consideration for the Lender’s funding commitment under the Note, we agreed to issue to the Lender 250,000 shares (the “Commitment Shares”) of our common stock, par value $0.001 per share (“Common Stock”).
Conversion. The Lender is entitled, at its option, only upon the occurrence and during the continuation of an Event of Default (as defined in Section 13 of the Note) and only from and after June 10, 2027, to convert all or any lesser portion of the outstanding principal amount of and accrued but unpaid interest on the Note into shares of Common Stock (the “Conversion Shares”) at a conversion price equal to 90% of the volume-weighted average price (“VWAP”) of the Common Stock during the 10 (ten) trading days prior to the day that the Lender requests conversion, unless otherwise modified by mutual agreement between the parties (the “Conversion Price”). If our Common Stock is chilled for deposit at DTC, becomes chilled, or receives a Stop Sign or other trading restrictions at any point while the Note remains outstanding, we shall have ten (10) business days after written notice from the Lender to cure such condition; if uncured after such period, an additional 5% discount will be attributed to the Conversion Price and the conversion dollar amount per conversion shall be reduced by a flat fee of $750.00 charged to us to cover documented costs associated with the deposit of chilled or otherwise trade restricted stocks for each conversion.
Prepayment. We may, at any time and from time to time, prepay all or part of the amount owing under the Note with a premium of 120% to the outstanding principal balance at the time of prepayment.
Registration Rights. On or prior to November 1, 2026, the Company is required to prepare and file with the Securities and Exchange Commission a registration statement covering the resale of all of the shares issuable upon conversion of the Note (the “Registrable Securities”) for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, in which case such registration shall be on such other form available to register for resale of the Registrable Securities as a secondary offering). In the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC guidance. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or SEC guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).
If, at any time while any Conversion Shares remain outstanding, the Company proposes to file a registration statement under the Securities Act with respect to an offering of Common Stock (other than a registration statement on Form S-4 or Form S-8, or any successor or similar forms, or a registration statement filed solely in connection with an employee benefit plan, dividend reinvestment plan or business combination), whether for its own account or for the account of any other holder of its securities, the Company shall (i) give the Lender written notice of such proposed filing not less than ten (10) days before the anticipated filing date, and (ii) include in such registration statement all Conversion Shares that the Lender requests to be included, by written request delivered to the Company within five (5) days after the Lender’s receipt of such notice. The Company shall use its commercially reasonable efforts to cause all such Conversion Shares so requested to be included in, and registered for resale under, such registration statement, and to keep such registration statement effective until such Conversion Shares may be sold without restriction under Rule 144. If such registration involves an underwritten offering and the managing underwriter advises the Company in writing that the total number of securities requested to be included exceeds the number that can be sold without adversely affecting the offering, the number of Conversion Shares to be included may be reduced pro rata with other selling security holders exercising comparable registration rights. The Company shall bear all registration expenses incurred in connection with any such registration, other than underwriting discounts and commissions attributable to the Conversion Shares sold by the Lender.
Other. The form of Note is filed as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing summaries of the terms of these documents are subject to, and qualified in their entirety by, such documents, which are incorporated herein by reference.
The Note, the Commitment Shares and the Conversion 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.
This current report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
As described above in Item 1.01, the disclosures are incorporated by reference in this Item 2.03 in their entirety, on September 10, 2026, we issued to the Lender the Commitment Shares and the Note.
Item 3.02. Unregistered Sales of Equity Securities.
As described above in Item 1.01, the disclosures are incorporated by reference in this Item 3.02 in their entirety, on September 10, 2026, we issued to the Lender the Commitment Shares and the Note.
We claim an exemption from registration for the issuance of the Note, the Commitment Shares and the Conversion Shares pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D thereunder, since the foregoing issuances did not involve a public offering, the recipient was (i) an “accredited investor”; and/or (ii) had access to similar documentation and information as would be required in a registration statement under the Securities Act, and the recipient represented that he acquired the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The securities were offered without any general solicitation by us or our representatives. No underwriters or agents were involved in the foregoing issuances, and we paid no underwriting discounts or commissions. The securities sold are subject to transfer restrictions, and the certificates evidencing the securities contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom.
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 | Convertible Grid Promissory Note, dated as of September 10, 2026, between the Company and Keystone Capital Partners LLC. | 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: September 16, 2026 | NORDICUS PARTNERS CORPORATION | |
| By: | /s/ Henrik Rouf | |
| Henrik Rouf | ||
| Chief Executive Officer | ||
ATTACHMENTS / EXHIBITS