NORD 10-K & 10-Q changes, risk factors and insider trading
Nordicus Partners Corp · OTC · Services-Management Consulting Services · CIK 1011060 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “We do not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Annual Report, except as required by U.S. federal securities laws.”
Largest changes
We assess goodwill for impairment on an annual basis or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired. We regularly monitor current business conditions and other factors including, but not limited to, adverse industry or economic trends and lower projections of profitability that may impact future operating results. The process of evaluating the potential impairment of goodwill requires significant judgment. In performing our annual goodwill impairment test, we are permitted to first assess qualitative factors to determine whether it is more likely than not that the fair value of any of our reporting units is less than its carrying amount, including goodwill. In performing the qualitative assessment, we consider certain events and circumstances specific to the reporting unit and the entity as a whole, such as macroeconomic conditions, industry and market considerations, overall financial performance and cost factors when evaluating whether it is more likely than not that the fair value of any of the reporting units is less than its carrying amount. We are also permitted to bypass the qualitative assessment and proceed directly to the quantitative test. If we choose to undertake the qualitative assessment and conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we would then proceed to the quantitative impairment test. In the quantitative assessment, we compare the fair value of the reporting unit to its carrying amount, which includes goodwill. Fair value is estimated using an income approach based on discounted cash flow methodologies that incorporate significant assumptions including projected revenues, operating results, probability-adjusted cash flows, discount rates and other market participant assumptions. If the fair value exceeds the carrying value, no impairment loss exists. If the fair value is less than the carrying amount, a goodwill impairment loss is measured and recorded. We assess goodwill for impairment on an annual basis as of March 31 or more frequently when events and circumstances occur indicating that recorded goodwill may be impaired.see in full comparison
“We assess goodwill for impairment on an annual basis as of March 31 or more frequently when events and circumstances occur indicating that recorded goodwill may be impaired. We did not record an impairment charge during the year ended March 31, 2025.”see in full comparison
“We do not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Annual Report, except as required by U.S. federal securities laws.”see in full comparison
“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. …”see in full comparison
“The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (the “MD&A”) should be read in conjunction with our financial statements and the related notes thereto included elsewhere in this Annual Report. The MD&A contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations, and intentions. Any statements that are not statements of historical fact are forward-looking statements. …”see in full comparison
“In August 2025, our Board of Directors authorized a share repurchase program which permits us to repurchase up to an aggregate of 200,000 shares of our Common Stock from existing shareholders only, solely in privately negotiated transactions, at a purchase price per share not greater than the then-current market price as determined based on the last reported sale price of our Common Stock on our principal trading market. We are not obligated to repurchase any shares and may suspend or terminate the program at any time. …”see in full comparison
Full comparison: every changed paragraph (64)
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (the “MD&A”) should be read in conjunction with our financial statements and the related notes thereto included elsewhere in this Annual Report. The MD&A contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations, and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect,” and the like, and/or future-tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements in this Annual Report. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors including, but not limited to, those noted under “Risk Factors” in this Annual Report.
We do not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Annual Report, except as required by U.S. federal securities laws.
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.
Nordicus
Partners Corporation is a U.S. publicly listed business accelerator and holdingbiotech company dedicated to helping Nordic life sciences companies
succeedspecializing in thedeveloping Americanbreakthrough market.therapeutics Byfor combining Nordic innovationdiseases with U.S. operational expertise, Nordicus Partners Corporation creates
a distinct advantage in identifying, scaling, and exiting high-potential companies in fast-growing markets with unmet medical needs.
Current portfolio companies include the twothree promising preclinical biotechnology companies Orocidin A/S, Bio-Convert
A/S and Bio-ConvertNoviThera A/S.ApS.
Organizational History Summary
Our detailed corporate history is described in Item 1. In summary, after our pre-2021 history as a Delaware corporation under prior names, the Company underwent a change-of-control transaction with Reddington Partners LLC beginning in October 2021, completed reverse stock splits in March 2022 and November 2024, acquired NP Bioinnovation A/S in February 2023, changed its name to Nordicus Partners Corporation and ticker symbol to NORD in May 2023, acquired Orocidin A/S and Bio-Convert A/S in 2024, formed NoviThera ApS in October 2025 and expanded its board and governance committee structure in 2025.
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 NP Bioinnovation A/S (formerly Nordicus Partners A/S and Managementselskabet af 12.08.2020 A/S), a
Danish stock corporation, consummated the transactions contemplated by a certain contribution agreement (the “Contribution Agreement”)
by and among the Company, NP Bioinnovation A/S, GK Partners ApS (“GK Partners”), Henrik Rouf and Life Science Power House
ApS (“LSPH”) (GK Partners, Rouf and LSPH are collectively referred to herein as the “Sellers”, and each individually
as a “Seller”). Pursuant to the Contribution Agreement the Sellers contributed, transferred, assigned and conveyed to the
Company all right, title and interest in and to one hundred percent (100%) of the issued and outstanding capital stock of NP Bioinnovation
A/S for an aggregate of 250,000 shares of the Company’s Common Stock, par value $0.001 per share. As a result of this transaction,
NP Bioinnovation A/S became a 100% wholly owned subsidiary of the Company.
On
February 23, 2023, Tom Glaesner Larsen and Christian Hill-Madsen were appointed directors of the Company.
On
May 17, 2023, the Company changed its name to Nordicus Partners Corporation and its ticker symbol to NORD.
On
June 1, 2023, the Company acquired a 4.99% interest in Mag Mile Capital, Inc., a full-service commercial real estate mortgage banking
firm headquartered in Chicago with offices in the states of New York, Massachusetts, Connecticut, Florida, Texas and Nevada. Mag Mile
Capital is a national platform comprised of capital markets specialists with extensive experience in real estate bridge financing, mezzanine
and permanent debt placement and equity arrangements throughout the full capital stack and across all major real estate asset classes
nationwide, including hotels, multifamily, office, retail, industrial, healthcare, self-storage and special purpose properties, offering
access to structured debt and equity advisory solutions and placement for real estate investors, developers, and entrepreneurs.
On
June 9, 2023, Mr. Tom Glaesner Larsen resigned as a director of the Company and Henrik Keller was appointed as his replacement.
On
November 29, 2023, the Company’s subsidiary, Nordicus Partners A/S, changed its name to Managementselskabet af 12.08.2020 A/S.
Subsequently on March 10, 2025, Managementselskabet af 12.08.2020 A/S changed its name to NP Bioinnovation A/S.
On
May 13, 2024, the Company and certain shareholders of Orocidin A/S (the “Orocidin Sellers”), a Danish stock corporation (“Orocidin”)
entered into a Stock Purchase and Sale Agreement (the “Agreement”), under which the Orocidin Sellers sold to the Company
525,597 shares of the capital stock of Orocidin (the “Orocidin Shares”), representing 95.0% of Orocidin’s outstanding
shares of capital stock. In exchange, the Company issued 3,800,000 restricted shares of its common stock to the Orocidin Sellers. The
transaction was consummated on May 13, 2024. Orocidin A/S, is a preclinical-stage biotechnology company which is advancing the next generation
of periodontitis therapies.
On
June 3, 2024, Mr. Christian Hill-Madsen resigned as a director of the Company and Peter Severin was appointed as his replacement.
On
November 8, 2024, the Company effectuated a 1-for-10 reverse stock split of its issued and outstanding common stock, rounding up to account
for any fractional shares (the “Reverse Stock Split”). The Reverse Stock Split had no effect on the Company’s authorized
shares of common stock or preferred stock and the par value will remain unchanged at $0.001, respectively. All common stock share, option,
warrant and per share amounts (except our authorized but unissued shares) have been retroactively adjusted in these unaudited consolidated
financial statements and related disclosures.
On
November 11, 2024, the Company announced that it entered into an agreement with Bio-Convert A/S (“Bio-Convert”) to acquire
100% of the outstanding shares of Bio-Convert in exchange for 12,000,000 restricted shares of the Company’s common stock. Bio-Convert
is a Denmark-based preclinical-stage biotechnology company aiming to revolutionize the treatment of oral leukoplakia by minimizing or
removing oral leukoplakia lesions in order to further reduce the risk of such lesions resulting in the development of oral cancer in
patients.
On
November 12, 2024, the Company entered into an agreement with Orocidin 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.
Nordicus Partners Corporation (“Nordicus” or the “Company”) is a U.S. publicly listed biotech company specializing in developing breakthrough therapeutics for diseases with unmet medical needs. Nordicus focuses on acquiring and developing drugs from innovative biotech companies in the Nordics, a region known for its scientists, life sciences ecosystem and drug discoveries and developments. Nordicus is dedicated to developing breakthrough therapeutics in diseases with unmet medical needs – starting with oral disorders. Its scientific foundation targets inflammation and immune modulation. In 2024, Nordicus acquired 100% of Orocidin A/S, a Danish preclinical-stage biotech company developing next-generation therapies for periodontitis and 100% of Bio-Convert A/S, a Danish preclinical-stage biotech company dedicated to developing treatments for oral leukoplakia.
Since
the current leadership assumed control of Nordicus Partners Corporation (“Nordicus” or the “Company”), the Company
has evolved into a leading U.S. publicly listed business accelerator and holding company dedicated to helping Nordic life sciences companies
succeed in the American market. By combining Nordic innovation with U.S. operational expertise, Nordicus Partners Corporation creates
a distinct advantage in identifying, scaling, and exiting high-potential companies in fast-growing markets with unmet medical needs.
Nordicus’
mission is to back high-growth ventures and transformative innovations in the life sciences sector. By providing capital, strategic guidance,
and operational resources, we unlock each company’s potential to generate significant value and drive robust financial returns.
Our hands-on approach—engaging, empowering, and capitalizing our portfolio companies—actively propels their success.
Our
approach blends strategic counsel, operational know-how, and the cultivation of meaningful partnerships. This integrated support strengthens
our companies’ market positions and helps them achieve their growth ambitions. Drawing on the combined expertise of our skilled
Nordic and U.S. teams, we deliver a unique perspective that advances each portfolio company toward its full potential.
Nordicus’
portfolio diversification strategy positions usit as a stable and resilient company, mitigating risk with significant upside potential.
Nordicus’
current life sciences portfolio consists of two promising preclinical biotechnology companies incompanies, Orocidin A/S and Bio-Convert A/SS, led
by the accomplished pharmacologist, Allan Wehnert, who serves as CEO of both companies. In October 2025, the Company formed a third subsidiary,
NoviThera, also led by Alan Wehnert.
The
companies’ innovative breakthroughs are further strengthened by their oral formulationsformulations, ensuringwhich ensure prolonged adhesion for 12-24
hours hours
and controlled release of the active ingredient, enhancing drug efficacy and patients’patient outcomes – a major advancement over
normal gels and creams.
NoviThera is developing a drug for the treatment of psoriasis, an immune-mediated inflammatory disease that causes keratinocyte hyperproliferation and inflammation.
Orocidin
A/S latest development
Orocidin
A/S has successfully completed a 14-day toxicology study in hamsters and atwo testtests of effectiveness in a Beagle Dog Study,Study respectively.and a Wistar
Rat Study.
In
the 14-days14-day toxicology study, all animals exhibited high tolerance to the drug, with no adverse reactions andor irritation at the buccal
application site. No significant side effects were observed and more importantly, the necroscopicnecropsy cross examinationcross-examination showed no changes in
in tissues. The successful completion of this study marks an important milestone for Orocidin A/S, providing the foundation for the upcoming
pivotal 8-week toxicity study.
The
Beagle Dog Study is the first study that shows Orocidin A/SS’s drug, QR-01, having a direct effect on periodontitisbeagle dogs diagnosed beaglewith
periodontitis. dogs.
The 13-day small efficacy study was conducted on beagle dogs with clinically confirmed periodontitis. The dogs demonstrated
consistent consistent
improvements across key clinical endpoints, including the Gingival Index, the Plaque Index and overall periodontal Disease.disease.
Moreover,
QR-01 was well tolerated, with no adverse side effects reported throughout the treatment period. This represents a significant milestone
for Orocidin’s lead product, QR-01, and strengthens Nordicus’ and Orocidin’s confidence as Orocidin prepareprepares for the
upcoming human pilot efficacy study.
In the second efficacy study, rats with induced periodontitis treated with QR-01 demonstrated improvements in Probing Depth (PD-mm), Gingival Index (GI), Bleeding on Probing (BOP) and Plaque Levels (PL). More importantly, lower bone loss was demonstrated in treated rats compared to non-treated rats measured by micro-CT scanning. Until now, this has not been demonstrated.
In summary, Orocidin has now demonstrated efficacy in treating periodontitis in two different animals using two methods. The first Phase IIa clinical trial in patients is now anticipated to start in the first half of 2027 at the University of Copenhagen in Denmark.
Bio-Convert
Bio-Convert’s QR-02 compound targets oral leukoplakia (OLK), which consists of potentially pre-cancerous lesions in the mouth, with up to a 30% conversion rate to oral cancer. No approved medical treatment exists for OLK, with surgery the only true alternative.
The company’s proprietary oral gel QR-02 has several unique advantages, including antitumor and antiviral effects, reducing the risk of dysplasia and enabling more precise and efficient treatment, compared to methods used today.
Bio-Convert obtained a toxicity waiver from the Danish Medicine Agency (DKMA) for QR-02 and is currently finalizing its GMP (Good Manufacturing Practice) product, expected to be completed by December 2026 in Germany. Bio-Convert anticipates moving into Phase IIa clinical trials in Europe beginning in the first half of 2027.
NoviThera
NoviThera’s QR-04 compound has the goal to develop a novel anti-monoclonal antibody treatment designed to cure psoriasis or prevent its occurrence. Currently, no permanent cure for psoriasis exists, leading to a significant unmet medical need for patients and huge market potential.
NoviThera recently completed a study in mice, and with such study demonstrated biological proof of concept.
Bio-Convert
A/S latest development
Bio-Convert
has received positive and constructive scientific advice from the Danish Medicines Agency (DKMA) regarding QR-02 as a treatment for oral
leukoplakia. DKMA’s feedback paves the way toward a First in Human trial, with a high likelihood of animal studies rendered dispensable
for the proposed formulation and route of application.
During
the year ended March 31, 2025,2026, we had no revenue relating to consulting income of $5,000 compared to $2,500$5,000 for the year ended March 31, 2025,
2024,a an increasedecrease of $2,500$5,000 or 100%.
During
the year ended March 31, 2025,2026, we had officer compensation expense of $662,554$615,284 compared to $118,477$662,554 for the year ended March 31, 2024,2025,
ana increasedecrease of $544,077$47,270 or 459%.7%. This increasedecrease was primarily due to stock-based compensation for board members in November 2024, partially
offset by an increase in salaries for andthe an issuance of stock options to the
Company’s chief executive officer and chief financial officer asin wellJuly as increased compensation for and an issuance of stock options
to the members of the Company’s Board of the Directors.2025. See Note
5 to our accompanying consolidated financial statements for more
information on these transaction.transactions.
For
the year ended March 31, 2025,2026, we had professional fees of $351,773$940,727 compared to $137,280$351,773 for the year ended March 31, 2024,2025, an increase
of $214,493$588,954 or 156%.167%. The increase iswas largelyprimarily due to increased legal and accounting expenses related to the acquisition of NoviThera
during the year ended March 31, 2026 and accounting and legal expenses for prior acquisitions of OrocidinOrodicin and
Bio-Convert. Bio Convert.
For
the year ended March 31, 2025,2026, we had consulting expense of $248,878$317,960 compared to zero$248,878 expense for the year ended March 31, 2024, 2025,
an increase
of $248,878.$69,082 or 28%. 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 a third partiesparty as compensation for
consulting services rendered during the year ended March 31, 20252026 that
didrelated notto occurour duringNasdaq theuplist year ended March 31, 2024.application.
For
the year ended March 31, 2025,2026, we had general and administrative expenses (“G&A”) of $331,724$890,055 compared to $54,331$331,724 for
the year ended March 31, 2024,2025, an increase of $277,393$558,331 or 511%.168%. The increase in G&A expense is attributable to increased travelstaff expensessalaries
asalong well as increased SEC and other regulatory filing fees related towith the acquisitionsaddition of Orocidinadditional administrative assistance, a media advisor, 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 year ended March 31, 2025,2026, we had research and development expense of $1,329,436$1,606,972 compared to zero$1,329,436 for the year ended March
31, 2024,
2025, an increase of $1,329,436.$277,536 or 21%. The increase iswas dueprimarily to research and development costs incurreddriven by Orocidinincreased and Bio-Convert subsequent to the
acquisitionoperations of eachNoviThera, entitywhich was formed during the year ended March
31, 20252026, thatand didby notincreased occuractivities duringof theNP Bioinnovation A/S. Both subsidiaries contributed a full year endedof Marchoperations 31,following 2024.their
respective acquisitions, with activities focused on advancing Orodicin and Bio Convert.
For the year ended March 31, 2026, we recorded $324,194 of other income compared to $2,085 for the year ended March 31, 2025 due to changes in fair value of investments.
Other Comprehensive Income (Loss)
For the year ended March 31, 2026, we recorded a gain of $3,699,514 on foreign currency translation adjustments compared to a gain of $618,233 for the year ended March 31, 2025. The increase is primarily driven by the strengthening of the Danish Krone against the U.S. Dollar by approximately 6.15% from March 31, 2025 to March 31, 2026, which increased the U.S. Dollar value of our DKK-denominated net assets upon translation.
For
the year ended March 31, 2025, we had $2,085 of other income compared to other income of $9,386 for the year ended March 31, 2024.
For
the year ended March 31, 2025, we recorded a loss of $172,715 on the change in fair value of its liability classified warrants issued
to a related party and a gain of $175,000 on the change in fair value of investments. The Company did not record a gain or loss related
to the fair value of warrants for year ended March 31, 2024 as there were no liability classified warrants issued during the year ended
March 31, 2024.
In August 2025, our Board of Directors authorized a share repurchase program which permits us to repurchase up to an aggregate of 200,000 shares of our Common Stock from existing shareholders only, solely in privately negotiated transactions, at a purchase price per share not greater than the then-current market price as determined based on the last reported sale price of our Common Stock on our principal trading market. We are not obligated to repurchase any shares and may suspend or terminate the program at any time. Repurchased shares may be held as treasury stock or retired, as determined by management. The repurchase program will remain in effect until the earliest of (i) the repurchase of 200,000 shares, (ii) 12 months from the date the program was authorized, or (iii) revocation by further Board action. On October 1, 2025, the Company repurchased 57,642 shares of Common Stock from an existing shareholder for $1.36 per share. The repurchase was made pursuant to the share repurchase program authorized by the Company’s Board of Directors. Following the transaction, 646,979 shares remain authorized for repurchase.
In September 2025, we applied to uplist its common stock to the Nasdaq Capital Market (“Nasdaq”). Pending the requisite approvals, the Company will endeavor to raise capital through the sale of its common stock on terms available to entities listed on the Nasdaq.
During
the year ended March 31, 2025,2026, we used $1,284,615cash of $4,324,775 in operating activities compared to $258,928$1,284,615 used in operating activities
during the
year ended March 31, 2024.2025. This increase is primarily due to the significant increase in operatingnet expensesloss incurred,of $1,129,524, as detailed in
the preceding
section, partiallyand offsetdecreases byin changes in assets and liabilities of $1,365,407, and net noncash operating activity of $669,493 and increases in accounts payable and accrued expenses
of $1,032,045.$545,229.
During
the year ended March 31, 2025,2026, we had net cash used in investing activities of $10,158 compared to $147,812 provided by investing activities compared to no cash used in or provided by investing
activities during the year ended March 31, 2024.2025. ThisThe cashdecrease providedwas byprimarily investingattributable activitiesto duringno the year ended March 31, 2025 resulted
from cash acquiredacquisitions in the acquisitionscurrent ofyear Orocidinin andwhich Bio-Convert.the Company
obtained cash.
During
the year ended March 31, 2026, we received $4,335,448 from financing activities primarily related to issuance of common stock. During
the year ended March 31, 2025, we received $1,079,927 from financing activities primarily related to cash receivedproceeds from the exercise
of warrants and proceeds from Orocidin’s issuance of common
stock in a capital raise. During the year ended March 31, 2024, we
received $306,000 from financing activities fromand the exercise of warrants.
What changed in the latest 10-Q
Risk Factors
Not available: the section could not be located automatically in one of the filings (non-standard layout or incorporated by reference). See the original filing. Open the filing on SEC.gov.
Management's Discussion & Analysis (MD&A)
New heading “Cautionary Note Regarding Forward-Looking Statements”
Removed heading “Nine Months Ended December 31, 2025 Compared to the Nine Months Ended December 31, 2024”
Largest changes
“The Company’s condensed consolidated financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has recognized nominal revenue and has incurred losses since inception resulting in an accumulated deficit of $53,062,836 and held cash of $5,784 as of June 30, 2026. …”see in full comparison
“The ability to continue as a going concern is dependent upon the Company’s recent acquisitions, its generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and through private placements of Common Stock. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of these uncertainties.”see in full comparison
We assess goodwill for impairment on an annual basis as of March 31 or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired. We regularly monitor current business conditions and other factors including, but not limited to, adverse industry or economic trends and lower projections of profitability that may impact future operating results. The process of evaluating the potential impairment of goodwill requires significant judgment. In performing our annual goodwill impairment test, we are permitted to first assess qualitative factors to determine whether it is more likely than not that the fair value of any of our reporting units is less than its carrying amount, including goodwill. In performing the qualitative assessment, we consider certain events and circumstances specific to the reporting unit and the entity as a whole, such as macroeconomic conditions, industry and market considerations, overall financial performance and cost factors when evaluating whether it is more likely than not that the fair value of any of the reporting units is less than its carrying amount. We are also permitted to bypass the qualitative assessment and proceed directly to the quantitative test.see in full comparisontest.If we choose to undertake the qualitative assessment and conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we would then proceed to the quantitative impairment test. In the quantitative assessment, we compare the fair value of the reporting unit to its carrying amount, which includes goodwill. If the fair value exceeds the carrying value, no impairment loss exists. If the fair value is less than the carrying amount, a goodwill impairment loss is measured and recorded.We assess goodwill for impairment on an annual basis as of March 31 or more frequently when events and circumstances occur indicating that recorded goodwill may be impaired.
“Nine Months Ended December 31, 2025 Compared to the Nine Months Ended December 31, 2024”see in full comparison
Three Months Endedsee in full comparisonDecemberJune31,30,20252026 Compared to the Three Months EndedDecemberJune31,30,20242025
Full comparison: every changed paragraph (64)
Cautionary Note Regarding Forward-Looking Statements
Nordicus
Partners Corporation is a U.S. publicly listed business accelerator and holdingbiotech company dedicated to helping Nordic life sciences companies
succeedspecializing in thedeveloping Americanbreakthrough market.therapeutics Byfor combining Nordic innovationdiseases with U.S. operational expertise, Nordicus Partners Corporation creates
a distinct advantage in identifying, scaling, and exiting high-potential companies in fast-growing markets with unmet medical needs.
Current portfolio companies include the three promising preclinical biotechnology companies Orocidin A/S, Bio-Convert
A/S and NoviThera
Aps. ApS.
On July 7, 2026, Andrew J. Ritter resigned from the Board of Directors of the Company, effective immediately. He also resigned from the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee of the Board. Mr. Ritter’s resignation was not the result of any disagreement with the Company on any matter relating to its operations, policies or practices. Effective September 1, 2026, the Board appointed Elizabeth Addonizio to the Board and to the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee of the Board to fill the vacancy left by the resignation of Andrew Ritter. On September 1, 2026, the Company executed a Directors Agreement with Ms. Addonizio. Under the Director’s Agreement, Ms. Addonizio will receive (1) an annual cash retainer of $10,000, payable in two installments per calendar year, in accordance with the Company’s standard compensation plan for Board members and (2) options to purchase 25,000 shares of the Company’s common stock at $4.09 per share. All such options will be fully vested on the date of grant and be issued as Incentive Stock Options under and be subject to the terms and conditions of the Company’s 2024 Stock Incentive Plan.
Nordicus Partners Corporation (“Nordicus” or the “Company”) is a U.S. publicly listed biotech company specializing in developing breakthrough therapeutics for diseases with unmet medical needs. Nordicus focuses on acquiring and developing drugs from innovative biotech companies in the Nordics, a region known for its scientists, life sciences ecosystem and drug discoveries and developments. Nordicus is dedicated to developing breakthrough therapeutics in diseases with unmet medical needs – starting with oral disorders. Its scientific foundation targets inflammation and immune modulation. In 2024, Nordicus acquired 100% of Orocidin A/S, a Danish preclinical-stage biotech company developing next-generation therapies for periodontitis and 100% of Bio-Convert A/S, a Danish preclinical-stage biotech company dedicated to developing treatments for oral leukoplakia.
Since
the current leadership assumed control of Nordicus Partners Corporation (“Nordicus” or the “Company”), the Company
has evolved into a leading U.S. publicly listed business accelerator and holding company dedicated to helping Nordic life sciences companies
succeed in the American market. By combining Nordic innovation with U.S. operational expertise, Nordicus Partners Corporation creates
a distinct advantage in identifying, scaling, and exiting high-potential companies in fast-growing markets with unmet medical needs.
Nordicus’
mission is to back high-growth ventures and transformative innovations in the life sciences sector. By providing capital, strategic guidance,
and operational resources, we unlock each company’s potential to generate significant value and drive robust financial returns.
Our hands-on approach—engaging, empowering, and capitalizing our portfolio companies—actively propels their success.
Our
approach blends strategic counsel, operational know-how, and the cultivation of meaningful partnerships. This integrated support strengthens
our companies’ market positions and helps them achieve their growth ambitions. Drawing on the combined expertise of our skilled
Nordic and U.S. teams, we deliver a unique perspective that advances each portfolio company toward its full potential.
Nordicus’
portfolio diversification strategy positions usit as a stable and resilient company, mitigating risk with significant upside potential.
Once
the milestones – set by Nordicus – are met, Nordicus will typically offer to acquire the companies outright. The first three
acquisitions will be all-stock transactions, with the first two acquisitions (Orocidin A/S and Bio-Convert A/S) having already been completed,
fitting Nordicus’ criteria of inclusion. A third partially-owned subsidiary was formed in October 2025, with capital contributions
from Nordicus and the contribution of intellectual property by Alteral Therapeutics ApS, a related party of Nordicus.
Nordicus’
current life sciences portfolio consists of threetwo promising preclinical biotechnology companiescompanies, inOrocidin Orocidin, Bio-Convert,A/S and NoviThera,
allBio-Convert of which areA/S, led
by the accomplished pharmacologist, Allan Wehnert, who serves as CEO of all threeboth companies. OrocidinIn andOctober Bio-Convert
were acquired during2025, the fiscal year ended March 31, 2025, and NoviThera wasCompany formed ina Octoberthird 2025.subsidiary,
NoviThera, also led by Allan Wehnert.
Orocidin
A/S is developing a proprietary first-of-its-kind medical treatment for aggressive periodontitis.periodontitis, with Bio-Convert isA/S focused on a treatment
against against
oral leukoplakia (OLK) – an oral potentially malignant disorder – by developing a novel proprietary mucoadhesive
oral topical
formulation designed to treat and reduce dysplasia levels, potentially offering a curative solution for oral leukoplakia.
The
companies’ innovative breakthroughs are further strengthened by their oral formulationsformulations, ensuringwhich ensure prolonged adhesion for 12-24
hours hours
and controlled release of the active ingredient, enhancing drug efficacy and patients’patient outcomes – a major advancement over
normal gels and creams.
NoviThera is developing a drug for the treatment of psoriasis, an immune-mediated inflammatory disease that causes keratinocyte hyperproliferation and inflammation.
NoviThera
was formed with the objective to research and develop a novel and unique Monoclonal antibody for the treatment of psoriasis.
Orocidin
A/S latest development
Orocidin
A/S has successfully completed a 14-day toxicology study in hamsters and atwo testtests of effectiveness in a Beagle Dog Study,Study respectively.and a Wistar
Rat Study.
In
the 14-days14-day toxicology study, all animals exhibited high tolerance to the drug, with no adverse reactions andor irritation at the buccal
application site. No significant side effects were observed and more importantly, the necroscopicnecropsy cross examinationcross-examination showed no changes in
in tissues. The successful completion of this study marks an important milestone for Orocidin,Orocidin A/S, providing the foundation for the upcoming
pivotal 8-week toxicity study.
The
Beagle Dog Study is the first study that shows Orocidin A/S’s drug, QR-01, having a direct effect on periodontitisbeagle dogs diagnosed beagle dogs.with
periodontitis. The
13-day small efficacy study was conducted on beagle dogs with clinically confirmed periodontitis. The dogs demonstrated
consistent improvements
across key clinical endpoints, including the Gingival Index, the Plaque Index and overall periodontal Disease.disease.
Moreover,
QR-01 was well tolerated, with no adverse side effects reported throughout the treatment period. This represents a significant milestone
for Orocidin’s lead product, QR-01, and strengthens Nordicus’ and Orocidin’s confidence as Orocidin prepareprepares for the
upcoming human pilot efficacy study.
In the second efficacy study, rats with induced periodontitis treated with QR-01 demonstrated improvements in Probing Depth (PD-mm), Gingival Index (GI), Bleeding on Probing (BOP) and Plaque Levels (PL). More importantly, lower bone loss was demonstrated in treated rats compared to non-treated rats measured by micro-CT scanning. Until now, this has not been demonstrated.
In summary, Orocidin has now demonstrated efficacy in treating periodontitis in two different animals using two methods. The first Phase IIa clinical trial in patients is now anticipated to start in the first half of 2027 at the University of Copenhagen in Denmark.
Bio-Convert
Bio-Convert’s QR-02 compound targets oral leukoplakia (OLK), which consists of potentially pre-cancerous lesions in the mouth, with up to a 30% conversion rate to oral cancer. No approved medical treatment exists for OLK, with surgery the only true alternative.
The company’s proprietary oral gel QR-02 has several unique advantages, including antitumor and antiviral effects, reducing the risk of dysplasia and enabling more precise and efficient treatment, compared to methods used today.
Bio-Convert obtained a toxicity waiver from the Danish Medicine Agency (DKMA) for QR-02 and is currently finalizing its GMP (Good Manufacturing Practice) product, expected to be completed by December 2026 in Germany. Bio-Convert anticipates moving into Phase IIa clinical trials in Europe beginning in the first half of 2027.
NoviThera
NoviThera’s QR-04 compound has the goal to develop a novel anti-monoclonal antibody treatment designed to cure psoriasis or prevent its occurrence. Currently, no permanent cure for psoriasis exists, leading to a significant unmet medical need for patients and huge market potential.
NoviThera recently completed a study in mice, and with such study demonstrated biological proof of concept.
Bio-Convert
A/S latest development
Bio-Convert
has received positive and constructive scientific advice from the Danish Medicines Agency (DKMA) regarding QR-02 as a treatment for oral
leukoplakia. DKMA’s feedback paves the way toward a First in Human trial, with a high likelihood of animal studies rendered dispensable
for the proposed formulation and route of application.
NoviThera
ApS latest development
Formed
in October 2025 with intellectual property invented by Alteral Therapeutics, NoviThera is developing a novel anti Monoclonal antibody
treatment to cure or prevent the occurrence of psoriasis, an immune-medicated inflammatory disease that causes keratinocyte hyperproliferation
and inflammation. The key focus is to develop a human rat model that selectively will express the endogenous pathological peptides and
to test this in other relevant animal disease models.
Three
Months Ended DecemberJune 31,30, 20252026 Compared to the Three Months Ended DecemberJune 31,30, 20242025
Revenue
During the three months ended June 30, 2026, we had no revenue, consistent with the three months ended June 30, 2025.
During
the three months ended DecemberJune 31,30, 2025,2026, we had officer compensation expense of $128,022$115,354 compared to $518,654$65,354 for the three months ended
DecemberJune 31,30, 2024,2025, aan decreaseincrease of $390,632$50,000 or 75%.77 %. This decreaseincrease was primarily due to stock-based compensation for board members in November
2024, partially offset by an increase in
salaries for the Company’s chief executive officer and chief financial officer in July
2025.officers. See Note 5 and 9 to our accompanying unaudited condensed consolidated financial
statements for more information on these transactions.expenses.
ForDuring
the three months ended DecemberJune 31,30, 2025,2026, we had professional fees of $242,603$222,587 compared to $158,712$277,771 for the three months ended DecemberJune 30, 2025,
31,a 2024, an increasedecrease of $83,891$55,184 or 53%.20%. The decrease was primarily due to advisoryno serviceslonger supportinghaving planned business developmentlegal and communicationaccounting effortsexpenses thatrelated beganto inthe Octoberprior 2025.acquisitions
of Orocidin and Bio Convert.
For
the three months ended December 31, 2025, we had consulting expense of $10,000 compared to $57,586 expense for the three months ended
December 31, 2024, a decrease of $47,586 or 83%. The decrease is due to fees paid to new members of Orocidin’s advisory board and
the issuance of restricted stock units to a third party as compensation for consulting services rendered during the three months ended
December 31, 2024 that did not occur during the three months ended December 31, 2025.
ForDuring
the three months ended DecemberJune 31,30, 2025,2026, we had general and administrative expenses (“G&A”) of $296,088$43,798 compared to $65,112
$115,050 for the three months ended DecemberJune 31,30, 2024,2025, ana increasedecrease of $181,038$21,314 or 157%.33%. The increasedecrease in G&A expense iswas attributable
primarily due to increasedno travellonger
having financial advisory expenses as well as increased investor relation expenses. In addition, there was an increase in costs related to
directors the prior acquisitions of Orocidin and officersBio insurance resulting from the expansion of the business.Convert.
ForDuring
the three months ended DecemberJune 31,30, 2025,2026, we had research and development expense of $445,459$437,885 compared to $417,808$423,649 for the three months ended
endedJune December30, 31, 2024,2025, an increase of $27,651$14,236 or 7%.3 %. The increase is due to havingincreased aoperations fullfor quarterNoviThera that was formed during the year
ended March 31, 2026 and increase in operations of operationsNP byBioinnovation Bio-Convert compared
to a month and a half of operations the prior year.A/S.
ForDuring
the three months ended DecemberJune 31,30, 2025,2026, we recorded $125,352$1,488,942 of other expense compared to $280,001$375,000 for the three months ended June 30,
December2025. 31,The 2024increase is due to changes in fair value of investments for the threeMag monthsMile endedCapital, DecemberInc. 31,investment 2024.based on its underlying observable stock
price.
ForDuring
the three months ended DecemberJune 31,30, 2025,2026, we recorded a loss of $80,088$540,292 on foreign currency translation adjustments compared to a lossgain of
of $61,580$5,192,630 for the three months ended DecemberJune 31,30, 2024.2025. The increasedecrease is primarily driven by athe fluctuationsweakening inof foreignthe exchangeDanish rates.Krone against the
U.S. Dollar between June 30, 2025 and June 30, 2026, which decreased the U.S. Dollar value of our DKK-denominated net assets upon translation.
Nine
Months Ended December 31, 2025 Compared to the Nine Months Ended December 31, 2024
Operating
Expenses
During
the nine months ended December 31, 2025, we had officer compensation expense of $478,774 compared to $617,200 for the nine months ended
December 31, 2024, a decrease of $138,426 or 22%. This decrease was primarily due to stock-based compensation for board members in November
2024, partially offset by an increase in salaries for the Company’s chief executive officer and chief financial officer in July
2025. See Note 5 to our accompanying unaudited condensed consolidated financial statements for more information on these transactions.
For
the nine months ended December 31, 2025, we had professional fees of $639,566 compared to $230,922 for the nine months ended December
31, 2024, an increase of $408,644 or 177%. The increase is largely due to increased legal and accounting expenses related to and following
the acquisitions of Orocidin and Bio-Convert.
For
the nine months ended December 31, 2025, we had $13,160 of consulting expense compared to $207,586 for the nine months ended December
31, 2024, a decrease of $194,426 or 94%. The decrease is due to issuance of Common Stock to third parties as compensation for consulting
services rendered during the nine months ended December 31, 2024 that did not occur during the nine months ended December 31, 2025.
For
the nine months ended December 31, 2025, we had G&A expense of $710,227 compared to $219,149 for the nine months ended December 31,
2024, an increase of $491,078 or 224%. The increase in G&A expense is attributable to increased travel expenses as well as increased
investor relation expenses. In addition, there was an increase in costs related to directors and officers insurance resulting from the
expansion of the business.
For
the nine months ended December 31, 2025, we had research and development expense of $1,323,809 compared to $761,017 for the nine months
ended December 31, 2024, an increase of $562,792 or 74%. The increase is primarily due to research and development costs incurred by
Bio-Convert which was not acquired until November 2024.
Other
(Expense) Income
For
the nine months ended December 31, 2025, we recorded a loss of $800,348 of other expense compared to $280,002 for the nine months ended
December 31, 2024 due to changes in fair value of investments for the nine months ended December 31, 2024.
Other
Comprehensive Income (Loss)
For
the nine months ended December 31, 2025, we recorded a gain of $4,883,567 on foreign currency translation adjustments compared to a loss
of $45,039 for the nine months ended December 31, 2024. The increase is primarily driven by a higher volume of intangible assets denominated
in Danish Krone and fluctuations in foreign exchange rates.
During
the ninethree months ended DecemberJune 31,30, 2025,2026, we used cash of $3,649,699$159,844 in operating activities compared to $899,517$425,698 used in operating activities
activities during the ninethree months ended DecemberJune 31,30, 2024.2025. This increasedecrease is primarily duedriven toby thean increase in operatingaccounts expenses of
$1,655,008, as detailed in the preceding section,payable and increasesaccrued in changes in assets expenses
and liabilitiesa offavorable $1,127,412,foreign partiallycurrency offset
byremeasurement netfluctuation noncash operating activity of $32,238.period-over-period.
During
the ninethree months ended DecemberJune 31,30, 2025,2026, we had net cash used in investing activities of $12,029$1,176 compared to $156,174no providedcash byused in investing activities
activities during the ninethree months ended DecemberJune 31,30, 2024.2025. The decreaseincrease was primarily attributable to cash acquired from the businessnet increase in purchases of plant, property,
combination with Orocidin and Bio-Convert, which occurred during the nine months ended December 31, 2025.equipment.
During the three months ended June 30, 2026, we received $145,750 from financing activities primarily related to issuance of common stock and the issuance of the note payable. In April 2026, the Company issued to a certain private investor for a total of 45,000 restricted shares of its common stock, par value $0.001 per share. The price per share was $2.75 for gross and net proceeds of $123,750. On June 9, 2026, the Company entered into an additional demand promissory note with the same lender, Reddington, under substantially identical terms, pursuant to which the Company borrowed an additional $22,000.
During
the ninethree months ended DecemberJune 31,30, 2025, we received $3,828,572 from financing activities primarily related to issuance of common stock.
During the nine months ended December 31, 2024, we received $766,450$409,970 from financing activities primarily related to proceeds from the issuance
issuance of common stock and the exercise of warrants.stock.
The Company’s condensed consolidated financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has recognized nominal revenue and has incurred losses since inception resulting in an accumulated deficit of $53,062,836 and held cash of $5,784 as of June 30, 2026. As a result, the Company’s current funds will not be sufficient to meet its needs for more than twelve months from the date of issuance of these condensed consolidated financial statements. Accordingly, there is substantial doubt about the ability to continue as a going concern.
The ability to continue as a going concern is dependent upon the Company’s recent acquisitions, its generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and through private placements of Common Stock. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of these uncertainties.
Our
management’s discussion and analysis of our financial condition and results of our operations is based on our unaudited condensed
consolidated financial
statements and accompanying notes, which have been prepared in accordance with accounting principles generally
accepted in the United
States (“U.S. GAAP”). Certain amounts included in or affecting the unauditedconsolidated condensed consolidated
financial statements presented in this Form
10-Q and related disclosure must be estimated, requiring management to make assumptions with
respect to values or conditions whichthat cannot
be known with certainty at the time the unaudited condensed consolidated financial statements
are prepared. Management believes that the accounting policies
set forth below comprise the most important “critical accounting
estimates” for the Company. Management evaluates such estimates
on an ongoing basis, based upon historical results and experience,
consultation with experts and other methods that management considers
reasonable in the particular circumstances under which the judgments
and estimates are made, as well as management’s forecasts
as to the manner in which such circumstances may change in the future.
NORD insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding NORD (13F)
None of the 59 investors we track reported a position in their latest 13F.