{"url_path":"/sec/nord/10-k/2026/item-5","section_key":"item-5","section_title":"Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-07-14","source_url":"https://www.sec.gov/Archives/edgar/data/1011060/0001493152-26-033203-index.html","accession_number":"0001493152-26-033203","cik":"0001011060","ticker":"NORD","issuer_name":"Nordicus Partners Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/1011060/0001493152-26-033203-index.html","primary_entity_key":"0001011060","primary_entity_name":"Nordicus Partners Corp"},"word_count":2032,"has_tables":true,"body_markdown":"** **\n\n**Item\n5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities**\n\n** **\n\nEffective\nAugust 1, 2020, we voluntarily downgraded from the OTCQB Market to the OTC PINK tier of the OTC Markets. On May 17, 2023, the Company\nchanged its name to Nordicus Partners Corporation and its ticker symbol to NORD. On May 9, 2024, we relisted on the OTCQB Market. In\nSeptember 2025 we applied to uplist to the Nasdaq Capital Market and are awaiting final approval.\n\n \n\nOur\nshares are subject to Section 15(g) and Rule 15g-9 of the Securities and Exchange Act, commonly referred to as the “penny stock”\nrule. The rule defines penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions.\nThese rules may restrict the ability of broker-dealers to trade or maintain a market in our common stock and may affect the ability of\nshareholders to sell their shares. Broker-dealers who sell penny stocks to persons other than established customers and accredited investors\nmust make a special suitability determination for the purchase of the security. Accredited investors, in general, include individuals\nwith assets in excess of $1,000,000 (not including their personal residence) or annual income exceeding $200,000 or $300,000 together\nwith their spouse, and certain institutional investors. The rules require the broker-dealer to receive the purchaser’s written\nconsent to the transaction prior to the purchase and require the broker-dealer to deliver a risk disclosure document relating to the\npenny stock prior to the first transaction. A broker-dealer also must disclose the commissions payable to both the broker-dealer and\nthe registered representative, and current quotations for the security. Finally, monthly statements must be sent to customers disclosing\nrecent price information for the penny stocks.\n\n \n\n7\n\n \n\n \n\n**Holders**\n\n \n\nAs\nof July 14, 2026, there were approximately 405 stockholders of record of our common stock, although we believe that there are other persons\nwho are beneficial owners of our common stock held in street name. The transfer agent and registrar for our common stock is Transfer\nOnline, 512 SE Salmon Street, Portland, OR 97214. Their telephone number is (503) 227-2950.\n\n \n\n**Dividends**\n\n \n\nWe\nhave not paid cash or stock dividends and have no present plan to pay any dividends, intending instead to reinvest our earnings, if any.\nFor the foreseeable future, we expect to retain any earnings to finance the operation and expansion of our business and the payment of\nany cash dividends on our common stock is unlikely.\n\n \n\n**Recent\nSales of Unregistered Securities**\n\n \n\nOn\nMay 23, 2024, the Company entered into an agreement with FORCE Family Office for the provision of consulting services for a fee consisting\nof 30,000 restricted shares of the Company’s common stock.\n\n \n\nOn\nMay 13, 2024, the Company acquired a 95.0% interest in Orocidin A/S (“Orocidin”), a Danish preclinical-stage biotechnology\ncompany advancing next-generation periodontitis therapies, in exchange for 3,800,000 restricted shares of the Company’s common\nstock.\n\n \n\nOn\nNovember 11, 2024, the Company announced that it had entered into an agreement to acquire 100% of the outstanding shares of Bio-Convert\nA/S (“Bio-Convert”), a Denmark-based preclinical-stage biotechnology company developing treatments for oral leukoplakia,\nin exchange for 12,000,000 restricted shares of the Company’s common stock.\n\n \n\nOn\nNovember 12, 2024, the Company acquired the remaining 29,663 outstanding shares, or approximately 5%, of Orocidin A/S in exchange for\n200,000 restricted shares of the Company’s common stock, after which Orocidin A/S became a wholly owned subsidiary of the Company.\n\n \n\nOn\nNovember 27, 2024, the Company entered into a Professional Relations and Consulting Agreement with ESG Advisor Group, L.L.C. (“ESG”)\nfor the provision of investor relations and related services. The term of the agreement was to expire on November 30, 2025, subject to\ntermination by either party after three months on 30 days’ prior notice. On January 15, 2025, the Company elected to terminate\nthe agreement as of February 27, 2025. Under the agreement, ESG was entitled to receive 19,500 shares of restricted common stock, which\nwere issued on January 23, 2025.\n\n \n\nEffective\nApril 1, 2022, we issued to GK Partners ApS (“GK Partners”) , for financial services, a warrant (the “2022 GK Warrant”)\nto purchase up to 600,000 shares of our Common Stock at an exercise price of $10.00 per share, and which had an expiration date of December\n31, 2023. The Company determined that the 2022 GK Warrant is not precluded from equity classification and was therefore recorded within\nadditional paid-in capital on the Company’s consolidated balance sheets at its issuance date fair value. On December 22, 2023,\nthe expiration date of the warrant, covering 570,500 remaining unexercised warrant shares, was extended to December 31, 2024. During\nthe year ended March 31, 2024, GK Partners exercised a portion of its warrant for a total of 30,600 shares. The exercise price was $10.00\nper share for total proceeds of $306,000. For the year ended March 31, 2025, GK Partners exercised a portion of its warrant for 57,400\nshares. The exercise price was $10.00 per share for total proceeds of $576,000. On December 31, 2024 the 2022 GK Warrant expired.\n\n \n\n8\n\n \n\n \n\nEffective\nDecember 30, 2024, a new warrant was issued to GK Partners (the “2024 GK Warrant”) to purchase up to 1,000,000 shares of\nthe Company’s common stock at an exercise price equal to the greater of $8.91 and the daily volume weighted average price of\nthe common stock for the ten trading days immediately preceding the date of exercise. The 2024 GK Warrant expired on December 31,\n2025. The Company determined that the 2024 GK Warrant was precluded from being classified within equity and was liability classified\nunder ASC Topic 815, *Derivatives and Hedging*. During the year ended March 31, 2025, GK Partners exercised a portion of its\n2024 GK Warrant for a total of 35,176 shares. The exercise price ranged from $8.91 to $8.95 per share for total proceeds of\n$313,455. As of March 31, 2025, the 2024 GK Warrant was terminated. Therefore, as of March 31, 2026, the Company recognized no\nwarrant liability on the consolidated balance sheet. The measurement of fair value of the 2024 GK Warrants was determined utilizing\na Monte Carlo simulation model considering all relevant assumptions current as of March 31, 2026 presented in Note 6. The change in\nfair value resulting from the issuance of the 2024 GK Warrant was recognized in change in fair value of warrant liability (related\nparty) in the amount of $172,715 on the consolidated statement of operations and comprehensive loss for the year ended March 31,\n2025. On March 31, 2025, the 2024 GK Warrants were terminated, and the remaining shares were recorded at a fair value of $167,000 to\nadditional paid in capital due to the related party relationship.\n\n \n\nIn\nOctober through March 2026, we issued to private investors a total of 1,850,036 restricted shares of our common stock, par value\n$0.001 per share. The purchase price ranged from $1.90-5.00 per share,\n\n \n\nThe\nshares of common stock have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any\nstate or other applicable jurisdiction’s securities laws, and may not be offered or sold in the United States absent registration\nor an applicable exemption from the registration requirements of the Securities Act and applicable state or other jurisdiction’s\nsecurities laws.\n\n \n\nWe\nclaim an exemption from registration for the issuance of the shares pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b)\nand (c) of Regulation D thereunder, since the foregoing issuances did not involve a public offering, each recipient was (i) an “accredited\ninvestor” and/or (ii) had access to similar documentation and information as would be required in a registration statement under\nthe Securities Act, and each such recipient represented that it acquired the securities for investment only and not with a view toward,\nor for resale in connection with, the public sale or distribution thereof. The securities were offered without any general solicitation\nby us or our representatives. No underwriters or agents were involved in the foregoing issuances, and we paid no underwriting discounts\nor commissions. The shares are subject to transfer restrictions, and the certificates evidencing the securities contain an appropriate\nlegend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration\nor pursuant to an exemption therefrom. The issuance of the shares was also exempt under Regulation S under the Securities Act as the\noffering was made to non-U.S. persons, was made with no directed selling efforts in the U.S. and otherwise was made in accordance with\nthe requirements of the Securities Act.\n\n \n\nOn\nMarch 13, 2026, the Company entered into an agreement with an unaffiliated party for the provision of consulting services for a fee\nconsisting of 60,000 restricted shares of the Company’s common stock.\n\n \n\nOn\nMarch 16, 2026, the Company entered into an agreement with an unaffiliated party for the provision of consulting services for a fee\nconsisting of 24,000 restricted shares of the Company’s common stock.\n\n \n\n**Issuer\nPurchase of Securities**\n\n \n\nOn\nOctober 1, 2025, the Company repurchased 57,642 shares of common stock from an existing shareholder for $1.36 per share. The repurchase\nwas made pursuant to the share repurchase program authorized by the Company’s Board of Directors.\n\n \n\n9\n\n \n\n \n\n**Securities\nAuthorized for Issuance under Equity Compensation Plans as of the End of Fiscal 2026**\n\n \n\n**Equity\nCompensation Plan Information**\n\n \n\nPlan Category \n\n**Number of**\n\n**securities to be**\n\n**issued upon**\n\n**exercise of**\n\n**outstanding**\n\n**options, warrants**\n\n**and rights**\n  \n\n**Weighted**\n\n**average**\n\n**exercise price of**\n\n**outstanding**\n\n**options,**\n\n**warrants and**\n\n**rights**\n  \nNumber of\n\nsecurities\n\nremaining\n\navailable for\n\nfuture issuance \n\nEquity compensation plans approved by the Board of Directors (1) \n 925,000  \n 3.00  \n 6,075,000(1)\n\n  \n 925,000  \n \n3.00\n  \n \n6,075,000 \n \n\n \n\n(1)\nAll\nsuch options were issued under the Company’s 2024 Stock Incentive Plan. The Company’s 2017 Non-Qualified Equity Incentive\nPlan was terminated on June 17, 2024. At the time of termination, no options were outstanding under the 2017 Plan.\n\n \n\n**Stock\nRepurchase Plan**\n\n \n\nIn\nJune 2001, the Board of Directors adopted a share repurchase program authorizing the repurchase of up to 250,000 of our shares of\ncommon stock. In June 2004, the Board of Directors authorized the purchase of an additional 500,000 shares of common stock. In\nAugust 2025, the Board of Directors authorized the purchase of an additional 200,000 shares of common stock. Since June 2001, a\ntotal of 303,021 shares have been repurchased by us under the share repurchase program, leaving 646,979 shares remaining to be\npurchased under the share repurchase program. The Company repurchased 57,642 and zero shares during the fiscal years ended March 31,\n2026 and 2025, respectively. The share repurchase program authorizes repurchases from time to time in open market transactions,\nthrough privately negotiated transactions, block transactions or otherwise, at times and prices deemed appropriate by management,\nand is not subject to an expiration date.\n\n \n\n**Stockholder\nRights Plan**\n\n \n\nOur\nBoard of Directors approved the adoption of a stockholder rights plan (the “Rights Plan”) under which all stockholders of\nrecord as of February 8, 2008 received rights to purchase shares of a new series of preferred stock (the “Rights”). The Rights\nwere distributed as a dividend. Initially, the Rights attached to, and traded with, our common stock. Subject to the terms, conditions\nand limitations of the Rights Plan, the Rights become exercisable if (among other things) a person or group acquires 15% or more of our\ncommon stock. Upon such an event, and payment of the purchase price, each Right (except those held by the acquiring person or group)\nwill entitle the holder to acquire shares of the Company’s common stock (or the economic equivalent thereof) having a value equal\nto twice the purchase price. Our Board of Directors may redeem the Rights prior to the time they are triggered. In the event of an unsolicited\nattempt to acquire us, the Rights Plan is intended to facilitate the full realization of our stockholder value and the fair and equal\ntreatment of all of our stockholders. The Rights Plan will not prevent a takeover attempt. Rather, it is intended to guard against abusive\ntakeover tactics and encourage anyone seeking to acquire us to negotiate with the Board of Directors. We did not adopt the Rights Plan\nin response to any particular proposal.\n\n \n\n10"}