{"url_path":"/sec/nord/10-k/2026/item-7","section_key":"item-7","section_title":"Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations**","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":3307,"has_tables":true,"body_markdown":"**Item\n7. Management’s Discussion and Analysis of Financial Condition and Results of Operations**\n\n \n\n**Cautionary\nNote Regarding Forward-Looking Statements**\n\n* *\n\n*The\nfollowing Management’s Discussion and Analysis of Financial Condition and Results of Operations (the “MD&A”) should\nbe read in conjunction with our financial statements and the related notes thereto included elsewhere in this Annual Report. The MD&A\ncontains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations,\nand intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,”\n“plan,” “intend,” “anticipate,” “target,” “estimate,” “expect,”\nand the like, and/or future-tense or conditional constructions (“will,” “may,” “could,” “should,”\netc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to\nrisks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking\nstatements in this Annual Report. Our actual results and the timing of events could differ materially from those anticipated in these\nforward-looking statements as a result of several factors including, but not limited to, those noted under “Risk Factors”\nin this Annual Report.*\n\n* *\n\n*We\ndo not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this\nAnnual Report, except as required by U.S. federal securities laws.*\n\n** **\n\n**Overview**\n\n \n\nNordicus\nPartners Corporation is a U.S. publicly listed biotech company specializing in developing breakthrough therapeutics for diseases with\nunmet medical needs. Current portfolio companies include the three promising preclinical biotechnology companies Orocidin A/S, Bio-Convert\nA/S and NoviThera ApS.\n\n** **\n\n**Organizational\nHistory Summary**\n\n \n\nOur\ndetailed corporate history is described in Item 1. In summary, after our pre-2021 history as a Delaware corporation under prior names,\nthe Company underwent a change-of-control transaction with Reddington Partners LLC beginning in October 2021, completed reverse stock\nsplits in March 2022 and November 2024, acquired NP Bioinnovation A/S in February 2023, changed its name to Nordicus Partners Corporation\nand 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\nits board and governance committee structure in 2025.\n\n \n\n**Our\nBusiness**\n\n \n\nNordicus\nPartners Corporation (“Nordicus” or the “Company”) is a U.S. publicly listed biotech company specializing in\ndeveloping breakthrough therapeutics for diseases with unmet medical needs. Nordicus focuses on acquiring and developing drugs from innovative\nbiotech companies in the Nordics, a region known for its scientists, life sciences ecosystem and drug discoveries and developments. Nordicus\nis dedicated to developing breakthrough therapeutics in diseases with unmet medical needs – starting with oral disorders. Its scientific\nfoundation targets inflammation and immune modulation. In 2024, Nordicus acquired 100% of Orocidin A/S, a Danish preclinical-stage biotech\ncompany developing next-generation therapies for periodontitis and 100% of Bio-Convert A/S, a Danish preclinical-stage biotech company\ndedicated to developing treatments for oral leukoplakia.\n\n \n\nNordicus’\nportfolio diversification strategy positions it as a stable and resilient company, mitigating risk with significant upside potential.\n\n \n\nOur\nApproach and Value Creation Process\n\n \n\nNordicus\nemploys a 4-step value creation process:\n\n \n\n–Scout\nand Accelerate: Nordicus targets high-impact potential companies, providing capital, resources\nand expertise to drive critical milestones such as patent filings and clinical trials.\n\n \n\n–Acquire\nand Exit: Nordicus acquires controlling stakes to maximize value creation and exit at premium\nmultiples.\n\n \n\n11\n\n \n\n \n\nWe\nscout the Nordic region looking for early-stage life sciences companies developing drugs or treatments for diseases in high growth markets\nwith significant unmet medical needs, all in potential multibillion USD markets.\n\n \n\nAfter\na vigorous due diligence process, the chosen companies will be offered to join Nordicus’ accelerator program. Once the chosen companies\nhave become accelerator clients, Nordicus takes an active role in advising the management team, assisting with strengthening the companies’\nBoard of Directors and establishing Advisory Boards including making introductions to strategic partners and talent.\n\n \n\nOnce\nthe milestones – set by Nordicus – are met, Nordicus will typically offer to acquire the companies outright. The first three\nacquisitions will be all-stock transactions, with the first two acquisitions (Orocidin A/S and Bio-Convert A/S) having already been completed,\nfitting Nordicus’ criteria of inclusion.\n\n \n\nNordicus\naims to take all portfolio companies’ drug developments through Phase I. Upon completion of Phase I, the following options will\nbe considered:\n\n \n\n1Sale\nor merger of the portfolio company.\n\n \n\n2Further\ndevelopment through the next clinical phases.\n\n \n\n3Strategic\npartnership with a large pharmaceutical company that will invest in Nordicus for further\ndrug development.\n\n \n\n4Stand-alone\nInitial Public Offering (IPO).\n\n \n\nNordicus’\ncurrent life sciences portfolio consists of two promising preclinical biotechnology companies, Orocidin A/S and Bio-Convert A/S, led\nby the accomplished pharmacologist, Allan Wehnert, who serves as CEO of both companies. In October 2025, the Company formed a third subsidiary,\nNoviThera, also led by Alan Wehnert.\n\n \n\nOrocidin\nA/S is developing a proprietary first-of-its-kind medical treatment for aggressive periodontitis, with Bio-Convert A/S focused on a treatment\nagainst oral leukoplakia (OLK) – an oral potentially malignant disorder – by developing a novel proprietary mucoadhesive\noral topical formulation designed to treat and reduce dysplasia levels, potentially offering a curative solution for oral leukoplakia.\n\n \n\nThe\ncompanies’ innovative breakthroughs are further strengthened by their oral formulations, which ensure prolonged adhesion for 12-24\nhours and controlled release of the active ingredient, enhancing drug efficacy and patient outcomes – a major advancement over\nnormal gels and creams.\n\n \n\nNoviThera\nis developing a drug for the treatment of psoriasis, an immune-mediated inflammatory disease that causes keratinocyte hyperproliferation\nand inflammation.\n\n \n\nOrocidin\nA/S\n\n \n\nOrocidin\nA/S has successfully completed a 14-day toxicology study in hamsters and two tests of effectiveness in a Beagle Dog Study and a Wistar\nRat Study.\n\n \n\nIn\nthe 14-day toxicology study, all animals exhibited high tolerance to the drug, with no adverse reactions or irritation at the buccal\napplication site. No significant side effects were observed and more importantly, the necropsy cross-examination showed no changes in\ntissues. The successful completion of this study marks an important milestone for Orocidin A/S, providing the foundation for the upcoming\npivotal 8-week toxicity study.\n\n \n\nThe\nBeagle Dog Study is the first study that shows Orocidin A/S’s drug, QR-01, having a direct effect on beagle dogs diagnosed with\nperiodontitis. The 13-day small efficacy study was conducted on beagle dogs with clinically confirmed periodontitis. The dogs demonstrated\nconsistent improvements across key clinical endpoints, including the Gingival Index, the Plaque Index and overall periodontal disease.\n\n \n\nMoreover,\nQR-01 was well tolerated, with no adverse side effects reported throughout the treatment period. This represents a significant milestone\nfor Orocidin’s lead product, QR-01, and strengthens Nordicus’ and Orocidin’s confidence as Orocidin prepares for the\nupcoming human pilot efficacy study.\n\n \n\nIn\nthe second efficacy study, rats with induced periodontitis treated with QR-01 demonstrated improvements in Probing Depth (PD-mm), Gingival\nIndex (GI), Bleeding on Probing (BOP) and Plaque Levels (PL). More importantly, lower bone loss was demonstrated in treated rats compared\nto non-treated rats measured by micro-CT scanning. Until now, this has not been demonstrated.\n\n \n\n12\n\n \n\n \n\nIn\nsummary, Orocidin has now demonstrated efficacy in treating periodontitis in two different animals using two methods. The first Phase\nIIa clinical trial in patients is now anticipated to start in the first half of 2027 at the University of Copenhagen in Denmark.\n\n \n\nBio-Convert\n\n \n\nBio-Convert’s\nQR-02 compound targets oral leukoplakia (OLK), which consists of potentially pre-cancerous lesions in the mouth, with up to a 30% conversion\nrate to oral cancer. No approved medical treatment exists for OLK, with surgery the only true alternative.\n\n \n\nThe\ncompany’s proprietary oral gel QR-02 has several unique advantages, including antitumor and antiviral effects, reducing the risk\nof dysplasia and enabling more precise and efficient treatment, compared to methods used today.\n\n \n\nBio-Convert\nobtained a toxicity waiver from the Danish Medicine Agency (DKMA) for QR-02 and is currently finalizing its GMP (Good Manufacturing Practice)\nproduct, expected to be completed by December 2026 in Germany. Bio-Convert anticipates moving into Phase IIa clinical trials in Europe\nbeginning in the first half of 2027.\n\n \n\nNoviThera\n\n \n\nNoviThera’s\nQR-04 compound has the goal to develop a novel anti-monoclonal antibody treatment designed to cure psoriasis or prevent its occurrence.\nCurrently, no permanent cure for psoriasis exists, leading to a significant unmet medical need for patients and huge market potential.\n\n \n\nNoviThera\nrecently completed a study in mice, and with such study demonstrated biological proof of concept.\n\n** **\n\n**Results\nof Operations**\n\n \n\n**Fiscal\nYear Ended March 31, 2026 Compared to the Fiscal Year Ended March 31, 2025**\n\n \n\nRevenue\n\n \n\nDuring\nthe year ended March 31, 2026, we had no revenue relating to consulting income compared to $5,000 for the year ended March 31, 2025,\na decrease of $5,000 or 100%.\n\n \n\nOperating\nExpenses\n\n \n\nDuring\nthe year ended March 31, 2026, we had officer compensation expense of $615,284 compared to $662,554 for the year ended March 31, 2025,\na decrease of $47,270 or 7%. This decrease was primarily due to stock-based compensation for board members in November 2024, partially\noffset by an increase in salaries for the Company’s chief executive officer and chief financial officer in July 2025. See Note\n5 to our accompanying consolidated financial statements for more information on these transactions.\n\n \n\nFor\nthe year ended March 31, 2026, we had professional fees of $940,727 compared to $351,773 for the year ended March 31, 2025, an increase\nof $588,954 or 167%. The increase was primarily due to increased legal and accounting expenses related to the acquisition of NoviThera\nduring the year ended March 31, 2026 and accounting and legal expenses for prior acquisitions of Orodicin and Bio Convert.\n\n \n\nFor\nthe year ended March 31, 2026, we had consulting expense of $317,960 compared to $248,878 expense for the year ended March 31, 2025,\nan increase of $69,082 or 28%. The increase is due to the issuance of restricted stock units to a third party as compensation for\nconsulting services rendered during the year ended March 31, 2026 related to our Nasdaq uplist application.\n\n \n\n13\n\n \n\n \n\nFor\nthe year ended March 31, 2026, we had general and administrative expenses (“G&A”) of $890,055 compared to $331,724 for\nthe year ended March 31, 2025, an increase of $558,331 or 168%. The increase in G&A expense is attributable to increased staff salaries\nalong with the addition of additional administrative assistance, a media advisor, and an increase in costs related to directors and officers\ninsurance resulting from the expansion of the business.\n\n \n\nFor\nthe year ended March 31, 2026, we had research and development expense of $1,606,972 compared to $1,329,436 for the year ended March\n31, 2025, an increase of $277,536 or 21%. The increase was primarily driven by increased operations of NoviThera, which was formed during the year ended March\n31, 2026, and by increased activities of NP Bioinnovation A/S. Both subsidiaries contributed a full year of operations following their\nrespective acquisitions, with activities focused on advancing Orodicin and Bio Convert.\n\n \n\nOther\n(Expense) Income\n\n \n\nFor\nthe 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\nin fair value of investments.\n\n \n\nOther\nComprehensive Income (Loss)\n\n \n\nFor\nthe 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\nfor the year ended March 31, 2025. The increase is primarily driven by the strengthening of the Danish Krone against the U.S. Dollar\nby approximately 6.15% from March 31, 2025 to March 31, 2026, which increased the U.S. Dollar value of our DKK-denominated net assets\nupon translation.\n\n \n\n**Liquidity\nand Capital Resources**\n\n \n\nIn\nAugust 2025, our Board of Directors authorized a share repurchase program which permits us to repurchase up to an aggregate of 200,000\nshares of our Common Stock from existing shareholders only, solely in privately negotiated transactions, at a purchase price per share\nnot greater than the then-current market price as determined based on the last reported sale price of our Common Stock on our principal\ntrading market. We are not obligated to repurchase any shares and may suspend or terminate the program at any time. Repurchased shares\nmay be held as treasury stock or retired, as determined by management. The repurchase program will remain in effect until the earliest\nof (i) the repurchase of 200,000 shares, (ii) 12 months from the date the program was authorized, or (iii) revocation by further Board\naction. On October 1, 2025, the Company repurchased 57,642 shares of Common Stock from an existing shareholder for $1.36 per share. The\nrepurchase was made pursuant to the share repurchase program authorized by the Company’s Board of Directors. Following the transaction,\n646,979 shares remain authorized for repurchase.\n\n \n\nIn\nSeptember 2025, we applied to uplist its common stock to the Nasdaq Capital Market (“Nasdaq”). Pending the requisite approvals,\nthe Company will endeavor to raise capital through the sale of its common stock on terms available to entities listed on the Nasdaq.\n\n \n\nDuring\nthe year ended March 31, 2026, we used cash of $4,324,775 in operating activities compared to $1,284,615 used in operating activities\nduring the year ended March 31, 2025. This increase is primarily due to the increase in net loss of $1,129,524, as detailed in the preceding\nsection, and decreases in changes in assets and liabilities of $1,365,407, and net noncash operating activity of $545,229.\n\n \n\nDuring\nthe year ended March 31, 2026, we had net cash used in investing activities of $10,158 compared to $147,812 provided by investing activities\nduring the year ended March 31, 2025. The decrease was primarily attributable to no acquisitions in the current year in which the Company\nobtained cash.\n\n \n\nDuring\nthe year ended March 31, 2026, we received $4,335,448 from financing activities primarily related to issuance of common stock. During\nthe year ended March 31, 2025, we received $1,079,927 from financing activities primarily related to proceeds from the issuance of common\nstock and the exercise of warrants.\n\n \n\n14\n\n \n\n \n\n**Critical\nAccounting Estimates**\n\n \n\nOur\nmanagement’s discussion and analysis of our financial condition and results of our operations is based on our consolidated financial\nstatements and accompanying notes, which have been prepared in accordance with accounting principles generally accepted in the United\nStates (“U.S. GAAP”). Certain amounts included in or affecting the consolidated financial statements presented in this Form\n10-K and related disclosure must be estimated, requiring management to make assumptions with respect to values or conditions that cannot\nbe known with certainty at the time the consolidated financial statements are prepared. Management believes that the accounting policies\nset forth below comprise the most important “critical accounting estimates” for the Company. Management evaluates such estimates\non an ongoing basis, based upon historical results and experience, consultation with experts and other methods that management considers\nreasonable in the particular circumstances under which the judgments and estimates are made, as well as management’s forecasts\nas to the manner in which such circumstances may change in the future.\n\n \n\n*Indefinite-lived\nIntangible Assets*\n\n \n\nWe\naccount for indefinite-lived intangible assets in accordance with ASC Topic 350, *Intangibles - Goodwill and Other* (“ASC\n350”). Indefinite-lived intangible assets (e.g. IPR&D), are not amortized but instead are reviewed for impairment annually,\nor more frequently if an event occurs or circumstances change that indicate that an asset might be impaired. Pursuant to ASC 350, we\ntest indefinite-lived intangible assets for impairment by comparing their fair values to their carrying values. Fair value is estimated using an income approach based on discounted cash flow methodologies that incorporate significant\nassumptions including projected revenues, probability-adjusted development and commercialization assumptions, discount rates and other\nmarket participant assumptions. An impairment charge\nis recorded if the estimated fair value of such assets has decreased below their carrying values.\n\n \n\n*Fair\nValue of Financial Instruments*\n\n \n\nWe\nfollow paragraph 825-10-50-10 of the FASB ASC for disclosures about fair value of our financial instruments and paragraph 820-10-35-37\nof the FASB ASC (“Paragraph 820-10-35-37”) to measure the fair value of our financial instruments. Paragraph 820-10-35-37\nestablishes a framework for measuring fair value in U.S. GAAP and expands disclosures about fair value measurements. To increase consistency\nand comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which\nprioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives\nthe highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable\ninputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:\n\n \n\nLevel\n1:\nQuoted\nmarket prices available in active markets for identical assets or liabilities as of the reporting date.\n\n \n \n\nLevel\n2:\nPricing\ninputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the\nreporting date.\n\n \n \n\nLevel\n3:\nPricing\ninputs that are generally unobservable inputs and not corroborated by market data.\n\n \n\n*Business\nCombinations*\n\n \n\nWe\naccount for business combinations under the acquisition method of accounting in accordance with ASC Topic 805, *Business Combinations*,\nwhere the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on\ntheir estimated fair values at the date of acquisition. The purchase price is allocated using the information currently available, and\nmay be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations,\nliabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified\nintangible assets acquired less liabilities assumed is recognized as goodwill. Identifiable intangible assets with finite lives are amortized\nover their useful lives. Acquisition-related costs, including advisory, legal, accounting, valuation, and other costs, are expensed in\nthe periods in which the costs are incurred. The results of operations of acquired businesses are included in the consolidated financial\nstatements from the acquisition date.\n\n \n\n15\n\n \n\n \n\n*Goodwill*\n\n \n\nWe\nassess goodwill for impairment on an annual basis or more frequently when events and circumstances occur indicating that the recorded\ngoodwill may be impaired. We regularly monitor current business conditions and other factors including, but not limited to, adverse industry\nor economic trends and lower projections of profitability that may impact future operating results. The process of evaluating the potential\nimpairment of goodwill requires significant judgment. In performing our annual goodwill impairment test, we are permitted to first assess\nqualitative factors to determine whether it is more likely than not that the fair value of any of our reporting units is less than its\ncarrying amount, including goodwill. In performing the qualitative assessment, we consider certain events and circumstances specific\nto the reporting unit and the entity as a whole, such as macroeconomic conditions, industry and market considerations, overall financial\nperformance and cost factors when evaluating whether it is more likely than not that the fair value of any of the reporting units is\nless than its carrying amount. We are also permitted to bypass the qualitative assessment and proceed directly to the quantitative test.\nIf we choose to undertake the qualitative assessment and conclude that it is more likely than not that the fair value of a reporting\nunit is less than its carrying amount, we would then proceed to the quantitative impairment test. In the quantitative assessment, we\ncompare 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\nassumptions including projected revenues, operating results, probability-adjusted cash flows, discount rates and other market participant\nassumptions. If the fair value exceeds the carrying\nvalue, no impairment loss exists. If the fair value is less than the carrying amount, a goodwill impairment loss is measured and recorded.\nWe assess goodwill for impairment on an annual basis as of March 31 or more frequently when events and circumstances occur indicating\nthat recorded goodwill may be impaired.\n\n \n\n**Off-Balance\nSheet Arrangements**\n\n \n\nAs\nof March 31, 2026, we did not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future\nmaterial effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources."}