{"url_path":"/sec/nord/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities and Use of Proceeds**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-02-13","source_url":"https://www.sec.gov/Archives/edgar/data/1011060/0001493152-26-006646-index.html","accession_number":"0001493152-26-006646","cik":"0001011060","ticker":"NORD","issuer_name":"Nordicus Partners Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/1011060/0001493152-26-006646-index.html","primary_entity_key":"0001011060","primary_entity_name":"Nordicus Partners Corp"},"word_count":325,"has_tables":true,"body_markdown":"**Item\n2. Unregistered Sales of Equity Securities and Use of Proceeds**\n\n** **\n\nIn\nOctober through December 2025, we issued to 18 private investors a total of 541,000 restricted shares of our common stock,\npar value $0.001 per share. The price per share was $2.75.\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 towards,\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 securities sold 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 were made in accordance with\nthe requirements of the Securities Act."}