Nordicus Partners Completes Asset Acquisition

Ticker: NORD · Form: 8-K · Filed: May 16, 2024 · CIK: 1011060

Sentiment: neutral

Topics: acquisition, equity-sale, material-agreement

TL;DR

Nordicus Partners just bought assets from AdvanSource Biomaterials and sold some stock. Big moves!

AI Summary

Nordicus Partners Corp. announced on May 16, 2024, the completion of its acquisition of certain assets from AdvanSource Biomaterials Corp. The filing also details the company's entry into a material definitive agreement and unregistered sales of equity securities, with financial statements and exhibits included.

Why It Matters

This filing indicates significant corporate activity for Nordicus Partners, including an acquisition and equity sales, which could impact its future financial performance and strategic direction.

Risk Assessment

Risk Level: medium — The filing involves an acquisition and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

FAQ

What specific assets were acquired from AdvanSource Biomaterials Corp.?

The filing does not specify the exact assets acquired from AdvanSource Biomaterials Corp., only that the completion of the acquisition of certain assets has occurred.

What is the nature of the material definitive agreement entered into by Nordicus Partners Corp.?

The filing indicates entry into a material definitive agreement but does not provide details on its terms or purpose.

What were the terms of the unregistered sales of equity securities?

The filing mentions unregistered sales of equity securities but does not disclose the number of shares sold, the price, or the purchasers.

What is the business address of Nordicus Partners Corp.?

The business address of Nordicus Partners Corp. is 95 Washington Street #154, Canton, MA 02021.

What is the SIC code for Nordicus Partners Corp.?

The Standard Industrial Classification (SIC) code for Nordicus Partners Corp. is 8742, which corresponds to SERVICES-MANAGEMENT CONSULTING SERVICES.

Filing Stats: 1,059 words · 4 min read · ~4 pages · Grade level 13.2 · Accepted 2024-05-16 10:19:55

Filing Documents

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On May 13, 2024, Nordicus Partners Corporation (the "Company") and certain shareholders (the "Sellers") of Orocidin A/S, a Danish stock corporation ("Orocidin") entered into a Stock Purchase and Sale Agreement (the "Agreement"), under which the 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 38,000,000 restricted shares of its common stock (the "Company Shares") to the Sellers. The transaction was consummated on May 13, 2024. A copy of the Agreement is attached to this Report on Form 8-K as Exhibit 10.1. The foregoing summary of the terms of the Agreement are The representations, warranties and covenants contained in the Agreement were made only for purposes of the Agreement and as of specific dates, were solely for the benefit of the parties to the Agreement and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Agreement. The representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the Agreement instead of establishing these matters as facts and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Agreement, and this subsequent information may or may not be fully reflected in the Company's public disclosures. The Company Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state or other applic

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets. As described above in Item 1.01, which disclosures are incorporated by reference in this Item 2.01 in their entirety, on May 13, 2024, the Company acquired the Orocidin Shares pursuant to the Agreement.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. As described above in Item 1.01, which disclosures are incorporated by reference in this Item 3.02 in their entirety, on May 13, 2023, the Company issued 38,000,000 restricted shares of its common stock to the Sellers pursuant to the Agreement. The Company claims an exemption from registration for the issuance of the Company Shares pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D thereunder and/or Regulation S under the Securities Act, since (A) the foregoing issuances did not involve a public offering, each recipient was an (i) "accredited investor"; and/or (ii) had access to similar documentation and information as would be required in a registration statement under the Securities Act, and such recipient represented that it acquired the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof and/or (B) each recipient was not a U.S. Person. The Company Shares were offered without any general solicitation by us or our representatives. No underwriters or agents were involved in the foregoing issuance, and we paid no underwriting discounts or commissions. The Company Shares are subject to transfer restrictions, and the certificates evidencing the Company Shares contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits The following are filed as part of this Form 8-K: (d) Exhibits Exhibit Filed or Furnished Number Exhibit Description Form Exhibit Filing Date Herewith 10.1 Stock Purchase and Sale Agreement, dated as of May 13, 2024, between Nordicus Partners Corporation and the Sellers X 99.1 Press Release dated May 15, 2024 X 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) X

SIGNATURES

SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: May 16, 2024 NORDICUS PARTNERS CORPORATION By: /s/ Henrik Rouf Henrik Rouf Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR

View on Read The Filing