UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

For the fiscal year ended March 31, 2026

For the transition period from to

Commission File No. 001-11737

NORDICUS PARTNERS CORPORATION

(Name of registrant as specified in its charter)

Issuer’s telephone number (310) 666-0750

Securities registered under Section 12(b) of the Exchange Act:

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☒

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the registrant’s common stock, par value $0.001 per share, held by non-affiliates of the registrant, as computed by reference to the September 30, 2025 closing price reported by OTCQB, was approximately $21,126,694.

As of July 14, 2026, there were 19,173,896 shares of the registrant’s Common Stock outstanding.

NORDICUS PARTNERS CORPORATION AND SUBSIDIARIES

TABLE OF CONTENTS

Part I

Item 1. Business

Corporate History

We were founded in 1993, reincorporated in Delaware in 2007, changed our name to AdvanSource Biomaterials Corporation in 2008 and changed our name to EKIMAS Corporation in 2020.

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 Reddington’s purchase of a total of 511,448 shares of our common stock, on a post-split basis, or approximately 90% of our total outstanding common stock, for total cash consideration of $400,000. Reddington purchased the common stock in two tranches, which closed on October 12, 2021 (the “First Closing”) and March 15, 2022.

Pursuant to the SPA, the Company effected a 1-for 50 reverse stock split on March 11, 2022 (the “Reverse Split”). On a post-split basis, Reddington acquired 42,273 shares at the First Closing and an additional 469,175 shares at the March 15, 2022 second closing, after which 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 outstanding common stock.

On February 23, 2023, the Company acquired NP Bioinnovation A/S (formerly Nordicus Partners A/S and Managementselskabet af 12.08.2020 A/S), a Danish stock corporation, pursuant to a contribution agreement with NP Bioinnovation A/S, GK Partners ApS, Henrik Rouf and Life Science Power House ApS. The sellers contributed 100% of the issued and outstanding capital stock of NP Bioinnovation A/S to the Company in exchange for an aggregate of 250,000 shares of the Company’s common stock, and NP Bioinnovation A/S became a 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 commercial real estate mortgage banking firm headquartered in Chicago.

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 acquired a 95% interest in Orocidin A/S (“Orocidin”), a Danish preclinical-stage biotechnology company advancing next-generation of periodontitis therapies, in exchange for 3,800,000 restricted shares of the Company’s common stock.

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 effected 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 had no effect on the Company’s authorized shares of common stock or preferred stock and the par value of each class remained $0.001. All common stock share, option, warrant and per share amounts, except our authorized but unissued shares, have been retroactively adjusted in these consolidated financial statements and related disclosures.

On November 11, 2024, the Company announced that it had entered into an agreement to acquire 100% of the outstanding shares of Bio-Convert A/S (“Bio-Convert”), a Denmark-based preclinical-stage biotechnology company developing treatments for oral leukoplakia, in exchange for 12,000,000 restricted shares of the Company’s common stock.

On November 12, 2024, the Company acquired the remaining 29,663 outstanding shares, or approximately 5%, of Orocidin A/S, in exchange for 200,000 restricted shares of of the Company’s common stock, after which Orocidin A/S became a wholly owned subsidiary of the Company.

On August 7, 2025, (1) Henrik Keller resigned from the Board of Directors of the Company, (2) the Board increased its size from three to five members and (3) Torben S. Jensen, Kim T. Mücke and Andrew J. Ritter were appointed to fill the resulting vacancies. The Company executed a director agreement with each of Messrs. Jensen, Mücke and Ritter, under which each will receive 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. Messrs. Jensen and Mücke also each received options to purchase 25,000 shares of the Company’s common stock at $1.90 per share, and Mr. Ritter received options to purchase 50,000 shares of the Company’s common stock at $1.90 per share. All such options were fully vested on the date of grant and issued as incentive stock options under, and subject to the terms and conditions of, the Company’s 2024 Stock Incentive Plan.

In October 2025, the Company formed NoviThera ApS (“NoviThera”) to research and develop monoclonal antibody (MaB) therapy for the treatment of psoriasis. The invention and initial development were made and performed by Alteral Therapeutics (“Alteral”), a Denmark-domiciled related party of the Company. Mr. Allan Wehnert, who controls Alteral, was appointed Chief Executive Officer of NoviThera. In exchange for contributing intellectual property to NoviThera, Alteral received a 49.9% ownership interest in NoviThera, and the Company retained a 50.1% ownership interest.

On November 10, 2025, the Board created (1) a Nominating and Corporate Governance Committee, consisting of Peter Severin (Chairman), Kim T. Mücke and Andrew J. Ritter; (2) an Audit Committee, consisting of Kim T. Mücke (Chairman), Peter Severin and Andrew J. Ritter; and (3) a Compensation Committee, consisting of Andrew J. Ritter (Chairman), Peter Severin and Kim T. Mücke. The Board also adopted a Code of Conduct and Ethics, an Insider Trading Policy, a Whistleblower Policy and a Compensation Recovery Policy.

Our Business

Nordicus Partners Corporation (“Nordicus” or the “Company”), U.S. publicly listed biotech company specializing in developing breakthrough therapeutics in diseases with unmet medical needs. Nordicus focuses on acquiring and developing drugs from innovative biotech companies in the Nordics, a region known for its brilliant scientists, exceptional life science 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 revolutionizing the treatment of oral leukoplakia.

Nordicus’ portfolio diversification strategy positions it as a stable and resilient company, mitigating risk with significant upside potential.

Our Approach and Value Creation Process

Nordicus employs a 4-step value creation process:

We scout the Nordic region looking for early-stage life sciences companies developing drugs or treatments for diseases in high growth markets with significant unmet medical needs, all in potential multibillion USD markets.

After a vigorous due diligence process, the chosen companies will be offered to join Nordicus’ accelerator program. Once the chosen companies have become accelerator clients, Nordicus takes an active role in advising the management team, assisting with strengthening the companies’ Board of Directors and establishing Advisory Boards including making introductions to strategic partners and talent.

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.

Nordicus aims to take all portfolio companies’ drug developments through Phase I. Upon completion of Phase I, the following options will be considered:

Nordicus’ current life sciences portfolio consists of two promising preclinical biotechnology companies in Orocidin A/S and Bio-Convert A/S led by the accomplished pharmacologist, Allan Wehnert, who serves as CEO of both companies. In October 2025 Nordicus formed a third subsidiary, NoviThera, also to be led by Allan Wehnert.

Orocidin A/S is developing a proprietary first-of-its-kind medical treatment for aggressive periodontitis, with Bio-Convert A/S focused on a treatment 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 formulations, which ensure prolonged adhesion for 12-24 hours and controlled release of the active ingredient, enhancing drug efficacy and 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

Orocidin A/S has successfully completed a 14-day toxicology study in hamsters and two tests of effectiveness in a Beagle Dog Study and Wistar Rat Study.

In the 14-day toxicology study, all animals exhibited high tolerance to the drug, with no adverse reactions or irritation at the buccal application site. No significant side effects were observed and more importantly, the necropsy cross-examination showed no changes 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/S’s drug, QR-01, having a direct effect on beagle dogs diagnosed 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.

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 prepares 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 of developing a novel 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 substantial market potential.

NoviThera recently completed a study in mice, and with such study demonstrated biological proof of concept.

Item 1A. 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.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

We use, store and process data for and about our employees, partners and suppliers. We have implemented a cybersecurity risk management program that is designed to identify, assess, and mitigate risks from cybersecurity threats to this data, our systems and business operations.

Cyber Risk Management and Strategy

Item 2. Properties

None.

Item 3. Legal Proceedings

We are not the subject of any pending legal proceedings, and to the knowledge of management, no proceedings are presently contemplated against us by any federal, state or local governmental agency. Further, to the knowledge of management, no director or executive officer is a party to any action in which such person has an interest adverse to us.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Effective August 1, 2020, we voluntarily downgraded from the OTCQB Market to the OTC PINK tier of the OTC Markets. On May 17, 2023, the Company changed its name to Nordicus Partners Corporation and its ticker symbol to NORD. On May 9, 2024, we relisted on the OTCQB Market. In September 2025 we applied to uplist to the Nasdaq Capital Market and are awaiting final approval.

Our shares are subject to Section 15(g) and Rule 15g-9 of the Securities and Exchange Act, commonly referred to as the “penny stock” rule. 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. These rules may restrict the ability of broker-dealers to trade or maintain a market in our common stock and may affect the ability of shareholders to sell their shares. Broker-dealers who sell penny stocks to persons other than established customers and accredited investors must make a special suitability determination for the purchase of the security. Accredited investors, in general, include individuals with assets in excess of $1,000,000 (not including their personal residence) or annual income exceeding $200,000 or $300,000 together with their spouse, and certain institutional investors. The rules require the broker-dealer to receive the purchaser’s written consent to the transaction prior to the purchase and require the broker-dealer to deliver a risk disclosure document relating to the penny stock prior to the first transaction. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, and current quotations for the security. Finally, monthly statements must be sent to customers disclosing recent price information for the penny stocks.

Holders

As of July 14, 2026, there were approximately 405 stockholders of record of our common stock, although we believe that there are other persons who are beneficial owners of our common stock held in street name. The transfer agent and registrar for our common stock is Transfer Online, 512 SE Salmon Street, Portland, OR 97214. Their telephone number is (503) 227-2950.

Dividends

We have not paid cash or stock dividends and have no present plan to pay any dividends, intending instead to reinvest our earnings, if any. For the foreseeable future, we expect to retain any earnings to finance the operation and expansion of our business and the payment of any cash dividends on our common stock is unlikely.

Recent Sales of Unregistered Securities

On May 23, 2024, the Company entered into an agreement with FORCE Family Office for the provision of consulting services for a fee consisting of 30,000 restricted shares of the Company’s common stock.

On May 13, 2024, the Company acquired a 95.0% interest in Orocidin A/S (“Orocidin”), a Danish preclinical-stage biotechnology company advancing next-generation periodontitis therapies, in exchange for 3,800,000 restricted shares of the Company’s common stock.

On November 11, 2024, the Company announced that it had entered into an agreement to acquire 100% of the outstanding shares of Bio-Convert A/S (“Bio-Convert”), a Denmark-based preclinical-stage biotechnology company developing treatments for oral leukoplakia, in exchange for 12,000,000 restricted shares of the Company’s common stock.

On November 12, 2024, the Company acquired the remaining 29,663 outstanding shares, or approximately 5%, of Orocidin A/S in exchange for 200,000 restricted shares of the Company’s common stock, after which Orocidin A/S became a wholly owned subsidiary of the Company.

On November 27, 2024, the Company entered into a Professional Relations and Consulting Agreement with ESG Advisor Group, L.L.C. (“ESG”) for the provision of investor relations and related services. The term of the agreement was to expire on November 30, 2025, subject to termination by either party after three months on 30 days’ prior notice. On January 15, 2025, the Company elected to terminate the agreement as of February 27, 2025. Under the agreement, ESG was entitled to receive 19,500 shares of restricted common stock, which were issued on January 23, 2025.

Effective April 1, 2022, we issued to GK Partners ApS (“GK Partners”) , for financial services, a warrant (the “2022 GK Warrant”) to 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 31, 2023. The Company determined that the 2022 GK Warrant is not precluded from equity classification and was therefore recorded within additional paid-in capital on the Company’s consolidated balance sheets at its issuance date fair value. On December 22, 2023, the expiration date of the warrant, covering 570,500 remaining unexercised warrant shares, was extended to December 31, 2024. During the 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 per 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 shares. The exercise price was $10.00 per share for total proceeds of $576,000. On December 31, 2024 the 2022 GK Warrant expired.

Effective December 30, 2024, a new warrant was issued to GK Partners (the “2024 GK Warrant”) to purchase up to 1,000,000 shares of the Company’s common stock at an exercise price equal to the greater of $8.91 and the daily volume weighted average price of the common stock for the ten trading days immediately preceding the date of exercise. The 2024 GK Warrant expired on December 31, 2025. The Company determined that the 2024 GK Warrant was precluded from being classified within equity and was liability classified under ASC Topic 815, Derivatives and Hedging. During the year ended March 31, 2025, GK Partners exercised a portion of its 2024 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 $313,455. As of March 31, 2025, the 2024 GK Warrant was terminated. Therefore, as of March 31, 2026, the Company recognized no warrant liability on the consolidated balance sheet. The measurement of fair value of the 2024 GK Warrants was determined utilizing a Monte Carlo simulation model considering all relevant assumptions current as of March 31, 2026 presented in Note 6. The change in fair value resulting from the issuance of the 2024 GK Warrant was recognized in change in fair value of warrant liability (related party) in the amount of $172,715 on the consolidated statement of operations and comprehensive loss for the year ended March 31, 2025. On March 31, 2025, the 2024 GK Warrants were terminated, and the remaining shares were recorded at a fair value of $167,000 to additional paid in capital due to the related party relationship.

In October through March 2026, we issued to private investors a total of 1,850,036 restricted shares of our common stock, par value $0.001 per share. The purchase price ranged from $1.90-5.00 per share,

The shares of common stock have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state or other applicable jurisdiction’s securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state or other jurisdiction’s securities laws.

We claim 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) and (c) of Regulation D thereunder, since the foregoing issuances did not involve a public offering, each recipient was (i) an “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 each such recipient represented that it acquired the securities for investment only and not with a view toward, or for resale in connection with, the public sale or distribution thereof. The securities were offered without any general solicitation by us or our representatives. No underwriters or agents were involved in the foregoing issuances, and we paid no underwriting discounts or commissions. The shares are subject to transfer restrictions, and the certificates evidencing the securities 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. The issuance of the shares was also exempt under Regulation S under the Securities Act as the offering 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 the requirements of the Securities Act.

On March 13, 2026, the Company entered into an agreement with an unaffiliated party for the provision of consulting services for a fee consisting of 60,000 restricted shares of the Company’s common stock.

On March 16, 2026, the Company entered into an agreement with an unaffiliated party for the provision of consulting services for a fee consisting of 24,000 restricted shares of the Company’s common stock.

Issuer Purchase of Securities

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.

Securities Authorized for Issuance under Equity Compensation Plans as of the End of Fiscal 2026

Equity Compensation Plan Information

Stock Repurchase Plan

In June 2001, the Board of Directors adopted a share repurchase program authorizing the repurchase of up to 250,000 of our shares of common stock. In June 2004, the Board of Directors authorized the purchase of an additional 500,000 shares of common stock. In August 2025, the Board of Directors authorized the purchase of an additional 200,000 shares of common stock. Since June 2001, a total of 303,021 shares have been repurchased by us under the share repurchase program, leaving 646,979 shares remaining to be purchased under the share repurchase program. The Company repurchased 57,642 and zero shares during the fiscal years ended March 31, 2026 and 2025, respectively. The share repurchase program authorizes repurchases from time to time in open market transactions, through privately negotiated transactions, block transactions or otherwise, at times and prices deemed appropriate by management, and is not subject to an expiration date.

Stockholder Rights Plan

Our Board of Directors approved the adoption of a stockholder rights plan (the “Rights Plan”) under which all stockholders of record as of February 8, 2008 received rights to purchase shares of a new series of preferred stock (the “Rights”). The Rights were distributed as a dividend. Initially, the Rights attached to, and traded with, our common stock. Subject to the terms, conditions and limitations of the Rights Plan, the Rights become exercisable if (among other things) a person or group acquires 15% or more of our common stock. Upon such an event, and payment of the purchase price, each Right (except those held by the acquiring person or group) will entitle the holder to acquire shares of the Company’s common stock (or the economic equivalent thereof) having a value equal to 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 attempt to acquire us, the Rights Plan is intended to facilitate the full realization of our stockholder value and the fair and equal treatment of all of our stockholders. The Rights Plan will not prevent a takeover attempt. Rather, it is intended to guard against abusive takeover tactics and encourage anyone seeking to acquire us to negotiate with the Board of Directors. We did not adopt the Rights Plan in response to any particular proposal.

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Note Regarding Forward-Looking Statements

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.

Overview

Nordicus Partners Corporation is a U.S. publicly listed biotech company specializing in developing breakthrough therapeutics for diseases with unmet medical needs. Current portfolio companies include the three promising preclinical biotechnology companies Orocidin A/S, Bio-Convert A/S and NoviThera 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.

Our Business

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.

Nordicus’ portfolio diversification strategy positions it as a stable and resilient company, mitigating risk with significant upside potential.

Our Approach and Value Creation Process

Nordicus employs a 4-step value creation process:

We scout the Nordic region looking for early-stage life sciences companies developing drugs or treatments for diseases in high growth markets with significant unmet medical needs, all in potential multibillion USD markets.

After a vigorous due diligence process, the chosen companies will be offered to join Nordicus’ accelerator program. Once the chosen companies have become accelerator clients, Nordicus takes an active role in advising the management team, assisting with strengthening the companies’ Board of Directors and establishing Advisory Boards including making introductions to strategic partners and talent.

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.

Nordicus aims to take all portfolio companies’ drug developments through Phase I. Upon completion of Phase I, the following options will be considered:

Nordicus’ current life sciences portfolio consists of two promising preclinical biotechnology companies, Orocidin A/S and Bio-Convert A/S, 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.

Orocidin A/S is developing a proprietary first-of-its-kind medical treatment for aggressive periodontitis, with Bio-Convert A/S focused on a treatment 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 formulations, which ensure prolonged adhesion for 12-24 hours and controlled release of the active ingredient, enhancing drug efficacy and 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

Orocidin A/S has successfully completed a 14-day toxicology study in hamsters and two tests of effectiveness in a Beagle Dog Study and a Wistar Rat Study.

In the 14-day toxicology study, all animals exhibited high tolerance to the drug, with no adverse reactions or irritation at the buccal application site. No significant side effects were observed and more importantly, the necropsy cross-examination showed no changes 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/S’s drug, QR-01, having a direct effect on beagle dogs diagnosed 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.

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 prepares 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.

Results of Operations

Fiscal Year Ended March 31, 2026 Compared to the Fiscal Year Ended March 31, 2025

Revenue

During the year ended March 31, 2026, we had no revenue relating to consulting income compared to $5,000 for the year ended March 31, 2025, a decrease of $5,000 or 100%.

Operating Expenses

During the year ended March 31, 2026, we had officer compensation expense of $615,284 compared to $662,554 for the year ended March 31, 2025, a decrease of $47,270 or 7%. 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 consolidated financial statements for more information on these transactions.

For the 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 of $588,954 or 167%. The increase was primarily 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 Orodicin and Bio Convert.

For the year ended March 31, 2026, we had consulting expense of $317,960 compared to $248,878 expense for the year ended March 31, 2025, an increase of $69,082 or 28%. The increase is due to the issuance of restricted stock units to a third party as compensation for consulting services rendered during the year ended March 31, 2026 related to our Nasdaq uplist application.

For the year ended March 31, 2026, we had general and administrative expenses (“G&A”) of $890,055 compared to $331,724 for the year ended March 31, 2025, an increase of $558,331 or 168%. The increase in G&A expense is attributable to increased staff salaries along with the addition of additional administrative assistance, a media advisor, and an increase in costs related to directors and officers insurance resulting from the expansion of the business.

For the 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 31, 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 31, 2026, and by increased activities of NP Bioinnovation A/S. Both subsidiaries contributed a full year of operations following their respective acquisitions, with activities focused on advancing Orodicin and Bio Convert.

Other (Expense) Income

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.

Liquidity and Capital Resources

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, 2026, we used cash of $4,324,775 in operating activities compared to $1,284,615 used in operating activities during 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 section, and decreases in changes in assets and liabilities of $1,365,407, and net noncash operating activity of $545,229.

During the year ended March 31, 2026, we had net cash used in investing activities of $10,158 compared to $147,812 provided by investing activities during the year ended March 31, 2025. The decrease was primarily attributable to no acquisitions in the current year in which 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 proceeds from the issuance of common stock and the exercise of warrants.

Critical Accounting Estimates

Our management’s discussion and analysis of our financial condition and results of our operations is based on our 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 consolidated financial statements presented in this Form 10-K and related disclosure must be estimated, requiring management to make assumptions with respect to values or conditions that cannot be known with certainty at the time the 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.

Indefinite-lived Intangible Assets

We account for indefinite-lived intangible assets in accordance with ASC Topic 350, Intangibles - Goodwill and Other (“ASC 350”). Indefinite-lived intangible assets (e.g. IPR&D), are not amortized but instead are reviewed for impairment annually, or more frequently if an event occurs or circumstances change that indicate that an asset might be impaired. Pursuant to ASC 350, we test 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 assumptions including projected revenues, probability-adjusted development and commercialization assumptions, discount rates and other market participant assumptions. An impairment charge is recorded if the estimated fair value of such assets has decreased below their carrying values.

Fair Value of Financial Instruments

We follow paragraph 825-10-50-10 of the FASB ASC for disclosures about fair value of our financial instruments and paragraph 820-10-35-37 of the FASB ASC (“Paragraph 820-10-35-37”) to measure the fair value of our financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in U.S. GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Business Combinations

We account for business combinations under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations, where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill. Identifiable intangible assets with finite lives are amortized over their useful lives. Acquisition-related costs, including advisory, legal, accounting, valuation, and other costs, are expensed in the periods in which the costs are incurred. The results of operations of acquired businesses are included in the consolidated financial statements from the acquisition date.

Goodwill

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.

Off-Balance Sheet Arrangements

As of March 31, 2026, we did not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 8. Financial Statements and Supplementary Data

NORDICUS PARTNERS CORPORATION

TABLE OF CONTENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Nordicus Partners Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Nordicus Partners Corporation and Subsidiaries (“the Company”) as of March 31, 2026 and 2025, and the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the years in the two-year period ended March 31, 2026, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2026 and 2025, and the results of its operations and its cash flows for each of the years in the two-year period ended March 31, 2026, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has nominal revenue and has incurred losses since inception resulting in an accumulated deficit. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Impairment Analysis for In-Process R&D & Goodwill – Refer to Note 2 to the financial statements

Description of the Critical Audit Matter

The Company records material In-Process R&D and Goodwill balances as a result of the acquisition of two subsidiaries during prior periods. We determined such transactions to be material to the financial statements and involve subjective auditor judgement in evaluating the Company’s impairment analyses as of yearend. Therefore, we determined these transactions are critical audit matters.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to evaluating the Company’s impairment analyses of its indefinite-lived in-process research and development (“IPR&D”) assets and goodwill included the following, among others:

Fruci & Associates II, PLLC – PCAOB ID #05525

We have served as the Company’s auditor since 2023.

Spokane, Washington

July 14, 2026

NORDICUS PARTNERS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

The accompanying notes are an integral part of these consolidated financial statements.

NORDICUS PARTNERS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

The accompanying notes are an integral part of these consolidated financial statements.

NORDICUS PARTNERS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE YEARS ENDED MARCH 31, 2026 AND 2025

The accompanying notes are an integral part of these consolidated financial statements.

NORDICUS PARTNERS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

The accompanying notes are an integral part of these consolidated financial statements.

NORDICUS PARTNERS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026