NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

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 at the First Closing and an additional 469,175 shares at the March 15, 2022 second closing, after which 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 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 for 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 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 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 a 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.

Description of Business

Nordicus Partners Corporation (“Nordicus” or the “Company”) is a 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 formed a third subsidiary, NoviThera, also to be 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 ensuring prolonged adhesion for 12-24 hours and controlled release of the active ingredient, enhancing drug efficacy and patients’ outcomes – a major advancement over normal gels and creams.

NoviThera is developing a drug for the treatment of psoriasis, an Immune-medicated 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-days toxicology study, all animals exhibited high tolerance to the drug, with no adverse reactions and irritation at the buccal application site. No significant side effects were observed and more importantly, the necroscopic 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 drug, QR-01, having a direct effect on periodontitis diagnosed beagle dogs. 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 prepare 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 2 methods. The first Phase IIa clinical trials study 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 are 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 & antiviral effects, reducing the risk of dysplasia and enabling more precise and efficient treatment, compared to any methods used today.

Bio-Convert obtained a toxicity waiver from the Danish Medicine Agency’s (DKMA) for QR-02 and is currently finalizing its GMP (Good Manufacturing Practice) product to be completed by December 2026 in Germany. Bio-Convert anticipates moving into Phase IIa clinical trials in Europe beginning 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.