UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
Of the Securities Exchange Act of 1934
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective September 1, 2026, (the Board of Directors (the “Board”) of Nordicus Partners Corporation (the “Company”) appointed Elizabeth Addonizio to the Board to fill the vacancy left by the recent resignation of Andrew Ritter.
Elizabeth Addonizio is a finance professional with 25 years of business and leadership experience in venture and private equity investing and investment banking. She has spent the past decade investing with families and entrepreneurs in U.S.-based, sector-agnostic early-stage companies and has also served as a fractional CFO across diverse sectors. Previously, she was a managing director at Cranemere, where she evaluated middle-market private equity investments, served on the Investment Committee, and led diligence, financing, and acquisition activities. Earlier, she worked at Morgan Stanley advising on more than $25 billion in M&A, leveraged finance, and equity transactions. In addition to her work in finance, since 2004, Ms. Addonizio has served as an officer in the U.S. Navy Reserve. Currently, she is the board-selected Commanding Officer of the 30-member Navy Reserve Office of Naval Intelligence (ONI) Kennedy Maritime Analysis Center Unit in St. Louis, MO. During her twenty-plus years in the U.S. Navy, she has led numerous teams in support of U.S. European Command, ONI, Naval Criminal Investigative Service (NCIS), and the Defense Intelligence Agency (DIA). She also served 20 months of active military duty as an analyst on the personal staff of the then Commander of U.S. Central Command, General David Petraeus.
On September 1, 2026, the Company executed a Directors Agreement with Ms. Addonizio. Under the Director’s Agreement, Ms. Addonizio will receive (1) 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 and (2) options to purchase 25,000 shares of the Company’s common stock at $4.09 per share. All such options will be fully vested on the date of grant and be issued as Incentive Stock Options under and be subject to the terms and conditions of the Company’s 2024 Stock Incentive Plan.
| 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 | Directors Agreement, dated as of September 1, 2026, between the Company and Elizabeth Addonizio. | X | ||||||||
| 10.2 | Indemnification Agreement, dated as of September 1, 2026, between the Company and Elizabeth Addonizio. | X | ||||||||
| 99.1 | Press Release dated September 2, 2026 | X | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | X | ||||||||
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: September 4, 2026 | NORDICUS PARTNERS CORPORATION | |
| By: | /s/ Henrik Rouf | |
| Henrik Rouf | ||
| Chief Executive Officer | ||