UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

Of the Securities Exchange Act of 1934

~~August 11~~September 19, 2025 (~~August~~September 718, 2025)

Date of report (date of earliest event reported)

Nordicus Partners Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware

Commission File No. 001-11737

04-3186647

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

280 South Beverly Dr., Suite 505, Beverly Hills, CA 90212

(Address of Principal Executive Offices)

(424) 256-8560

(Registrant’s Telephone Number)

~~3651 Lindell Road, Suite D565, Las Vegas, NV, 89103~~ (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of each exchange on which registered
None		None		None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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. ☐

Item 7 1.01 ~~Regulation~~Entry FDinto ~~Disclosure~~a Material Definitive Agreement.

In July ~~accordance~~through ~~with~~September ~~Regulation FD~~2025, we ~~are~~issued ~~furnishing~~to ~~certain~~54 ~~valuation~~private ~~reports~~investors ~~(the~~a ~~“Valuations”)~~total ~~that~~of ~~Nordicus~~1,057,500 ~~Partners~~restricted ~~Corporation~~shares ~~(the~~of ~~“Company”) may~~our ~~furnish~~common ~~to analysts~~stock, ~~investors~~par value ~~and~~$0.01 ~~others~~per ~~regarding~~share. ~~its~~The ~~wholly~~price ~~owned~~per ~~subsidiaries,~~share ~~Orocidin~~was ~~A/S~~$1.90. ~~(“Orocidin”)~~On ~~and~~September ~~Bio-Convert A/S (“Bio-Convert”)~~18, ~~on or after August 11,~~ 2025. ~~The~~we ~~Valuations~~determined ~~are~~to ~~attached~~close ~~hereto~~the asprivate ~~Exhibits~~offering ~~99.1~~of ~~through 99.2~~such ~~and will be available~~ shares on ~~the~~these ~~Company’s website at nordicuspartners~~terms.~~com.~~

The shares ~~Valuations~~of ~~were~~common ~~prepared solely~~stock ~~for~~have not been registered under the ~~purpose~~Securities Act of ~~assisting~~1933, as amended (the ~~Board~~“Securities ofAct”), ~~Directors~~or inany state ~~evaluating~~or ~~Orocidin’s~~other ~~and~~applicable ~~Bio-Convert~~jurisdiction’s ~~fair~~securities ~~market~~laws, ~~value~~ and ~~should~~ may not be ~~relied~~offered ~~upon~~or ~~for~~sold ~~any~~in ~~other~~the ~~purpose.~~United ~~The~~States ~~independent~~absent ~~Valuations~~registration or ~~were~~an ~~performed~~applicable byexemption ~~Stanton~~from ~~Park~~the ~~Advisors~~registration ~~LLC,~~requirements ~~which~~of ~~not is~~the ~~affiliated~~Securities ~~with~~Act ~~the~~and ~~Company.~~applicable state or other jurisdiction’s securities laws.

~~The specific valuation~~This ~~methods~~current ~~used~~report byon ~~Stanton~~Form ~~Park~~8-K ~~Advisors~~shall innot ~~the~~constitute ~~determination~~an ofoffer ~~value~~to ~~were~~sell ~~based~~or ~~upon~~ the ~~performance~~solicitation of ~~investigative~~an ~~procedures~~offer ~~that Stanton~~to ~~Park~~buy ~~Advisors~~these ~~considered~~securities, ~~necessary~~nor ~~under~~shall ~~the~~there be ~~circumstances.~~any ~~These~~sale ~~procedures~~of ~~include~~these ~~discussions~~securities ~~with~~in ~~Orocidin’s~~any ~~and~~state ~~Bio-Convert’s management~~or ~~regarding~~jurisdiction ~~the~~in ~~history~~which ofsuch ~~the business~~offer, assolicitation ~~well~~or assale ~~detailed~~would ~~discussions~~be ofunlawful ~~Orocidin’s~~prior ~~and~~to ~~Bio-Convert’s recent~~registration ~~financial~~or ~~performance~~qualification ~~and~~under ~~operations;~~the ~~its~~securities ~~expected~~laws ~~future~~of ~~performance;~~any ~~and~~such ~~other~~state ~~factors~~or ~~Stanton Park Advisors considered relevant~~jurisdiction.

~~Stanton Park Advisors~~Item ~~evaluated internal and external factors influencing the value of Orocidin and Bio-Convert, respectively, which were reviewed, analyzed, and interpreted~~3. ~~Internal factors included Orocidin’s and Bio-Convert’s respective financial positions, results of their respective operations, and the size and marketability of the interest being valued~~02. ~~External~~Unregistered ~~factors~~Sales ~~included – among other things – the status~~ of ~~the~~Equity ~~industry and the position of Orocidin and Bio-Convert relative to the industry~~Securities.

~~This~~As described ~~report~~above ~~contains forward-looking statements, including financial projections used~~ in ~~the Valuation~~Item ~~analyses~~1.01, ~~Actual~~which ~~results~~disclosures ~~may~~are ~~differ~~incorporated ~~materially~~by ~~due~~reference toin ~~risks~~this ~~and~~Item ~~uncertainties~~3.02 ~~The~~in ~~Valuations~~their ~~represent~~entirety, ~~the~~in ~~opinion~~July ofthrough ~~the independent~~September ~~appraisers~~2025, aswe ofissued ~~the~~to ~~respective~~54 ~~Valuation~~private ~~dates~~investors ~~and do not constitute~~ a ~~guarantee~~total of ~~future~~1,057,500 ~~value~~restricted orshares ~~performance.~~of ~~This~~our ~~disclosure~~common isstock ~~provided solely~~at ~~for~~a ~~informational~~purchase ~~purposes~~price ~~and~~of ~~does not constitute an offer to buy or sell any securities~~$1. ~~Neither the Company nor either Valuation~~90 ~~firm~~per ~~makes any representation or assumes any liability to any third party who may rely upon the Valuation or this disclosure~~share.

We claim ~~undertake~~an noexemption ~~duty~~from orregistration ~~obligation~~ for the issuance of the shares pursuant to ~~publicly~~Section ~~update~~4(a)(2) of the Securities Act and/or ~~revise~~Rule ~~the~~506(b) and ~~information~~(c) ~~contained~~of inRegulation D thereunder, since the ~~Valuations~~foregoing issuances did not involve a public offering, ~~although~~each werecipient ~~may~~was do(i) soan ~~from~~“accredited investor”; ~~time~~and/or (ii) had access to ~~time.~~similar ~~Any~~documentation ~~such~~and ~~updating~~information ~~may~~ as would be ~~made~~required ~~through~~in a registration statement under the ~~filing~~Securities ofAct, ~~other~~and ~~reports~~each orsuch ~~documents~~recipient ~~with~~represented that it acquired the ~~SEC,~~securities ~~through~~for ~~press~~investment ~~releases~~only and not with a view towards, or ~~through~~for ~~other~~resale in connection with, the public ~~disclosure~~sale or distribution thereof. InThe ~~accordance~~securities were offered without any general solicitation ~~with~~by ~~General~~us ~~Instruction~~or Bour representatives.2 ofNo ~~Form~~underwriters ~~8-K,~~or agents were involved in the ~~information~~foregoing ~~furnished~~issuances, ~~pursuant~~and towe ~~Item~~paid 7no underwriting discounts or commissions.01 The securities sold are subject to transfer restrictions, ~~including~~and the ~~exhibits~~certificates ~~furnished~~evidencing ~~herewith, shall~~the ~~not~~securities becontain ~~deemed~~an ~~“filed”~~appropriate legend ~~for~~stating ~~purposes~~that ofsuch ~~Section~~securities 18have ofnot been registered under the Securities ~~Exchange~~ Act ofand ~~1934,~~may asnot ~~amended~~be ~~(the~~offered ~~“Exchange~~or sold absent registration ~~Act”),~~or ~~nor~~pursuant ~~shall~~to itan beexemption ~~deemed~~therefrom. ~~incorporated~~The byissuance ~~reference~~of inthe ~~any~~shares ~~filing~~was also exempt under Regulation S under the Securities Act ofas ~~1933,~~the offering aswas ~~amended,~~made orto ~~the~~non-U.S. ~~Exchange Act~~Persons, ~~except~~was asmade ~~shall~~with beno ~~expressly~~directed ~~set~~selling ~~forth~~efforts byin ~~specific~~the ~~reference~~U.S. and otherwise were made in ~~such~~accordance awith the ~~filing~~requirements of the Securities Act.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number		Description
99.1		Stanton Park Advisors LLC , Valuation of Bio-Convert’s QR-02 as of June 30, 2025
99.2		Stanton Park Advisors LLC , Valuation of Orocidin’s QR-01 as of June 30, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: August 11, 2025	Nordicus Partners Corporation
Dated: September 18, 2025	Nordicus Partners Corporation
	By:	/s/ Henrik Rouf
		Henrik Rouf
		Chief Executive Officer

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