Form 8-K

8-K — Nordicus Partners Corp

Accession: 0001493152-26-046939

Filed: 2026-10-14

Period: 2026-10-14

CIK: 0001011060

SIC: 8742 (SERVICES-MANAGEMENT CONSULTING SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Financial Statements and Exhibits

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

DC 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d)

the Securities Exchange Act of 1934

October

14, 2026 (October 8, 2026)

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

Incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

280

South Beverly Drive, Suite 505, Beverly Hills, CA 90212

(Address

of Principal Executive Offices)

(424)

256-8560

(Registrant’s

Telephone Number)

(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

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 ☐

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

1.01 Entry into a Material Definitive Agreement.

October 8, 2026, Nordicus Partners Corporation (“we” or the “Company”) issued to AC Nordic ApS (the “Lender”)

a Promissory Note (the “Note”) in the principal amount of $75,000. The Note is payable on demand and bears interest at a

rate equal to the lesser of 6.0% per annum and the maximum rate permitted by applicable law. Interest is calculated on the basis of a

365-day year and actual days elapsed.

The

Lender is wholly owned and controlled by Torben Jensen, a member of the Company’s Board of Directors. Accordingly, the Note constitutes

a related-party transaction. The Note and its terms were reviewed and approved by the disinterested members of the Board of Directors,

with Mr. Jensen abstaining, after full disclosure of Mr. Jensen’s interest. The Company intends to use the proceeds of the Note

for working capital and general corporate purposes.

The

outstanding principal balance, together with all accrued and unpaid interest, is due and payable on demand by the Lender. In the event

of default, including nonpayment or certain insolvency events, the Lender may declare all amounts immediately due and payable and may

pursue customary remedies, including collection costs and attorneys’ fees. The Company may prepay the Note, in whole or in part,

at any time without premium or penalty. Payments made under the Note are applied first to accrued interest and then to principal.

copy of the Note is filed as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing summary of the terms of the Note is subject

to, and qualified in its entirety by, the Note, which is incorporated herein by reference.

The

Note was issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended

(the “Securities Act”), as a transaction by an issuer not involving a public offering. The Lender is an entity controlled

by a director of the Company, had access to information concerning the Company, and represented that it acquired the Note for investment

purposes. The Note has not been registered under 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.

This

current report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there

be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration

or qualification under the securities laws of any such state or jurisdiction.

Item

2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The

information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 in its entirety.

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

Promissory Note, dated October 8, 2026, issued by the Company to AC Nordic ApS.

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: October 14, 2026

NORDICUS

PARTNERS CORPORATION

By:

/s/

Henrik Rouf

Chief Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit 10.1

Demand

Note

$75,000.00

October

8, 2026

Beverly

Hills, California

For

value received, Nordicus Partners Corporation, a Delaware corporation (“Maker”),

promises to pay to the order of AC Nordic ApS, a Danish private limited company

(“Payee”) at Strandvejen 60, 5, 2900 Hellerup, Denmark, or at such other location as Payee may from time to time designate,

the principal sum of Seventy Five Thousand and no/100 Dollars ($75,000.00), or so much thereof as shall be outstanding from time

to time, together with interest thereon from the date hereof until this Note has been paid in full on the terms and conditions contained

herein.

Interest shall accrue on the outstanding principal balance hereunder at a per annum rate equal to the lesser of (i) 6.0 percent and (ii)

the highest annual rate which may lawfully be charged and collected under applicable law on the obligations evidenced by this Note. Interest

hereunder shall be computed on the basis of a 365-day year and actual days elapsed.

The entire unpaid principal balance, together with all accrued and unpaid interest, shall be due and payable on demand (the “Maturity

Date”). All accrued and unpaid interest shall be due and payable on the Maturity Date.

Maker shall have the right to prepay this Note, in whole or in part, at any time without premium or penalty.

All payments shall be applied first to interest on the outstanding principal balance at the interest rate stated in this Note and any

balance shall then be applied to reduction of principal, and interest shall thereafter cease on the principal so paid. Principal and

interest shall be payable in lawful money of the United States.

The occurrence of any of the following shall constitute an “Event of Default” hereunder:

(a)

Default in the payment of any interest or principal on this Note when due or in the performance of any other obligation of Maker hereunder

pursuant to the terms hereof.

(b)

The filing by Debtor of any petition for relief under any applicable bankruptcy or insolvency law.

Upon

the occurrence of any such Event of Default, then in addition to all other rights and remedies set forth herein, or at law or in equity,

the entire unpaid balance of principal on this Note, together with all accrued interest thereon may be declared by Payee to be immediately

due and payable without notice to Maker.

If this Note is not paid when due or if an Event of Default occurs, Maker promises to pay all costs of collection, including, but not

limited to, reasonable attorneys’ fees incurred by Payee on account of such collection, whether or not suit is filed hereon.

Except as expressly provided herein, Maker waives presentment, demand, notice, protest and all other demands or notices in connection

with the delivery, acceptance, endorsement, performance, default, or enforcement of this Note, assents to any and all extensions or postponements

of the time of payment or any other indulgence, to any substitution, exchange, or release of security, and/or to the addition or release

of any other party or person primarily or secondarily liable.

This Note shall be governed by and construed in accordance with the laws of the State of California.

Reference in this Note to “Payee” shall mean the original Payee hereunder so long as such payee shall be the holder of this

Note and thereafter shall mean any subsequent holder of this Note.

10.

Time is of the essence of each obligation of Maker hereunder.

11.

No delay or omission on the part of Payee in exercising any rights hereunder, or any other instrument given to secure this Note, whether

before or after a default or Event of Default hereunder or under said instruments, shall operate as a waiver of such right or default

or Event of Default or of any other right hereunder or under said instruments, and the acceptance at any time by Payee of any past-due

amounts shall not be deemed to be a waiver of the right to require prompt payment when due of any other amounts then or thereafter due

and payable hereunder or thereunder.

12.

In the event that any provision of this Note shall become declared inoperable by any Court or become inoperable as a result of any law

or ruling hereafter adopted by any governmental authority, the remainder of its terms shall remain in full force and effect and modification

of the terms hereof required by law shall apply as though the same were an original term or condition hereof.

13.

The remedies of Payee as provided herein or at law or in equity, shall be cumulative and concurrent, and may be pursued singly, successively,

or together at the sole discretion of Payee.

14.

Maker may not assign its duties and obligations under this Note without the prior written consent of Payee, which consent may be given

or denied in Payee’s sole and absolute discretion. Payee may not assign its rights, duties and obligations under this Note to any

person or entity, other than an affiliate of Payee, without the prior written consent of Maker, which consent may be given or denied

in Maker’s sole and absolute discretion.

Maker:

Nordicus

Partners Corporation

a Delaware corporation

By:

/s/

Bennett J. Yankowitz

Chief Financial Officer

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