Nordicus Partners Corporation filed a Form 8-K on November 4, 2026, disclosing the October 29, 2026 closing of a private placement in which 40,000 restricted shares of common stock were issued to two private investors at $2.00 per share, raising $80,000 in proceeds.

Key Highlights

  • Total shares issued: 40,000 restricted shares of common stock, par value $0.001 per share
  • Price per share: $2.00
  • Gross proceeds: $80,000
  • Closing date: October 29, 2026
  • Investor count: Two private investors, with subscription commitments received in July and October 2026
  • Exemptions claimed: Section 4(a)(2) and Rule 506(b) of Regulation D for U.S.-based investors; Regulation S Category 3 of Rule 903 for non-U.S. persons
  • Underwriters or agents: None involved; no underwriting discounts or commissions paid

Nordicus Partners Discloses Terms of October 2026 Private Share Issuance

According to the filing, Nordicus Partners Corporation (NASDAQ:NORD) received subscription commitments from two private investors during July and October 2026 for a combined 40,000 restricted shares of its common stock. The company disclosed that the offering closed on October 29, 2026, with shares issued at $2.00 per share, generating proceeds of $80,000. No underwriters or agents were involved, and the company paid no underwriting discounts or commissions.

The company disclosed that it is claiming an exemption from Securities Act registration under Section 4(a)(2) and Rule 506(b) of Regulation D with respect to U.S.-based investors. The filing states that each U.S.-based recipient was either an "accredited investor" and/or had access to documentation and information comparable to what a registration statement would require, and that each represented acquisition "for investment only and not with a view to, or for resale in connection with, the public sale or distribution thereof." The securities were offered, according to the filing, without any general solicitation by the company or its representatives.

For non-U.S. investors, the company disclosed that the issuance was also exempt under Regulation S, specifically Category 3 of Rule 903, stating the offering was made to non-U.S. persons in offshore transactions with no directed selling efforts in the United States. The filing notes that the shares are subject to transfer restrictions and that certificates carry a legend indicating the securities have not been registered under the Securities Act.

What Was Disclosed

Nordicus Partners Corporation reported the closing of a private placement of 40,000 restricted common shares at $2.00 per share to two investors, raising $80,000, with exemptions claimed under Section 4(a)(2), Rule 506(b), and Regulation S.