Nordicus Partners Corporation filed a Form 8-K on November 10, 2026, disclosing that on November 5, 2026, it issued Convertible Grid Promissory Notes totaling $1,200,000 in principal to four investors, in exchange for $1,000,000 in aggregate cash proceeds.

Key Highlights

  • Four notes issued: Keystone Capital Partners LLC, Seven Knots LLC, 5T Capital Partners LP, and Creo Investments LLC each received a Convertible Grid Promissory Note with a principal amount of $300,000, totaling $1,200,000.
  • Cash received: Each investor paid $250,000 in cash, for a combined $1,000,000 in total proceeds to the company, according to the filing.
  • Interest rate and maturity: Each note bears interest at 5.0% per annum and matures on November 3, 2027, with principal due and payable at maturity.
  • Commitment Shares: The company agreed to issue 125,000 shares of common stock to each investor as consideration for their funding commitment, totaling 500,000 shares.
  • Conversion terms: Conversion is available only upon an Event of Default and only on or after August 3, 2027, at a conversion price equal to 90% of the 10-trading-day VWAP prior to the conversion request.
  • Prepayment premium: The company may prepay all or part of any note at any time, subject to a premium of 120% of the outstanding principal balance at the time of prepayment.
  • Registration deadline: The company is required to file a registration statement covering resale of all shares issuable upon conversion on or prior to December 1, 2026.

Nordicus Partners Corporation Issues Convertible Notes and Commitment Shares in November 2026 Private Financing

According to the filing, Nordicus Partners Corporation (NASDAQ:NORD), headquartered at 280 South Beverly Drive, Suite 505, Beverly Hills, CA 90212, entered into the note agreements as of November 3, 2026, with funding occurring on November 5, 2026. The four investors - Keystone Capital Partners LLC, Seven Knots LLC, 5T Capital Partners LP, and Creo Investments LLC - each received a Convertible Grid Promissory Note with a face amount of $300,000 in exchange for $250,000 in cash, resulting in $1,200,000 in aggregate principal and $1,000,000 in aggregate cash proceeds to the company.

The filing disclosed that conversion rights are conditional: each investor may convert outstanding principal and accrued but unpaid interest into common stock only upon the occurrence and continuation of an Event of Default, and only from and after August 3, 2027. The conversion price is set at 90% of the volume-weighted average price of the common stock over the 10 trading days prior to the conversion request. The filing further noted that if the company's common stock becomes subject to DTC deposit restrictions or trading restrictions and the company fails to cure such condition within ten business days of written notice, an additional 5% discount will apply to the conversion price, and a flat fee of $750.00 per conversion will be charged to the company.

The company disclosed that the notes, commitment shares, and any conversion shares have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws. The company is obligated to prepare and file a registration statement covering resale of all shares issuable upon conversion on or prior to December 1, 2026, on Form S-3 or such other available form. The company stated it will bear all registration expenses, excluding underwriting discounts and commissions attributable to shares sold by the investors. Copies of the notes were filed as Exhibits 10.1 through 10.4 to the Current Report.

What Was Disclosed

Nordicus Partners Corporation disclosed the issuance of four Convertible Grid Promissory Notes totaling $1,200,000 in principal to four named investors in exchange for $1,000,000 in cash, along with 500,000 commitment shares of common stock, with a registration statement required by December 1, 2026.