As filed with the Securities
and Exchange Commission on December 17, 2024
Registration
No. __________
| OMB APPROVAL |
| OMB Number: |
3235-0066 |
| Expires: |
April 30, 2026 |
| Estimated average burden |
| hours per response |
28.25 |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
NORDICUS
PARTNERS CORPORATION
(Exact
name of registrant as specified in its charter)
| Delaware |
|
04-3186647 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(I.R.S.
Employer
Identification
No.) |
| |
|
|
280
South Beverly Dr., Suite 505
Beverly
Hills, CA |
|
90212 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
2024
Stock Incentive Plan
(Full
title of the plan)
Henrik
Rouf
President
and CEO
280
South Beverly Dr., Suite 505
Beverly
Hills, CA
(Name
and address of agent for service)
(310)
666-0750
(Telephone
number, including area code, of agent for service)
Copies
to:
Bennett
J. Yankowitz
Shumaker
Mallory LLP
280
South Beverly Dr., Suite 505
Beverly
Hills, CA
(424)
256-8560
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer ☐ |
|
Accelerated
filer ☐ |
| |
|
|
| Non-accelerated
filer ☒ |
|
Smaller
reporting company ☒ |
| |
|
|
| 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 7(a)(2)(B) of the Securities Act.
Part
I
INFORMATION
REQUIRED IN THE PROSPECTUS
The
information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement on Form S-8 (the “Registration
Statement”) in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”),
and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I of Form S-8 will be delivered
to the participants in the equity benefit plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities
Act.
Part
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents filed with the Securities and Exchange Commission (the “Commission”) by the registrant, Nordicus Partners
Corporation (“the Company”), pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), are hereby incorporated by reference in this Registration Statement:
(a)
Annual Report on Form 10-K for the fiscal year ended March 31, 2024;
(b)
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024;
(c)
Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024;
(d)
Registration Statement on Form S-1 (File No. 333-283709, filed on December 10, 2024) (the “S-1 Registration Statement”);
and
(e)
The description of the Company’s common stock contained in the S-1 Registration Statement.
All
documents the Company files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item
4. Description of Securities.
See
the description of the Company’s common stock in the S-1 Registration Statement.
Item
5. Interests of Named Experts and Counsel.
Bennett
J. Yankowitz, the Company’s Chief Financial Officer and Secretary and a member of its board of director, is Of Counsel to Shumaker
Mallory LLP, which has and continues to provide certain legal services to the Company, including a legal opinion as to the validity of
the securities to be issued pursuant to the Company’s 2024 Stock Incentive Plan.
Item
6. Indemnification of Directors and Officers.
The
Company is governed by the General Corporation Law of the State of Delaware (the “Delaware General Corporation Law”). Section
145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees
and individuals against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably
incurred by such person in connection with any threatened, pending, or completed actions, suits, or proceedings in which such person
is made a party by reason of such person being or having been a director, officer, employee, or agent to the Company. The Delaware General
Corporation Law provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under
any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. Article VII(B) of the Company’s amended
and restated certificate of incorporation provides for indemnification by the Company of its directors, officers, and employees to the
fullest extent permitted by the Delaware General Corporation Law. The Company has entered into indemnification agreements with each of
its current directors and executive officers to provide these directors and officers additional contractual
assurances regarding the scope of the indemnification set forth in the Company’s amended and restated certificate of incorporation
and amended and restated bylaws, and to provide additional procedural protections.
Section
102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director
or officer of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director or officer, except for liability (i) for any breach of the director’s or officer’s duty of loyalty
to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) in the case of directors, for unlawful payments of dividends or unlawful stock repurchases, redemptions, or other
distributions, or (iv) for any transaction from which the director or officer derived an improper personal benefit, provided that officers
may not be indemnified for actions by or in the right of the corporation. The Company’s amended and restated certificate of incorporation
provides for such limitation
of liability. In addition, the Company’ bylaws provide that the Company will indemnify, to the fullest extent permitted by law,
any person who is or was a party or is threatened to be made a party to any action, suit or proceeding by reason of the fact that he
or she is or was one of the Company’ directors or officers.
The
Company maintains standard policies of insurance under which coverage is provided (a) to its directors and officers against loss rising
from claims made by reason of breach of duty or other wrongful act and (b) to the Company with respect to payments that may be made by
the Company to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law. |
The
limitation of liability and indemnification provisions that are included in the Company’ amended and restated certificate of incorporation
and bylaws may discourage stockholders from bringing a lawsuit against the Company’ directors and executive officers for breach
of their fiduciary duties. They may also reduce the likelihood of derivative litigation against the Company’ directors and executive
officers, even though an action, if successful, might benefit the Company and other stockholders. Further, a stockholder’s investment
may be adversely affected to the extent that the Company pays the costs of settlement and damage awards against directors and executive
officers as required by these indemnification provisions. At present, the Company is not aware of any pending litigation or proceeding
involving any person who is or was one of its directors, officers, employees or other agents or is or was serving at its request as a
director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, for which indemnification
is sought, and the Company is not aware of any threatened litigation that may result in claims for indemnification.
See
also the undertakings set out in response to Item 9 herein.
Item
7. Exemption from Registration Claimed.
Not
applicable.
Item
8. Exhibits.
The
following exhibits are filed as part of this Registration Statement:
| * |
Filed
herewith |
| # |
Indicates
management contract or compensatory plan. |
Item
9. Undertakings.
A.
The undersigned Registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective Registration Statement.
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
Provided,
however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the Registration Statement.
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
B.
The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities offered herein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
C.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of
the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a
director, officer, or controlling person of the Registrant in the successful defense of any action, suit, or proceeding) is asserted
by such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Beverly Hills, State of California, on this 17th day of December,
2024.
| |
NORDICUS PARTNERS CORPORATION |
| |
|
|
| |
By: |
/s/
Henrik Rouf |
| |
Name:
|
Henrik
Rouf |
| |
Title:
|
Chief
Executive Officer and President |
POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Henrik Rouf and Bennett Yankowitz,
each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and
in their name, place, or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective
amendments), and to sign any registration statement for the same offering covered by this Registration Statement that is to be effective
upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, and to file the
same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or his, her, or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant
to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and
on the dates indicated.
| Signature |
|
Title |
|
Date |
| /s/
Henrik Rouf |
|
Chief
Executive Officer and President |
|
December
17, 2024 |
| |
|
(Principal
Executive Officer) |
|
|
| |
|
|
|
|
/s/
Bennett J. Yankowitz |
|
Chief
Financial Officer, Secretary and Director |
|
December
17, 2024 |
| |
|
(Principal
Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| /s/
Peter Severin |
|
Director |
|
December
17, 2024 |
| |
|
|
|
|
| |
|
|
|
|
| /s/
Henrik Keller |
|
Director |
|
December
17, 2024 |
Exhibit
5.1
December
17, 2024
Nordicus
Partners Corporation
280
South Beverly Dr., Suite 505
Beverly
Hills, CA 90212
| |
Re: |
Registration Statement on Form S-8 |
Ladies
and Gentlemen:
We
have acted as counsel to Nordicus Partners Corporation., a Delaware corporation (the “Company”), in connection
with the preparation and filing by the Company on the date hereof with the Securities and Exchange Commission (the
“Commission”) of a Registration Statement (the “Registration Statement”) on Form S-8 under the Securities
Act of 1933, as amended (the “Act”), relating to the issuance of up to 7,000,000 shares of common stock, $0.001 par
value per share (the “Shares”), which may be issued pursuant to the Company’s 2024 Stock Incentive Plan (the
“Plan”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under
the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related
Prospectus, other than as expressly stated herein with respect to the issue of the Shares.
As
such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter.
With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters
without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware
(the “DGCL”), and we express no opinion with respect to any other laws.
Subject
to the foregoing and the other matters set forth herein, it is our opinion that as of the date hereof, when the Shares shall have been
duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and have been issued
by the Company for legal consideration of not less than par value in the circumstances contemplated by the Plan, assuming in each case
that the individual issuances, grants or awards under the Plan are duly authorized by all necessary corporate action and duly issued,
granted or awarded and exercised in accordance with the requirements of law and the 2024 Plan (and the agreements duly adopted thereunder
and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the
Company, and such Shares will be validly issued, fully paid and non-assessable. In rendering the foregoing opinion, we have assumed
that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.
This
opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely
upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement.
In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Commission thereunder.
| |
Sincerely, |
| |
|
| |
/s/ Shumaker Mallory LLP |
Exhibit
23.2
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in
this Registration Statement to Form S-8 (File No. yet to be assigned) of our audit report dual dated July 2, 2024 and December 9, 2024,
with respect to the consolidated balance sheets of Nordicus Partners Corporation as of March 31, 2024 and 2023, and the related consolidated
statements of operations, changes in stockholders’ equity, and cash flows for each of the years in the two-year period ended March
31, 2024.
Our report relating to those financial statements
includes an emphasis of matter paragraph regarding substantial doubt as to the Company’s ability to continue as a going concern
as well as a paragraph about a reverse stock split.
Spokane, Washington
December 17, 2024
Exhibit
107
Calculation
of Filing Fee Table
Form
S-8
(Form
Type)
Nordicus
Partners Corporation
(Exact
Name of Registrant as Specified in its Charter)
Table
1: Newly Registered Securities
| Security
Type | |
Security
Class Title | |
Fee
Calculation Rule | | |
Amount
Registered(1) | | |
Proposed
Maximum Offering Price Per Unit(4) | | |
Maximum
Aggregate Offering Price | | |
Fee
Rate | | |
Amount
of Registration Fee | |
| Equity | |
Common
stock reserved for issuance pursuant to awards under the Registrant’s 2024 Incentive Stock Plan (the “2024 Plan”) | |
| 457 | (h) | |
| 7,000,000 | (2)(3) | |
$ | 3.25 | | |
$ | 22,750,000 | | |
| $153.10
per $1,000,000 | | |
$ | 3483.02 | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Total
Offering Amounts | |
| | | |
| | | |
$ | 22,750,000 | | |
| | | |
$ | 3483.02 | |
| Total
Fee Offsets(5) | |
| | | |
| | | |
| | | |
| | | |
| -0- | |
| Net
Fee Due | |
| | | |
| | | |
| | | |
| | | |
$ | 3483.02 | |
(1)
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement
(“Registration Statement”) shall also cover any additional shares of common stock that become issuable under the 2024 Plan
by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected without receipt of consideration
that results in an increase to the number of outstanding shares of common stock.
(2)
Any shares of common stock that are subject to awards under the 2024 Plan that (i) expire, lapse, or are terminated, are converted into
an award in respect of shares of another entity in connection with a spin-off or other similar event, are exchanged for cash, surrendered,
repurchased, or cancelled, in any case, in a manner that results in the Registrant acquiring the underlying shares at a price not greater
than the price paid by the participant or not issuing the underlying shares, (ii) are tendered or withheld to satisfy the grant, exercise
price, or tax withholding obligation with respect to any award, or (iii) are subject to stock appreciation rights that are not issued
in connection with the stock settlement of stock appreciation rights on exercise thereof, will be available for issuance as shares of
common stock under the 2024 Plan.
(3)
Represents 825,000 shares of common stock previously issued and 6,175,000 shares of common stock issuable upon the exercise of options
to purchase shares of common stock outstanding under the 2024 Plan as of the date of this Registration Statement.
(4)
Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(h) under the Securities Act. The proposed
maximum offering price per share and the proposed maximum aggregate offering price are based upon $3.25, which is the weighted-average
exercise price for common stock options outstanding under the 2024 Plan as of the date of this Registration Statement.
(5)
The Registrant does not have any fee offsets.
NORDICUS Partners (QB) (USOTC:NORDD)
Historical Stock Chart
Von Dez 2024 bis Jan 2025
NORDICUS Partners (QB) (USOTC:NORDD)
Historical Stock Chart
Von Jan 2024 bis Jan 2025
