UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2025

☐

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-11737

NORDICUS PARTNERS CORPORATION

(Name of small business issuer 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)

Issuer’s telephone number (310) 666-0750

Securities registered under Section 12(b) of the Exchange Act:

None		None
Title of each class		Name of each exchange on which registered

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value per share

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of ~~August~~November 1912, 2025, there were 1718,~~866~~566,~~551~~360 shares of the registrant’s Common Stock outstanding.

NORDICUS PARTNERS CORPORATION AND SUBSIDIARIES

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION	3
Item 1	Unaudited Condensed Consolidated Financial Statements	3
	Condensed Consolidated Balance Sheets at June 30, 2025 (unaudited) and March 31, 2025	3
	Condensed Consolidated Balance Sheets at September 30, 2025 (unaudited) and March 31, 2025	3
	Condensed Consolidated Statements of Operations and comprehensive income (loss) for the three months ended June 30, 2025 and 2024 (unaudited)	4
	Condensed Consolidated Statements of Operations and comprehensive income (loss) for the three and six months ended September 30, 2025 and 2024 (unaudited)	4
	Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three months ended June 30, 2025 and 2024 (unaudited)	5
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended September 30, 2025 and 2024 (unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the three months ended June 30, 2025 and 2024 (unaudited)	6
	Condensed Consolidated Statements of Cash Flows for the six months ended September 30, 2025 and 2024 (unaudited)	6
	Notes to Condensed Consolidated Financial Statements (unaudited)	7
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3	Quantitative and Qualitative Disclosures About Market Risk	2627
Item 4	Controls and Procedures	2627
PART II	OTHER INFORMATION	2728
Item 1.	Legal Proceedings	2728
Item 1A.	Risk Factors	2728
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	2728
Item 3	Defaults Upon Senior Securities	2728
Item 4	Mine Safety Disclosures	2728
Item 5	Other Information	2728
Item 6	Exhibits	2728
	Signatures	2829

PART I - FINANCIAL INFORMATION

Item 1. Unaudited Financial Statements

NORDICUS PARTNERS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2025			March 31, 2025
	September 30, 2025			March 31, 2025
	(unaudited)	~~(unaudited)~~
ASSETS
Current assets:
Cash	$	8242,~~418~~155		$	19,914
Prepaid expenses and other current assets		~~153~~242,~~041~~199			37,656
Total current assets		~~161~~484,~~459~~354			57,570
In-process research and development		46,~~565~~402,~~396~~880			42,708,079
Goodwill		27,793,029			25,490,751
Property, Plant, and Equipment		7,730			—
Investment in Mag Mile Capital, Inc.		1,550,000			1,925,000
Intangible assets		3,103			—
Other assets		54,574			64,929
Goodwill		27,696,030			25,490,751
Total assets	$	76,124,458		$	70,246,329
Investment in Mag Mile Capital, Inc.		1,250,000			1,925,000
Other assets		38,724			64,929
Total assets	$	75,882,821		$	70,246,329
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	1,~~619~~006,~~103~~875		$	1,062,661
Total current liabilities		1,~~619~~006,~~103~~875			1,062,661
Deferred tax liability		10,~~244~~208,~~387~~633			9,318,414
Total liabilities		11,~~863~~215,~~490~~508			10,381,075
Commitments and contingencies		—			—
Stockholders’ equity:
Preferred stock, Series A Junior; $0.001 par value; 500,000 shares authorized; no shares issued and outstanding		—			—
Preferred stock, undesignated; $0.001 par value; 4,500,000 shares authorized; no shares issued and outstanding		—			—
Preferred stock, value		—			—
Common Stock; $0.001 par value; 50,000,000 shares authorized; 17,341,502 and 17,252,502 shares issued and outstanding at June 30, 2025 and March 31, 2025, respectively		17,342			17,253
Common Stock; $0.001 par value; 50,000,000 shares authorized; 18,399,002 and 17,252,502 shares issued and outstanding at September 30, 2025 and March 31, 2025, respectively		18,399			17,253
Treasury stock; 154 shares at cost		(30,328	)		(30,328	)
Additional paid-in capital		~~106~~108,~~457~~603,~~673~~410			106,047,792
Accumulated other comprehensive income (loss)		5,808,015			615,385
Accumulated other comprehensive income		5,579,040			615,385
Accumulated deficit		(4749,~~991~~503,~~734~~208	)		(46,784,848	)
Total stockholders’ equity		64,~~260~~667,~~968~~313			59,865,254
Total liabilities and stockholders’ equity	$	7675,~~124~~882,~~458~~821		$	70,246,329

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

NORDICUS PARTNERS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(Unaudited)

	2025			2024			2025			2024
	For the three months ended						For the six months ended
	June 30,
	September 30,						September 30,
	2025			2024			2025			2024
Revenue	$	—		$	—2,500		$	—		$	2,500
Operating expenses:
Officer compensation		65285,~~354~~398			49,~~442~~104			350,752			98,546
Professional fees		~~277~~119,~~771~~192			2546,~~782~~428			396,963			72,210
Consulting expense		—3,160			~~150,000~~—			3,160			150,000
General and administrative		65349,~~112~~027			3271,~~945~~154			414,139			104,099
Research and development		~~423~~454,~~649~~701			—343,209			878,350			343,209
Total operating expenses		~~831~~1,~~886~~211,478			~~258~~509,~~169~~895			2,043,364			768,064
Loss from operations		(~~831~~1,~~886~~211,478	)		(~~258~~507,~~169~~395	)		(2,043,364	)		(765,564	)
Other (expense) income:
Change in fair value of investment		(375,000	)		—
Interest expense		4			(1	)		4			(1	)
Total other (expense) income		(375,000	)		—
Change in fair value of investment		(300,000	)		—			(675,000	)		—
Loss before provision for income taxes		(1,206,886	)		(258,169	)
Total other (expense) income		(299,996	)		(1	)		(674,996	)		(1	)
Provision for income tax		—			—
Loss before provision for income taxes		(1,511,474	)		(507,396	)		(2,718,360	)		(765,565	)
Net loss	$	(1,206,886	)	$	(258,169	)
Provision for income tax		—			—			—			—
Other comprehensive income (loss):
Net loss		(1,511,474	)		(507,396	)		(2,718,360	)		(765,565	)
Foreign currency translation adjustment		5,192,630			(230	)
Net loss attributable to noncontrolling interests		—			(6,611	)		—			(6,611	)
Comprehensive income (loss)	$	3,985,744		$	(258,399	)
Net loss attributable to Nordicus Partners Corporation	$	(1,511,474	)	$	(500,785	)	$	(2,718,360	)	$	(758,954	)
Net loss per share attributable to Nordicus Partners Corporation - basic and diluted	$	(0.07	)	$	(0.08	)
Other comprehensive income (loss):
Weighted average common shares outstanding - basic and diluted		17,291,062			3,130,544
Foreign currency translation adjustment		(228,975	)		16,771			4,963,655			16,541
Comprehensive income (loss)	$	(1,740,449	)	$	(490,625	)	$	2,245,295		$	(749,024	)
Net loss per share attributable to Nordicus Partners Corporation - basic and diluted	$	(0.08	)	$	(0.10	)	$	(0.15	)	$	(0.19	)
Weighted average common shares outstanding - basic and diluted		17,877,902			4,960,079			17,583,155			4,050,313

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

NORDICUS PARTNERS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE AND SIX MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2025 AND 2024

(Unaudited)

	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Stock			Income (Loss)			to Parent			Interest		Equity
	Common Stock				Preferred Stock, Series A Junior				Preferred Stock, Undesignated				Additional Paid-in		Accumulated			Treasury			Accumulated Other Comprehensive			Total Equity Attributed			Non- Controlling		Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Stock			Income (Loss)			to Parent			Interest		Equity
Balance at March 31, 2025		17,252,502	$	17,253		—	$	—		—	$	—	$	106,047,792	$	(46,784,848	)	$	(30,328	)	$	615,385		$	59,865,254		$	—	$	59,865,254
Issuance of common stock		89,000		89		—		—		—		—		409,881		—			—			—			409,970			—		409,970
Foreign currency translation adjustment		—		—		—		—		—		—		—		—			—			5,192,630			5,192,630			—		5,192,630
Net loss		—		—		—		—		—		—		—		(1,206,886	)		—			—			(1,206,886	)		—		(1,206,886	)
Balance at June 30, 2025		17,341,502	$	17,342		—	$	—		—	$	—	$	106,457,673	$	(47,991,734	)	$	(30,328	)	$	5,808,015		$	64,260,968		$	—	$	64,260,968
Stock-based compensation		—		—		—		—		—		—		137,544		—			—			—			137,544			—		137,544
Issuance of common stock		1,057,500		1,057		—		—		—		—		2,008,193		—			—			—			2,009,250			—		2,009,250
Foreign currency translation adjustment		—		—		—		—		—		—		—		—			—			(228,975	)		(228,975	)		—		(228,975	)
Net loss		—		—		—		—		—		—		—		(1,511,474	)		—			—			(1,511,474	)		—		(1,511,474	)
Balance at September 30, 2025		18,399,002	$	18,399		—	$	—		—	$	—	$	108,603,410	$	(49,503,208	)	$	(30,328	)	$	5,579,040		$	64,667,313		$	—	$	64,667,313

	Common Stock				Preferred Stock, Series A Junior				Preferred Stock, Undesignated				Additional Paid-in		Accumulated			Treasury				~~AccumulatedOther~~Accumulated Other Comprehensive			Total Equity Attributed			Non- Controlling			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Stock				Income (Loss)			to Parent			Interest			Equity
Balance at March 31, 2024		1,110,226	$	1,110		—	$	—		—	$	—	$	45,696,761	$	(43,883,527	)	$	(30,328	)	$		(2,848	)	$	1,781,168		$	—		$	1,781,168
Balance		1,110,226	$	1,110		—	$	—		—	$	—	$	45,696,761		(43,883,527	)		(30,328	)			(2,848	)		1,781,168		$	—			1,781,168
Common Stock issued in Orocidin business combination		3,800,000		3,800		—		—		—		—		18,996,200		—			—				—			19,000,000			—			19,000,000
Exercise of warrants		6,000		6		—		—		—		—		59,994		—			—				—			60,000			—			60,000
Common Stock issued for services		30,000		30		—		—		—		—		138,949		—			—				—			138,979			—			138,979
Forgiveness of debt - related party		—		—		—		—		—		—		13,886		—			—				—			13,886			—			13,886
Recognition of non-controlling interest in acquisition of Orocidin		—		—		—		—		—		—		—		—			—				—			—			450,000			450,000
Foreign currency translation adjustment		—		—		—		—		—		—		—		—			—				(230	)		(230	)		—			(230	)
Net loss		—		—		—		—		—		—		—		(258,169	)		—				—			(258,169	)		—			(258,169	)
Balance at June 30, 2024		4,946,226	$	4,946		—	$	—		—	$	—	$	64,905,790	$	(44,141,696	)	$	(30,328	)		$	(3,078	)	$	20,735,634		$	450,000		$	21,185,634
Balance		4,946,226	$	4,946		—	$	—		—	$	—	$	64,905,790	$	(44,141,696	)	$	(30,328	)		$	(3,078	)	$	20,735,634		$	450,000		$	21,185,634
Exercise of warrants		19,400		20		—		—		—		—		193,980		—			—				—			194,000			—			194,000
Orocidin issuance of common stock in capital raise		—		—		—		—		—		—		183,663		—			—				—			183,663			9,667			193,330
Foreign currency translation adjustment		—		—		—		—		—		—		—		—			—				16,771			16,771			—			16,771
Net loss		—		—		—		—		—		—		—		(500,785	)		—				—			(500,785	)		(6,611	)		(507,396	)
Balance at September 30, 2024		4,965,626	$	4,966		—	$	—		—	$	—	$	65,283,433	$	(44,642,481	)	$	(30,328	)		$	13,693		$	20,629,283		$	453,056		$	21,082,339
Balance		4,965,626	$	4,966		—	$	—		—	$	—	$	65,283,433	$	(44,642,481	)	$	(30,328	)		$	13,693		$	20,629,283		$	453,056		$	21,082,339

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

NORDICUS PARTNERS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	2025			2024
	For the three months ended
	For the six months ended
	June 30,
	September 30,
	2025			2024
Cash flows from operating activities:
Net loss	$	(12,~~206~~718,~~886~~360	)	$	(~~258~~765,~~169~~565	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		—137,544			138,979
Change in fair value of investment		~~375~~675,000			—
Amortization of website costs		—215			~~1,402~~—
Changes in assets and liabilities:
Derecognition of deferred revenue upon consolidation of Orocidin A/S		—			(7,500	)
Prepaid expenses and other current assets		(114,969	)		(122,618	)
Changes in assets and liabilities:		—
Other assets		23,325			—
Prepaid expenses and other current assets		(374,059	)		(42,431	)
Accounts payable and accrued expenses		609,328			30,357
Other assets		4,342			(41,424	)
Deferred revenue		(2,500	)		(7,500	)
Accounts payable and accrued expenses		47,107			110,570
Foreign currency remeasurement		(108,996	)		—
Deferred revenue		(2,500	)		7,500
Net cash used in operating activities		(425,698	)		(217,549	)
Foreign currency remeasurement		42,310			—
Net cash used in operating activities		(2,188,401	)		(599,871	)
Cash flows from investing activities:
Purchase of plant, property, and equipment		(10,844	)		—
Cash paid for website costs		—			(2,374	)
Cash acquired in business combinations		—			134,572
Net cash provided by investing activities		—			134,572
Net cash (used in) provided by investing activities		(10,844	)		132,198
Cash flows from financing activities:
Proceeds from issuance of common stock		~~409~~2,~~970~~419,220			—193,330
Proceeds from exercise of warrants		—			60254,000
Net cash provided by financing activities		~~409~~2,~~970~~419,220			60447,~~000~~330
Net change in cash		~~(15~~219,~~728~~975	)		(2220,~~977~~343	)
Effect of exchange rate on cash		42,~~232~~266			~~(230~~16,541	)
Cash at beginning of period		19,914			49,933
Cash at end of period	$	8242,~~418~~155		$	2646,~~726~~131
Supplemental disclosure of cash flow information:
Income taxes paid	$	—		$	—
Interest paid	$	—		$	—
Supplemental disclosures of non-cash information:
Common Stock issued for the acquisition of Orocidin	$	—		$	1819,~~050~~000,000
Forgiveness of debt - related party	$	—		$	13,866

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

NORDICUS PARTNERS CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2025

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Nordicus Partners Corporation (the “Company,” or “Nordicus” or “we”) was founded in 1993 as a subsidiary of PolyMedica Corporation. On January 31, 2020 (the “Closing Date”), we completed the sale of substantially all of our assets (the “Asset Sale”) for a total purchase price of $7,250,000 pursuant to an Asset Purchase Agreement entered into between us and Mitsubishi Chemical Performance Polymers, Inc., a Delaware corporation (“MCPP”). Prior to the Closing Date, we developed and manufactured advanced polymer materials which provided critical characteristics in the design and development of medical devices. Our biomaterials were marketed and sold to medical device manufacturers who used our advanced polymers in devices designed for treating a broad range of anatomical sites and disease states.

As a result of the Asset Sale, we ceased operating as a developer, manufacturer, marketer and seller of advanced polymers. Subsequent to the Closing Date, we became engaged in efforts to identify either an (i) operating company to acquire or merge with through an equity-based exchange transaction or (ii) investor interested in purchasing a majority interest in our Common Stock, whereby either transaction would likely result in a change in control.

On March 3, 2020, we filed a Certificate of Amendment to the Company’s Certificate of Incorporation. This amendment was unanimously approved by our Board of Directors, to change our name from AdvanSource Biomaterials Corporation to EKIMAS Corporation.

On October 12, 2021, we entered into a Stock Purchase Agreement (the “SPA”) with Reddington Partners LLC, a California limited liability company (“Reddington”) providing for the purchase of a total of 511,448 shares of our Common Stock, on a post-split basis, or approximately 90% of our total shares of Common Stock outstanding, for total cash consideration of $400,000. Reddington purchased the Common Stock in two tranches on October 12, 2021 and March 15, 2022.

Pursuant to the SPA, the Company effectuated a 1-for 50 reverse stock split on March 11, 2022. Accordingly, on a post-split basis, the shares purchased in connection with the First Closing resulted in Reddington owning 42,273 shares of our Common Stock. As set forth in the SPA, Reddington then purchased from us on March 15, 2022, an additional 469,175 shares of our Common Stock, on a post-split basis (the “Second Closing”). After the issuance thereof, Reddington owned 511,448 shares of our Common Stock, or approximately 90% of our total shares of Common Stock outstanding.

On February 23, 2023, the Company and NP Bioinnovation A/S (formerly Nordicus Partners A/S and Managementselskabet af 12.08.2020 A/S), a Danish stock corporation, consummated the transactions contemplated by a certain contribution agreement (the “Contribution Agreement”) by and among the Company, NP Bioinnovation A/S, GK Partners ApS (“GK Partners”), Henrik Rouf and Life Science Power House ApS (“LSPH”) (GK Partners, Rouf and LSPH are collectively referred to herein as the “Sellers”, and each individually as a “Seller”). Pursuant to the Contribution Agreement the Sellers contributed, transferred, assigned and conveyed to the Company all right, title and interest in and to one hundred percent (100%) of the issued and outstanding capital stock of NP Bioinnovation A/S for an aggregate of 250,000 shares of the Company’s Common Stock, par value $0.001 per share. As a result of this transaction, NP Bioinnovation A/S became a 100% wholly owned subsidiary of the Company.

On February 23, 2023, Tom Glaesner Larsen and Christian Hill-Madsen were appointed directors of the Company.

On May 17, 2023, the Company changed its name to Nordicus Partners Corporation and its ticker symbol to NORD.

On June 1, 2023, the Company acquired a 4.99% interest in Mag Mile Capital, Inc. (“Mag Mile Capital”), a full-service commercial real estate mortgage banking firm headquartered in Chicago with offices in the states of New York, Massachusetts, Connecticut, Florida, Texas and Nevada. Mag Mile Capital is a national platform comprised of capital markets specialists with extensive experience in real estate bridge financing, mezzanine and permanent debt placement and equity arrangements throughout the full capital stack and across all major real estate asset classes nationwide, including hotels, multifamily, office, retail, industrial, healthcare, self-storage and special purpose properties, offering access to structured debt and equity advisory solutions and placement for real estate investors, developers, and entrepreneurs.

On June 9, 2023, Tom Glaesner Larsen resigned from the Company’s Board of Directors, and the remaining board members appointed Henrik Keller as his replacement.

On November 29, 2023, the Company’s subsidiary, Nordicus Partners A/S, changed its name to Managementselskabet af 12.08.2020 A/S. Subsequently on March 10, 2025, Managementselskabet af 12.08.2020 A/S changed its name to NP Bioinnovation A/S.

On May 13, 2024, the Company and certain shareholders of Orocidin A/S (the “Orocidin Sellers”), a Danish stock corporation (“Orocidin”), entered into a Stock Purchase and Sale Agreement (the “Agreement”), under which the Orocidin Sellers sold to the Company 525,597 shares of the capital stock of Orocidin (the “Orocidin Shares”), representing 95.0% of Orocidin’s outstanding shares of capital stock. In exchange, the Company issued 3,800,000 restricted shares of its Common Stock to the Orocidin Sellers. The transaction was consummated on May 13, 2024. Orocidin A/S, is a preclinical-stage biotechnology company which is advancing the next generation of periodontitis therapies.

On June 3, 2024, Mr. Christian Hill-Madsen resigned as a director of the Company and Peter Severin was appointed as his replacement.

On November 8, 2024, the Company effected a 1:10 reverse stock split of its Common Stock.

On November 11, 2024, the Company announced that it entered into an agreement with Bio-Convert A/S (“Bio-Convert”) to acquire 100% of the outstanding shares of Bio-Convert in exchange for 12,000,000 restricted shares of the Company’s Common Stock. Bio-Convert is a Denmark-based preclinical-stage biotechnology company aiming to revolutionize the treatment of oral leukoplakia by minimizing or removing oral leukoplakia lesions in order to further reduce the risk of such lesions resulting in the development of oral cancer in patients.

On November 12, 2024, the Company entered into an agreement with Orocidin A/S to acquire the remaining 29,663 outstanding shares, or approximately 5%, of Orocidin A/S. In exchange, the Company issued 200,000 shares of restricted Common Stock to the selling shareholders of Orocidin. Upon closing of the acquisition, Orocidin A/S became a 100% wholly owned subsidiary of the Company.

On August 7, 2025, (1) Henrik Keller resigned from the Board of Directors of the Company, (2) the Board increased its size from three to five members and (3) appointed Torben S. Jensen, Kim T. Mücke and Andrew J. Ritter to fill the resulting vacancies. On August 7, 2025, the Company executed a Directors Agreement with each of Messrs. Jensen, Mücke and Ritter. Under the Director’s Agreements, each will receive an annual cash retainer of $10,000, payable in two installments per calendar year, in accordance with the Company’s standard compensation plan for Board members. Messrs. Jensen and Mücke will also each receive options to purchase 25,000 shares of the Company’s common stock at $1.90 per share, and Mr. Ritter will receive options to purchase 50,000 shares of the Company’s common stock at $1.90 per share. All such options will be fully vested on the date of grant and be issued as Incentive Stock Options under and be subject to the terms and conditions of, the Company’s 2024 Stock Incentive Plan.

~~Description~~In October 2005, the Company formed a new subsidiary named NoviThera Aps, with the objective to research and develop a novel and unique Monoclonal antibody (MaB) as a novel innovative therapy for the treatment of ~~Business~~psoriasis. The invention was made by Alteral Therapeutics in Denmark and the drug development acquired by NoviThera. Mr. Allan Wehnert, who controls Alteral Therapeutics, was appointed CEO of NoviThera.

~~Since~~Description ~~the current leadership assumed control~~ of Nordicus, the Company has evolved into a business accelerator and holding company dedicated to helping Nordic life sciences companies succeed in the American market. By combining Nordic innovation with U.S. operational expertise, the Company endeavors to create a distinct advantage in identifying, scaling, and exiting high-potential companies in fast-growing markets with unmet medical needs. Nordicus’ mission is to back high-growth ventures and transformative innovations in the life sciences sector. Nordicus’ portfolio diversification strategy aims to positions it as a stable and resilient company, mitigating risk with significant upside potential.Business

~~Nordicus’~~Since the current ~~life~~leadership ~~sciences~~assumed ~~portfolio~~control ~~consists~~ of ~~two~~Nordicus, ~~preclinical~~the ~~biotechnology~~Company has evolved into a business accelerator and holding company dedicated to helping Nordic life sciences companies succeed in ~~Orocidin~~the A/American market. By combining Nordic innovation with U.S. operational expertise, the Company endeavors to create a distinct advantage in identifying, scaling, and ~~Bio~~exiting high-~~Convert~~potential ~~A/S~~companies ~~led~~in byfast-growing markets with unmet medical needs. Nordicus’ mission is to back high-growth ventures and transformative innovations in the ~~accomplished~~life sciences ~~pharmacologist,~~sector. ~~Allan~~Nordicus’ ~~Wehnert,~~portfolio ~~who~~diversification ~~serves~~strategy aims to positions it as ~~CEO~~a ofstable ~~both~~and ~~companies~~resilient company, mitigating risk with significant upside potential.

~~Orocidin~~Nordicus’ ~~A/S~~current islife ~~developing~~sciences aportfolio ~~proprietary~~consists ~~first-~~of~~-its-kind~~ ~~medical~~three ~~treatment~~preclinical ~~for~~biotechnology ~~aggressive~~companies ~~periodontitis.~~in ~~Most~~Orocidin ~~recently~~A/S, ~~Orocidin~~Bio-Convert A/S ~~successfully~~and NoviThera ~~completed~~ApS aled ~~14-day~~by ~~toxicology~~the ~~study~~accomplished inpharmacologist, ~~hamsters~~Allan ~~and~~Wehnert, awho ~~test~~serves ofas ~~effectiveness~~CEO inof aall ~~Beagle~~three ~~Dog Study, respectively~~companies.

~~Bio-Convert~~Orocidin A/S is ~~focused on a treatment against oral leukoplakia (OLK) – an oral potentially malignant disorder – by~~ developing a ~~novel~~ proprietary ~~mucoadhesive~~first-of-its-kind ~~oral~~medical ~~topical~~treatment ~~formulation designed to treat and reduce dysplasia levels, potentially offering a curative solution~~ for ~~oral~~aggressive ~~leukoplakia~~periodontitis. Most recently, ~~Bio-Convert~~Orocidin A/S ~~received~~successfully completed ~~positive~~a ~~and~~14-day ~~constructive~~toxicology ~~scientific~~study ~~advice~~in ~~from~~hamsters ~~the~~and ~~Danish~~a ~~Medicines~~test ~~Agency (DKMA)~~of ~~regarding~~effectiveness ~~its~~in ~~lead candidate, QR-02, as~~ a ~~treatment~~Beagle ~~for~~Dog ~~oral~~Study, ~~leukoplakia~~respectively.

~~The~~Bio-Convert ~~companies’~~A/S ~~innovative~~is ~~breakthroughs~~focused ~~are~~on ~~further~~a ~~strengthened~~treatment byagainst ~~their~~oral leukoplakia (OLK) – an oral ~~formulations~~potentially ~~ensuring~~malignant ~~prolonged~~disorder ~~adhesion~~– ~~for~~by ~~12-24~~developing ~~hours~~a novel proprietary mucoadhesive oral topical formulation designed to treat and ~~controlled~~reduce ~~release~~dysplasia oflevels, ~~the~~potentially ~~active~~offering ~~ingredient~~a curative solution for oral leukoplakia. Most recently, ~~enhancing~~Bio-Convert ~~drug~~A/S ~~efficacy~~received positive and ~~patients’~~constructive ~~outcomes~~scientific –advice afrom ~~major~~the ~~advancement~~Danish ~~over~~Medicines Agency ~~normal~~(DKMA) ~~gels~~regarding ~~and~~its ~~creams~~lead candidate, QR-02, as a treatment for oral leukoplakia.

8NoviThera ApS was formed to research and develop a novel and unique Monoclonal antibody (MaB) as a novel innovative therapy for the treatment of psoriasis

~~NOTE~~The 2companies’ innovative breakthroughs are further strengthened by their oral formulations ensuring prolonged adhesion for 12-24 ~~SUMMARY~~hours and OFcontrolled ~~SIGNIFICANT~~release ~~ACCOUNTING~~of ~~POLICIES~~the active ingredient, enhancing drug efficacy and patients’ outcomes – a major advancement over normal gels and creams.

~~Basis of Presentation~~8

~~The~~NOTE ~~Company’s~~2 unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the three months ending June 30, 2025 and 2024, and not necessarily indicative of the results to be expected for the full year ending March 31, 2026. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K ~~for~~SUMMARY ~~the~~OF ~~year~~SIGNIFICANT ~~ended~~ACCOUNTING ~~March 31, 2025.~~POLICIES

~~Reverse~~Basis ~~Stock~~of ~~Split~~Presentation

OnThe ~~November~~Company’s 8,unaudited ~~2024,~~condensed ~~the~~consolidated ~~Company~~financial ~~effectuated~~statements ahave ~~1-for-10~~been ~~reverse~~prepared ~~stock~~in ~~split~~accordance ofwith ~~its~~generally ~~issued~~accepted ~~and~~accounting principles ~~outstanding~~in ~~Common~~the ~~Stock~~United States of America (“U.S. GAAP”), ~~rounding~~and uppursuant to ~~account for~~the ~~any~~rules ~~fractional~~and ~~shares.~~regulations ~~The~~of ~~reverse~~the ~~stock~~Securities ~~split~~and Exchange ~~had~~Commission no(the ~~effect~~“SEC”) onand ~~the~~reflect ~~Company’s~~all ~~authorized~~adjustments, ~~shares~~consisting of ~~Common~~normal ~~Stock~~recurring oradjustments, ~~Preferred~~which management ~~Stock~~believes ~~and~~are necessary to fairly present the ~~par~~financial ~~value~~position, results of ~~both~~operations ~~remained~~and ~~unchanged~~cash atflows ~~$0.001.~~of ~~All~~the ~~Common~~Company ~~Stock~~as ~~share~~of and for the six months ended September 30, ~~warrant~~2025 and ~~per~~2024, ~~share~~and ~~amounts~~not ~~(except~~necessarily ~~our~~indicative ~~authorized but~~of ~~unissued~~the ~~shares)~~results ~~have~~to ~~been~~be ~~retroactively~~expected ~~adjusted~~for inthe ~~these~~full year ending March 31, 2026. These unaudited condensed consolidated financial statements ~~and~~should be read in conjunction with the financial statements and related ~~disclosures~~notes included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2025.

~~Use~~Reverse ofStock ~~Estimates~~Split

~~The~~On ~~preparation~~November of8, ~~financial~~2024, ~~statements~~the inCompany ~~conformity~~effectuated ~~with~~a ~~U.S.~~1-for-10 ~~GAAP~~reverse ~~requires~~stock ~~management~~split toof ~~make~~its ~~estimates~~issued and ~~assumptions~~outstanding ~~that~~Common ~~affect~~Stock, ~~the reported~~rounding ~~amounts~~up ofto ~~assets~~account for ~~and~~any ~~liabilities~~fractional ~~and~~shares. ~~disclosure~~The ofreverse ~~contingent~~stock ~~assets~~split ~~and~~had ~~liabilities~~no ateffect ~~the~~on ~~date of~~ the ~~financial~~Company’s ~~statements and~~authorized ~~the~~shares ~~reported amounts~~ of ~~revenues~~Common ~~and~~Stock ~~expenses~~or ~~during~~Preferred Stock and the ~~reporting~~par ~~period.~~value ~~Actual~~of ~~results~~both ~~could~~remained ~~differ~~unchanged ~~from~~at ~~those estimates~~$0.001. ~~The Company’s~~All ~~accounting~~Common ~~estimates~~Stock ~~include~~share, ~~the~~warrant ~~useful lives of long-lived assets~~ and ~~recoverability~~per ofshare ~~those~~amounts ~~assets,~~(except ~~impairment~~our inauthorized ~~fair~~but ~~value~~unissued ofshares) ~~goodwill,~~have ~~and~~been ~~the~~retroactively ~~fair~~adjusted ~~value~~in ofthese ~~assets~~unaudited ~~acquired~~condensed ~~and~~consolidated ~~liabilities~~financial ~~assumed~~statements inand ~~business~~related ~~combinations~~disclosures.

~~Concentration~~Use of ~~Credit Risk~~Estimates

WeThe ~~maintain~~preparation ~~our~~of ~~cash~~financial statements in ~~bank~~conformity ~~deposit~~with ~~accounts,~~U.S. GAAP requires management to make estimates and assumptions that affect the reported ~~balances~~amounts of ~~which~~assets atand ~~times~~liabilities ~~may~~and ~~exceed~~disclosure ~~federally~~of ~~insured~~contingent ~~limits.~~assets Weand ~~also~~liabilities ~~maintain~~at ~~cash~~the date of the financial statements inand ~~foreign~~the ~~bank~~reported ~~accounts~~amounts ~~that~~of ~~are~~revenues ~~not~~and ~~federally~~expenses ~~insured~~during the reporting period. WeActual ~~continually~~results ~~monitor~~could ~~our~~differ ~~banking~~from ~~relationships~~those estimates. The Company’s accounting estimates include the useful lives of long-lived assets and ~~consequently~~recoverability ~~have~~of ~~not~~those ~~experienced any~~assets, ~~losses~~impairment in fair ~~our~~value ~~accounts.~~of Wegoodwill, ~~believe~~and wethe ~~are~~fair ~~not~~value ~~exposed~~of toassets ~~any~~acquired ~~significant~~and ~~credit~~liabilities ~~risk~~assumed onin ~~cash~~business combinations.

~~Cash~~Concentration ~~and~~of ~~Cash~~Credit ~~Equivalents~~Risk

~~Cash~~The ~~amounts~~Company ~~include~~maintains its cash onin ~~hand~~bank ~~and~~deposit ~~cash~~accounts, onthe ~~deposit~~balances ~~with~~of ~~banks~~which at times may exceed federally insured limits. The Company also ~~considers~~maintains ~~all~~cash ~~highly~~in ~~liquid~~foreign ~~investments~~bank ~~with~~accounts athat ~~maturity~~are ofnot federally insured. The Company continually monitors its banking relationships ~~three~~and ~~months~~consequently orhave ~~less~~not ~~when~~experienced ~~purchased~~any tolosses bein ~~cash~~its ~~equivalents~~accounts. ~~There~~The ~~were~~Company ~~no cash~~believes ~~equivalents~~it asis ofnot ~~June 30,~~exposed ~~2025~~to ~~and~~any ~~March~~significant ~~31,~~credit ~~2025~~risk on cash.

~~Principles~~Cash ofand ~~Consolidation~~Cash Equivalents

~~The~~Cash ~~accompanying~~amounts ~~unaudited~~include ~~condensed~~cash ~~consolidated~~on ~~financial~~hand ~~statements~~and ~~include~~cash ~~the~~on ~~accounts~~deposit ofwith ~~the~~banks. The Company ~~and~~considers ~~its~~all ~~wholly~~highly ~~owned~~liquid ~~subsidiaries,~~investments with a maturity of three NPmonths ~~Bioinnovation~~or ~~A/S,~~less ~~Orocidin~~when ~~A/S,~~purchased ~~and~~to ~~Bio-Convert~~be ~~A/S~~cash equivalents. ~~All~~There ~~significant~~were ~~intercompany~~no ~~transactions~~cash ~~have~~equivalents ~~been~~as ~~eliminated~~of inSeptember ~~consolidation~~30, 2025 and March 31, 2025.

~~Segment~~Principles ~~Information~~of Consolidation

~~Operating~~The ~~segments~~accompanying ~~are~~unaudited ~~defined~~condensed asconsolidated ~~components~~financial ofstatements aninclude ~~enterprise~~the ~~about~~accounts ~~which~~of ~~separate~~the ~~discrete information is available for evaluation and used by chief operating decision-maker in deciding how to allocate resources and assess performance. The~~ Company and ~~the~~its ~~Company’s~~wholly ~~Chief~~owned ~~operating~~subsidiaries, ~~decision-maker~~NP ~~(“CODM”)~~Bioinnovation A/S, ~~the~~Orocidin ~~Company’s chief executive officer~~A/S, ~~view the Company’s operations~~ and ~~manages~~Bio-Convert ~~its~~A/S. ~~business~~All ~~as a~~significant ~~single~~intercompany ~~operating~~transactions ~~segment.~~have ~~See~~been ~~Note~~eliminated 12in ~~for more information~~consolidation.

9Segment Information

~~Translation~~Operating ~~Adjustment~~segments are defined as components of an enterprise about which separate discrete information is available for evaluation and used by chief operating decision-maker in deciding how to allocate resources and assess performance. The Company and the Company’s Chief operating decision-maker (“CODM”), the Company’s chief executive officer, view the Company’s operations and manages its business as a single operating segment. See Note 12 for more information.

The reporting currency of the Company is U.S. Dollars. The accounts of the Company’s subsidiaries are maintained in Danish krone. According to Accounting Standards Codification (“ASC”) Topic 830, Foreign Currency Matters, all assets and liabilities were translated at the current exchange rate at respective balance sheets dates, stockholders’ equity transactions are translated at the historical rates and statement of operations accounts are translated at the average exchange rate for the period. The resulting translation adjustments are reported in other comprehensive income (loss) in accordance with ASC Topic 220, Reporting Comprehensive Income (“ASC 220”) in the unaudited condensed consolidated statements of operations and in accumulated other comprehensive income (loss) as a component of stockholders’ equity.9

~~Comprehensive~~Translation ~~Income (Loss)~~Adjustment

~~Comprehensive~~The ~~income~~reporting ~~(loss)~~currency of the Company is ~~comprised~~U.S. Dollars. The accounts of ~~net~~the ~~loss~~Company’s ~~and~~subsidiaries ~~all~~are ~~changes~~maintained in Danish krone. According to Accounting Standards Codification (“ASC”) Topic 830, Foreign Currency Matters, all assets and liabilities were translated at the ~~unaudited~~current ~~condensed~~exchange ~~consolidated~~rate ~~statements~~at ofrespective balance sheets dates, stockholders’ equity, ~~except changes~~transactions inare ~~paid-in~~translated ~~capital~~at the historical rates and ~~distributions~~statement toof ~~shareholders~~operations accounts are translated at the average exchange rate for the period. ~~Comprehensive~~The resulting translation adjustments are reported in other comprehensive income (loss) isin ~~inclusive~~accordance ofwith ~~net~~ASC ~~loss~~Topic 220, Reporting Comprehensive Income (“ASC 220”) in the unaudited condensed consolidated statements of operations and ~~foreign~~in ~~currency~~accumulated ~~translation~~other comprehensive income ~~adjustments~~(loss) as a component of stockholders’ equity.

~~Research~~Comprehensive ~~and~~Income ~~Development Costs~~(Loss)

~~Research~~Comprehensive ~~and~~income ~~development~~(loss) ~~costs~~is ~~consists~~comprised ~~primarily~~ of ~~costs~~net ~~associated~~loss ~~with Orocidin~~ and ~~Bio-Convert’s~~all ~~ongoing~~changes ~~research~~to ~~and~~the ~~development~~unaudited ~~efforts. Research~~condensed ~~and~~consolidated ~~development~~statements ~~costs~~of ~~are~~stockholders’ ~~expensed~~equity, except aschanges ~~incurred.~~in ~~Advance payments for goods and services that will be used~~ paid-in ~~future~~capital ~~research~~ and ~~development~~distributions ~~activities~~to ~~are~~shareholders. ~~expensed~~Comprehensive ~~when~~income ~~the~~(loss) ~~activity~~is ~~has~~inclusive ~~been~~of ~~performed~~net orloss ~~when~~and ~~the~~foreign currency ~~goods~~translation ~~have been received~~adjustments.

~~Stock-based~~Research ~~Compensation~~and Development Costs

~~The~~Research ~~Company~~and ~~accounts~~development ~~for~~costs ~~stock-based~~consists ~~compensation~~primarily ~~using the provisions~~ of ~~ASC~~costs ~~Topic~~associated ~~718,~~with ~~Stock~~Orocidin ~~Compensation,~~and ~~which requires the recognition of the fair value of stock~~Bio-~~based~~Convert’s ~~compensation.~~ongoing ~~Stock-based~~research ~~compensation~~and isdevelopment ~~estimated at the grant date based on the fair value of the awards~~efforts. Research ~~The~~and ~~Company~~development ~~accounts~~costs ~~for~~are ~~forfeitures~~expensed ~~of grants~~ as ~~they occur~~incurred. ~~Compensation~~Advance ~~cost~~payments for ~~service~~goods ~~awards~~and isservices ~~recognized~~that ~~using~~will ~~the~~be ~~straight-line method~~used ~~over~~in ~~the~~future ~~vesting~~research and ~~period.~~development ~~Compensation~~activities ~~cost~~are ~~for~~expensed ~~performance awards is recognized~~ when the ~~vesting~~activity ~~condition~~has ~~becomes~~been ~~probable~~performed ~~of occurring.~~or ~~Stock-based~~when ~~compensation is included in officer compensation, general and administrative, research and development, and consulting expense in~~ the ~~unaudited~~goods ~~condensed~~have ~~consolidated~~been ~~statements of operations and comprehensive loss~~received.

~~Fair~~Stock-based ~~Value of Financial Instruments~~Compensation

The Company ~~follows~~accounts ~~paragraph~~for ~~825~~stock-~~10-50-10~~based ofcompensation using the ~~FASB~~provisions of ASC ~~for~~Topic ~~disclosures~~718, ~~about~~Stock ~~fair~~Compensation, ~~value~~which ofrequires ~~its~~the ~~financial instruments and paragraph 820-10-35-37~~recognition of the ~~FASB ASC (“Paragraph 820-10-35-37”) to measure the~~ fair value of ~~its~~stock-based ~~financial instruments~~compensation. ~~Paragraph 820~~Stock-~~10-35-37 establishes~~based acompensation ~~framework~~is ~~for~~estimated ~~measuring~~at ~~fair~~the ~~value~~grant indate ~~U.S.~~based ~~GAAP~~on ~~and~~the ~~expands disclosures about~~ fair value ~~measurements.~~of ~~To increase consistency~~the ~~and~~awards. ~~comparability~~The inCompany ~~fair~~accounts ~~value~~for ~~measurements~~forfeitures ~~and~~as ~~related~~they ~~disclosures,~~occur. ~~Paragraph~~Compensation ~~820-10-35-37~~cost ~~establishes~~for aservice ~~fair~~awards ~~value~~is ~~hierarchy~~recognized ~~which prioritizes~~using the ~~inputs~~straight-line method toover ~~valuation~~the ~~techniques~~vesting ~~used~~period. toCompensation ~~measure~~cost ~~fair~~for ~~value~~performance ~~into~~awards ~~three~~is ~~(3)~~recognized ~~broad~~when ~~levels.~~the ~~The~~vesting ~~fair~~condition ~~value~~becomes ~~hierarchy~~probable ~~gives~~of ~~the~~occurring. ~~highest~~Stock-based ~~priority~~compensation tois ~~quoted~~included ~~prices (unadjusted)~~ in ~~active~~officer ~~markets~~compensation, ~~for~~general ~~identical~~and ~~assets~~administrative, orresearch ~~liabilities~~ and ~~the~~development, ~~lowest~~and ~~priority~~consulting expense toin ~~unobservable inputs.~~the ~~The~~unaudited ~~three~~condensed ~~(3)~~consolidated ~~levels~~statements of ~~fair~~operations ~~value~~and ~~hierarchy~~comprehensive ~~defined by Paragraph 820-10-35-37 are described below:~~loss.

Level 1:	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2:	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3:	Pricing inputs that are generally unobservable inputs and not corroborated by market data.

Investments

The ~~carrying~~Company ~~amount~~accounts offor its investment under the ~~Company’s~~guidance ~~financial~~of ~~assets~~ASC ~~and~~Topic ~~liabilities~~321, ~~such~~Investments as– Equity ~~cash~~Securities, ~~prepaid~~which ~~expenses,~~provides ~~accounts~~guidance ~~payable~~for ~~and~~equity ~~accrued~~interests that meet the definition of an equity security. Equity interests ~~expenses~~with ~~approximate~~readily ~~their~~determinable fair values are carried at fair value ~~because~~with ofchanges in value recorded in earnings. Investments without readily determinable fair values are accounted for using the ~~short~~measurement ~~maturity~~alternative which is at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of ~~those~~the ~~instruments~~same issuer.

10Fair Value of Financial Instruments

~~Distinguishing~~The ~~Liabilities~~Company ~~from~~follows ~~Equity~~paragraph 825-10-50-10 of the FASB ASC for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB ASC (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in U.S. GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in the FASB ASC Topic 480, Distinguishing Liabilities from Equity, and ASC Topic 815, Derivatives and Hedging. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC Topic 480, meet the definition of a liability pursuant to ASC Topic 480, and whether the warrants meet all of the requirements for equity classification under ASC Topic 815, including whether the warrants are indexed to the Company’s Common Stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and on the date of issuance and for liability-classified awards, remeasured to fair value at each balance sheet date thereafter.

Level 1:	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2:	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3:	Pricing inputs that are generally unobservable inputs and not corroborated by market data.

~~For~~The ~~issued~~carrying oramount ~~modified warrants that meet all~~ of the ~~criteria~~Company’s ~~for~~financial ~~equity~~assets ~~classification~~and liabilities, ~~the~~such ~~warrants are required to be recorded~~ as acash, ~~component of~~prepaid ~~additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification~~expenses, ~~the~~ ~~warrants~~accounts ~~are~~payable ~~required to be recorded as liabilities at their initial fair value on the date of issuance~~ and ~~remeasured to fair value~~accrued atexpenses ~~each~~approximate ~~balance~~their ~~sheet date thereafter. Changes in the estimated~~ fair value ofbecause ~~the warrants are recognized in change in fair value~~ of ~~warrant~~ ~~liabilities in~~ the ~~unaudited~~short ~~condensed~~maturity ~~consolidated statements~~ of ~~operations~~those ~~and comprehensive income (loss)~~instruments.

~~Net~~Distinguishing ~~Loss~~Liabilities ~~per~~from ~~Share~~Equity

~~Net~~The ~~loss~~Company ~~per~~accounts ~~share~~for iswarrants ~~computed~~as ~~pursuant~~either toequity-classified ~~ASC~~or ~~Topic~~liability-classified ~~260,~~instruments ~~Earnings~~based ~~Per~~on ~~Share.~~an ~~Basic~~assessment ~~net~~of ~~loss~~the ~~per~~warrant’s specific ~~share~~terms isand ~~computed~~applicable byauthoritative ~~dividing net~~guidance ~~loss~~in by the ~~weighted~~FASB ~~average~~ASC ~~number~~Topic of480, ~~shares~~Distinguishing ofLiabilities ~~Common~~from ~~Stock~~Equity, ~~outstanding~~and ~~during~~ASC Topic ~~the~~815, ~~period.~~Derivatives ~~Diluted~~and ~~net~~Hedging. ~~loss~~The ~~per~~assessment ~~share~~considers ~~is computed~~whether bythe ~~dividing~~warrants ~~net~~are ~~loss~~freestanding ~~attributable~~financial instruments pursuant to ~~common~~ASC ~~shareholders~~Topic by480, meet the ~~weighted~~definition ~~average~~of ~~number~~a ofliability ~~shares~~pursuant ofto ~~Common~~ASC ~~Stock~~Topic 480, and ~~potentially~~ ~~outstanding~~whether ~~shares~~the ofwarrants ~~Common~~meet ~~Stock~~all ~~during~~of the ~~period.~~requirements for Asequity ofclassification ~~June~~under ~~30,~~ASC ~~2025~~Topic 815, ~~there~~including ~~were~~whether ~~900,000 potentially~~the ~~dilutive~~warrants ~~shares~~are ofindexed ~~Common~~to ~~Stock~~the ~~from~~Company’s ~~75,000 equity-classified~~Common ~~warrants~~Stock and ~~825,000~~whether ~~stock~~the ~~options.~~warrant Asholders ofcould ~~June~~potentially ~~30,~~require ~~2024,~~“net ~~there~~cash ~~were~~settlement” ~~626,900 potentially~~in ~~dilutive~~a ~~shares~~circumstance outside of ~~common~~the ~~stock~~Company’s ~~from~~control, among ~~equity-classified~~other ~~warrants.~~conditions ~~Diluted~~for ~~shares~~equity ~~are~~classification. ~~not~~This ~~presented~~assessment, ~~when~~which requires the ~~effect~~use of professional judgment, is conducted at the ~~computations~~time isof ~~anti-dilutive~~warrant ~~due~~issuance toand on the ~~losses~~date ~~incurred.~~of ~~Accordingly,~~issuance ~~there~~and isfor noliability-classified ~~difference~~awards, inremeasured ~~the~~to ~~amounts~~fair ~~presented~~value ~~for~~at ~~basic~~each ~~and~~balance sheet ~~diluted~~date ~~loss per share~~thereafter.

~~Business Combinations~~10

~~The~~For ~~Company~~issued ~~accounts~~or ~~for~~modified ~~business~~warrants ~~combinations~~that ~~under~~meet ~~the~~all ~~acquisition method~~ of ~~accounting~~the incriteria ~~accordance~~for ~~with~~equity ~~ASC Topic 805~~classification, ~~Business Combinations, where~~ the ~~total~~warrants ~~purchase~~are ~~price~~required ~~is allocated~~ to ~~the~~be ~~tangible~~recorded ~~and~~as ~~identified~~a ~~intangible assets acquired and liabilities assumed based on~~component ~~their~~of ~~estimated~~additional ~~fair~~paid-in ~~values~~capital at the ~~date~~time of ~~acquisition~~issuance. ~~The~~For ~~purchase~~issued ~~price~~or ismodified ~~allocated~~warrants ~~using~~that ~~the~~do ~~information~~not ~~currently~~meet ~~available,~~all ~~and may~~the becriteria ~~adjusted,~~for upequity ~~to one year from acquisition date~~classification, ~~after obtaining more information regarding, among other things, asset valuations,~~ ~~liabilities~~the ~~assumed~~warrants ~~and~~are ~~revisions~~required to ~~preliminary~~be ~~estimates.~~recorded ~~The~~as ~~purchase~~liabilities ~~price~~at intheir ~~excess~~initial ~~of the~~ fair value ofon the ~~tangible~~date ~~and~~of ~~identified intangible~~issuance ~~assets~~and ~~acquired~~remeasured ~~less~~to ~~liabilities~~fair ~~assumed~~value at iseach ~~recognized~~balance assheet ~~goodwill.~~date ~~Identifiable intangible assets with finite lives are amortized over their useful lives~~thereafter. ~~Acquisition-related~~Changes ~~costs,~~in ~~including~~the ~~advisory,~~estimated ~~legal,~~fair ~~accounting,~~value ~~valuation,~~of ~~and~~the ~~other~~warrants ~~costs,~~ are ~~expensed~~recognized in ~~the~~ ~~periods~~change in ~~which~~fair ~~the~~value ~~costs are incurred. The results~~ of warrant ~~operations~~liabilities ~~of acquired businesses are included~~ in the unaudited condensed consolidated ~~financial~~ statements ~~from~~of ~~the~~operations ~~acquisition~~and ~~date~~comprehensive income (loss).

~~Goodwill~~Net Loss per Share

~~The~~Net ~~Company~~loss ~~assesses~~per ~~goodwill~~share ~~for~~is ~~impairment~~computed onpursuant anto ~~annual~~ASC ~~basis~~Topic or260, ~~more~~Earnings ~~frequently~~Per ~~when events and circumstances occur indicating that the recorded goodwill may be impaired~~Share. ~~The~~Basic ~~Company~~net ~~regularly~~loss ~~monitors~~per ~~current~~share ~~business~~is ~~conditions~~computed ~~and~~by ~~other~~dividing ~~factors including, but not limited~~net ~~to,~~loss ~~adverse~~by ~~industry~~the orweighted ~~economic~~average ~~trends~~number ~~and~~of ~~lower~~shares ~~projections~~ of ~~profitability~~Common ~~that~~Stock ~~may~~outstanding ~~impact~~during ~~future operating results. The process of evaluating~~ the ~~potential impairment of goodwill requires significant judgment~~period. InDiluted ~~performing~~net ~~the~~loss ~~Company’s~~per ~~annual~~share ~~goodwill impairment test, the Company~~ is ~~permitted~~computed toby dividing ~~first~~net ~~assess~~loss ~~qualitative~~attributable ~~factors~~ to ~~determine~~common ~~whether~~shareholders itby isthe ~~more~~weighted ~~likely~~average ~~than~~number ~~not that the fair value~~ of ~~any~~shares of ~~the~~Common ~~Company’s~~Stock ~~reporting~~and ~~units~~potentially isoutstanding shares ~~less~~of ~~than~~Common ~~its~~Stock ~~carrying~~during ~~amount,~~the ~~including goodwill~~period. InAs ~~performing~~of ~~the~~September ~~qualitative~~30, ~~assessment~~2025, ~~the~~ ~~Company~~there ~~considers~~were ~~certain~~1,000,000 ~~events~~potentially ~~and~~dilutive ~~circumstances~~shares ~~specific~~of toCommon ~~the~~Stock from ~~reporting unit and the entity as a whole~~75,000 ~~such~~equity-classified aswarrants ~~macroeconomic conditions, industry~~ and ~~market considerations~~925,000 ~~overall~~stock ~~financial~~options. ~~performance~~As ~~and~~of ~~cost~~September ~~factors~~30, ~~when~~2024, ~~evaluating~~there ~~whether~~were it60,750 ispotentially ~~more~~dilutive ~~likely~~shares ~~than not that the fair value~~ of ~~any~~common ofstock ~~the~~from ~~reporting~~equity-classified ~~units is less than its carrying amount~~warrants. ~~The~~Diluted ~~Company~~shares isare ~~also~~not ~~permitted~~presented towhen ~~bypass~~ the ~~qualitative~~effect ~~assessment~~of ~~and proceed directly to~~ the ~~quantitative~~computations ~~test. If the Company chooses to undertake the qualitative assessment and concludes that it~~ is ~~more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company would~~anti-dilutive ~~then~~due ~~proceed~~ to the ~~quantitative~~losses ~~impairment test~~incurred. ~~In the quantitative assessment~~Accordingly, ~~the~~there ~~Company~~is ~~compares the fair value of the reporting unit to its carrying amount, which includes goodwill. If the fair value exceeds the carrying value,~~ no ~~impairment~~difference ~~loss~~in ~~exists. If~~ the ~~fair~~ ~~value~~amounts ispresented ~~less~~for ~~than~~basic ~~the~~and ~~carrying~~diluted ~~amount, a goodwill impairment~~ loss isper ~~measured and recorded~~share.

11Business Combinations

The Company ~~assesses~~accounts ~~goodwill~~ for ~~impairment~~business oncombinations anunder ~~annual~~the ~~basis~~acquisition asmethod of ~~March~~accounting 31in oraccordance ~~more~~with ~~frequently~~ASC ~~when~~Topic ~~events~~805, Business Combinations, where the total purchase price is allocated to the tangible and ~~circumstances~~identified ~~occur~~intangible ~~indicating~~assets acquired and liabilities assumed based on ~~that~~their ~~recorded~~estimated ~~goodwill~~fair values at the date of acquisition. The purchase price is allocated using the information currently available, and may be ~~impaired~~adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The ~~Company~~purchase ~~did~~price ~~not~~in ~~record~~excess anof ~~impairment~~the ~~charge~~fair ~~during~~value of the ~~three~~tangible ~~months~~and ~~ended~~identified intangible ~~June~~assets 30acquired less liabilities assumed is recognized as goodwill. Identifiable intangible assets with finite lives are amortized over their useful lives. Acquisition-related costs, ~~2025~~including advisory, legal, accounting, valuation, and other costs, are expensed in ~~2024~~the periods in which the costs are incurred. The results of operations of acquired businesses are included in the unaudited condensed consolidated financial statements from the acquisition date.

~~Indefinite-lived~~Purchase ~~Intangible~~Accounting ~~Assets~~Measurement Period Adjustments

~~The~~From ~~Company~~time ~~accounts~~to ~~for~~time, ~~its~~the ~~indefinite-lived~~Company ~~intangible~~makes ~~assets~~acquisitions inaccounted ~~accordance~~for ~~with~~as ~~ASC~~business ~~Topic~~combinations ~~350,~~under ~~Intangibles - Goodwill and Other (“~~ASC ~~350”)~~805. ~~Indefinite-lived~~Certain ~~intangible~~asset ~~assets~~and ~~are~~liability ~~not amortized but instead~~ values are ~~reviewed~~initially ~~for~~recorded ~~impairment~~as ~~annually,~~provisional orand ~~more frequently~~may ~~if an event occurs or circumstances change which indicate that an asset might~~ be ~~impaired.~~adjusted ~~Pursuant~~during ~~to ASC 350,~~ the ~~Company tests~~measurement ~~its~~period ~~indefinite-lived~~as ~~intangible~~new ~~assets,~~information ~~which~~becomes ~~consist~~available. ~~of certain in-process research and development (IPR&D) assets acquired~~Finalized ~~via~~valuations ~~the~~result ~~Company’s business combinations with Orocidin A/S and Bio-Convert A/S detailed~~ in ~~Note~~retrospective ~~10,~~adjustments ~~for impairment by comparing their fair values~~ to ~~their~~reflect ~~carrying~~facts ~~values.~~and Ancircumstances ~~impairment~~that ~~charge~~existed isat ~~recorded if~~ the ~~estimated~~acquisition ~~fair value of such assets has decreased below their carrying values~~date. ~~The Company did not record an impairment charge during the three months ended June 30, 2025 and 2024.~~

~~Revenue~~During ~~Recognition~~the quarter ended March 31, 2025, the Company completed its determination of the fair values of purchase consideration for Bio-Convert, inclusive of non-cash consideration paid by the Company and in-process research and development. The measurement period adjustment resulted in (i) a 26,475,819 increase in in-process research and development recorded and (ii) recognition of a $5,868,647 deferred tax liability associated with the in-process research and development asset. The net effect of such measurement period adjustments was recorded as an adjustment to goodwill.

~~The~~During the quarter ended March 31, 2025, the Company ~~recognizes~~completed ~~revenue~~its ~~under~~determination ~~ASC~~of ~~Topic~~the ~~606~~fair values of purchase consideration, ~~Revenue~~inclusive ~~from~~of non-cash ~~Contracts~~consideration ~~with~~paid ~~Customers~~by ~~(“ASC~~the ~~606”)~~Company and the fair value of non-controlling interest, and in-process research and development. The measurement ~~Company~~period ~~determines~~adjustment resulted in (i) a $450,000 net increase in total consideration paid, (ii) a $15,457,444 increase in in-process ~~revenue~~research and development recorded, and (iii) recognition ~~through~~of a $3,449,767 deferred tax liability associated with the ~~following~~in-process ~~steps:~~research and development asset. The net effect of such measurement period adjustments was recorded as an adjustment to goodwill.

● Identification of a contract with a customer; ● Identification of the performance obligations in the contract; ● Determination of the transaction price; ● Allocation of the transaction price to the performance obligations in the contract; and ● Recognition of revenue when or as the performance obligations are satisfied.Goodwill

InThe ~~January~~Company ~~2024~~assesses goodwill for impairment on an annual basis or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired. The Company regularly monitors current business conditions and other factors including, but not limited to, adverse industry or economic trends and lower projections of profitability that may impact future operating results. The process of evaluating the potential impairment of goodwill requires significant judgment. In performing the Company’s ~~signed~~annual angoodwill ~~agreement~~impairment test, ~~with~~the ~~Orocidin~~Company ~~for~~is ~~which~~permitted to first assess qualitative factors to determine whether it ~~recognized~~is ~~$2,500~~more likely than not that the fair value inof ~~revenue~~any ~~during~~of the ~~year~~Company’s ~~ended~~reporting ~~March~~units 31is less than its carrying amount, ~~2025~~including goodwill. ~~Since~~In ~~Orocidin~~performing ~~became~~the aqualitative ~~subsidiary~~assessment, the inCompany considers certain events and circumstances specific to the ~~quarter~~reporting ~~ended~~unit ~~June~~and 30the entity as a whole, ~~2024~~such as macroeconomic conditions, noindustry and market considerations, overall financial performance and cost factors when evaluating whether it is more likely than not that the fair value of any of the reporting units is less than its carrying amount. The Company is also permitted to bypass the qualitative assessment and proceed directly to the quantitative test. If the Company chooses to undertake the qualitative assessment and concludes that it is more ~~revenue~~likely than not that the fair value of a reporting unit is less than its carrying amount, the Company would then proceed to bethe ~~recognized~~quantitative ~~under~~impairment ~~this~~test. ~~agreement~~In the quantitative assessment, ~~but~~the Company compares the fair value of the reporting unit to its carrying amount, which includes goodwill. If the fair value exceeds the carrying value, no impairment loss exists. If the fair value is ~~eliminated~~less asthan anthe ~~intercompany~~carrying ~~transaction~~amount, a goodwill impairment loss is measured and recorded.

InThe ~~June~~Company ~~2024,~~assesses ~~the~~goodwill ~~Company~~for ~~signed~~impairment on an ~~agreement~~annual ~~with~~basis ~~Bio-Convert~~as ~~for~~of ~~which~~March it31 ~~recognized~~or ~~$2,500~~more infrequently ~~revenue~~when ~~during~~events ~~the~~and ~~year~~circumstances ~~ended~~occur ~~March 31,~~indicating ~~2025.~~that ~~Since~~recorded ~~Bio-Convert~~goodwill ~~became~~may abe ~~subsidiary~~impaired. inThe ~~the~~Company ~~quarter~~did ~~ended~~not ~~December~~record ~~31,~~an ~~2024,~~impairment nocharge ~~more~~during ~~revenue~~the isthree toand besix ~~recognized~~months ~~under~~ended ~~this agreement,~~September ~~but~~30, is2025 ~~eliminated~~and ~~as an intercompany transaction~~2024.

~~Non-controlling Interests~~11

InIndefinite-lived ~~accordance~~Intangible with ASC Topic 810, Consolidation (“ASC 810”), the Company assesses whether it has a variable interest in legal entities in which it has a financial relationship and, if so, whether or not those entities are variable interest entities (“VIEs”). For those entities that qualify as VIEs, ASC 810 requires the Company to determine if the Company is the primary beneficiary of the VIE, and if so, to consolidate the VIE.Assets

IfThe anCompany ~~entity~~accounts isfor ~~determined~~its toindefinite-lived beintangible aassets ~~VIE,~~in ~~the~~accordance ~~Company~~with ~~evaluates~~ASC ~~whether~~Topic ~~the~~350, ~~Company~~Intangibles is- ~~the~~Goodwill ~~primary~~and ~~beneficiary~~Other (“ASC 350”). ~~The~~Indefinite-lived ~~primary~~intangible ~~beneficiary~~assets ~~analysis is~~are anot ~~qualitative~~amortized ~~analysis~~but ~~based~~instead onare ~~power~~reviewed ~~and~~for ~~economics.~~impairment ~~The~~annually, ~~Company~~or ~~consolidates~~more frequently ~~a VIE~~ if ~~both~~an ~~power~~event ~~and~~occurs ~~benefits~~or ~~belong~~circumstances tochange ~~the~~which ~~Company –~~indicate that isan asset might be impaired. Pursuant to ASC 350, the Company tests ~~(i)~~its ~~has~~indefinite-lived ~~the~~intangible ~~power~~assets, towhich ~~direct~~consist ~~the~~of ~~activities~~certain ofin-process aresearch ~~VIE~~and ~~that~~development ~~most~~(IPR&D) ~~significantly~~assets ~~influence~~acquired via the ~~VIE~~Company’s ~~economic performance~~business ~~(power),~~combinations ~~and~~with ~~(ii)~~Orocidin ~~has~~A/S ~~the~~and ~~obligation~~Bio-Convert toA/S ~~absorb~~detailed ~~losses~~in ofNote 10, orfor ~~the~~impairment ~~right~~by comparing their fair values to ~~receive~~their ~~benefits~~carrying ~~from,~~values. An impairment charge is recorded if the ~~VIE~~estimated ~~that~~fair ~~could~~value ~~potentially be~~of ~~significant~~such toassets ~~the~~has ~~VIE~~decreased below ~~(benefits)~~their carrying values. The Company ~~consolidates~~did ~~VIEs~~not ~~whenever~~record itan isimpairment ~~determined~~charge ~~that~~during the ~~Company~~three isand ~~the~~six ~~primary~~months ~~beneficiary~~ended September 30, 2025 and 2024.

~~Following~~Revenue the acquisition of 95% of Orocidin A/S in May 2024, the Company determined that Orocidin A/S was a VIE, and that the Company was the primary beneficiary. While the Company owned 95% of Orocidin A/S’s equity interests, the remaining equity interests in Orocidin A/S were owned by unrelated third parties, and the agreement with these third parties provided the Company with greater voting rights. Accordingly, the Company consolidated its interest in Orocidin A/S under the VIE rules and reflected the third parties’ interests in the condensed consolidated financial statements as a non-controlling interest. The Company recorded this non-controlling interest at its initial fair value, adjusting the basis prospectively for the third parties’ share of the respective consolidated investments’ net income or loss or equity contributions and distributions. These non-controlling interests were not redeemable by the equity holders and were presented as part of permanent equity. Income and losses were allocated to the non-controlling interest holders based on its economic ownership percentage. Transactions with non-controlling interests that do not result in a loss of control are accounted for as equity transactions. Any difference between the fair value of the consideration paid or received and the carrying amount of the non-controlling interest is recognized in equity.Recognition

12The Company recognizes revenue under ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). The Company determines revenue recognition through the following steps:

~~In November~~● ~~2024,~~Identification ~~the~~of ~~Company~~a ~~acquired~~contract ~~the~~with ~~remaining~~a 5%customer; ~~interest~~● inIdentification ~~Orocidin~~of ~~A/S.~~the Asperformance aobligations ~~result,~~in ~~Orocdin~~the ~~A/S~~contract; ~~became~~● aDetermination ~~wholly~~of ~~owned~~the ~~subsidiary and~~transaction ~~was~~price; no● ~~longer~~Allocation ~~considered~~of athe ~~VIE.~~transaction ~~The~~price ~~noncontrolling~~to ~~interest~~the inperformance ~~Orocidin~~obligations ~~was~~in ~~derecognized from~~ the ~~Company’s~~contract; ~~condensed~~and ~~consolidated financial~~● ~~statements~~Recognition ~~at the time~~ of ~~the~~revenue ~~acquisition~~when ofor as the ~~remaining~~performance 5%obligations ~~interest~~are satisfied.

~~Risks~~In ~~and~~January ~~Uncertainties~~2024, the Company signed an agreement with Orocidin for which it recognized $2,500 in revenue during the year ended March 31, 2025. Since Orocidin became a subsidiary in the quarter ended June 30, 2024, no more revenue is to be recognized under this agreement, but is eliminated as an intercompany transaction.

~~The~~In ~~Company’s~~June ~~operations are subject to a number of factors that can affect its operating results and financial condition. Such factors include~~2024, ~~but are not limited to:~~ the ~~results~~Company ofsigned ~~research~~an ~~and~~agreement ~~development,~~with ~~clinical~~Bio-Convert ~~testing~~for ~~and~~which ~~trial~~it ~~activities~~recognized ~~of the Company’s products~~$2,500 ~~the~~in ~~Company’s~~revenue ~~ability~~during tothe ~~obtain~~year ~~regulatory~~ended ~~approval~~March ~~to market its products~~31, ~~competition from products manufactured and~~ ~~sold~~2025. orSince ~~being~~Bio-Convert ~~developed~~became bya ~~other~~subsidiary ~~companies,~~in the ~~price~~quarter ~~of,~~ended ~~and~~December ~~demand for~~31, ~~Company’s products~~2024, ~~the~~no ~~Company’s~~more ~~ability~~revenue is to ~~negotiate favorable~~be ~~licensing~~recognized orunder ~~other~~this ~~manufacturing and marketing agreements for its products~~agreement, but ~~and~~is ~~the~~eliminated ~~Company’s~~as ~~ability~~an tointercompany ~~raise capital~~transaction.

~~Recently~~Non-controlling ~~Issued Accounting Pronouncements~~Interests

In ~~December~~accordance ~~2023,~~with ~~the~~ASC ~~FASB~~Topic ~~issued ASU 2023-09~~810, ~~Income~~Consolidation ~~Taxes~~ (~~Topic~~“ASC ~~740~~810”), ~~Improvements~~the toCompany ~~Income~~assesses ~~Tax~~whether ~~Disclosures.~~it ~~This~~has ~~Update~~a ~~enhances~~variable ~~the~~interest ~~transparency~~in ~~and~~legal ~~usefulness~~entities ofin ~~income~~which ~~tax~~it ~~disclosures,~~has ~~particularly~~a infinancial ~~the~~relationship ~~rate reconciliation table~~ and, ~~disclosures~~if ~~about~~so, ~~income~~whether ~~taxes paid.~~or ~~The~~not ~~guidance~~those ~~also~~entities ~~eliminates~~are ~~certain~~variable ~~existing~~interest ~~requirements~~entities ~~related to uncertain tax positions and unrecognized deferred tax liabilities~~(“VIEs”). ~~The~~For ~~amendments~~those inentities ~~this~~that ~~Update~~qualify ~~are~~as ~~effective for annual periods beginning after December 15~~VIEs, ~~2024.~~ASC ~~Early~~810 ~~adoption~~requires of the ~~amendments~~Company ~~is permitted~~to ~~for~~determine ~~annual~~if ~~financial~~the ~~statements that have not yet been issued. The~~ Company is in the ~~process~~primary beneficiary of ~~evaluating~~ the ~~impact of this~~VIE, ~~new guidance on its consolidated financial statements~~ and ~~anticipates~~if ~~reflecting~~so, ~~the~~to ~~impact~~consolidate ~~of adoption in its annual financial statements for~~ the ~~year ended March 31, 2026~~VIE.

InIf ~~November~~an ~~2024,~~entity ~~the~~is ~~FASB~~determined ~~issued~~to ~~ASU~~be ~~2024-03,~~a ~~Disaggregation of Income Statement Expenses (“DISE”)~~VIE, ~~which~~the ~~will~~Company ~~require additional~~evaluates ~~disclosure~~whether of the ~~nature~~Company ofis ~~expenses included in~~ the ~~income~~primary ~~statement in response to longstanding requests from investors for more information about an entity’s expenses~~beneficiary. ~~This~~The ~~ASU~~primary ~~was~~beneficiary ~~further clarified by ASU 2025-01, Income Statement (Topic 220):~~analysis ~~Reporting~~is ~~Comprehensive~~a ~~Income~~qualitative -analysis ~~Expense~~based ~~Disaggregation~~on ~~Disclosures,~~power ~~Disaggregation~~and ~~of Income Statement Expenses, which was issued in December 2024~~economics. The ~~new~~Company ~~standards~~consolidates ~~require~~a ~~disclosures~~VIE ~~about~~if ~~specific~~both ~~types~~power ofand ~~expenses~~benefits ~~included~~belong into the ~~expense~~Company – ~~captions~~that ~~presented~~is, on the ~~face~~Company of(i) has the ~~income~~power ~~statement~~to asdirect ~~well~~the asactivities ~~disclosures~~of ~~about~~a ~~selling~~VIE ~~expenses.~~that ~~The~~most ~~new~~significantly ~~standards~~influence ~~will~~the beVIE’s ~~effective~~economic performance ~~for~~(power), ~~public~~and ~~companies for~~(ii) ~~fiscal~~has ~~years~~the ~~beginning~~obligation ~~after~~to ~~December~~absorb ~~15,~~losses ~~2026~~of, ~~and~~or ~~interim~~the ~~periods~~right ~~within~~to ~~fiscal~~receive ~~years~~benefits ~~beginning~~from, ~~after~~the ~~December~~VIE ~~15,~~that ~~2027.~~could ~~The requirements~~potentially ~~will~~ be ~~applied~~significant ~~prospectively~~to ~~with~~ the ~~option~~VIE ~~for retrospective application~~(benefits). ~~Early adoption is permitted.~~ The Company isconsolidates ~~currently~~VIEs ~~evaluating the~~whenever ~~impact~~it ofis ~~these~~determined ~~accounting~~that ~~standard~~the ~~updates~~Company onis ~~its~~the ~~financial~~primary ~~statements~~beneficiary.

~~The Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.~~12

~~NOTE~~Following 3the acquisition of 95% of Orocidin A/S in May 2024, the Company determined that Orocidin A/S was a VIE, and that the Company was the primary beneficiary. While the Company owned 95% of Orocidin A/S’s equity interests, the remaining equity interests in Orocidin A/S were owned by unrelated third parties, and the agreement with these third parties provided the Company with greater voting rights. Accordingly, the Company consolidated its interest in Orocidin A/S under the VIE rules and reflected the third parties’ interests in the condensed consolidated financial statements as a non-controlling ~~GOING~~interest. ~~CONCERN~~The Company recorded this non-controlling interest at its initial fair value, adjusting the basis prospectively for the third parties’ share of the respective consolidated investments’ net income or loss or equity contributions and distributions. These non-controlling interests were not redeemable by the equity holders and were presented as part of permanent equity. Income and losses were allocated to the non-controlling interest holders based on its economic ownership percentage. Transactions with non-controlling interests that do not result in a loss of control are accounted for as equity transactions. Any difference between the fair value of the consideration paid or received and the carrying amount of the non-controlling interest is recognized in equity.

~~The~~In ~~Company’s~~November ~~unaudited condensed consolidated financial statements have been prepared on a going concern basis~~2024, ~~which assumes~~ the Company ~~will~~acquired ~~be able to realize its assets and discharge its liabilities in~~ the ~~normal~~remaining ~~course~~5% ofinterest ~~business for the foreseeable future. The Company has recognized nominal revenue and has incurred losses since inception resulting~~ in anOrocidin ~~accumulated deficit of $47,991,734 and held cash of $8,418 as of June 30, 2025~~A/S. As a result, ~~the~~Orocdin ~~Company’s~~A/S ~~current~~became ~~funds~~a ~~will~~wholly ~~not~~owned besubsidiary and ~~sufficient~~was tono ~~meet~~longer ~~its~~considered ~~needs~~a ~~for~~VIE. ~~more~~The ~~than~~noncontrolling ~~twelve months~~interest ~~from~~in ~~the~~Orocidin ~~date~~was ofderecognized ~~issuance~~from ofthe ~~these~~Company’s ~~unaudited~~ condensed consolidated financial statements. ~~Accordingly,~~at ~~there~~the istime ~~substantial~~of ~~doubt about~~ the ~~ability~~acquisition toof ~~continue~~the asremaining a5% ~~going concern~~interest.

~~The~~Risks ~~ability to continue as a going concern is dependent upon the Company’s recent acquisitions, its generating profitable operations in the future~~ and~~/or~~ obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and through private placements of Common Stock. The unaudited condensed consolidated financial statements of the Company do not include any adjustments that may result from the outcome of these uncertainties.Uncertainties

13The Company’s operations are subject to a number of factors that can affect its operating results and financial condition. Such factors include, but are not limited to: the results of research and development, clinical testing and trial activities of the Company’s products, the Company’s ability to obtain regulatory approval to market its products, competition from products manufactured and sold or being developed by other companies, the price of, and demand for, Company’s products, the Company’s ability to negotiate favorable licensing or other manufacturing and marketing agreements for its products, and the Company’s ability to raise capital.

~~NOTE~~Recently 4Issued -Accounting ~~INVESTMENTS~~Pronouncements

OnIn ~~June~~December ~~20,~~ 2023, the ~~Company~~FASB ~~and~~issued GKASU ~~Partners~~2023-09, ~~ApS~~Income ~~entered~~Taxes ~~into~~(Topic a740), ~~Stock~~Improvements ~~Purchase~~to ~~and~~Income ~~Sale~~Tax ~~Agreement,~~Disclosures. ~~under~~This ~~which~~Update GKenhances ~~Partners~~the transparency ~~ApS~~and ~~sold~~usefulness ~~to the~~of ~~Company~~income 5tax disclosures,~~000,000 restricted~~ ~~shares~~particularly ofin ~~common~~the ~~stock~~rate ofreconciliation ~~Mag~~table ~~Mile~~and ~~Capital,~~disclosures ~~Inc.~~about ~~(“Mag~~income ~~Mile”)~~taxes paid. The ~~shares~~guidance ~~were~~also ~~restricted in~~eliminates ~~that~~certain ~~they~~existing ~~were~~requirements ~~subject~~related to auncertain ~~registration~~tax ~~statement~~positions ~~being~~and ~~filed~~unrecognized ondeferred ~~Form~~tax ~~S-1~~liabilities. The byamendments ~~Mag~~in ~~Mile~~this onUpdate ~~September~~are 6,effective ~~2023.~~for ~~The~~annual ~~Form~~periods ~~S-1~~beginning ~~became~~after ~~effective on~~December ~~July 5~~15, 2024,. ~~removing~~Early adoption of the ~~restriction~~amendments onis permitted ~~the~~for ~~shares.~~annual Infinancial ~~exchange,~~statements ~~the~~that ~~Company~~have not yet been issued. ~~250,000 restricted~~The ~~shares~~Company ofis ~~its~~in ~~Common Stock~~the toprocess GKof ~~Partners~~evaluating ~~ApS.~~the ~~The~~impact ~~shares~~of ~~were~~this new ~~valued~~guidance aton ~~$1,750,000,~~its atconsolidated afinancial ~~price~~statements ofand ~~$7.00 per~~anticipates ~~share,~~reflecting the ~~closing~~impact ~~stock~~of ~~price~~adoption ~~for~~in ~~the~~its ~~Company’s Common~~annual ~~stock~~financial onstatements for the ~~last~~year ~~business~~ended ~~day~~March ~~before~~31, ~~the agreement~~2026.

~~The~~In ~~Company~~November ~~accounts~~2024, ~~for~~the ~~its~~FASB ~~investment~~issued ~~under~~ASU ~~the~~2024-03, ~~guidance~~Disaggregation of ~~ASC~~Income ~~Topic~~Statement ~~321~~Expenses (“DISE”), ~~Investments –~~which ~~Equity~~will ~~Securities,~~require additional ~~which~~disclosure ~~provides~~of ~~guidance~~the ~~for~~nature ~~equity~~of ~~interests~~expenses ~~that~~included ~~meet~~in the ~~definition~~income ofstatement in response to longstanding requests from investors for more information about an ~~equity~~entity’s ~~security~~expenses. ~~Equity~~This ~~interests~~ASU was further clarified by ASU 2025-01, Income Statement (Topic 220): ~~with~~Reporting ~~readily~~Comprehensive ~~determinable~~Income ~~fair~~- ~~values~~Expense ~~are~~Disaggregation ~~carried~~Disclosures, atDisaggregation ~~fair~~of ~~value~~Income ~~with~~Statement ~~changes~~Expenses, which was issued in ~~value~~December ~~recorded~~2024. The new standards require disclosures about specific types of expenses included in ~~earnings.~~the ~~Investments~~expense ~~without~~captions ~~readily~~presented on ~~determinable~~the ~~fair~~face ~~values~~of ~~are~~the ~~accounted~~income ~~for~~statement ~~using~~as ~~the~~well ~~measurement~~as ~~alternative~~disclosures ~~which~~about isselling atexpenses. ~~cost~~The ~~minus~~new ~~impairment~~standards will be effective for public companies for fiscal years beginning after December 15, if2026, ~~any~~and interim periods within fiscal years beginning after December 15, ~~plus~~2027. orThe ~~minus~~requirements ~~changes~~will ~~resulting~~be ~~from~~applied ~~observable~~prospectively ~~price~~with ~~changes~~the inoption ~~orderly~~for ~~transactions~~retrospective ~~for~~application. ~~the~~Early ~~identical~~adoption oris apermitted. ~~similar~~The ~~investment~~Company ofis currently evaluating the ~~same~~impact ~~issuer~~of these accounting standard updates on its financial statements.

~~There~~The isCompany andoes ~~active~~not ~~market~~believe ~~for~~that ~~the~~there ~~shares~~are ofany ~~Mag~~other ~~Mile~~new asaccounting ofpronouncements ~~June 30,~~that ~~2025.~~have ~~Therefore,~~been ~~the~~issued ~~investment had an observable change in the value of Mag Mile’s shares~~ that ~~can~~might behave ~~used~~a tomaterial ~~adjust the value of the Company’s investment in those shares. During~~impact ~~the~~on ~~three~~its ~~months~~financial ~~ended~~position ~~June~~or ~~30,~~results ~~2025, the Company observed price changes to the trading price per share~~ of ~~Mag Mile’s common stock and recorded a decrease of $375,000 in the Company’s investment~~operations.

NOTE 53 - ~~RELATED~~GOING ~~PARTY TRANSACTIONS~~CONCERN

~~Mr.~~The ~~Tom~~Company’s ~~Glasner~~unaudited ~~Larsen~~condensed isconsolidated ~~the~~financial ~~spouse~~statements ofhave ~~Mrs.~~been ~~Glaesner~~prepared on a going concern basis, ~~CEO~~which ofassumes GKthe Company ~~Partners~~will ~~and~~be ~~was~~able ato ~~member~~realize ofits ~~our~~assets ~~board~~and ofdischarge ~~directors~~its ~~from~~liabilities ~~February~~in ~~23,~~the ~~2023 until~~normal ~~his~~course ~~voluntary~~of ~~retirement~~business onfor ~~June~~the 9,foreseeable ~~2023~~future. The HeCompany ~~was~~has arecognized ~~beneficial~~nominal ~~owner~~revenue ofand ahas ~~controlling~~incurred ~~interest~~losses insince NPinception ~~Bioinnovation~~resulting ~~A/S~~in ~~(formerly Managementselskabet~~an afaccumulated ~~12.08.2020~~deficit ~~A/S)~~of ~~until~~$49,503,208 and ~~its~~held ~~acquisition~~cash byof ~~the~~$242,155 ~~Company~~as onof ~~February~~September 2330, ~~2023~~2025. HeAs ~~was~~a ~~also~~result, athe ~~beneficial~~Company’s ~~owner~~current offunds ~~a controlling~~will ~~interest~~not inbe ~~Orocidin~~sufficient ~~A/S~~to ~~until~~meet its needs ~~acquisition~~for bymore ~~the~~than ~~Company~~twelve onmonths ~~May~~from ~~13,~~the ~~2024,~~date ~~and~~of aissuance ~~beneficial~~of ~~owner~~these ofunaudited acondensed ~~controlling~~consolidated ~~interest in~~financial ~~Bio-Convert~~statements. ~~A/S~~Accordingly, there ~~until~~is ~~its~~substantial ~~acquisition~~doubt byabout the ~~Company~~ability onto ~~November~~continue ~~11,~~as ~~2024~~a going concern.

~~Effective~~The ~~April~~ability 1,to ~~2022,~~continue weas ~~issued~~a togoing GKconcern ~~Partners,~~is ~~for~~dependent ~~financial~~upon ~~services~~the Company’s recent acquisitions, aits ~~warrant~~generating (profitable operations in the ~~“2022~~future GKand/or ~~Warrant”)~~obtaining tothe ~~purchase~~necessary upfinancing to ~~600,000 shares~~meet ofits ~~our~~obligations ~~Common~~and ~~Stock~~repay atits anliabilities ~~exercise~~arising ~~price~~from normal ofbusiness ~~$10.00~~operations ~~per~~when ~~share,~~they ~~and~~come ~~which~~due. ~~had~~Management anintends ~~expiration~~to ~~date~~finance ofoperating ~~December~~costs ~~31,~~over ~~2023.~~the ~~The~~next ~~Company~~twelve months with ~~determined~~existing ~~that~~cash ~~the~~on ~~2022~~hand GKand ~~Warrant~~through isprivate ~~not~~placements ~~precluded~~of ~~from~~Common ~~equity~~Stock. ~~classification~~In ~~and~~October ~~was~~2025, ~~therefore~~the ~~recorded~~Company ~~within~~issued ~~additional~~to ~~paid-in~~certain private ~~capital~~investors ona ~~the~~total ~~Company’s~~of ~~consolidated~~225,000 ~~balance~~restricted ~~sheets~~shares atof its ~~issuance~~common ~~date~~stock, ~~fair~~par value $0.001 Onper ~~December~~share. ~~22,~~The ~~2023,~~price ~~the~~per ~~expiration~~share ~~date~~was $2.75 for ofgross ~~the~~proceeds ~~warrant~~of $618,750. ~~covering~~The ~~570,500 remaining~~unaudited ~~unexercised~~condensed ~~warrant~~consolidated ~~shares,~~financial ~~was~~statements ~~extended~~of ~~to December~~the ~~31,~~Company ~~2024.~~do Onnot ~~December~~include ~~31,~~any ~~2024~~adjustments that may result from the ~~2022~~outcome GKof ~~Warrant~~these ~~expired~~uncertainties.

Effective December 30, 2024, warrants were issued to GK Partners (the “2024 GK Warrant”) to purchase up to 1,000,000 shares of the Company’s Common Stock at an exercise price equal to the greater of $8.91 and the daily volume weighted average price of the Common Stock for the ten trading days immediately preceding the date of exercise. The 2024 GK Warrant was scheduled to expire on December 31, 2025. The Company determined that the 2024 GK Warrant was precluded from being classified within equity and was liability classified under ASC Topic 815, Derivatives and Hedging. During the year ended March 31, 2025, GK Partners exercised a portion of its 2024 GK Warrant for a total of 35,176 shares. The exercise price ranged from $8.91 to $8.95 per share for total proceeds of $313,455. On March 31, 2025, the 2024 GK Warrant was terminated. Immediately prior to the termination, the fair value of the 2024 GK Warrant was $167,000, which was reclassified to additional paid in capital due to the related party relationship with GK Partners. As of March 31, 2025, the Company recognized no warrant liability on the consolidated balance sheet.13

14NOTE 4 - INVESTMENTS

AsOn ~~detailed in Note 4, on~~ June 20, 2023, the Company and GK Partners ApS entered into a Stock Purchase and Sale Agreement, ~~whereby~~under which GK Partners ApS sold to the Company ~~acquired~~ ~~equity~~5,000,000 ~~interests~~restricted shares of common stock of Mag Mile Capital, Inc. (“Mag Mile”). The shares were restricted in that they were subject to a registration statement being filed on Form S-1 by Mag Mile on September 6, 2023. The Form S-1 became effective on July 5, 2024, removing the restriction on the shares. In exchange, the Company issued 250,000 restricted shares of its Common Stock to GK Partners ApS. The shares were valued at $1,750,000, at a price of $7.00 per share, the closing stock price for the Company’s Common stock on the last business day before the agreement.

~~During~~There is an active market for the ~~three~~shares ~~months~~of ~~ended~~Mag ~~June~~Mile as of September 30, 2025. Therefore, GKthe ~~Partners~~investment ~~purchased~~had ~~49,000~~an observable change in the value of Mag Mile’s shares that can be used to adjust the value of the Company’s ~~common~~investment ~~stock~~in atthose ashares. During the three and six months ended September 30, 2025, the Company observed price ofchanges ~~$5.00~~to the trading price per share ~~for~~of ~~gross~~Mag ~~proceeds~~Mile’s common stock and recorded a decrease of $~~245~~300,000 and $675,000, respectively in the Company’s investment.

~~Mr.~~NOTE ~~Bennett~~5 ~~Yankowitz,~~- ~~our~~RELATED ~~chief~~PARTY financial officer and director, was affiliated with legal counsel who provided us with general legal services (the “Affiliate”). We recorded legal fees to the Affiliate of $294 and $17,782 for the three months ended June 30, 2025 and 2024, respectively. As of June 30, 2025 and March 31, 2025, we had no outstanding payables due to the Affiliate for either period.TRANSACTIONS

~~Our~~Mr. ~~employment~~Tom ~~agreement~~Glasner ~~with~~Larsen ~~Henrik~~is ~~Rouf~~the spouse of Mrs. Glaesner, ~~our~~CEO ~~chief~~of ~~executive~~GK ~~officer~~Partners, ~~provided~~and ~~for~~was a ~~base~~member ~~salary~~of our board of ~~$72,000~~directors ~~per~~from ~~year~~February 23, ~~commencing April~~2023 1until his voluntary retirement on June 9, 2023,. ~~and~~He ~~had~~was a ~~term~~beneficial owner of ~~1one~~a ~~year~~controlling interest in NP Bioinnovation A/S (formerly Managementselskabet af 12.08.2020 OnA/S) ~~April~~until 8,its ~~2024~~acquisition by the ~~agreement~~Company ~~was~~on ~~amended~~February to23, ~~increase Mr~~2023. ~~Rouf’s~~He ~~annual~~was ~~salary~~also toa ~~$120,000~~beneficial owner of a ~~and~~controlling tointerest ~~extend~~in ~~the~~Orocidin ~~term~~A/S tountil ~~April~~its 1,acquisition ~~2025.~~by Onthe ~~July~~Company 1on May 13, ~~2025~~2024, ~~the~~and ~~agreement~~a ~~was~~beneficial ~~amended~~owner toof ~~increase~~a ~~Mr.~~controlling ~~Rouf’s~~interest in ~~annual~~Bio-Convert ~~salary~~A/S tountil ~~$360,000 and~~its toacquisition ~~extend~~by the ~~term~~Company toon ~~July~~November 111, ~~2026~~2024.

~~Our~~Effective ~~consulting~~April ~~agreement~~1, ~~with~~2022, ~~Bennett~~we ~~Yankowitz,~~issued ~~our~~to ~~chief~~GK ~~financial~~Partners, ~~officer~~for ~~and~~financial services, a ~~member~~warrant of(the ~~our~~“2022 ~~board~~GK ofWarrant”) ~~directors,~~to ~~provided~~purchase ~~for~~up ato ~~base~~600,000 ~~salary~~shares of ~~$36,000~~our ~~per~~Common ~~year,~~Stock ~~commencing~~at ~~April~~an 1,exercise ~~2023~~price of $10.00 per share, and which had aan ~~term~~expiration date of ~~one~~December ~~year~~31, 2023. OnThe ~~April~~Company determined 8,that ~~2024~~ the ~~agreement~~2022 GK Warrant was ~~amended~~not toprecluded ~~increase~~from equity classification and was therefore recorded within additional paid-in ~~Mr.~~capital ~~Yankowitz~~on the Company’s ~~annual~~consolidated ~~salary~~balance tosheets ~~$60~~at its issuance date fair value. On December 22,~~000~~ ~~and~~2023, tothe ~~extend~~expiration date of the ~~term~~warrant, covering 570,500 remaining unexercised warrant shares, was extended to ~~April~~December 131, ~~2025~~2024. OnDuring ~~July~~the 1quarter ended September 30, ~~2025~~2024, ~~the~~GK ~~agreement~~Partners ~~was~~exercised ~~amended~~a ~~to increase~~portion Mrof its warrant for 19,400 shares. ~~Yankowitz’s~~The ~~annual~~exercise ~~salary~~price towas $~~120~~10.00 per share for total proceeds of $194,000. ~~and~~On toDecember ~~extend~~31, 2024 the ~~term~~2022 toGK ~~July~~Warrant ~~1, 2026~~expired.

~~During~~Effective December 30, 2024, warrants were issued to GK Partners (the ~~three~~“2024 ~~months~~GK ~~ended~~Warrant”) ~~June~~to 30purchase up to 1,000,000 shares of the Company’s Common Stock at an exercise price equal to the greater of $8.91 and the daily volume weighted average price of the Common Stock for the ten trading days immediately preceding the date of exercise. The 2024 GK Warrant was scheduled to expire on December 31, 2025. The Company determined that the 2024 GK Warrant was precluded from being classified within equity and was liability classified under ASC Topic 815, Derivatives and Hedging. During the year ended March 31, 2025, GK Partners exercised a ~~related~~portion ~~party~~of ~~forgave~~its ~~their~~2024 GK ~~payable~~Warrant for a total of ~~$13~~35,~~886~~176 shares. The ~~amount~~exercise ~~has~~price ~~been~~ranged ~~credited~~from $8.91 to $8.95 per share for total proceeds of $313,455. On March 31, 2025, the 2024 GK Warrant was terminated. Immediately prior to the termination, the fair value of the 2024 GK Warrant was $167,000, which was reclassified to additional paid in capital due to the related party relationship with GK Partners.

Effective June 3, 2024, Christian Hill-Madsen resigned from the Board of Directors of the Company, and the remaining Board members appointed Peter Severin as his replacement and as Chairman of the Board of Directors. Mr. Hill-Madsen will continue as CEO of NP Bioinnovation A/S, of which the Company acquired 100% of the outstanding shares in exchange for shares of the Company on February 23, 2023.14

OnAs ~~June~~detailed 3,in ~~2024~~Note 4, ~~the~~on ~~Company’s~~June ~~Board of Directors approved a compensation plan under which the Chairman of the Board of Directors will receive compensation of $~~20,~~000~~ ~~per annum~~2023, ~~and~~the ~~each~~Company ~~other~~and ~~Director~~GK ~~will~~Partners ~~receive~~entered ~~compensation~~into ofa ~~$10,000~~Stock ~~per~~Purchase ~~annum,~~and inSale ~~consideration of~~Agreement ~~their~~whereby ~~serving on~~ the ~~Corporation’s~~Company acquired ~~Board~~equity ofinterests ~~Directors, payable~~ in ~~equal~~Mag ~~installments semiannually in arrears, commencing December 31, 2024, without proration for partial terms~~Mile.

~~NOTE~~During 6the -six ~~FAIR~~months ~~VALUE~~ended ~~MEASUREMENTS~~September 30, 2025, GK Partners purchased 49,000 shares of the Company’s common stock at a price of $5.00 per share for gross proceeds of $245,000.

~~The~~Mr. ~~following~~Bennett ~~tables~~Yankowitz, ~~provide~~our ~~information~~chief ~~related~~financial officer and director, was affiliated with legal counsel who provided us with general legal services (the “Affiliate”). We recorded legal fees to the ~~Company’s~~Affiliate ~~assets~~of $15,198 and ~~liabilities~~$20,852 ~~measured~~for atthe ~~fair~~three ~~value~~months onended aSeptember ~~recurring basis~~30, as2025 and 2024, respectively, and $16,492 and $38,634 for the six months ended September 30, 2025 and 2024, respectively. As of September 30, 2025 and March 31, 2025, ~~and~~we ~~2024:~~had no outstanding payables due to the Affiliate for either period.

~~SCHEDULE~~Our employment OFagreement ~~ASSETS~~with ~~AND~~Henrik ~~LIABILITIES~~Rouf, ~~MEASURED~~our ATchief ~~FAIR~~executive ~~VALUE~~officer, provided for a base salary of $72,000 per year, commencing April 1, 2023, and had a term of one year. On April 8, 2024 the agreement was amended to increase Mr. Rouf’s annual salary to $120,000 and to extend the term to April 1, 2025. On July 1, 2025 the agreement was amended to increase Mr. Rouf’s annual salary to $360,000 and to extend the term to July 1, 2026.

	Level 1		Level 2		Level 3		Total
	June 30, 2025
	Level 1		Level 2		Level 3		Total
Assets:
Investment in Mag Mile Capital, Inc.	$	1,550,000	$	—	$	—	$	1,550,000
Assets	$	1,550,000	$	—	$	—	$	1,550,000

Our consulting agreement with Bennett Yankowitz, our chief financial officer and a member of our board of directors, provided for a base salary of $36,000 per year, commencing April 1, 2023, and had a term of one year. On April 8, 2024 the agreement was amended to increase Mr. Yankowitz’s annual salary to $60,000 and to extend the term to April 1, 2025. On July 1, 2025 the agreement was amended to increase Mr. Yankowitz’s annual salary to $120,000 and to extend the term to July 1, 2026.

	Level 1		Level 2		Level 3		Total
	March 31, 2025
	Level 1		Level 2		Level 3		Total
Assets:
Investment in Mag Mile Capital, Inc.	$	1,925,000	$	—	$	—	$	1,925,000
Assets	$	1,925,000	$	—	$	—	$	1,925,000

During the six months ended September 30, 2024, a related party forgave their payable of $13,886. The amount has been credited to additional paid in capital.

15Effective June 3, 2024, Christian Hill-Madsen resigned from the Board of Directors of the Company, and the remaining Board members appointed Peter Severin as his replacement and as Chairman of the Board of Directors. Mr. Hill-Madsen will continue as CEO of NP Bioinnovation A/S, of which the Company acquired 100% of the outstanding shares in exchange for shares of the Company on February 23, 2023.

~~NOTE~~On 7June -3, ~~PREFERRED~~2024, ~~STOCK~~the Company’s Board of Directors approved a compensation plan under which the Chairman of the Board of Directors will receive compensation of $20,000 per annum, and each other Director will receive compensation of $10,000 per annum, in consideration of their serving on the Corporation’s Board of Directors, payable in equal installments semiannually in arrears, commencing December 31, 2024, without proration for partial terms.

~~Preferred~~NOTE ~~Stock~~6 - FAIR VALUE MEASUREMENTS

WeThe ~~have~~following ~~authorized~~tables ~~5,000,000~~provide ~~shares,~~information ~~$0.001~~related par value, preferred stock (the “Preferred Stock”) of which 500,000 shares have been issued and redeemed, and therefore are not considered outstanding. In addition, 500,000 shares of Preferred Stock have been designated as Series A Junior Participating Preferred Stock (the “Junior Preferred Stock”) with the designations and the powers, preferences, rights, qualifications, limitations and restrictions specified in the Certificate of Designation of the Junior Preferred Stock filed with the Delaware Department of State on January 28, 2008. Such number of shares may be increased or decreased by resolution of the Board of Directors, provided that no decrease shall reduce the number of shares of Junior Preferred Stock to ~~a number less than~~ the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Company ~~that are convertible into Junior Preferred Stock. Each share of Junior Preferred Stock shall entitle the holder to 100 votes on all matters submitted to a vote of the Company~~’s ~~stockholders. The~~assets ~~holders of shares of Junior Preferred Stock, in preference to the holders of the Company’s Common Stock~~ and ofliabilities ~~any~~measured ~~other~~at ~~junior stock,~~fair ~~shall~~value beon ~~entitled~~a torecurring ~~receive, when and if declared by the Board of Directors out of funds legally available for the purpose, quarterly~~basis ~~dividends~~as ~~payable in cash. Upon the Company’s liquidation, dissolution or winding up, no distribution shall be made to the holders~~ of ~~shares~~September of stock ranking junior to the Junior Preferred Stock unless, prior thereto, the holders of shares of Junior Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon. The Junior Preferred Stock shall rank, with respect to the payment of dividends and the distribution of assets, junior to all series of any other class of Preferred Stock. As of June 30, 2025 and March 31, 2025~~, there are no shares of Junior Preferred Stock or undesignated Preferred Stock issued and outstanding.~~:

~~NOTE 8~~SCHEDULE -OF ~~COMMON~~ASSETS ~~STOCK~~AND ~~TRANSACTIONS~~LIABILITIES MEASURED AT FAIR VALUE

The Company is authorized to issue 50,000,000 shares of common stock with a par value of $0.001 per share (the “Common Stock”). Holders of the Company’s Common Stock are entitled to one vote for each share.

	Level 1		Level 2		Level 3		Total
	September 30, 2025
	Level 1		Level 2		Level 3		Total
Assets:
Investment in Mag Mile Capital, Inc.	$	1,250,000	$	—	$	—	$	1,250,000
Assets	$	1,250,000	$	—	$	—	$	1,250,000

During the three months ended June 30, 2025, the Company issued 89,000 shares of Common Stock to private investors. The purchase price ranged from $4.00-5.00 per share, resulting in total net proceeds of $409,970.

	Level 1		Level 2		Level 3		Total
	March 31, 2025
	Level 1		Level 2		Level 3		Total
Assets:
Investment in Mag Mile Capital, Inc.	$	1,925,000	$	—	$	—	$	1,925,000
Assets	$	1,925,000	$	—	$	—	$	1,925,000

~~NOTE 9 - STOCK-BASED COMPENSATION~~15

InNOTE ~~June~~7 ~~2024, the Company established the Nordicus Partners Corporation 2024 Stock Incentive Plan (the “Plan”). The purpose of the Plan is to promote the long~~-~~term~~ ~~growth~~PREFERRED and profitability of the Company by (i) providing key people with incentives to improve stockholder value and to contribute to the growth and financial success of the Company, and (ii) enabling the Company to attract, retain and reward the best-available persons.STOCK

~~The~~Preferred Plan permits the granting of stock options (including incentive stock options qualifying under Code Section 422 and nonqualified stock options), stock appreciation rights (SARs), restricted or unrestricted stock awards, restricted stock units, performance awards, other stock-based awards, or any combination of the foregoing.Stock

~~Participation~~We inhave authorized 5,000,000 shares, $0.001 par value, preferred stock (the ~~Plan~~“Preferred ~~shall~~Stock”) beof ~~open~~which to500,000 ~~all~~shares ~~employees~~have been issued and redeemed, ~~officers~~and therefore are not considered outstanding. In addition, ~~directors~~500,000 shares of Preferred Stock have been designated as Series A Junior Participating Preferred Stock (the “Junior Preferred Stock”) with the designations and ~~consultants~~the powers, preferences, rights, qualifications, limitations and restrictions specified in the Certificate of Designation of the ~~Company~~Junior Preferred Stock filed with the Delaware Department of State on January 28, 2008. Such number of shares may be increased or decreased by resolution of ~~any~~the ~~affiliate~~Board of Directors, provided that no decrease shall reduce the number of shares of Junior Preferred Stock to a number less than the ~~Company~~number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants asor ~~may~~upon bethe ~~selected~~conversion of any outstanding securities issued by the Company ~~from~~that ~~time~~are convertible into Junior Preferred Stock. Each share of Junior Preferred Stock shall entitle the holder to ~~time~~100 votes on all matters submitted to a vote of the Company’s stockholders. The ~~However~~holders of shares of Junior Preferred Stock, ~~only~~in ~~employees~~preference to the holders of the Company,’s Common Stock and of any ~~parent~~other orjunior stock, ~~subsidiary~~shall be entitled to receive, when and if declared by the Board of Directors out of funds legally available for the ~~Company~~purpose, quarterly dividends payable in cash. Upon the Company’s liquidation, dissolution or winding up, no distribution shall be ~~eligible~~made ~~for~~to the ~~grant~~holders of shares of stock ranking junior to the Junior Preferred Stock unless, prior thereto, the holders of shares of Junior Preferred Stock shall have received $100 per share, plus an ~~incentive~~amount ~~stock~~equal ~~option~~to accrued and unpaid dividends and distributions thereon. The ~~grant~~Junior Preferred Stock shall rank, with respect to the payment of andividends ~~award~~and atthe ~~any~~distribution ~~time~~of assets, junior to ~~any~~all ~~person~~series ~~shall~~of ~~not~~any ~~entitle~~other ~~that~~class of ~~person~~Preferred toStock. aAs ~~grant~~of September 30, 2025 and March 31, 2025, there are no shares of anJunior ~~award~~Preferred atStock ~~any~~or ~~future~~undesignated ~~time~~Preferred Stock issued and outstanding.

~~The~~NOTE ~~shares~~8 of Common Stock that may be issued with respect to awards granted under the Plan shall not exceed an aggregate of 7,000,000 shares of Common Stock. The maximum number of shares of Common Stock under the Plan that may be issued as incentive stock options shall be 7,000,000 shares. Regarding performance-~~based~~ ~~award~~COMMON ~~limitations,~~STOCK the number of shares of Common Stock that may be granted in the form of options, SARs, restricted stock awards, restricted stock units, or performance award shares in a single fiscal year to a participant may not exceed 2,000,000 of each form.TRANSACTIONS

16The Company is authorized to issue 50,000,000 shares of common stock with a par value of $0.001 per share (the “Common Stock”). Holders of the Company’s Common Stock are entitled to one vote for each share.

~~The~~During ~~following~~the ~~table~~six ~~summarizes~~months ended September 30, 2025, the Company’s ~~stock~~issued ~~option~~1,146,500 ~~activity~~shares ~~under~~of ~~the~~Common ~~Plan~~Stock ~~for~~to ~~the~~private ~~three~~investors. ~~months~~The ~~ended~~purchase ~~June 30,~~price ~~2025,~~ranged ~~including~~from ~~the~~$1.90-5.00 ~~825,000~~per ~~outstanding options~~share, ~~which~~resulting ~~consist~~in oftotal ~~375,000~~net ~~performance-based~~proceeds ~~awards~~of ~~and 450~~$2,~~000 service-based awards:~~419,220.

~~SCHEDULE~~In August OF2025, ~~STOCK~~the ~~OPTION~~Company’s Board of Directors authorized a share repurchase program which permits the Company to repurchase up to an aggregate of 200,000 shares of the Company’s Common Stock from existing shareholders only, solely in privately negotiated transactions, at a purchase price per share not greater than the then-current market price as determined based on the last reported sale price of the Company’s Common Stock on the Company’s principal trading market. The Company is not obligated to repurchase any shares and may suspend or terminate the program at any time. Repurchased shares may be held as treasury stock or retired, as determined by the Company. The repurchase program will remain in effect until the earliest of (i) the repurchase of 200,000 shares, (ii) 12 months from the date the program was authorized, or (iii) revocation by further Board action. As of September 30, 2025, no share repurchases had closed.

	Number of Stock Options		Weighted- average Exercise Price per Option*		Weighted- average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding as of March 31, 2025		825,000		3.25		9.63		675,000
Granted		—	$	—		—		—
Outstanding as of June 30, 2025		825,000	$	3.25		9.38	$	—
Exercisable and vested as of June 30, 2025		450,000	$	3.25		9.38	$	—

NOTE 9 - STOCK-BASED COMPENSATION

*In June 2024, the Company established the Nordicus Partners Corporation 2024 Stock Incentive Plan (the “Plan”). The ~~weighted-average~~purpose of ~~exercise~~the ~~price~~Plan ~~excludes~~is to promote the ~~exercise~~long-term ~~price~~growth ~~for~~and profitability of the ~~performance~~Company ~~awards~~by ~~due~~(i) providing key people with incentives to improve stockholder value and to contribute to the ~~variable~~growth ~~nature~~and financial success of the ~~exercise~~Company, ~~price.~~and ~~See~~(ii) ~~below~~enabling ~~for~~the ~~more~~Company ~~discussion~~to ofattract, retain and reward the ~~performance~~best-available ~~awards~~persons.

During the year ended March 31, 2025, 375,000 performance awards (the “Performance Awards”) were issued, whose vesting is dependent upon future events that were not deemed probable of occurring at the time of grant through March 31, 2025. The ~~exercise price of the~~ ~~Performance~~Plan ~~Awards~~permits ~~will be equal to~~ the ~~closing~~granting ~~price per share~~ of ~~the Company’s common~~ stock onoptions ~~the~~(including ~~trading~~incentive ~~day~~stock ~~preceding~~options ~~the vesting~~qualifying ~~date.~~under ~~Due~~Code toSection ~~the~~422 ~~variability~~and innonqualified ~~the exercise price of the Performance Awards, that is the exercise price will be equal to the~~stock ~~closing price per share on the date preceding the vesting date~~options), ~~the~~stock ~~Company~~appreciation ~~concluded~~rights ~~that the grant date was not established for accounting purposes. The fair value of the Performance Awards on the date of award was $671~~(SARs),~~250.~~ Asrestricted ofor ~~June~~unrestricted ~~30,~~stock ~~2025~~awards, ~~the~~restricted ~~fair~~stock ~~value of the Performance Awards was $533~~units,~~000.~~ ~~The~~performance ~~Company did not recognize compensation expense for such~~ awards, ~~as the grant date has not been established nor~~other isstock-based ~~the~~awards, ~~achievement~~or ofany ~~the~~combination ~~milestone considered probable. The Company will reassess the probability~~ of ~~achievement at each reporting date and will recognize compensation expense if and when~~ the ~~performance condition becomes probable of achievement~~foregoing.

~~There~~Participation ~~was~~in nothe ~~stock-based~~Plan ~~compensation~~shall ~~expense~~be ~~related~~open to ~~option~~all ~~grants~~employees, ~~under~~officers, directors, and consultants of the ~~Plan~~Company, ~~for~~or of any affiliate of the ~~three~~Company, as ~~months~~may ~~ended~~be ~~June~~selected 30by the Company from time to time. However, ~~2025~~only employees of the Company, and ~~2024~~of any parent or subsidiary of the Company, shall be eligible for the grant of an incentive stock option. The grant of an award at any time to any person shall not entitle that person to a grant of an award at any future time.

~~All~~The shares of ~~the~~Common ~~service~~Stock ~~based~~that ~~awards~~may inbe ~~the~~issued ~~table~~with ~~above~~respect ~~were~~to ~~fully~~awards ~~vested~~granted atunder ~~issuance~~the ~~and~~Plan ~~therefore~~shall ~~all~~not ~~related~~exceed ~~compensation~~an ~~expense~~aggregate ~~was~~of 7,000,000 shares ~~recognized~~of ~~prior~~Common toStock. ~~the~~The ~~three~~maximum ~~months~~number ~~ended~~of ~~June~~shares ~~30,~~of ~~2025.~~Common ~~There~~Stock ~~was~~under ~~no unrecognized~~the ~~compensation~~Plan ~~cost~~that ~~related~~may tobe ~~the~~issued ~~service~~as ~~based~~incentive stock options asshall ofbe ~~June 30~~7, ~~2025~~000,000 shares. ~~The~~Regarding ~~Performance~~performance-based ~~Awards~~award inlimitations, the ~~table above~~number ~~will~~of ~~fully~~shares ~~vest~~of ~~when~~Common ~~the~~Stock ~~vesting~~that ~~terms~~may ~~are~~be ~~met~~granted ~~and~~in ~~expense~~the ~~will~~form beof ~~recognized~~options, SARs, ~~when~~restricted ~~the~~stock ~~vesting~~awards, ~~event~~restricted ~~becomes~~stock ~~probable. Therefore~~units, ~~no stock-based~~or ~~compensation~~performance ~~expense~~award ~~was~~shares ~~recorded~~in ~~for~~a ~~the~~single ~~three~~fiscal ~~months~~year ~~ended~~to ~~June~~a 30participant may not exceed 2,000,000 ~~2025~~of each form.

~~Due~~The tofollowing ~~the~~table ~~variability~~summarizes of the ~~exercise price, which will be equal to the closing price per share of the~~ Company’s ~~common~~ stock onoption ~~the trading~~activity ~~day~~under ~~preceding~~ the ~~vesting~~Plan ~~date,~~for the ~~Company~~six ~~uses~~months aended ~~Monte~~September ~~Carlo~~30, ~~simulation model to estimate the fair value of Performance Awards~~2025. Included Inin ~~applying~~ the ~~Monte Carlo simulation model~~925,000 ~~the~~outstanding ~~Company~~options ~~used~~are ~~the~~375,000 ~~following~~performance-based ~~assumptions~~awards inand ~~the valuation of the Performance Awards as of June 30~~550,000 ~~2025~~service-based awards:

SCHEDULE OF ~~FAIR VALUE OF~~ STOCK ~~OPTIONS~~OPTION

Exercise price	Variable
	Number of Stock Options			Weighted-average Exercise Price per Option*		Weighted-average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Contractual term (years)		9
Outstanding as of March 31, 2025		825,000		$	3.25		9.63		675,000
Volatility (annual)		69	%
Granted		100,000		$	1.90		—		—
Risk-free rate		4.1	%
Outstanding as of September 30, 2025		925,000		$	3.00		9.70		960,000
Dividend yield (per share)		0	%
Exercisable and vested as of September 30, 2025		550,000		$	3.00		9.70		960,000

~~Equity issued~~* The weighted-average exercise price excludes the exercise price for ~~consulting~~the ~~services~~performance awards due to the variable nature of the exercise price. See below for more discussion of the performance awards.

Unrelated to the Plan, the Company issued 30,000 shares of Common Stock to a third party for consulting services, which were valued at $138,979 and recorded as stock-based compensation expense for the three months ended June 30, 2024.16

~~NOTE~~The 10 stock-based ~~GOODWILL~~compensation ~~AND~~expense ~~INTANGIBLE~~related ~~ASSETS~~to option grants under the Plan was $137,544 for the three and six months ended September 30, 2025 and 2024 and was recognized within officer compensation on the Company’s consolidated statement of operations and comprehensive loss.

~~Orocidin~~All ~~A/S~~of the service based awards in the table above were fully vested at issuance and therefore all related compensation expense was recognized prior to and during the six months ended September 30, 2025. There was no unrecognized compensation cost related to the service based options as of September 30, 2025. The Performance Awards in the table above will fully vest when the vesting terms are met and expense will be recognized when the vesting event becomes probable. Therefore, no stock-based compensation expense was recorded for the three and six months ended September 30, 2025.

OnDuring ~~May~~the 13year ended March 31, ~~2024~~2025, 375,000 performance awards (the ~~Company~~“Performance ~~and~~Awards”) ~~certain~~were ~~shareholders~~issued, whose vesting is dependent upon future events that were not deemed probable of ~~Orocidin~~occurring ~~A/S,~~at athe ~~Danish~~time ~~stock~~of ~~corporation~~grant ~~entered~~through ~~into~~March a31, ~~Stock~~2025. ~~Purchase~~The ~~and~~exercise ~~Sale~~price of the ~~Agreement~~Performance ~~(“Business~~Awards ~~Combination”),~~will ~~under~~be ~~which~~equal to the closing price per share of the Company’s ~~issued~~common ~~3,800,000~~stock ~~restricted~~on ~~shares~~the trading day preceding the vesting date. Due to the variability in the exercise price of ~~its~~the ~~Common~~Performance ~~Stock~~Awards, that is the exercise price will be equal to the ~~Sellers~~closing inprice ~~exchange~~per share on the date preceding the vesting date, the Company concluded that the grant date was not established for ~~95%~~accounting purposes. The fair value of ~~Orocidin’s~~the ~~outstanding~~Performance ~~shares~~Awards on the date of ~~capital~~award ~~stock~~was $671,250. ~~The~~As ~~shares~~of ~~were~~September ~~valued~~30, at2025, the fair value of the Performance Awards was $~~5.00~~1,287,000. The Company did not recognize compensation expense for such awards as the ~~closing~~grant ~~stock~~date has not been ~~price~~established nor is the achievement of the milestone considered probable. The Company onwill reassess the probability of achievement at each reporting date and will recognize compensation expense if and when the performance condition becomes probable of ~~acquisition~~achievement.

17The weighted-average grant date fair value per share of options granted during the six months ended September 30, 2025 was $1.38.

~~Orocidin~~Due ~~A/S~~to isthe avariability ~~preclinical-stage~~of ~~biotechnology~~the ~~company~~exercise price, ~~and~~which iswill ~~developing~~be aequal ~~proprietary~~to ~~first-~~the closing price per share of~~-its-kind~~ ~~medical~~the ~~treatment~~Company’s ~~for~~common ~~aggressive~~stock on the ~~periodontitis~~trading day preceding the vesting date, the Company uses a Monte Carlo simulation model to estimate the fair value of Performance Awards. In applying the Monte Carlo simulation model, the Company used the following assumptions in the valuation of the Performance Awards as of September 30, 2025:

~~The Company~~SCHEDULE ~~accounted~~OF ~~for~~FAIR ~~the~~VALUE ~~transaction~~OF asSTOCK a business combination under ASC 805 and as a result, allocated the fair value of identifiable assets acquired and liabilities assumed as of the acquisition date. The excess of the purchase price over the estimated fair values of the underlying identifiable assets acquired, liabilities assumed was allocated to goodwill.OPTIONS

The $15,680,760 of acquired intangible assets was assigned to IPR&D assets that was recognized at fair value on the acquisition date. To value the IPR&D, the Company utilized the Multi-Period Excess Earnings Method (“MPEEM”), under the Income Approach. The method considers the present value of excess earnings generated by Orocidin’s IPR&D after taking into account the cost to realize the revenue, charges for contributory assets and an appropriate discount rate to reflect the time value and risk associated with the invested capital. IPR&D acquired represents Orocidin’s research and development activities related to its next generation of periodontitis therapies.

Exercise price	Variable
Contractual term (years)		9.13
Volatility (annual)		72	%
Risk-free rate		4.0	%
Dividend yield (per share)		0	%

OnEquity November 11, 2024, the Company acquired the remaining 29,663 outstanding common shares and voting interest, or 5.34%, of Orocidin. The acquisition-date fair value of the consideration transferred totaled $650,000, which consisted of 200,000 shares of the Company’s Common Stock. The fair value of the 200,000 common shares issued ~~was~~for ~~determined~~consulting ~~based on the closing market price of the Company’s Common Stock on the acquisition date, $3.25.~~services

~~Bio-Convert~~Unrelated ~~A/S~~to the Plan, the Company issued 30,000 shares of Common Stock to a third party for consulting services, which were valued at $138,979 and recorded as stock-based compensation expense for the three months ended June 30, 2024.

On November 11, 2024 (the acquisition date), the Company acquired 100% of the outstanding common shares and voting interest of Bio-Convert A/S (“Bio-Convert”). The Company accounted for the transaction as a business combination under ASC 805.17

~~Bio-Convert~~NOTE is10 ~~a Denmark~~-~~based~~ ~~preclinical-stage~~GOODWILL ~~biotechnology~~AND ~~company~~INTANGIBLE focused on revolutionizing the treatment of oral leukoplakia, which is a potentially malignant disorder affecting the oral mucosa. Oral leukoplakia is a white patch or plaque that can develop in the oral cavity and when accompanied by dysplasia, it becomes a marker of disease progression and patients can potentially develop oral cancer. Bio-Convert is developing a new pharmaceutical drug product for the treatment of oral leukoplakia and the prevention of oral cancer formation. This is achieved through a proprietary mucoadhesive oral topical formulation that delivers the drug without any systemic absorption. The aim of the treatment is therefore to eliminate the lesions or to reduce the malignant conversion rate of oral leukoplakia to oral cancer. The effect on oral cancer may improve the surgical removal procedure should this be needed for the oral cancer patients. Bio-Convert’s current plan is to conduct a pilot efficacy study in patients with oral leukoplakia.ASSETS

~~The~~Orocidin acquisition-date fair value of the consideration transferred totaled $39,000,000, which consisted of 12,000,000 shares of the Company’s Common Stock. The fair value of the 12,000,000 common shares issued was determined based on the closing market price of the Company’s Common Stock on the acquisition date, $3.25.A/S

~~The~~On ~~$26~~May 13,~~675~~ 2024,~~670~~ ofthe ~~acquired~~Company ~~intangible assets was assigned to in-process research~~ and ~~development~~certain ~~assets~~shareholders ~~that~~of ~~was~~Orocidin ~~recognized~~A/S, ata ~~fair~~Danish ~~value on~~stock ~~the~~corporation ~~acquisition~~entered ~~date.~~into Toa ~~value~~Stock ~~the~~Purchase ~~IPR&D,~~and ~~the~~Sale Agreement ~~Company utilized the Multi-Period Excess Earnings Method~~ (“~~MPEEM~~Business Combination”), under ~~the~~ ~~Income~~which ~~Approach. The method considers~~ the ~~present~~Company ~~value~~issued ~~of excess earnings generated by Bio-Covert’s IPR&D after taking into account the cost to realize the revenue~~3,800,000 ~~charges~~restricted ~~for~~shares ~~contributory~~of ~~assets~~its ~~and~~Common anStock ~~appropriate discount rate~~ to ~~reflect~~ the ~~time value~~ ~~and~~Sellers ~~risk~~in ~~associated~~exchange ~~with~~for ~~the~~95% ~~invested~~of ~~capital. IPR&D acquired represents Bio-Convert~~Orocidin’s ~~research~~outstanding ~~and~~shares ~~development~~of ~~activities related~~capital tostock. ~~its~~The ~~new~~shares ~~pharmaceutical~~were ~~drug~~valued ~~product~~at ~~for~~$5.00, the ~~treatment~~closing stock price of ~~oral~~the ~~leukoplakia~~Company ~~and~~on the ~~prevention~~date of ~~oral cancer formation~~acquisition.

18Orocidin A/S is a preclinical-stage biotechnology company, and is developing a proprietary first-of-its-kind medical treatment for aggressive periodontitis.

The ~~following~~Company ~~table~~accounted ~~summarizes~~for the ~~goodwill~~transaction ~~activity~~as ~~for~~a ~~three~~business ~~months~~combination ~~ended~~under ~~June 30~~ASC 805 and as a result, ~~2025:~~allocated the fair value of identifiable assets acquired and liabilities assumed as of the acquisition date. The excess of the purchase price over the estimated fair values of the underlying identifiable assets acquired, liabilities assumed was allocated to goodwill.

~~SCHEDULE~~The $15,680,760 OFof ~~GOODWILL~~acquired intangible assets was assigned to IPR&D assets that was recognized at fair value on the acquisition date. To value the IPR&D, the Company utilized the Multi-Period Excess Earnings Method (“MPEEM”), under the Income Approach. The method considers the present value of excess earnings generated by Orocidin’s IPR&D after taking into account the cost to realize the revenue, charges for contributory assets and an appropriate discount rate to reflect the time value and risk associated with the invested capital. IPR&D acquired represents Orocidin’s research and development activities related to its next generation of periodontitis therapies.

	Orocidin		Bio-Convert		Total
Balance as of March 31, 2025	$	7,084,829	$	18,405,922	$	25,490,751
Foreign currency translation adjustment		639,889		1,662,389		2,302,278
Balance as of June 30, 2025	$	7,724,718	$	20,068,311	$	27,793,029

On November 11, 2024, the Company acquired the remaining 29,663 outstanding common shares and voting interest, or 5.34%, of Orocidin. The acquisition-date fair value of the consideration transferred totaled $650,000, which consisted of 200,000 shares of the Company’s Common Stock. The fair value of the 200,000 common shares issued was determined based on the closing market price of the Company’s Common Stock on the acquisition date, $3.25.

~~The following table summarizes the in~~Bio-~~process research and development activity for the three months ended June 30, 2025:~~Convert A/S

~~SCHEDULE~~On November OF11, IN2024 (the acquisition date), the Company acquired 100% of the outstanding common shares and voting interest of Bio-~~PROCESS~~Convert A/S ~~RESEARCH~~(“Bio-Convert”). ~~AND~~The ~~DEVELOPMENT~~Company ~~ACTIVITY~~accounted for the transaction as a business combination under ASC 805.

	Orocidin		Bio-Convert		Total
Balance as of March 31, 2025	$	15,679,626	$	27,028,453	$	42,708,079
Foreign currency translation adjustment		1,416,155		2,441,162		3,857,317
Balance as of June 30, 2025	$	17,095,781	$	29,469,615	$	46,565,396

Bio-Convert is a Denmark-based preclinical-stage biotechnology company focused on revolutionizing the treatment of oral leukoplakia, which is a potentially malignant disorder affecting the oral mucosa. Oral leukoplakia is a white patch or plaque that can develop in the oral cavity and when accompanied by dysplasia, it becomes a marker of disease progression and patients can potentially develop oral cancer. Bio-Convert is developing a new pharmaceutical drug product for the treatment of oral leukoplakia and the prevention of oral cancer formation. This is achieved through a proprietary mucoadhesive oral topical formulation that delivers the drug without any systemic absorption. The aim of the treatment is therefore to eliminate the lesions or to reduce the malignant conversion rate of oral leukoplakia to oral cancer. The effect on oral cancer may improve the surgical removal procedure should this be needed for the oral cancer patients. Bio-Convert’s current plan is to conduct a pilot efficacy study in patients with oral leukoplakia.

~~NOTE~~The 11 acquisition-date ~~WARRANTS~~fair value of the consideration transferred totaled $39,000,000, which consisted of 12,000,000 shares of the Company’s Common Stock. The fair value of the 12,000,000 common shares issued was determined based on the closing market price of the Company’s Common Stock on the acquisition date, $3.25.

AThe ~~summary~~$26,675,670 of acquired intangible assets was assigned to in-process research and development assets that was recognized at fair value on the acquisition date. To value the IPR&D, the Company utilized the Multi-Period Excess Earnings Method (“MPEEM”), under the Income Approach. The method considers the present value of excess earnings generated by Bio-Covert’s ~~outstanding~~IPR&D ~~warrant~~after taking ~~activity~~into ~~for~~account the ~~three~~cost ~~months~~to ~~ended~~realize ~~June 30~~the revenue, ~~2025~~charges isfor ascontributory ~~follows:~~assets and an appropriate discount rate to reflect the time value and risk associated with the invested capital. IPR&D acquired represents Bio-Convert’s research and development activities related to its new pharmaceutical drug product for the treatment of oral leukoplakia and the prevention of oral cancer formation.

~~SCHEDULE OF WARRANT ACTIVITIES~~18

			Weighted		Weighted
			Average		Average		Aggregate
	Number of		Exercise		Remaining Contract		Intrinsic
	Warrants		Price		Term		Value
Outstanding, March 31, 2025		75,000	$	10.00		2.75	$	—
Issued		—		—		—		—
Expired/cancelled		—		—		—		—
Exercised		—		—		—		—
Outstanding, June 30, 2025		75,000	$	10.00		2.50	$	—

The following table summarizes the goodwill activity for six months ended September 30, 2025:

~~All of~~SCHEDULE ~~the~~OF ~~outstanding warrants are exercisable as of June 30, 2025.~~GOODWILL

NOTE 12 - SEGMENT REPORTING

	Orocidin		Bio-Convert		Total
Balance as of March 31, 2025	$	7,084,829	$	18,405,922	$	25,490,751
Foreign currency translation adjustment		612,930		1,592,349		2,205,279
Balance as of September 30, 2025	$	7,697,759	$	19,998,271	$	27,696,030

The ~~Company~~following ~~operates~~table assummarizes ~~a single operating segment, which consists of~~ the ~~Company’s wholly~~in-~~owned~~process ~~subsidiaries,~~research ~~Orocidin~~ and ~~Bio-Convert, both~~development ofactivity ~~which~~for ~~are~~the ~~focused~~six onmonths ~~developing~~ended ~~medicines~~September ~~supporting oral health. The Company has one reportable segment~~30, ~~which consists of its single operating segment.~~2025:

~~The accounting~~SCHEDULE ~~policies~~OF ofIN-PROCESS ~~the~~RESEARCH ~~segment~~AND ~~are~~DEVELOPMENT ~~the same as those described in the summary of significant accounting policies.~~ACTIVITY

The Company’s Chief Executive Officer is the Chief Operating Decision Maker (“CODM”). When evaluating the Company’s financial performance and deciding how to allocate resources, the CODM regularly reviews total expenses and expenses by significant areas to make decisions on a company-wide basis. The Company’s CODM uses net loss to evaluate past spending and to guide decisions of future spending. Net loss is used to monitor budget versus actual results.

	Orocidin		Bio-Convert		Total
Balance as of March 31, 2025	$	15,679,626	$	27,028,453	$	42,708,079
Foreign currency translation adjustment		1,356,490		2,338,311		3,694,801
Balance as of September 30, 2025	$	17,036,116	$	29,366,764	$	46,402,880

~~The~~NOTE ~~Company~~11 ~~did not generate any revenue during the three months ended June 30, 2025 and 2024. The Company has no material intra~~-~~entity~~ revenues or expenses. As the Company is currently in the pre-revenue phase, the aforementioned operating expenses are the primary drivers that guide decisions of future spending and to monitor performance.WARRANTS

~~The~~A ~~measure~~summary of ~~segment~~the ~~assets~~Company’s isoutstanding ~~reported~~warrant onactivity ~~the~~for ~~balance~~six ~~sheet~~months asended ~~total~~September ~~assets.~~30, 2025 is as follows:

~~The CODM~~SCHEDULE ~~does~~OF ~~not~~WARRANT separately evaluate performance by geographic region or product line, as the Company has not yet commenced commercial operations and has limited operations due to the current liquidity and funding of the Company. The Company’s operations are conducted within the United States of America and Denmark.ACTIVITIES

NOTE 13 - SUBSEQUENT EVENTS

			Weighted		Weighted
			Average		Average
	Number of		Exercise		Remaining Contract
	Warrants		Price		Term
Outstanding, March 31, 2025		75,000	$	10.00		2.75
Issued		—		—		—
Expired/cancelled		—		—		—
Exercised		—		—		—
Outstanding, September 30, 2025		75,000	$	10.00		2.25

~~Management~~All ~~has~~of ~~evaluated subsequent events from~~ the ~~balance~~outstanding ~~sheet~~warrants ~~date~~are ~~through~~exercisable ~~the~~as ~~date~~of ~~the~~September ~~financial~~30, ~~statements~~2025 ~~were~~with ~~available~~an tointrinsic bevalue ~~issued~~of ~~and has determined that no material subsequent events exist other than the following:~~$0.

InNOTE ~~July~~12 ~~and~~- ~~August~~SEGMENT 2025, the Company issued to certain private investors a total of 525,013 restricted shares of its common stock, par value $0.001 per share. The price per share was $1.90 for gross proceeds of $997,525.REPORTING

OnThe Company ~~August~~operates 7,as ~~2025, the Company executed~~ a ~~Directors~~single ~~Agreement~~operating ~~with each of Messrs. Jensen~~segment, ~~Mücke~~which ~~and~~consists ~~Ritter. Under the Director’s Agreements, each will receive an annual cash retainer~~ of ~~$10,000, payable in two installments per calendar year, in accordance with~~ the Company’s ~~standard~~wholly-owned ~~compensation plan~~subsidiaries, ~~for~~Orocidin ~~Board members. Messrs. Jensen~~ and ~~Mücke will also each receive options to purchase 25~~Bio-Convert,~~000~~ both ~~shares~~ of ~~the~~which ~~Company’s common~~are ~~stock~~focused aton ~~$1.90~~developing ~~per~~medicines ~~share,~~supporting ~~and~~oral Mrhealth. ~~Ritter~~The ~~will~~Company ~~receive~~has ~~options~~one toreportable ~~purchase 50~~segment,~~000~~ ~~shares~~which ofconsists ~~the Company’s common stock at $1.90 per share. All such options will be fully vested on the date~~ of ~~grant and be issued as Incentive Stock Options under and be subject~~its tosingle ~~the~~operating ~~terms and conditions of, the Company’s 2024 Stock Incentive Plan~~segment.

19The accounting policies of the segment are the same as those described in the summary of significant accounting policies.

~~Item~~The 2Company’s Chief Executive Officer is the Chief Operating Decision Maker (“CODM”). ~~Management~~When evaluating the Company’s financial ~~Discussion~~performance and ~~Analysis~~deciding ofhow ~~Financial~~to ~~Condition~~allocate resources, the CODM regularly reviews total expenses and ~~Results~~expenses by significant areas to make decisions on a company-wide basis. The Company’s CODM uses net loss to evaluate past spending and to guide decisions of future ~~Operations~~spending. Net loss is used to monitor budget versus actual results.

~~Cautionary~~The ~~Note~~Company ~~Regarding~~did ~~Forward~~not generate any revenue during the three and six months ended September 30, 2025. The Company has no material intra-~~Looking~~entity revenues ~~Statements~~or expenses. As the Company is currently in the pre-revenue phase, the aforementioned operating expenses are the primary drivers that guide decisions of future spending and to monitor performance.

The ~~information~~measure ~~in this report contains forward-looking statements. All statements other than statements~~ of ~~historical~~segment ~~fact~~assets ~~made~~is inreported ~~this report~~on ~~are forward-looking. In particular,~~ the ~~statements~~balance ~~herein~~sheet ~~regarding industry prospects and future results of operations or financial position are forward-looking statements. These forward-looking statements can be identified by the use of words such~~ as ~~“believes,” “estimates,”~~total ~~“could,” “possibly,” “probably,” anticipates,” “projects,” “expects,” “may,” “will,” or “should” or other variations or similar words~~assets. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. Forward-looking statements reflect management’s current expectations and are inherently uncertain. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, our actual results may differ significantly from management’s expectations. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those anticipated in these forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

~~You~~The ~~are~~CODM ~~cautioned~~does not toseparately ~~place~~evaluate ~~undue~~performance ~~reliance~~by ongeographic ~~these~~region ~~forward-looking~~or ~~statements~~product line, ~~which speak only~~ as of the ~~date~~Company ofhas ~~this~~not ~~Quarterly~~yet ~~Report~~commenced commercial operations onand ~~Form~~has ~~10-Q~~limited ~~or,~~operations indue to the ~~case~~current liquidity and funding of ~~documents~~the ~~referred~~Company. toThe orCompany’s ~~incorporated~~operations byare ~~reference,~~conducted within the ~~date~~United States of ~~those~~America ~~documents~~and Denmark.

~~The~~NOTE ~~following~~13 ~~discussion~~- ~~and~~SUBSEQUENT analysis should be read in conjunction with our unaudited financial statements, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management.EVENTS

~~Overview~~Management has evaluated subsequent events from the balance sheet date through the date the financial statements were available to be issued and has determined that no material subsequent events exist other than the following:

~~Nordicus~~On ~~Partners~~October ~~Corporation~~1, is2025, the Company entered into a ~~U.S.~~consulting ~~publicly~~agreement ~~listed~~with ~~business~~Darlington ~~accelerator~~Group, ~~and~~LLC ~~holding~~(“Darlington ~~company~~Group”), ~~dedicated~~which tois controlled ~~helping~~by ~~Nordic~~Andrew ~~life~~Ritter, ~~sciences~~a ~~companies succeed~~member inof the ~~American~~Company’s ~~market~~board of directors. ByDarlington ~~combining~~Group ~~Nordic~~will ~~innovation~~provide ~~with~~consulting services concerning strategic guidance on U.S. ~~operational~~capital ~~expertise~~markets and drug development; market access and network development; partnerships, ~~Nordicus~~industry ~~Partners~~intelligence ~~Corporation~~and ~~creates~~strategic planning; and operational support. The agreement is terminable by either party aon ~~distinct~~30 ~~advantage~~days’ inadvance ~~identifying,~~notice. ~~scaling~~For these services, ~~and~~Darlington ~~exiting~~Group ~~high-potential~~will ~~companies~~be paid $10,000 in ~~fast-growing~~advance ~~markets~~per ~~with~~quarter ~~unmet~~on ~~medical~~each ~~needs.~~October 1, ~~Current~~January ~~portfolio~~1, ~~companies~~April ~~include~~1 ~~the~~and ~~two~~July ~~promising~~1 ~~preclinical~~during ~~biotechnology~~the ~~companies~~term ~~Orocidin~~of ~~A/S~~the ~~and~~agreement, ~~Bio-Convert~~commencing ~~A/S~~October 1, 2025.

~~Organizational~~On ~~History~~October 1, 2025, the Company repurchased 57,642 shares of Common Stock from an existing shareholder for $1.36 per share. The repurchase was made pursuant to the share repurchase program authorized by the Company’s Board of Directors (See Note 8). Following the transaction, 142,358 shares remain authorized for repurchase.

WeOn ~~were~~October ~~founded~~1, in2025, ~~1993~~the ~~and~~Company inestablished ~~2007~~a ~~were~~subsidiary, ~~reincorporated~~NoviThera ~~from~~ApS, ato ~~Massachusetts~~research ~~corporation~~and todevelop a ~~Delaware~~novel ~~corporation.~~monoclonal Weantibody ~~changed~~therapy ~~our name~~for ~~from~~the ~~CardioTech~~treatment ~~International,~~of ~~Inc~~psoriasis. toUpon ~~AdvanSource Biomaterials Corporation~~formation, ~~effective~~the ~~October~~Company ~~15,~~acquired ~~2008~~a 50.01% Onownership ~~March~~interest 3,in ~~2020,~~NoviThera ~~we changed our name to EKIMAS Corporation~~ApS.

OnIn October 122025, ~~2021, we entered into a Stock Purchase Agreement (~~the ~~“SPA”)~~Company ~~with~~issued ~~Reddington~~to ~~Partners~~certain ~~LLC,~~private ainvestors ~~California limited liability company(“Reddington”) providing for the purchase of~~ a total of 5225,~~114,475~~000 restricted shares of ~~our~~its common stock, onpar avalue ~~post-split~~$0.001 ~~basis,~~per orshare. ~~approximately~~The ~~90%~~price ofper ~~our~~share ~~total~~was ~~shares~~$2.75 ~~of common stock outstanding~~ for ~~total~~gross ~~cash~~proceeds ~~consideration~~ of $~~400~~618,~~000~~750. ~~Reddington purchased the common stock in two tranches on October 12, 2021 (the “First Closing”) and March 15, 2022.~~

Pursuant to the SPA, the Company effectuated a 1-for-50 reverse stock split on March 11, 2022 (the “Reverse Split”). Accordingly, on a post-split basis, the shares purchased in connection with the First Closing resulted in Reddington owning 42,273 shares of our common stock. As set forth in the SPA, Reddington then purchased from us on March 15, 2022, an additional 469,175 shares of our common stock, on a post-split basis (the “Second Closing”). After the issuance thereof Reddington owned 511,448 shares of our common stock, or approximately 90% of our total shares of common stock outstanding.19

20Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

OnCautionary ~~February~~Note ~~23,~~Regarding ~~2023,~~Forward-Looking the Company and NP Bioinnovation A/S (formerly Nordicus Partners A/S and Managementselskabet af 12.08.2020 A/S), a Danish stock corporation, consummated the transactions contemplated by a certain contribution agreement (the “Contribution Agreement”) by and among the Company, NP Bioinnovation A/S, GK Partners ApS (“GK Partners”), Henrik Rouf and Life Science Power House ApS (“LSPH”) (GK Partners, Rouf and LSPH are collectively referred to herein as the “Sellers”, and each individually as a “Seller”). Pursuant to the Contribution Agreement the Sellers contributed, transferred, assigned and conveyed to the Company all right, title and interest in and to one hundred percent (100%) of the issued and outstanding capital stock of NP Bioinnovation A/S for an aggregate of 250,000 shares of the Company’s Common Stock, par value $0.001 per share. As a result of this transaction, NP Bioinnovation A/S became a 100% wholly owned subsidiary of the Company.Statements

OnThe ~~February~~information ~~23,~~in ~~2023~~this report contains forward-looking statements. All statements other than statements of historical fact made in this report are forward-looking. In particular, ~~Tom~~the ~~Glaesner~~statements ~~Larsen~~herein regarding industry prospects and ~~Christian~~future ~~Hill~~results of operations or financial position are forward-~~Madsen~~looking ~~were~~statements. ~~appointed~~These ~~directors~~forward-looking statements can be identified by the use of words such as “believes,” “estimates,” “could,” “possibly,” “probably,” anticipates,” “projects,” “expects,” “may,” “will,” or “should” or other variations or similar words. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. Forward-looking statements reflect management’s current expectations and are inherently uncertain. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, our actual results may differ significantly from management’s expectations. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those anticipated in these forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

OnYou ~~May~~are 17cautioned not to place undue reliance on these forward-looking statements, ~~2023~~which speak only as of the date of this Quarterly Report on Form 10-Q or, in the ~~Company~~case ~~changed~~of ~~its~~documents ~~name~~referred to ~~Nordicus~~or ~~Partners~~incorporated ~~Corporation~~by ~~and~~reference, ~~its~~the ~~ticker~~date ~~symbol~~of tothose ~~NORD~~documents.

OnThe ~~June~~following 1,discussion ~~2023,~~and ~~the~~analysis ~~Company~~should ~~acquired~~be aread ~~4.99%~~in ~~interest~~conjunction inwith ~~Mag~~our ~~Mile~~unaudited ~~Capital,~~financial ~~Inc.~~statements, aincluded ~~full-service~~herewith. ~~commercial~~This ~~real estate mortgage banking~~discussion ~~firm~~should ~~headquartered~~not inbe ~~Chicago~~construed ~~with~~to ~~offices~~imply inthat the ~~states~~results ofdiscussed ~~New~~herein ~~York,~~will ~~Massachusetts,~~necessarily ~~Connecticut,~~continue ~~Florida,~~into ~~Texas~~the ~~and~~future, ~~Nevada.~~or ~~Mag~~that ~~Mile~~any conclusion ~~Capital~~reached isherein awill ~~national~~necessarily ~~platform~~be ~~comprised~~indicative of ~~capital~~actual ~~markets~~operating ~~specialists~~results ~~with extensive experience~~ in ~~real~~the ~~estate~~future. ~~bridge~~Such ~~financing,~~discussion ~~mezzanine and~~represents ~~permanent~~only ~~debt placement and equity arrangements throughout~~ the ~~full~~best ~~capital stack and across all major real estate asset classes~~present ~~nationwide,~~assessment ~~including~~of ~~hotels,~~our multifamily, office, retail, industrial, healthcare, self-storage and special purpose properties, offering access to structured debt and equity advisory solutions and placement for real estate investors, developers, and entrepreneursmanagement.

~~On June 9, 2023, Mr. Tom Glaesner Larsen resigned as a director of the Company and Henrik Keller was appointed as his replacement.~~Overview

OnNordicus ~~November~~Partners ~~29,~~Corporation ~~2023,~~is ~~the~~a ~~Company’s~~U.S. ~~subsidiary,~~publicly ~~Nordicus~~listed ~~Partners~~business ~~A/S,~~accelerator ~~changed~~and ~~its~~holding ~~name~~company dedicated to ~~Managementselskabet~~helping afNordic 12life sciences companies succeed in the American market.~~08.2020~~ A/By combining Nordic innovation with U.S. operational expertise, Nordicus Partners Corporation creates ~~Subsequently~~a ondistinct ~~March~~advantage 10in identifying, ~~2025~~scaling, ~~Managementselskabet~~and afexiting 12high-potential companies in fast-growing markets with unmet medical needs.~~08.2020~~ Current ~~A/S~~portfolio ~~changed~~companies ~~its~~include ~~name~~the totwo NPpromising ~~Bioinnovation~~preclinical biotechnology companies Orocidin A/S and Bio-Convert A/S.

OnOrganizational ~~May~~History 13, 2024, the Company and certain shareholders of Orocidin A/S (the “Orocidin Sellers”), a Danish stock corporation (“Orocidin”) entered into a Stock Purchase and Sale Agreement (the “Agreement”), under which the Orocidin Sellers sold to the Company 525,597 shares of the capital stock of Orocidin (the “Orocidin Shares”), representing 95.0% of Orocidin’s outstanding shares of capital stock. In exchange, the Company issued 3,800,000 restricted shares of its common stock to the Orocidin Sellers. The transaction was consummated on May 13, 2024. Orocidin A/S, is a preclinical-stage biotechnology company which is advancing the next generation of periodontitis therapies.

OnWe ~~June~~were 3,founded ~~2024~~in 1993 and in 2007 were reincorporated from a Massachusetts corporation to a Delaware corporation. We changed our name from CardioTech International, MrInc. ~~Christian~~to ~~Hill-Madsen~~AdvanSource ~~resigned~~Biomaterials asCorporation, aeffective ~~director~~October of15, ~~the~~2008. ~~Company~~On ~~and~~March ~~Peter~~3, ~~Severin~~2020, ~~was~~we ~~appointed~~changed our asname ~~his~~to ~~replacement~~EKIMAS Corporation.

On ~~November~~October 812, ~~2024~~2021, ~~the~~we ~~Company~~entered ~~effectuated~~into a ~~1-for-10~~Stock ~~reverse~~Purchase ~~stock~~Agreement ~~split~~(the of“SPA”) ~~its~~with ~~issued~~Reddington ~~and~~Partners ~~outstanding common stock~~LLC, ~~rounding~~a upCalifornia ~~to account~~limited ~~for~~liability ~~any fractional shares~~ company(~~the~~ “~~Reverse Stock Split~~Reddington”). ~~The~~providing ~~Reverse~~for ~~Stock~~the ~~Split~~purchase ~~had~~of noa ~~effect~~total onof ~~the~~5,114,475 ~~Company’s authorized~~ shares of our common stock, oron ~~preferred~~a ~~stock~~post-split basis, ~~and~~or ~~the~~approximately ~~par~~90% ~~value~~of ~~will~~our ~~remain~~total ~~unchanged~~shares atof ~~$0.001, respectively. All~~ common stock ~~share,~~outstanding ~~option, warrant~~for ~~and~~total ~~per~~cash ~~share~~consideration ~~amounts~~of ~~(except~~$400,000. ~~our~~Reddington ~~authorized~~purchased the ~~but~~common ~~unissued~~stock ~~shares)~~in ~~have~~two ~~been~~tranches ~~retroactively~~on ~~adjusted~~October in12, ~~these~~2021 ~~unaudited~~(the ~~consolidated financial~~“First ~~statements~~Closing”) and ~~related~~March ~~disclosures~~15, 2022.

OnPursuant ~~November~~to ~~11,~~the ~~2024~~SPA, the Company ~~announced~~effectuated ~~that~~a it1-for-50 ~~entered~~reverse ~~into~~stock ansplit ~~agreement~~on ~~with~~March ~~Bio-Convert~~11, ~~A/S~~2022 (the “~~Bio-Convert~~Reverse Split”). ~~to acquire~~Accordingly, ~~100%~~on ofa ~~the~~post-split ~~outstanding~~basis, the shares ofpurchased ~~Bio-Convert~~in connection with the First Closing resulted in ~~exchange~~Reddington ~~for~~owning 1242,~~000,000~~273 ~~restricted~~ shares of ~~the~~our ~~Company’s~~ common stock. ~~Bio-Convert is~~As aset ~~Denmark-based~~forth ~~preclinical-stage~~in ~~biotechnology~~the ~~company~~SPA, ~~aiming~~Reddington tothen ~~revolutionize~~purchased ~~the~~from ~~treatment~~us ofon ~~oral~~March ~~leukoplakia~~15, by2022, ~~minimizing~~an ~~or removing~~additional ~~oral~~469,175 ~~leukoplakia~~shares ~~lesions~~of inour ~~order~~common tostock, on ~~further~~a ~~reduce~~post-split basis (the ~~risk~~“Second ofClosing”). ~~such~~After ~~lesions~~the ~~resulting~~issuance inthereof ~~the~~Reddington ~~development~~owned 511,448 shares of ~~oral~~our ~~cancer~~common instock, ~~patients~~or approximately 90% of our total shares of common stock outstanding.

2120

On ~~November~~February 1223, ~~2024~~2023, the Company ~~entered~~and ~~into~~NP anBioinnovation ~~agreement~~A/S ~~with~~(formerly ~~Orocidin~~Nordicus Partners A/S toand ~~acquire~~Managementselskabet ~~the~~af ~~remaining~~12.08.2020 29A/S),~~663~~ ~~outstanding~~a Danish ~~shares~~stock corporation, orconsummated ~~approximately~~the transactions contemplated by a certain contribution agreement (the “Contribution Agreement”) 5%by and among the Company, ofNP ~~Orocidin~~Bioinnovation A/S., InGK ~~exchange~~Partners ApS (“GK Partners”), Henrik Rouf and Life Science Power House ApS (“LSPH”) (GK Partners, Rouf and LSPH are collectively referred to herein as the “Sellers”, and each individually as a “Seller”). Pursuant to the Contribution Agreement the Sellers contributed, transferred, assigned and conveyed to the Company ~~issued~~all ~~200~~right,~~000~~ ~~shares~~title ofand ~~restricted~~interest ~~common~~in ~~stock~~and to one hundred percent (100%) of the ~~selling~~issued ~~shareholders~~and outstanding capital stock of ~~Orocidin.~~NP Bioinnovation ~~Upon~~A/S ~~closing~~for an aggregate of 250,000 shares of the ~~acquisition~~Company’s Common Stock, ~~Orocidin~~par value $0.001 per share. As a result of this transaction, NP Bioinnovation A/S became a 100% wholly owned subsidiary of the Company.

On ~~August~~February 723, ~~2025~~2023, ~~(1)~~Tom ~~Henrik~~Glaesner ~~Keller~~Larsen ~~resigned~~and ~~from~~Christian ~~the~~Hill-Madsen ~~Board~~were ofappointed ~~Directors~~directors of the Company~~, (2) the Board increased its size from three to five members and (3) appointed Torben S~~. ~~Jensen, Kim T. Mücke and Andrew J. Ritter to fill the resulting vacancies.~~

~~Our~~On ~~Business~~May 17, 2023, the Company changed its name to Nordicus Partners Corporation and its ticker symbol to NORD.

~~Since~~On ~~the~~June ~~current~~1, ~~leadership~~2023, ~~assumed~~the ~~control~~Company ofacquired ~~Nordicus~~a ~~Partners~~4.99% ~~Corporation~~interest ~~(“Nordicus”~~in orMag ~~the~~Mile ~~“Company”)~~Capital, ~~the~~Inc., ~~Company~~a full-service commercial real estate mortgage banking ~~has~~firm ~~evolved~~headquartered ~~into~~in aChicago ~~leading~~with ~~U.S.~~offices ~~publicly~~in ~~listed~~the ~~business~~states ~~accelerator~~of ~~and~~New ~~holding~~York, ~~company~~Massachusetts, ~~dedicated~~Connecticut, toFlorida, ~~helping~~Texas ~~Nordic~~and ~~life~~Nevada. ~~sciences~~Mag ~~companies~~Mile ~~succeed~~Capital inis ~~the~~a ~~American~~national ~~market.~~platform Bycomprised ~~combining~~of ~~Nordic~~capital ~~innovation~~markets specialists with ~~U.S.~~extensive ~~operational~~experience ~~expertise~~in real estate bridge financing, ~~Nordicus~~mezzanine and ~~Partners~~permanent ~~Corporation~~debt ~~creates~~placement and equity arrangements throughout the full capital stack and across all major real estate asset classes anationwide, ~~distinct~~including ~~advantage~~hotels, inmultifamily, ~~identifying~~office, ~~scaling~~retail, ~~and~~industrial, ~~exiting~~healthcare, ~~high~~self-~~potential~~storage ~~companies~~and inspecial ~~fast-growing~~purpose ~~markets~~properties, ~~with~~offering access ~~unmet~~to ~~medical~~structured ~~needs~~debt and equity advisory solutions and placement for real estate investors, developers, and entrepreneurs.

~~Nordicus’~~On ~~mission~~June ~~is to back high-growth ventures and transformative innovations in the life sciences sector. By providing capital~~9, ~~strategic guidance~~2023, ~~and~~ ~~operational~~Mr. ~~resources,~~Tom weGlaesner ~~unlock~~Larsen ~~each~~resigned ~~company’s~~as ~~potential~~a todirector ~~generate~~of ~~significant~~the ~~value~~Company and ~~drive~~Henrik ~~robust~~Keller ~~financial~~was ~~returns. Our~~appointed ~~hands-on~~as ~~approach—engaging,~~his ~~empowering, and capitalizing our portfolio companies—actively propels their success~~replacement.

~~Our~~On ~~approach~~November ~~blends strategic counsel~~29, ~~operational know-how~~2023, ~~and~~ the ~~cultivation~~Company’s ofsubsidiary, ~~meaningful~~Nordicus ~~partnerships.~~Partners ~~This~~A/S, ~~integrated~~changed ~~support~~its ~~strengthens our~~name ~~companies’~~to ~~market~~Managementselskabet ~~positions~~af ~~and~~12.08.2020 ~~helps them achieve their growth ambitions~~A/S. Subsequently ~~Drawing~~ on ~~the~~March ~~combined~~10, ~~expertise~~2025, ofManagementselskabet ~~our~~af ~~skilled Nordic and U~~12.S08.2020 ~~teams,~~A/S wechanged ~~deliver~~its aname ~~unique~~to ~~perspective~~NP ~~that~~Bioinnovation ~~advances each portfolio company toward its full potential~~A/S.

~~Nordicus’~~On ~~portfolio~~May ~~diversification~~13, ~~strategy~~2024, ~~positions~~the usCompany asand certain shareholders of Orocidin A/S (the “Orocidin Sellers”), a ~~stable~~Danish stock corporation (“Orocidin”) entered into a Stock Purchase and ~~resilient~~Sale ~~company~~Agreement (the “Agreement”), ~~mitigating~~under ~~risk~~which ~~with~~the ~~significant~~Orocidin ~~upside~~Sellers ~~potential~~sold to the Company 525,597 shares of the capital stock of Orocidin (the “Orocidin Shares”), representing 95.0% of Orocidin’s outstanding shares of capital stock. In exchange, the Company issued 3,800,000 restricted shares of its common stock to the Orocidin Sellers. The transaction was consummated on May 13, 2024. Orocidin A/S, is a preclinical-stage biotechnology company which is advancing the next generation of periodontitis therapies.

~~Our~~On ~~Approach~~June 3, 2024, Mr. Christian Hill-Madsen resigned as a director of the Company and ~~Value~~Peter ~~Creation~~Severin ~~Process~~was appointed as his replacement.

~~Nordicus~~On ~~employs~~November 8, 2024, the Company effectuated a 41-~~step~~for-10 reverse stock split of its issued and outstanding common stock, rounding up to account for any fractional shares (the “Reverse Stock Split”). The Reverse Stock Split had no effect on the Company’s authorized shares of common stock or preferred stock and the par value ~~creation~~will ~~process:~~remain unchanged at $0.001, respectively. All common stock share, option, warrant and per share amounts (except our authorized but unissued shares) have been retroactively adjusted in these unaudited consolidated financial statements and related disclosures.

–On November ~~Scout~~11, ~~and~~2024, ~~Accelerate:~~the ~~Nordicus~~Company ~~targets~~announced ~~high~~that it entered into an agreement with Bio-~~impact~~Convert ~~potential~~A/S ~~companies,~~(“Bio-Convert”) ~~providing~~to ~~capital~~acquire 100% of the outstanding shares of Bio-Convert in exchange for 12,000,000 ~~resources~~restricted ~~and~~shares ~~expertise~~of the Company’s common stock. Bio-Convert is a Denmark-based preclinical-stage biotechnology company aiming to ~~drive~~revolutionize ~~critical~~the ~~milestones~~treatment of oral leukoplakia by minimizing or removing oral leukoplakia lesions in order to further reduce the risk of such aslesions ~~patent~~resulting ~~filings~~in ~~and~~the ~~clinical~~development ~~trials~~of oral cancer in patients.

~~– Acquire and Exit: Nordicus acquires controlling stakes to maximize value creation and exit at premium multiples.~~21

WeOn ~~scout~~November 12, 2024, the ~~Nordic~~Company ~~region~~entered ~~looking~~into ~~for~~an ~~early-stage~~agreement ~~life~~with ~~sciences~~Orocidin ~~companies~~A/S ~~developing~~to ~~drugs~~acquire the remaining 29,663 outstanding shares, or ~~treatments~~approximately 5%, ~~for~~of ~~diseases~~Orocidin inA/S. ~~high~~In ~~growth~~exchange, ~~markets~~the Company issued 200,000 shares of restricted common stock to the selling shareholders of Orocidin. ~~with~~Upon ~~significant~~closing ~~unmet~~of ~~medical~~the ~~needs~~acquisition, ~~all~~Orocidin inA/S ~~potential~~became ~~multibillion~~a ~~USD~~100% ~~markets~~wholly owned subsidiary of the Company.

~~After~~On aAugust ~~vigorous~~7, ~~due~~2025, ~~diligence~~(1) ~~process~~Henrik Keller resigned from the Board of Directors of the Company, (2) the ~~chosen~~Board ~~companies~~increased ~~will~~its besize ~~offered~~from three to ~~join~~five ~~Nordicus’~~members ~~accelerator~~and ~~program~~(3) appointed Torben S. ~~Once~~Jensen, Kim T. Mücke and Andrew J. Ritter to fill the ~~chosen~~resulting ~~companies~~vacancies. On August 7, 2025, the Company executed a Directors Agreement with each of Messrs. Jensen, Mücke and Ritter. ~~have~~Under ~~become~~the ~~accelerator~~Director’s ~~clients~~Agreements, ~~Nordicus~~each ~~takes~~will receive an ~~active~~annual ~~role~~cash retainer of $10,000, payable in ~~advising~~two ~~the~~installments ~~management~~per ~~team~~calendar year, ~~assisting~~in accordance with ~~strengthening~~the Company’s standard compensation plan for Board members. Messrs. Jensen and Mücke will also each receive options to purchase 25,000 shares of the ~~companies~~Company’s common stock at $1.90 per share, and Mr. Ritter will receive options ~~Board~~to purchase 50,000 shares of ~~Directors~~the Company’s common stock at $1.90 per share. All such options will be fully vested on the date of grant and ~~establishing~~be ~~Advisory~~issued ~~Boards~~as ~~including~~Incentive ~~making~~Stock ~~introductions~~Options under and be subject to ~~strategic~~the ~~partners~~terms and ~~talent~~conditions of, the Company’s 2024 Stock Incentive Plan.

~~Once~~In October 2005, the ~~milestones~~Company –formed ~~set~~a bynew ~~Nordicus~~subsidiary –named ~~are~~NoviThera ~~met~~ApS, ~~Nordicus~~with ~~will~~the ~~typically~~objective ~~offer~~ to ~~acquire~~research and develop a novel and unique Monoclonal antibody (MaB) as a novel innovative therapy for the ~~companies~~treatment ~~outright~~of psoriasis. The ~~first~~invention ~~three acquisitions~~was ~~will~~made beby ~~all-stock~~Alteral ~~transactions,~~Therapeutics in ~~with~~Denmark and the ~~first~~drug ~~two~~development ~~acquisitions~~acquired ~~(Orocidin~~by ~~A/S~~NoviThera. ~~and~~Mr. ~~Bio-Convert~~Allan ~~A/S)~~Wehnert, ~~having~~who ~~already~~controls ~~been~~Alteral ~~completed~~Therapeutics, ~~fitting~~ ~~Nordicus’~~was ~~criteria~~appointed ofCEO ~~inclusion~~of NoviThera.

22Our Business

Since the current leadership assumed control of Nordicus Partners Corporation (“Nordicus” or the “Company”), the Company ~~aims~~has evolved into a leading U.S. publicly listed business accelerator and holding company dedicated to ~~take~~helping ~~all~~Nordic ~~portfolio~~life sciences companies’ succeed ~~drug~~in ~~developments~~the ~~through~~American ~~Phase I~~market. ~~Upon~~By ~~completion~~combining ofNordic ~~Phase~~innovation Iwith U.S. operational expertise, ~~the~~Nordicus ~~following~~Partners ~~options~~Corporation ~~will~~creates bea ~~considered:~~distinct advantage in identifying, scaling, and exiting high-potential companies in fast-growing markets with unmet medical needs.

1.Nordicus’ mission ~~Sale~~is orto ~~merger~~back ofhigh-growth ~~the~~ventures ~~portfolio~~and ~~company.~~transformative 2.innovations ~~Further~~in ~~development through~~ the ~~next~~life ~~clinical~~sciences ~~phases~~sector. 3.By ~~Strategic~~providing ~~partnership~~capital, ~~with~~strategic aguidance, and ~~large~~operational ~~pharmaceutical~~resources, we unlock each company’s ~~that~~potential ~~will~~to ~~invest~~generate insignificant ~~Nordicus~~value ~~for~~and ~~further~~drive ~~drug~~robust ~~development.~~financial 4returns. Our ~~Stand~~hands-~~alone~~on ~~Initial~~approach—engaging, ~~Public~~empowering, ~~Offering~~and ~~(IPO)~~capitalizing our portfolio companies—actively propels their success.

~~Nordicus’~~Our ~~current~~approach ~~life~~blends ~~sciences~~strategic ~~portfolio~~counsel, ~~consists~~operational know-how, and the cultivation of ~~two~~meaningful ~~promising~~partnerships. ~~preclinical~~This ~~biotechnology~~integrated ~~companies~~support instrengthens our ~~Orocidin~~companies’ ~~A/S~~market positions and ~~Bio-Convert~~helps ~~A/S~~them ~~led by~~achieve their growth ambitions. Drawing on the ~~accomplished~~combined ~~pharmacologist,~~expertise ~~Allan~~of ~~Wehnert~~our skilled Nordic and U.S. teams, ~~who~~we ~~serves~~deliver asa ~~CEO~~unique ofperspective ~~both~~that ~~companies~~advances each portfolio company toward its full potential.

~~Orocidin~~Nordicus’ ~~A/S~~portfolio isdiversification ~~developing~~strategy apositions ~~proprietary~~us ~~first-of-its-kind~~as ~~medical treatment for aggressive periodontitis, with Bio-Convert A/S focused on~~ a ~~treatment against~~stable ~~oral leukoplakia (OLK) – an oral potentially malignant disorder – by developing a novel proprietary mucoadhesive oral topical formulation designed to treat~~ and ~~reduce~~resilient ~~dysplasia levels~~company, ~~potentially~~mitigating ~~offering~~risk awith ~~curative~~significant ~~solution~~upside ~~for oral leukoplakia~~potential.

~~The~~Our ~~companies’~~Approach ~~innovative breakthroughs are further strengthened by their oral formulations ensuring prolonged adhesion for 12-24 hours~~ and ~~controlled~~Value ~~release~~Creation ~~of the active ingredient, enhancing drug efficacy and patients’ outcomes – a major advancement over normal gels and creams.~~Process

~~Orocidin~~Nordicus ~~A/S~~employs ~~latest~~a ~~development~~4-step value creation process:

~~Orocidin A/S~~– ~~has~~Scout ~~successfully~~and ~~completed~~Accelerate: aNordicus 14targets high-~~day~~impact ~~toxicology~~potential ~~study~~companies, inproviding ~~hamsters~~capital, resources and aexpertise ~~test~~to ofdrive ~~effectiveness~~critical inmilestones asuch ~~Beagle~~as ~~Dog~~patent ~~Study,~~filings ~~respectively~~and clinical trials. – Acquire and Exit: Nordicus acquires controlling stakes to maximize value creation and exit at premium multiples.

InWe scout the ~~14-days~~Nordic ~~toxicology~~region ~~study,~~looking ~~all~~for ~~animals~~early-stage ~~exhibited~~life ~~high~~sciences ~~tolerance~~companies todeveloping ~~the~~drugs ~~drug,~~or ~~with~~treatments nofor ~~adverse~~diseases ~~reactions~~in ~~and~~high ~~irritation~~growth ~~at the buccal~~markets ~~application~~with ~~site. No~~ significant ~~side~~unmet ~~effects~~medical ~~were observed and more importantly~~needs, ~~the~~all ~~necroscopic cross examination showed no changes~~ in ~~tissues.~~potential ~~The~~multibillion ~~successful~~USD ~~completion of this study marks an important milestone for Orocidin A/S, providing the foundation for the upcoming pivotal 8-week toxicity study~~markets.

~~The~~After ~~Beagle~~a ~~Dog~~vigorous ~~Study~~due isdiligence process, the ~~first~~chosen ~~study~~companies ~~that~~will ~~shows~~be ~~Orocidin~~offered ~~A/S~~to ~~drug,~~join ~~QR-01,~~Nordicus’ ~~having~~accelerator aprogram. ~~direct~~Once ~~effect~~the onchosen ~~periodontitis~~companies have ~~diagnosed~~become ~~beagle~~accelerator ~~dogs. The~~clients, ~~13-day~~Nordicus ~~small~~takes ~~efficacy~~an ~~study~~active ~~was~~role ~~conducted~~in onadvising ~~beagle~~the ~~dogs~~management ~~with~~team, ~~clinically~~assisting ~~confirmed~~with ~~periodontitis.~~strengthening ~~The~~the ~~dogs~~companies’ Board ~~demonstrated~~of ~~consistent improvements~~Directors ~~across~~and ~~key~~establishing ~~clinical~~Advisory ~~endpoints,~~Boards including ~~the~~making ~~Gingival~~introductions ~~Index,~~to ~~the~~strategic ~~Plaque~~partners ~~Index~~ and ~~overall periodontal Disease~~talent.

~~Moreover,~~Once ~~QR-01~~the ~~was~~milestones ~~well~~– ~~tolerated,~~set ~~with~~by noNordicus ~~adverse~~– ~~side~~are ~~effects~~met, ~~reported~~Nordicus ~~throughout~~will ~~the~~typically ~~treatment~~offer ~~period.~~to ~~This~~acquire ~~represents~~the acompanies ~~significant~~outright. ~~milestone for~~The ~~Orocidin’s~~first ~~lead~~three acquisitions ~~product,~~will QRbe all-01stock transactions, ~~and~~with ~~strengthens~~the ~~Nordicus’~~first ~~and~~two acquisitions (Orocidin’s ~~confidence~~A/S asand ~~Orocidin~~Bio-Convert ~~prepare~~A/S) ~~for~~having ~~the~~already been completed, ~~upcoming~~fitting ~~human~~Nordicus’ ~~pilot~~criteria ~~efficacy~~of ~~study~~inclusion.

~~Bio-Convert A/S latest development~~22

~~Bio-Convert~~Nordicus ~~has~~aims ~~received~~to ~~positive~~take ~~and~~all ~~constructive~~portfolio ~~scientific~~companies’ ~~advice~~drug ~~from~~developments ~~the~~through ~~Danish~~Phase ~~Medicines Agency (DKMA) regarding QR-02 as a treatment for oral leukoplakia~~I. ~~DKMA’s~~Upon ~~feedback~~completion ~~paves~~of ~~the~~Phase ~~way toward a First in Human trial~~I, ~~with~~the afollowing ~~high~~options ~~likelihood of animal studies rendered dispensable~~will ~~for~~be ~~the proposed formulation and route of application.~~considered:

~~Results~~ 1. Sale or merger of ~~Operations~~the portfolio company. 2. Further development through the next clinical phases. 3. Strategic partnership with a large pharmaceutical company that will invest in Nordicus for further drug development. 4. Stand-alone Initial Public Offering (IPO).

~~Three~~Nordicus’ ~~Months~~current ~~Ended~~life ~~June~~sciences 30portfolio consists of three promising preclinical biotechnology companies in Orocidin A/S, ~~2025~~Bio-Convert ~~Compared~~A/S, toand NoviThera ApS, all of which are led by the ~~Three~~accomplished ~~Months~~pharmacologist, ~~Ended~~Allan ~~June~~Wehnert, 30who serves as CEO of both companies. Orocidin A/S and Bio-Convert A/S were acquired during the fiscal year ended March 31, ~~2024~~2025, and NoviThera ApS was formed in October 2025.

~~Operating~~Orocidin ~~Expenses~~A/S is developing a proprietary first-of-its-kind medical treatment for aggressive periodontitis. Bio-Convert A/S is focused on a treatment against oral leukoplakia (OLK) – an oral potentially malignant disorder – by developing a novel proprietary mucoadhesive oral topical formulation designed to treat and reduce dysplasia levels, potentially offering a curative solution for oral leukoplakia.

~~During~~The ~~the~~companies’ ~~three~~innovative ~~months~~breakthroughs ~~ended~~are ~~June~~further ~~30,~~strengthened ~~2025,~~by wetheir ~~had~~oral ~~officer~~formulations ~~compensation~~ensuring ~~expense~~prolonged ofadhesion ~~$65,354 compared to $49,442~~ for ~~the~~12-24 ~~three months ended June~~hours ~~30,~~and ~~2024,~~controlled anrelease ~~increase~~ of ~~$15,912~~the oractive ~~32%.~~ingredient, ~~This~~enhancing ~~increase~~drug ~~was~~efficacy ~~primarily~~and ~~due~~patients’ tooutcomes an– ~~increase~~a inmajor ~~salaries~~advancement ~~for the Company’s chief executive~~over ~~officer~~normal gels and ~~chief financial officer~~creams. ~~See Note 5 to our accompanying unaudited condensed consolidated financial statements for more information on these transaction.~~

23NoviThera ApS was formed with the objective to research and develop a novel and unique Monoclonal antibody for the treatment of psoriasis.

~~For~~Orocidin ~~the~~A/S ~~three~~latest months ended June 30, 2025, we had professional fees of $277,771 compared to $25,782 for the three months ended June 30, 2024, an increase of $251,989 or 977%. The increase is largely due to increased legal and accounting expenses related to the acquisitions of Orocidin and Bio-Convert.development

~~For~~Orocidin ~~the~~A/S ~~three~~has ~~months~~successfully ~~ended~~completed ~~June~~a ~~30,~~14-day ~~2025,~~toxicology westudy ~~had~~in nohamsters ~~consulting~~and ~~expense compared to $150,000 for the three months ended June 30, 2024,~~ a ~~decrease of~~test ~~$150,000. The decrease is due to fees paid to new members~~ of ~~Orocidin’s~~effectiveness ~~advisory~~in ~~board~~a asBeagle ~~well~~Dog ~~as the issuance of Common Stock to third parties as compensation for consulting services rendered during the three months ended June 30~~Study, ~~2024 that did not occur during the three months ended June 30, 2025~~respectively.

~~For~~In the ~~three~~14-days ~~months~~toxicology ~~ended June 30~~study, ~~2025,~~all weanimals ~~had~~exhibited ~~general~~high ~~and~~tolerance ~~administrative expenses (“G&A”) of $65,112 compared~~ to ~~$32,945 for~~ the ~~three~~drug, ~~months~~with ~~ended~~no ~~June~~adverse ~~30,~~reactions ~~2024,~~and anirritation ~~increase~~at ofthe ~~$32,167~~buccal application ~~or 98%~~site. ~~The~~No ~~increase~~significant inside ~~G&A~~effects ~~expense~~were isobserved ~~attributable~~and tomore ~~increased travel~~importantly, ~~expenses~~the asnecroscopic ~~well~~cross asexamination ~~increased~~showed ~~investor~~no ~~relation~~changes in ~~expenses~~tissues. InThe ~~addition,~~successful ~~there~~completion ~~was~~of anthis ~~increase~~study inmarks ~~costs~~an ~~related~~important tomilestone ~~directors~~for ~~and officers~~Orocidin ~~insurance~~A/S, ~~resulting~~providing ~~from~~ the ~~expansion~~foundation offor the ~~business~~upcoming pivotal 8-week toxicity study.

~~For~~The ~~the~~Beagle ~~three~~Dog ~~months~~Study ~~ended~~is ~~June~~the ~~30,~~first ~~2025,~~study wethat ~~had~~shows ~~research~~Orocidin ~~and~~A/S ~~development~~drug, ~~expense of $423~~QR-01,~~649~~ ~~compared~~having toa ~~zero~~direct ~~for~~effect ~~the~~on ~~three~~periodontitis ~~months~~diagnosed ~~ended~~beagle dogs. ~~June~~The ~~30,~~13-day ~~2024,~~small anefficacy ~~increase~~study ofwas ~~$423,649.~~conducted ~~The~~on ~~increase~~beagle isdogs ~~due~~with toclinically ~~research~~confirmed ~~and~~periodontitis. ~~development~~The ~~costs~~dogs ~~incurred~~demonstrated byconsistent improvements ~~Orocidin~~across ~~and~~key ~~Bio-Convert~~clinical ~~which~~endpoints, ~~were~~including ~~not~~the ~~acquired~~Gingival ~~until May~~Index, ~~2024~~the Plaque Index and ~~November~~overall ~~2024,~~periodontal ~~respectively~~Disease.

~~Other~~Moreover, ~~(Expense)~~QR-01 ~~Income~~was well tolerated, with no adverse side effects reported throughout the treatment period. This represents a significant milestone for Orocidin’s lead product, QR-01, and strengthens Nordicus’ and Orocidin’s confidence as Orocidin prepare for the upcoming human pilot efficacy study.

~~For~~Bio-Convert ~~the~~A/S ~~three~~latest ~~months ended June 30, 2025, we recorded a loss of $375,000 on the change in investment compared to no change in fair value of investments for the three months ended June 30, 2024.~~development

~~Other~~Bio-Convert has ~~Comprehensive~~received ~~Income~~positive and constructive scientific advice from the Danish Medicines Agency (~~Loss~~DKMA) regarding QR-02 as a treatment for oral leukoplakia. DKMA’s feedback paves the way toward a First in Human trial, with a high likelihood of animal studies rendered dispensable for the proposed formulation and route of application.

For the three months ended June 30, 2025, we recorded a gain of $5,192,630 on foreign currency translation adjustments compared to a loss of $230 for the three months ended June 30, 2024. The increase is primarily driven by a higher volume of intangible assets denominated in Danish Krone and fluctuations the foreign exchange rates.23

~~Liquidity~~NoviThera ~~and~~ApS ~~Capital~~latest ~~Resources~~development

~~During~~Formed ~~the~~in ~~three~~October ~~months~~2025 ~~ended~~with ~~June~~intellectual ~~30,~~property ~~2025,~~invented weby ~~used~~Alteral ~~$425~~Therapeutics,~~698~~ inNoviThera ~~operating~~ApS ~~activities~~is ~~compared~~developing toa ~~$217,549~~novel ~~used~~anti inMonoclonal ~~operating~~antibody treatment ~~activities~~to ~~during the~~cure ~~three~~or ~~months~~prevent ~~ended~~the ~~June~~occurrence 30of psoriasis, ~~2024.~~an ~~This~~immune-medicated ~~increase~~inflammatory isdisease ~~primarily~~that ~~due~~causes tokeratinocyte ~~the~~hyperproliferation and ~~significant~~inflammation. ~~increase~~The inkey ~~operating~~focus ~~expenses~~is ~~incurred,~~to asdevelop ~~detailed in~~a ~~the~~human ~~preceding~~rat ~~section,~~model ~~partially~~that ~~offset~~selectively bywill ~~net~~express ~~noncash~~the ~~operating~~endogenous ~~activity~~pathological ofpeptides ~~$375,000~~ and to ~~increases~~test this in ~~accounts~~other ~~payable~~relevant ~~and~~animal ~~accrued expenses~~disease ~~of $609,328~~models.

~~During~~Results the three months ended June 30, 2025, we had no investing activities compared to $134,572 provided by investing activities during the three months ended June 30, 2024. This cash provided by investing activities during the three months ended June 30, 2024 resulted from cash acquired in the acquisitions of ~~Orocidin.~~Operations

~~During~~Three ~~the~~Months ~~three~~Ended ~~months~~September ~~ended June~~ 30, 2025, weCompared ~~received $409,970 from financing activities primarily related~~ to ~~issuance of common stock. During~~ the ~~three~~Three ~~months~~Months ~~ended~~Ended ~~June~~September 30, 2024~~, we received $60,000 from financing activities from the exercise of warrants.~~

~~Critical~~Operating ~~Accounting Estimates~~Expenses

~~Our~~During ~~management’s~~the ~~discussion~~three ~~and~~months ~~analysis~~ended ofSeptember ~~our~~30, ~~financial~~2025, ~~condition~~we ~~and~~had ~~results~~officer ofcompensation ~~our~~expense ~~operations~~of is$285,398 ~~based~~compared onto ~~our~~$49,104 ~~unaudited~~for ~~condensed consolidated~~the ~~financial~~three ~~statements~~months ~~and~~ended September ~~accompanying~~30, ~~notes~~2024, ~~which~~an ~~have~~increase ~~been~~of ~~prepared~~$236,294 inor ~~accordance~~481%. ~~with~~This ~~accounting~~increase ~~principles~~was ~~generally accepted~~primarily indue ~~the~~to ~~United~~an ~~States~~increase ~~(“U.S. GAAP”). Certain amounts included~~ in orsalaries ~~affecting~~for the ~~unaudited condensed consolidated~~Company’s ~~financial~~chief ~~statements~~executive ~~presented~~officer ~~in this Form 10-Q~~ and ~~related~~chief ~~disclosure~~financial ~~must~~officer beas ~~estimated,~~well ~~requiring~~as ~~management~~stock-based tocompensation ~~make~~for ~~assumptions~~board ~~with respect~~members toadded ~~values~~within orthe ~~conditions~~quarter. ~~which~~See Note ~~cannot~~5 beand ~~known~~9 ~~with~~to ~~certainty~~our ataccompanying ~~the time the~~ unaudited condensed consolidated financial statements ~~are~~ ~~prepared. Management believes that the accounting policies set forth below comprise the most important “critical accounting estimates”~~ for ~~the~~more ~~Company.~~information ~~Management evaluates such estimates~~ on anthese ongoing basis, based upon historical results and experience, consultation with experts and other methods that management considers reasonable in the particular circumstances under which the judgments and estimates are made, as well as management’s forecasts as to the manner in which such circumstances may change in the futuretransactions.

24For the three months ended September 30, 2025, we had professional fees of $119,192 compared to $46,428 for the three months ended September 30, 2024, an increase of $72,764 or 157%. The increase is largely due to increased legal and accounting expenses related to the acquisitions of Orocidin and Bio-Convert.

~~Indefinite-lived~~For ~~Intangible~~the ~~Assets~~three months ended September 30, 2025, we had consulting expense of $3,160 compared to no expense for the three months ended September 30, 2024, a increase of $3,160 or 100%. The increase is due to fees paid to a board member of Nordicus for consulting services rendered during the three months ended September 30, 2025 that did not occur during the three months ended September 30, 2024.

WeFor ~~account~~the ~~for~~three ~~indefinite-lived~~months ~~intangible~~ended ~~assets~~September in30, ~~accordance with ASC Topic 350~~2025, ~~Intangibles~~we -had ~~Goodwill~~general and ~~Other~~administrative expenses (“~~ASC 350~~G&A”). ~~Indefinite-lived~~of ~~intangible~~$349,027 ~~assets~~compared ~~(e.g. IPR&D)~~to $71,154 ~~are~~for ~~not~~the ~~amortized~~three ~~but~~months ~~instead~~ended ~~are~~September ~~reviewed~~30, ~~for impairment annually~~2024, or ~~more frequently if~~ an ~~event~~increase ~~occurs~~of $277,873 or ~~circumstances~~391%. ~~change~~The ~~which~~increase in ~~indicate~~G&A ~~that~~expense anis ~~asset~~attributable ~~might~~to beincreased ~~impaired.~~travel ~~Pursuant~~expenses toas ~~ASC~~well ~~350,~~as ~~we test~~increased ~~indefinite-lived~~investor ~~intangible~~relation ~~assets~~expenses. ~~for~~In ~~impairment~~addition, bythere ~~comparing~~was an ~~their~~increase ~~fair~~in ~~values~~costs related to ~~their~~directors ~~carrying~~and ~~values.~~officers Aninsurance ~~impairment~~resulting ~~charge is~~from ~~recorded if~~ the ~~estimated~~expansion ~~fair value~~ of ~~such~~the ~~assets has decreased below their carrying values~~business.

~~Fair~~For ~~Value~~the three months ended September 30, 2025, we had research and development expense of ~~Financial~~$454,701 ~~Instruments~~compared to $343,209 for the three months ended September 30, 2024, a decrease of $111,492 or 32%. The decrease is due to reduced research and development costs incurred by Orocidin.

WeOther ~~follow paragraph 825-10-50-10 of the FASB ASC for disclosures about fair value of our financial instruments and paragraph 820-10-35-37 of the FASB ASC~~ (~~“Paragraph 820-10-35-37”~~Expense) to measure the fair value of our financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in U.S. GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:Income

Level 1:	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2:	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3:	Pricing inputs that are generally unobservable inputs and not corroborated by market data.

For the three months ended September 30, 2025, we recorded a loss of $299,996 compared to $1 for the three months ended September 30, 2024 due to changes in fair value of investments for the three months ended September 30, 2024.

~~Business~~Other ~~Combinations~~Comprehensive Income (Loss)

WeFor ~~account for business combinations under~~ the ~~acquisition~~three ~~method~~months ofended ~~accounting~~September in30, ~~accordance~~2025, ~~with~~we ~~ASC~~recorded ~~Topic~~a ~~805,~~loss ~~Business~~of ~~Combinations~~$228, ~~where~~975 ~~the~~on ~~total~~foreign ~~purchase~~currency ~~price~~translation isadjustments ~~allocated~~compared to ~~the~~a ~~tangible and identified intangible assets acquired and liabilities assumed based on~~gain ~~their estimated fair values at the date~~ of ~~acquisition.~~$16,771 ~~The~~for ~~purchase price is allocated using~~ the ~~information~~three ~~currently~~months ~~available,~~ended ~~and may~~September ~~be adjusted~~30, ~~up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates~~2024. The ~~purchase~~decrease ~~price~~is inprimarily ~~excess~~driven ofby ~~the~~a ~~fair~~higher ~~value~~volume of ~~the tangible and identified~~ intangible assets ~~acquired less liabilities assumed is recognized as goodwill. Identifiable intangible assets with finite lives are amortized~~denominated ~~over~~in ~~their~~Danish ~~useful~~Krone ~~lives. Acquisition-related costs, including advisory, legal, accounting, valuation,~~ and ~~other~~fluctuations ~~costs, are expensed~~ in ~~the~~ ~~periods~~foreign inexchange ~~which the costs are incurred~~rates. ~~The results of operations of acquired businesses are included in the unaudited condensed consolidated financial statements from the acquisition date.~~

~~Goodwill~~24

WeSix ~~assess~~Months ~~goodwill~~Ended ~~for~~September impairment on an annual basis or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired. We regularly monitor current business conditions and other factors including30, ~~but~~2025 ~~not~~Compared ~~limited~~ to, ~~adverse industry or economic trends and lower projections of profitability that may impact future operating results. The process of evaluating~~ the ~~potential impairment~~Six ofMonths ~~goodwill~~Ended ~~requires~~September ~~significant judgment. In performing our annual goodwill impairment test~~30, we are permitted to first assess qualitative factors to determine whether it is more likely than not that the fair value of any of our reporting units is less than its carrying amount, including goodwill. In performing the qualitative assessment, we consider certain events and circumstances specific to the reporting unit and the entity as a whole, such as macroeconomic conditions, industry and market considerations, overall financial performance and cost factors when evaluating whether it is more likely than not that the fair value of any of the reporting units is less than its carrying amount. We are also permitted to bypass the qualitative assessment and proceed directly to the quantitative test. If we choose to undertake the qualitative assessment and conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we would then proceed to the quantitative impairment test. In the quantitative assessment, we compare the fair value of the reporting unit to its carrying amount, which includes goodwill. If the fair value exceeds the carrying value, no impairment loss exists. If the fair value is less than the carrying amount, a goodwill impairment loss is measured and recorded. We assess goodwill for impairment on an annual basis as of March 31 or more frequently when events and circumstances occur indicating that recorded goodwill may be impaired.2024

25Operating Expenses

~~Off-Balance~~During ~~Sheet~~the ~~Arrangements~~six months ended September 30, 2025, we had officer compensation expense of $350,752 compared to $98,546 for the six months ended September 30, 2024, an increase of $252,206 or 256%. This increase was primarily due to an increase in salaries for the Company’s chief executive officer, chief financial officer, and board of directors fees. See Note 5 to our accompanying unaudited condensed consolidated financial statements for more information on these transactions.

AsFor ofthe ~~June~~ six months ended September 30, 2025, we ~~did~~had ~~not~~professional ~~have~~fees ~~any~~of ~~off-balance~~$396,963 ~~sheet~~compared ~~arrangements~~to ~~that have~~$72,210 orfor ~~are~~the ~~reasonably~~six ~~likely~~months toended ~~have~~September 30, a2024, ~~current~~an increase of $324,753 or ~~future material~~450%. ~~effect~~The onincrease ~~our~~is ~~financial~~largely ~~condition,~~due ~~results~~to ofincreased ~~operations,~~legal ~~liquidity,~~and accounting ~~capital~~expenses ~~expenditures~~related orto ~~capital~~the ~~resources~~acquisitions of Orocidin and Bio-Convert.

~~Item~~For the six months ended September 30, 2025, we had $3,160 of consulting expense compared to $150,000 for the six months ended September 30, 2024, a decrease of $146,840 or 98%. ~~Quantitative~~The ~~and~~decrease ~~Qualitative~~is ~~Disclosures~~due ~~About~~to ~~Market~~fees ~~Risk~~paid to new members of Orocidin’s advisory board as well as the issuance of Common Stock to third parties as compensation for consulting services rendered during the six months ended September 30, 2024 that did not occur during the six months ended September 30, 2025.

WeFor ~~are~~the asix ~~smaller~~months ~~reporting~~ended ~~company~~September as30, ~~defined~~2025, bywe ~~Rule~~had ~~12b-2~~G&A expense of $414,139 compared to $104,099 for the ~~Securities~~six ~~Exchange~~months ~~Act~~ended September 30, 2024, an increase of ~~1934~~$310,040 ~~and~~or ~~are~~298%. ~~not~~The ~~required~~increase in G&A expense is attributable to ~~provide~~increased travel ~~the~~expenses ~~information~~as well as increased investor relation expenses. In addition, there was an increase in costs related to directors and ~~under~~officers ~~this~~insurance ~~item~~resulting from the expansion of the business.

~~Item~~For 4the six months ended September 30, 2025, we had research and development expense of $878,350 compared to $343,209 for the six months ended September 30, 2024, an increase of $535,141 or 156%. ~~Controls~~The increase is primarily due to research and ~~Procedures~~development costs incurred by Bio-Convert which was not acquired until November 2024.

~~Our~~Other ~~chief executive and financial officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2025, using the Internal Control - Integrated Framework~~ (~~2013~~Expense) developed by the Committee of Sponsoring Organizations of the Treadway Commission. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions to be made regarding required disclosure. It should be noted that any system of controls and procedures, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met and that management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on this evaluation, our chief executive and financial officer concluded that our disclosure controls and procedures as of June 30, 2025, were not effective at the reasonable assurance level due to limited resources in the finance and accounting functions. We intend to take appropriate and reasonable steps to make improvements to remediate these deficiencies.Income

~~Changes~~For the six months ended September 30, 2025, we recorded a loss of $674,996 of other expense compared to $1 for the six months ended September 30, 2024 due to changes in ~~Internal~~fair ~~Control~~value ~~Over~~of ~~Financial~~investments ~~Reporting~~for the six months ended September 30, 2024.

~~There~~Other ~~have~~Comprehensive ~~not~~Income ~~been any changes in our internal control over financial reporting~~ (~~as such term is defined in Rules 13a-15(f~~Loss) under the Exchange Act) during the fiscal period to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

26For the six months ended September 30, 2025, we recorded a gain of $4,963,655 on foreign currency translation adjustments compared to a gain of $16,541 for the six months ended September 30, 2024. The increase is primarily driven by a higher volume of intangible assets denominated in Danish Krone and fluctuations in foreign exchange rates.

~~Part~~Liquidity ~~II.~~and ~~OTHER~~Capital ~~INFORMATION~~Resources

~~Item~~In 1August 2025, our Board of Directors authorized a share repurchase program which permits us to repurchase up to an aggregate of 200,000 shares of our Common Stock from existing shareholders only, solely in privately negotiated transactions, at a purchase price per share not greater than the then-current market price as determined based on the last reported sale price of our Common Stock on our principal trading market. ~~Legal~~We ~~Proceedings~~are not obligated to repurchase any shares and may suspend or terminate the program at any time. Repurchased shares may be held as treasury stock or retired, as determined by management. The repurchase program will remain in effect until the earliest of (i) the repurchase of 200,000 shares, (ii) 12 months from the date the program was authorized, or (iii) revocation by further Board action. As of September 30, 2025, no share repurchases had closed.

WeDuring ~~are~~the ~~not~~six ~~the~~months ~~subject~~ended ofSeptember ~~any~~30, ~~pending~~2025, ~~legal~~we ~~proceedings;~~used ~~and~~$2,188,401 toin ~~the~~operating ~~knowledge~~activities ofcompared ~~management~~to $599,871 noused ~~proceedings~~in ~~are~~operating ~~presently~~activities during ~~contemplated~~the ~~against us~~six bymonths ~~any~~ended ~~federal~~September 30, ~~state~~2024. orThis ~~local~~increase ~~governmental~~is ~~agency.~~primarily ~~Further,~~due to the ~~knowledge~~significant ofincrease ~~management~~in operating expenses incurred, as nodetailed ~~director~~in orthe ~~executive~~preceding ~~officer~~section, ispartially ~~party to~~offset ~~any~~by ~~action~~net innoncash ~~which~~operating ~~any~~activity ~~has~~of an$812,759 ~~interest~~and ~~adverse~~increases toin usprepaid expenses and other current assets of $374,059.

~~Item~~During 1Athe six months ended September 30, 2025, we had net cash used in investing activities of $10,844 compared to $132,198 provided by investing activities during the six months ended September 30, 2024. ~~Risk~~The ~~Factors~~cash used in investing activities during the six months ended September 30, 2025 was used to purchase plant, property, and equipment. This cash provided by investing activities during the six months ended September 30, 2024 resulted from cash acquired in the acquisitions of Orocidin.

~~Not~~During ~~applicable~~the six months ended September 30, 2025, we received $2,419,220 from financing activities primarily related to issuance of common stock. During the six months ended September 30, 2024, we received $447,330 from financing activities from proceeds from the issuance of common stock and the exercise of warrants.

~~Item 2. Unregistered Sales of Equity Securities and Use of Proceeds~~25

~~None~~Critical Accounting Estimates

~~Item~~Our 3management’s discussion and analysis of our financial condition and results of our operations is based on our unaudited condensed consolidated financial statements and accompanying notes, which have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. ~~Defaults~~GAAP”). ~~Upon~~Certain ~~Senior~~amounts ~~Securities~~included in or affecting the unaudited condensed consolidated financial statements presented in this Form 10-Q and related disclosure must be estimated, requiring management to make assumptions with respect to values or conditions which cannot be known with certainty at the time the unaudited condensed consolidated financial statements are prepared. Management believes that the accounting policies set forth below comprise the most important “critical accounting estimates” for the Company. Management evaluates such estimates on an ongoing basis, based upon historical results and experience, consultation with experts and other methods that management considers reasonable in the particular circumstances under which the judgments and estimates are made, as well as management’s forecasts as to the manner in which such circumstances may change in the future.

~~None.~~Indefinite-lived Intangible Assets

~~Item~~We 4account for indefinite-lived intangible assets in accordance with ASC Topic 350, Intangibles - Goodwill and Other (“ASC 350”). ~~Mine~~Indefinite-lived ~~Safety~~intangible ~~Disclosures~~assets (e.g. IPR&D), are not amortized but instead are reviewed for impairment annually, or more frequently if an event occurs or circumstances change which indicate that an asset might be impaired. Pursuant to ASC 350, we test indefinite-lived intangible assets for impairment by comparing their fair values to their carrying values. An impairment charge is recorded if the estimated fair value of such assets has decreased below their carrying values.

~~Not~~Fair ~~applicable.~~Value of Financial Instruments

~~Item~~We 5follow paragraph 825-10-50-10 of the FASB ASC for disclosures about fair value of our financial instruments and paragraph 820-10-35-37 of the FASB ASC (“Paragraph 820-10-35-37”) to measure the fair value of our financial instruments. ~~Other~~Paragraph ~~Information~~820-10-35-37 establishes a framework for measuring fair value in U.S. GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

None.

Level 1:	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2:	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3:	Pricing inputs that are generally unobservable inputs and not corroborated by market data.

~~Item~~Business ~~6. Exhibits~~Combinations

Exhibit No.		Description
10.1		Directors Agreement, dated as of August 7, 2025, between the Company and Torben Jensen. (1)
10.2		Directors Agreement, dated as of August 7, 2025, between the Company and Kim T. Mücke. (2)
10.3		Directors Agreement, dated as of August 7, 2025, between the Company and Andrew J. Ritter. (3)
31.1		Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of the Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxomony Extension Calculation Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

We account for business combinations under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations, where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill. Identifiable intangible assets with finite lives are amortized over their useful lives. Acquisition-related costs, including advisory, legal, accounting, valuation, and other costs, are expensed in the periods in which the costs are incurred. The results of operations of acquired businesses are included in the unaudited condensed consolidated financial statements from the acquisition date.

(1)	Previously filed as Exhibit 10.1 to Form 8-K filed with the Commission on August 7, 2025.
(2)	Previously filed as Exhibit 10.2 to Form 8-K filed with the Commission on August 7, 2025.
(3)	Previously filed as Exhibit 10.3 to Form 8-K filed with the Commission on August 7, 2025.

27Goodwill

~~SIGNATURES~~We assess goodwill for impairment on an annual basis or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired. We regularly monitor current business conditions and other factors including, but not limited to, adverse industry or economic trends and lower projections of profitability that may impact future operating results. The process of evaluating the potential impairment of goodwill requires significant judgment. In performing our annual goodwill impairment test, we are permitted to first assess qualitative factors to determine whether it is more likely than not that the fair value of any of our reporting units is less than its carrying amount, including goodwill. In performing the qualitative assessment, we consider certain events and circumstances specific to the reporting unit and the entity as a whole, such as macroeconomic conditions, industry and market considerations, overall financial performance and cost factors when evaluating whether it is more likely than not that the fair value of any of the reporting units is less than its carrying amount. We are also permitted to bypass the qualitative assessment and proceed directly to the quantitative test. If we choose to undertake the qualitative assessment and conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we would then proceed to the quantitative impairment test. In the quantitative assessment, we compare the fair value of the reporting unit to its carrying amount, which includes goodwill. If the fair value exceeds the carrying value, no impairment loss exists. If the fair value is less than the carrying amount, a goodwill impairment loss is measured and recorded. We assess goodwill for impairment on an annual basis as of March 31 or more frequently when events and circumstances occur indicating that recorded goodwill may be impaired.

~~Pursuant~~Off-Balance toSheet 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.Arrangements

Dated: August 19, 2025	Nordicus Partners Corporation
	By	/s/ Henrik Rouf
		Henrik Rouf
		Chief Executive Officer and Principal Executive
	By	/s/ Bennett J. Yankowitz
		Bennett J. Yankowitz
		Director, Chief Financial Officer
		Principal Financial and Accounting Officer

As of September 30, 2025, we did not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.

28Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 4. Controls and Procedures

Our chief executive and financial officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2025, using the Internal Control - Integrated Framework (2013) developed by the Committee of Sponsoring Organizations of the Treadway Commission. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions to be made regarding required disclosure. It should be noted that any system of controls and procedures, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met and that management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on this evaluation, our chief executive and financial officer concluded that our disclosure controls and procedures as of September 30, 2025, were not effective at the reasonable assurance level due to limited resources in the finance and accounting functions. We intend to take appropriate and reasonable steps to make improvements to remediate these deficiencies.

Changes in Internal Control Over Financial Reporting

There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) under the Exchange Act) during the fiscal period to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II. OTHER INFORMATION

Item 1. Legal Proceedings

We are not the subject of any pending legal proceedings; and to the knowledge of management, no proceedings are presently contemplated against us by any federal, state or local governmental agency. Further, to the knowledge of management, no director or executive officer is party to any action in which any has an interest adverse to us.

Item 1A. Risk Factors

Not applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit No.		Description
31.1		Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of the Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
10.1		Directors Agreement, dated as of August 7, 2025, between the Company and Torben Jensen. (1)
10.2		Directors Agreement, dated as of August 7, 2025, between the Company and Kim T. Mücke. (2)
10.3		Directors Agreement, dated as of August 7, 2025, between the Company and Andrew J. Ritter. (3)
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxomony Extension Calculation Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

(1)	Previously filed as Exhibit 10.1 to Form 8-K filed with the Commission on August 7, 2025.
(2)	Previously filed as Exhibit 10.2 to Form 8-K filed with the Commission on August 7, 2025.
(3)	Previously filed as Exhibit 10.3 to Form 8-K filed with the Commission on August 7, 2025.

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: November 14, 2025	Nordicus Partners Corporation

	By	/s/ Henrik Rouf
		Henrik Rouf
		Chief Executive Officer and Principal Executive

	By	/s/ Bennett J. Yankowitz
		Bennett J. Yankowitz
		Director, Chief Financial Officer
		Principal Financial and Accounting Officer

Filing Compare · Nordicus Partners Corp