Gk Partners ApS SC 13D/ANordicus Partners / GK Partners ApS ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 5 to

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Nordicus Partners Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

28265K205

(CUSIP Number)

GK Partners ApS

Dyrehavevej 3B

DK-2930 Klampenborg, Denmark

(+45) 20 30 59 61

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

August 30, 2024

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Item 1. Security and Issuer.

The issuer is Nordicus Partners Corporation, a Delaware corporation (the “Company”). The title of the class of equity securities to which this Statement relates is Common Stock, par value $0.001 per share (“Shares”). The Company’s principal executive office is: 280 South Beverly Drive, Suite 505, Beverly Hills, CA 90212.

All share and per-share amounts in this Schedule reflect a 1-for-10 reverse stock split effectuated on November 8, 2024.

Item 2. Identity and Background.

(a) This Statement is being filed by GK Partners ApS (the “Reporting Person” or “GKP”).

(b) The Reporting Person’s business address is: Dyrehavevej 3B, DK-2930 Klampenborg, Denmark.

(c) Not applicable.

(d) The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of any such proceeding was not or is not subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The Reporting Person is a private limited company (Anpartsselskab) organized in Denmark.

Item 3. Source or Amount of Funds or Other Consideration.

See Item 4.

Item 4. Purpose of Transaction.

On August 30, 2024, GKP acquired 3,400 Shares from the Company for $10.00 per share. These shares were issued pursuant to the exercise of the warrant issued to GKP by the Company on April 1, 2022, to purchase 600,000 Shares at an exercise price of $10.00 per share (the “Warrant”).

On September 3, 2024, GKP acquired 500 Shares from RASCON. ApS for $10.00 per share.

On October 1, 2024, GKP acquired 5,000 Shares from Tove L. Pedersen for $10.00 per share.

On October 3, 2024, GKP acquired 3,200 Shares from the Company for $10.00 per share. These shares were issued pursuant to the exercise of the Warrant.

On October 17, 2024, GKP acquired 12,000 Shares from the Company for $10.00 per share. These shares were issued pursuant to the exercise of the Warrant.

On November 1, 2024, GKP acquired 3,500 Shares from the Company for $10.00 per share. These shares were issued pursuant to the exercise of the Warrant.

On November 6, 2024, GKP acquired 3,500 Shares from the Company for $10.00 per share. These shares were issued pursuant to the exercise of the Warrant.

On November 11, 2024, the Company entered into a Stock Purchase and Sale Agreement with Bio-Convert ApS under which the Bio-Convert shareholders sold to the Company 595,400 shares of Bio-Convert common stock representing 100% of Bio-Convert’s outstanding shares of capital stock. In exchange, the Company issued 12,000,000 restricted shares of its common stock to the Bio-Convert shareholders. The transaction was consummated on November 12, 2024. GKP received 893,268 shares of the Company’s common stock.

On November 12, 2024, the Company and the shareholders (the “Sellers”) of Orocidin A/S (“Orocidin”), entered into a Stock Purchase and Sale Agreement under which the Sellers sold to the Company 29,663 shares of the capital stock of Orocidin representing the remaining 5.34% of Orocidin’s outstanding shares of capital stock not previously purchased by the Company on May 13, 2024. In exchange, the Company issued 200,000 restricted shares of its common stock to the Sellers. The transaction was consummated on November 12, 2024. GKP received 183,144 shares of the Company’s common stock.

After giving effect to the transactions described in this Item 4, 510,300 shares remain unexercised under the Warrant.

The purpose of all of these transactions was to make a long-term investment in the Company.

The foregoing transactions were exempt under the Securities Act of 1933, as amended (the “Securities Act”). None of such shares was or will be registered under the Securities Act or any state securities laws, and unless so registered, may not be reoffered or resold in the United States absent such registration or an applicable exemption therefrom, or in a transaction not subject to the registration requirements of the Securities Act of 1933 and other applicable securities laws.

Item 5. Interest in Securities of the Issuer.

(a) As of the date of this Schedule, the Reporting Person beneficially owned (i) 3,349,568 Shares, constituting 19.49% of the outstanding Shares and (ii) unexercised warrants to purchase 510,300 Shares. The percentage of Shares owned is based upon 17,188,166 Shares outstanding as of November 21, 2024, based on inquiry of the Company’s transfer agent.

(b) GKP has the sole power to vote, direct the vote, dispose and direct the disposition of 3,349,568 Shares.

(c) The Shares were acquired on the dates set forth above.

(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares covered by this Schedule.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Except as described in Items 3 and 4, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any other person with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material to Be Filed as Exhibits.

None.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.