Nordicus Partners raises $500K in convertible note carrying steep lender terms
What's the deal? Nordicus PartnersDealroom has a profile for this one. Try Dealroom → has raised $500,000 in gross cash through a convertible promissory note issued to Keystone Capital PartnersDealroom has a profile for this one. Try Dealroom →, disclosed in an 8-K filing on September 16, 2026. The note carries a $600,000 principal — a $100,000 discount to face value — plus 250,000 commitment shares issued to the lender.
The terms: The note pays 5% interest per year and matures on June 10, 2027. Nordicus can prepay at any time, but only at a 120% premium to the outstanding principal.
Why the structure matters: Conversion rights favour the lender. Keystone may convert only during an event of default, and not before the June 10, 2027 maturity date. The conversion price is set at 90% of the stock's volume-weighted average price over the prior 10 trading days.
An extra 5% discount applies if the company's stock is chilled for deposit at DTC and remains uncured for 10 business days after notice, along with a $750 fee per conversion to cover restricted-stock deposit costs.
What could go wrong? The structure is dilutive to existing holders if Keystone converts. Nordicus must file a resale registration statement with the Securities and Exchange Commission by November 1, 2026, meaning conversion shares could reach the market within months.
The cost: Once the $100,000 original issue discount and 250,000 commitment shares are counted, the effective cost runs well above the stated 5% coupon. The company also carries roughly 9% of the note's face value in interest over its term, plus the 20% prepayment penalty if it retires the debt early.
The signal: At $500,000, this is a small raise sitting near the bottom of the funding range — and its lender-friendly terms underline how convertible notes let cash-strapped companies secure quick liquidity by trading away future flexibility.
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