Item 1.01. Entry into a Material Definitive Agreement

The information contained in Item 2.01 below relating to the various agreements described therein is incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets






              THE CONTRIBUTION AGREEMENT AND RELATED TRANSACTIONS

This section describes the material provisions of the Contribution Agreement but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of the Contribution Agreement, a copy of which is attached hereto as Exhibit 2.1. Unless otherwise defined herein, the capitalized terms used below are defined in the Contribution Agreement.





The Contribution Agreement

On the Closing Date, the Company consummated the transactions contemplated by the Contribution Agreement by and among EKIMAS Corporation, Nordicus, 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 all of the issued and outstanding shares of capital stock of Nordicus for an aggregate of 2,500,000 shares of Purchaser Common Stock. As a result of the Business Combination, Nordicus became a 100% wholly owned subsidiary of the Company.

The Purchaser Common Stock being issued to the Sellers in connection with the Business Combination has not been registered under the Securities Act, in reliance upon the exemption from registration provided by Section 4(a)(2), which exempts transactions by an issuer not involving any public offering, and Regulation D and/or Regulation S promulgated by the SEC under that section. These shares may not be offered or sold in the United States absent registration or an applicable exemption from registration.

The foregoing description of the Contribution Agreement does not purport to be complete. For further information, please refer to the copy of the Contribution Agreement that is filed as Exhibit 2.1 to this Report. There are representations and warranties contained in the Contribution Agreement that were made by the parties to each other as of the date of execution. The assertions embodied in these representations and warranties were made solely for purposes of the Contribution Agreement and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating their terms. Moreover, some representations and warranties may not be accurate or complete as of any specified date because they are subject to a contractual standard of materiality that is different from certain standards generally applicable to shareholders or were used for the purpose of allocating risk between the parties rather than establishing matters as facts. For these reasons, investors should not rely on the representations and warranties in the Contribution Agreement as statements of factual information.





4







                            DESCRIPTION OF BUSINESS



Our Corporate History

We were founded in 1993 as a subsidiary of PolyMedica Corporation ("PolyMedica"). In June 1996, PolyMedica distributed all of the shares of CardioTech International, Inc.'s common stock, par value $0.01 per share, which PolyMedica owned, to PolyMedica stockholders of record. We were engaged in the business of developing advanced polymer materials for use in medical devices designed for treating a broad range of anatomical sites and disease states. In July 1999, we acquired the assets of Tyndale-Plains-Hunter ("TPH"), a manufacturer of specialty hydrophilic polyurethanes.

In April 2001, we acquired Catheter and Disposables Technology, Inc. ("CDT"), a contract manufacturer of advanced disposable medical devices. In April 2003, we acquired Gish Biomedical, Inc. ("Gish"), a manufacturer of single use cardiopulmonary bypass products. In the development of our business model, we reviewed the strategic fit of our various business operations and determined that CDT and Gish did not fit our strategic direction. Gish was sold in July . . .

Item 3.02. Unregistered Sales of Equity Securities.

The information contained in Item 2.01 below relating to the Purchaser Common Stock issuable pursuant to the Contribution Agreement described therein is incorporated herein by reference.

Item 5.01. Changes in Control of Registrant.

As a result of the Business Combination, Nordicus received 2,500,000 of our shares of common stock, representing 30.6% of the outstanding shares (16.7% on a fully diluted basis). In addition, at the closing of the Business Combination, shareholders of Nordicus were appointed to two out of the three positions on our board of directors and to the position of new chief executive officer. Accordingly, we believe that we experienced a change in control with Nordicus effectively acquiring control of us as a result of the Business Combination. The disclosure set forth in Item 2.01 to this Report is incorporated into this item by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

In connection with the Business Combination, on February 23, 2023, the Company appointed Henrik Rouf as our Chief Executive Officer, and Bennett J. Yankowitz resigned as our Chief Executive Officer and was appointed as our Chief Financial Officer.

The Company's sole director also appointed Tom Glaesner Larsen and Christian Hill-Madsen as directors of the Company, which appointments shall take effect in accordance with Rule 14f-1. For a biographical summary of each of the incoming officers and directors, see "Item 2.01 - Directors, Executive Officers, Promoters and Control Persons - Biographies of Directors and Executive Officers."

Item 5.06. Change in Shell Company Status

The information in Items 1.01 and 2.01 above are incorporated herein by reference. Following the transactions described above, the Company is no longer considered a shell company, as that term is defined in Rule 12b-2 under the Exchange Act.




Item 8.01. Other Events.

On March 1, 2023, the Company issued a press release announcing the closing of the Business Combination. This press release is attached as Exhibit 99.3 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

The following are filed as part of this Form 8-K:





  (a) Financial Statements of Business Acquired

In accordance with Item 9.01(a), the Company's audited financial statements for the fiscal years ended June 30, 2022 and 2021 are filed as Exhibit 99.2 hereto.





  (b) Pro Forma Financial Information




In accordance with Item 9.01(b), unaudited pro forma condensed combined
financial statements and the accompanying notes, are filed as Exhibit 99.3
hereto.



  (d) Exhibits




Exhibit                                                               Filed or Furnished
Number             Exhibit Description             Form   Exhibit   Filing Date   Herewith
2.1         Contribution Agreement, dated                                            X
          February 23, 2023, by and among the
          Company, Nordicus, GK Partners ApS,
          Henrik Rouf and Life Science Power
          House ApS.
3.1         Certificate of Incorporation           14A    C         8/30/2007
3.2         Bylaws                                 14A    D         8/30/2007
3.3         2017 Non-qualified Equity Incentive    8-K    10.37     8/22/2017
          Plan
14.1        Code of Ethics                                                           X
99.1        Audited financial statements of                                          X
          Nordicus for the fiscal years ended
          June 30, 2022 and December 31, 2021
99.2        Unaudited pro forma condensed                                            X
          combined financial statements of the
          EKIMAS Corporation and Nordicus.
99.3        Press Release, dated March 1, 2023,                                      X
          announcing the closing of the Business
          Combination.
104       Cover Page Interactive Data File                                           X
          (embedded within the Inline XBRL
          document)




28

© Edgar Online, source Glimpses