IGC Pharma Files 8-K: Material Agreement, Equity Sales

TL;DR

IGC Pharma dropped an 8-K detailing a new deal and stock sales.

AI Summary

On September 25, 2024, IGC Pharma, Inc. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. The filing details are part of a current report under Section 13 or 15(d) of the Securities Exchange Act of 1934.

Why It Matters

This 8-K filing indicates significant corporate activity for IGC Pharma, including a new material agreement and equity transactions, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered equity sales, which can introduce financial and regulatory risks.

Key Players & Entities

• IGC Pharma, Inc. (company) — Registrant
• September 25, 2024 (date) — Date of earliest event reported
• Maryland (jurisdiction) — State of incorporation
• 001-32830 (identifier) — Commission File Number
• 20-2760393 (identifier) — I.R.S. Employer Identification No.
• 10024 Falls Road, Potomac, Maryland 20859 (address) — Principal executive offices
• 301-983-0998 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $200,000 — on stock, for a total purchase price of $200,000. or $0.34 per share, subject to the ter
• $0.34 — a total purchase price of $200,000. or $0.34 per share, subject to the terms and con

Filing Documents

• igc20240926_8k.htm (8-K) — 29KB
• ex_727832.htm (EX-10.1) — 102KB
• igc20240926_8kimg001.jpg (GRAPHIC) — 2KB
• 0001185185-24-000923.txt ( ) — 274KB
• igc-20240925.xsd (EX-101.SCH) — 3KB
• igc-20240925_lab.xml (EX-101.LAB) — 20KB
• igc-20240925_pre.xml (EX-101.PRE) — 11KB
• igc20240926_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement On September 25, 2024, IGC Pharma, Inc. ("IGC" or the "Company") entered into the 2024 Share Purchase Agreement (the "2024 SPA") with Moran Global Strategies, Inc., a Virginia corporation ("MGS"), which is owned by James Moran, a director of IGC, relating to the sale and issuance by our company to the investors of an aggregate of 588,235 shares of our common stock, for a total purchase price of $200,000. or $0.34 per share, subject to the terms and conditions set forth in the 2024 SPA. The investment is subject to customary closing conditions, including NYSE approval. The 2024 SPA is attached as Exhibit 10.1. After giving effect to the purchase, we will have approximately 75,953,296 shares of common stock outstanding. As per the 2024 SPA, the investor will receive piggyback registration rights subject to certain restrictions. The Purchase Agreement contains certain representations, warranties, and covenants. In addition, both parties have agreed to indemnify each other for losses arising out of breaches of their respective representations, warranties, and covenants and for certain liabilities related to each party's business, subject to customary limitations. The foregoing description of the 2024 Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.1 hereto, which is incorporated by reference. Except for the historical information contained herein, this report contains forward-looking statements that involve risk and uncertainties, such as statements related to the anticipated closing of the offering. The risks and uncertainties involved include the risks detailed from time to time in our filings with the Securities and Exchange Commission, including our annual report on Form 10-K and quarterly reports on Form 10-Q.

02

Item 3.02 Unregistered Sales of Equity Securities The disclosure set forth in Item 1.01 is incorporated herein by reference. If and when the shares are issued, they will be issued pursuant to the exemption contained under Section 4(a)(2) of the Securities Act of 1933, as amended.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No . Description 10.1 Share Purchase Agreement, dated September 25, 2024, between IGC Pharma, Inc. and Moran Global Strategies, Inc. 104 Cover Page Interactive Data File (formatted as Inline XBRL). * Certain schedules or similar attachments to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The registrant hereby agrees to furnish supplementally to the Securities and Exchange Commission upon request a copy of any omitted schedule or attachment to this exhibit.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. IGC Pharma, Inc. Dated: September 26, 2024 By: /s/ Ram Mukunda Name: Ram Mukunda Title: CEO

View Full Filing

View this 8-K filing on SEC EDGAR