UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On April 10, 2026, IGC Pharma, Inc. (“IGC” or the “Company”) executed a Securities Purchase Agreement (the “Purchase Agreement”) with FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (the “FirstFire” or the “Holder”). The execution and delivery of the Purchase Agreement and the related Promissory Note were completed on April 14, 2026. Pursuant to the terms of the Purchase Agreement, the Company issued a Promissory Note (the “Note”) to FirstFire with a total aggregate principal amount of $346,910, which includes an original issue discount of $39,910. The aggregate purchase price paid by FirstFire for the Note is $307,000. The Note matures on April 10, 2027 (the “Maturity Date”). The Company may prepay the Note in full at any time by providing FirstFire with prior written notice.
In addition to it, IGC Pharma, Inc. (“IGC” or the “Company”) executed a Securities Purchase Agreement (the “Purchase Agreement”) with Vanquish Funding Group Inc., a Virginia corporation (“VFG” or the “Holder”). Pursuant to the terms of the Purchase Agreement, the Company issued a Promissory Note (the “Note”) to VFG with a total aggregate principal amount of $238,050, which includes an original issue discount of $31,050. The aggregate purchase price paid by VFG for the Note is $207,000. The Note matures on March 30, 2027 (the “Maturity Date”). The Company may prepay the Note in full at any time by providing VFG with prior written notice.
Solely upon the occurrence and continuation of an Event of Default under each of the Notes, each of VFG and FirstFire has the right, but not the obligation, to convert all or any portion of the outstanding balance of its respective Note — including principal, accrued interest, and any applicable default amounts — into shares (the “Conversion Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”). The conversion price for the Conversion Shares shall be equal to 75% of the lowest trading price of the Common Stock during the ten (10) trading days immediately preceding the applicable conversion date. “Trading Price” means the closing bid price of the Common Stock as reported by a reliable reporting service designated by the applicable holder.
Each VFG and FirstFire has 12% interest rate and is prohibited from converting any portion of their respective Notes to the extent that, after giving effect to such conversion, each of the holders with their respective affiliates would beneficially own more than 4.99% of the outstanding shares of Common Stock. This 4.99% beneficial ownership limitation may not be waived. In addition, the Company shall not issue shares of Common Stock upon conversion of either Note in excess of 19.99% of the shares of Common Stock outstanding as of the respective date of each Purchase Agreement (the “Conversion Cap”), unless shareholder approval is obtained in accordance with applicable NYSE American rules.
The Company intends to use the proceeds from the Notes for general working capital purposes.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 above is incorporated by reference into this Item 3.02.
Any Conversion Shares issuable upon conversion of the Note will be issued pursuant to the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof, as a transaction not involving a public offering.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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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: April 20, 2026 | By: | /s/ Ram Mukunda |
| Name: | Ram Mukunda | |
| Title: | Chief Executive Officer and President | |
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