UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-Q

 


 

Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarterly period ended December 31, 2021September 30, 2022

 

 

Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Commission file number: 001-32830

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igc_lg-logo.jpg

INDIA GLOBALIZATION CAPITAL, INC.

(Exact name of registrant as specified in its charter)

 

Maryland

(State or other jurisdiction of incorporation or organization)

20-2760393

(I.R.S. Employer Identification No.)

 

 

10224 Falls Road, Potomac, Maryland

(Address of principal executive offices)

20854 

(Zip Code)

 

(301) 983-0998

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading symbol(s)

 

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

 

IGC

 

NYSE American LLC

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☑ Yes ☐ No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☑ Yes ☐ No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐

 

Accelerated filer ☐

Non-accelerated filer ☑

 

Smaller reporting company ☑

 

 

Emerging growth company☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☑ No

 

51,054,01753,067,436 shares of our common stock were outstanding as of January 31,October 19, 2022.

 

indiaglob20211231_10qimg002.jpg

igc_sm-logo1.jpg | December 31, 2021,September 30, 2022, Form 10-Q

 

 

 

INDIA GLOBALIZATION CAPITAL, INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2021SEPTEMBER 30, 2022

 

Table of Contents

 

 

 

Page

PART I. FINANCIAL INFORMATION

 

 

 

Item 1.

Financial Statements

4

 

Condensed Consolidated Balance Sheets

4

 

Condensed Consolidated Statements of Operations and Comprehensive Loss

5

 

Condensed Consolidated Statements of Changes in Shareholder’s Equity

6

 

Condensed Consolidated Statements of Cash Flows

7

 

Notes to Condensed Consolidated Financial Statements

8

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

2625

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

3332

Item 4.

Controls and Procedures

3332

 

 

 

PART II. OTHER INFORMATION

 

 

 

Item 1.

Legal Proceedings

3433

Item 1A.

Risk Factors

3533

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

3533

Item 3.

Defaults Upon Senior Securities

3533

Item 4.

Mine Safety Disclosures

3533

Item 5.

Other Information

3533

Item 6.

Exhibits

3534

 

 

 

SIGNATURES

3635

 

indiaglob20211231_10qimg002.jpgigc_sm-logo1.jpg | December 31, 2021,September 30, 2022, Form 10-Q

 

 

 

FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q and the documents incorporated herein by reference contain forward-looking statements. Additionally, we, or our representatives, may, from time to time, make other written or verbal forward-looking statements and discuss plans, expectations, and objectives regarding our business, financial condition, and results of operations. Without limiting the foregoing, statements that are in the future tense, and all statements accompanied by terms such as believe, project, expect, trend, estimate, forecast, assume, intend, plan, target, anticipate, outlook, preliminary, will likely result, will continue and variations of them and similar terms are intended to be forward-looking statements as defined by federal securities laws. Such statements are based on currently available information, which management has assessed but which is dynamic and subject to rapid change due to risks and uncertainties that affect our business.

 

For the next several years, we believe our success is highly correlated with improvement in the Hong Kong and Indian economies, particularly their recovery from the ongoing SARS-CoV-2 (COVID-19) pandemic and with the outcome of our clinical trials and secondarily onwith the sale of our products and services. The Company may not be able to complete human trials on our investigational drug candidates,candidate, or, once conducted, the results of human trials may not be favorable or as anticipated or may reflect lack of efficacy in humans or animals. Precautions, including social distancing and travel restrictions, among others, surrounding the ongoing SARS CoV 2 (COVID-19) pandemic could lead to delays or expenses greater than anticipated or projected. Failure or delay with respect to any of the above factors could have a material adverse effect on our business, future results of operations, stock price, and financial condition.

 

Our projections and investments anticipate certain regulatory changes and stable pricing, which may not hold out over the next several years. We may not be able to protect our intellectual property adequately or receive patents. We may not receive regulatory approval for our products, or trials. The patent applications we have licensed may not be granted by the United States Patent and Trademark Office (USPTO), even if the Company is in full compliance with USPTO requirements. We may not have adequate resources including financial resources, to successfully conduct all requisite clinical trials, to bring a product based on the above-referenced patented formulations to market, or to pay applicable maintenance fees over time. We may not be able to successfully commercialize our products even if they are successful and receive regulatory approval, including, but not limited to, based on the Food &and Drug Administrations (FDA) current position on hemp and hemp-based products. Failure or delay with respect to any of the factors above could have a material adverse effect on our business, future results of operations, stock price, and financial condition.

 

This document also contains statements that are not approved by the FDA, including statements on hemp and hemp extracts and their potential efficacy on humans and animals. While these statements and claims are intended to be in compliance with federal and state laws, we cannot guarantee such compliance.

 

We caution you not to place undue reliance on forward-looking statements, which are based upon assumptions, expectations, plans, and projections subject to risks and uncertainties, including those, if any, identified in the Risk Factors set forth in this report or in our annual report on Form 10-K for the fiscal year ended March 31, 2021,2022, filed with the Securities and Exchange Commission (SEC) on June 14, 2021, or in our quarterly reports on Form 10-Q for the three months ended June 30, 2021, and September 30, 2021, respectively, and in the documents incorporated by reference that23, 2022, which may cause actual results to differ materially from those expressed or implied in the forward-looking statements. Forward-looking statements speak only as of the date when they are made. Except as required by federal securities law, we do not undertake any obligation to update forward-looking statements to reflect events, circumstances, changes in expectations, or the occurrence of unanticipated events after the date of those statements.

 

 

indiaglob20211231_10qimg002.jpgigc_sm-logo1.jpg | December 31, 2021,September 30, 2022, Form 10-Q

 

 

PART I FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

India Globalization Capital, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

(Unaudited)

 

 

December 31,

2021

($)

  

March 31,

2021

($)

  

September 30,

2022

($)

  

March 31,

2022

($)

 

ASSETS

                

Current assets:

                

Cash and cash equivalents

  11,941   14,548   6,623   10,460 

Accounts receivable, net

  164   175   189   125 

Short term investments

  193   - 

Inventory

  5,428   5,478   3,750   3,548 

Investment in Non-marketable securities

  -   80 

Deposits and advances

  1,704   3,236   444   978 

Total current assets

  19,237   23,517   11,199   15,111 

Non-current assets:

        
        

Intangible assets, net

  426   407   952   917 

Property, plant and equipment, net

  10,520   10,840 

Non-marketable securities

  11   12 

Property, plant, and equipment, net

  8,470   9,419 

Claims and advances

  612   603   950   937 

Operating lease asset

  482   488   387   450 

Total non-current assets

  12,051   12,350 

Total long-term assets

  10,759   11,723 

Total assets

  31,288   35,867   21,958   26,834 

LIABILITIES AND STOCKHOLDERS EQUITY

                

Current liabilities:

                

Accounts payable

  357   476   456   981 

Accrued and other liabilities

  919   1,588 

Short-term loans

  3   304 

Accrued liabilities and others

  926   1,460 

Total current liabilities

  1,279   2,368   1,382   2,441 

Non-current liabilities:

        
        

Long-term loans

  145   276   142   144 

Other liabilities

  15   15   15   16 

Operating lease liability

  374   405   275   341 

Total non-current liabilities

  534   696   432   501 

Total liabilities

  1,813   3,064   1,814   2,942 
                

Commitments and Contingencies See Note 12

          
 
   
 
 
                

Stockholders equity:

                

Preferred stock, $0.0001 par value: authorized 1,000,000 shares, 0 shares issued or outstanding as of December 31, 2021, and March 31, 2021.

  -   - 

Common stock and additional paid-in capital, $0.0001 par value: 150,000,000 shares authorized; 51,054,017 and 47,827,273 shares issued and outstanding as of December 31, 2021, and March 31, 2021, respectively.

  114,894   109,720 

Preferred stock, $0.0001 par value: authorized 1,000,000 shares, no shares issued or outstanding as of September 30, 2022, and March 31, 2022.

        

Common stock and additional paid-in capital, $0.0001 par value: 150,000,000 shares authorized; 53,058,061 and 51,054,017 shares issued and outstanding as of September 30, 2022, and March 31, 2022, respectively.

  117,899   116,019 

Accumulated other comprehensive loss

  (2,763)  (2,774

)

  (3,369)  (2,968)

Accumulated deficit

  (82,656)  (74,143

)

  (94,386)  (89,159)

Total stockholders equity

  29,475   32,803   20,144   23,892 

Total liabilities and stockholders equity

  31,288   35,867   21,958   26,834 

 

The accompanying notes should be read in connection with these Condensed Consolidated Financial Statements.

indiaglob20211231_10qimg002.jpgigc_sm-logo1.jpg | December 31, 2021,September 30, 2022, Form 10-Q

4

 

India Globalization Capital, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except loss per share and share data)

(Unaudited)

 

  

Three months ended

December 31,

  

Nine months ended

December 31,

 
  

2021

  

2020

  

2021

  

2020

 
  ($)  ($)  ($)  ($) 
                 

Revenue

  142   108   275   817 

Cost of revenue

  (80)  (94)  (149)  (731)

Gross Profit

  62   14   126   86 

Selling, General and administrative expenses

  (2,070)  (2,186)  (7,956)  (5,424)

Research and development expenses

  (377)  (154)  (1,097)  (595)

Operating loss

  (2,385)  (2,326)  (8,927)  (5,933)

Impairment of investment

  -   -   (37)  - 

Other income, net

  4   3   451   71 

Loss before income taxes

  (2,381)  (2,323)  (8,513)  (5,862)

Income tax expense/benefit

  -   -   -   - 

Net loss attributable to common stockholders

  (2,381)  (2,323)  (8,513)  (5,862)

Foreign currency translation adjustments

  77   40   11   124 

Comprehensive loss

  (2,304)  (2,283)  (8,502)  (5,738)
                 

Net Loss per share attributable to common stockholders:

                

Basic and Diluted

 $(0.05)  (0.06

)

  (0.18)  (0.14)

Weighted-average number of shares used in computing net loss per share amounts:

  51,053,191   41,304,365   49,643,942   40,915,196 

  

Three months ended

September 30,

  

Six months ended

September 30,

 
  

2022

  

2021

  

2022

  

2021

 
  ($)  ($)  ($)  ($) 
                 

Revenue

  202   56   414   133 

Cost of revenue

  (67)  (18)  (137)  (69)

Gross profit

  135   38   277   64 

Selling, general and administrative expenses

  (1,855)  (4,110)  (3,405)  (5,886)

Research and development expenses

  (768)  (276)  (2,162)  (720)

Operating loss

  (2,488)  (4,348)  (5,290)  (6,542)

Impairment of investment

  -   -   -   (37)

Other income, net

  46   4   63   447 

Loss before income taxes

  (2,442)  (4,344)  (5,227)  (6,132)

Income tax expense/benefit

  -   -   -   - 

Net loss attributable to common stockholders

  (2,442)  (4,344)  (5,227)  (6,132)

Foreign currency translation adjustments

  (182)  20   (401)  (66)

Comprehensive loss

  (2,624)  (4,324)  (5,628)  (6,198)
                 

Net loss per share attributable to common stockholders:

                

Basic and diluted

 $(0.05)  (0.09

)

  (0.10)  (0.13)

Weighted-average number of shares used in computing net loss per share amounts:

  52,194,098   49,948,930   52,082,096   48,935,466 

 

The accompanying notes should be read in connection with these Condensed Consolidated Financial Statements.

indiaglob20211231_10qimg002.jpg

igc_sm-logo1.jpg | December 31, 2021,September 30, 2022, Form 10-Q5

10-Q

5

 

India Globalization Capital, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY

(in thousands)

(Unaudited)

 

Three months ended December 31, 2020

 

Number of

Common Shares

  

Common Stock and

Additional Paid in

Capital

($)

  

Accumulated

Deficit

($)

  

Accumulated Other

Comprehensive Loss

($)

  

Total Stockholders’

Equity

($)

 

Balances as of September 30, 2020

  41,304   95,270   (68,906)  (2,766)  23,598 

Common stock-based compensation & expenses, net

  -   157   -   -   157 

Net loss

  -   -   (2,323)  -   (2,323)

Loss on foreign currency translation

  -   -   -   40   40 

Balances as of December 31, 2020

  41,304   95,427   (71,229)  (2,726)  21,472 
                     

Three months ended December 31, 2021

                    

Balances as of September 30, 2021

  51,041   114,371   (80,275)  (2,840

)

  31,256 

Common stock-based compensation & expenses, net

  13   523   -   -   523 

Issuance of common stock through offering (net of expenses)

  -   -   -   -   - 

Net loss

  -   -   (2,381)  -   (2,381)

Loss on foreign currency translation

  -   -   -   77   77 

Balances as of December 31, 2021

  51,054   114,894   (82,656)  (2,763)  29,475 

Three months ended September 30, 2021

 

Number of

Common Shares

  

Common Stock and

Additional Paid in

Capital

($)

  

Accumulated

Deficit

($)

  

Accumulated Other

Comprehensive Loss

($)

  

Total Stockholders’

Equity

($)

 

Balances as of June 30, 2021

  48,284   110,528   (75,931

)

  (2,860

)

  31,737 

Common stock-based compensation & expenses, net

  1,507   424   -   -   424 

Issuance of common stock through offering (net of expenses)

  1,250   3,419   -   -   3,419 

Net loss

  -   -   (4,344

)

  -   (4,344)

Foreign currency translation adjustments

  -   -   -   20   20 

Balances as of September 30, 2021

  51,041   114,371   (80,275

)

  (2,840

)

  31,256 
                     

Three months ended September 30, 2022

                    

Balances as of June 30, 2022

  51,841   117,171   (91,944)  (3,187

)

  22,040 

Common stock-based compensation & expenses, net

  1,009   624   -   -   624 

Issuance of common stock through offering (net of expenses)

  208   104   -   -   104 

Net loss

  -   -   (2,442)  -   (2,442

)

Foreign currency translation adjustments

  -   -   -   (182)  (182)

Balances as of September 30, 2022

  53,058   117,899   (94,386)  (3,369)  20,144 

 

Nine months ended December 31, 2020

 

Number of

Common Shares

  

Common Stock and

Additional Paid in

Capital

($)

  

Accumulated

Deficit

($)

  

Accumulated Other

Comprehensive Loss

($)

  

Total Stockholders’

Equity

($)

 

Balances as of March 31, 2020

  39,320   94,754   (65,367

)

  (2,850

)

  26,537 

Common stock-based compensation & expenses, net

  1884   573   -   -   573 

Common stock issued for investment

  100   100   -   -   100 

Net loss

  -   -   (5,862

)

  -   (5,862

)

Loss on foreign currency translation

  -   -   -   124   124 

Balances as of December 31, 2020

  41,304   95,427   (71,229

)

  (2,726

)

  21,472 
                     

Nine months ended December 31, 2021

                    

Balances as of March 31, 2021

  47,827   109,720   (74,143

)

  (2,774

)

  32,803 

Common stock-based compensation & expenses, net

  1,520   1,072   -   -   1,072 

Issuance of common stock through offering (net of expenses)

  1,750   4,145   -   -   4,145 

Other adjustments

  (43)  (43)  -   -   (43)

Net loss

  -   -   (8,513)  -   (8,513)

Gain on foreign currency translation

  -   -   -   11   11 

Balances as of December 31, 2021

  51,054   114,894   (82,656)  (2,763)  29,475 

 

Six months ended September 30, 2021

 

Number of

Common Shares

  

Common Stock and

Additional Paid in

Capital

($)

  

Accumulated

Deficit

($)

  

Accumulated Other

Comprehensive Loss

($)

  

Total Stockholders’

Equity

($)

 

Balances as of March 31, 2021

  47,827   109,720   (74,143)  (2,774

)

  32,803 

Common stock-based compensation & expenses, net

  1,507   549   -   -   549 

Issuance of common stock through offering (net of expenses)

  1,750   4,145   -   -   4,145 

Other adjustments

  (43)  (43)  -   -   (43)

Net loss

  -   -   (6,132

)

  -   (6,132)

Foreign currency translation adjustments

  -   -   -   (66)  (66)

Balances as of September 30, 2021

  51,041   114,371   (80,275)  (2,840

)

  31,256 
                     

Six months ended September 30, 2022

                    

Balances as of March 31, 2022

  51,054   116,019   (89,159

)

  (2,968

)

  23,892 

Common stock-based compensation & expenses, net

  1,796   1,776   -   -   1,776 

Issuance of common stock through offering (net of expenses)

  208   104   -   -   104 

Net loss

  -   -   (5,227

)

  -   (5,227

)

Foreign currency translation adjustments

  -   -   -   (401

)

  (401

)

Balances as of September 30, 2022

  53,058   117,899   (94,386

)

  (3,369

)

  20,144 

 

The accompanying notes should be read in connection with these Condensed Consolidated Financial Statements.

 

indiaglob20211231_10qimg002.jpg

igc_sm-logo1.jpg | December 31, 2021,September 30, 2022, Form 10-Q

6

 

India Globalization Capital, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

 

 

Nine months ended

December 31,

  

Six months Ended

September 30,

 
 

2021

($)

  

2020

($)
  

2022

($)
  

2021

($)
 

Operating activities:

        

Cash flows from operating activities:

        

Net loss

  (8,513)  (5,862)  (5,227)  (6,132)

Adjustment to reconcile net loss to net cash:

                

Depreciation and amortization

  486   312   332   320 

Provision for bad debt

  1,718   -   -   1,718 

Impairment of non-marketable securities

  37   -   -   37 

Common stock-based compensation and expenses

  1,072   523 

Common stock-based compensation and expenses, net

  1,776   549 

Net loss on sale of fixed asset

  45   - 

Forgiveness of PPP Loan

  (430)  -   -   (430)
                

Changes in:

                

Accounts receivables

  11   (93)

Accounts receivables, net

  (65)  36 

Inventory

  51   (911)  (202)  (20)

Deposits and advances

  (186)  (2,031)  534   (150)

Claims and advances

  (10)  55   (13)  (8)

Accounts payable

  (117)  112   (524)  (56)

Accrued and other liabilities

  (669)  (400)  (535)  6 

Operating lease asset

  6   -   63   (22)

Operating lease liability

  (31)  -   (66)  (1)

Net cash used in operating activities

  (6,575)  (8,295)  (3,882)  (4,153)
                

Investing activities:

        

Purchase of property, plant, and equipment

  (152)  (1,381)

Proceed from marketable securities

  -   3,081 

Investment in non-marketable securities

  -   (149)

Cash flow from investing activities:

        

Net purchase of property, plant, and equipment

  277   (125)

Investment in short term investments

  (193)  - 

Acquisition and filing cost of patents and rights

  (37)  (92)  (60)  (15)

Net cash (used in)/provided by investing activities

  (189)  1,459 

Net cash provided by/(used in) investing activities

  24   (140)
                

Financing activities:

        

Cash flows from financing activities:

        

Issuance of equity stock through offering (net of expenses)

  4,145   -   103   4,145 

Proceeds from/Repayment of long- term loan

  (2)  530 

Repayment of long-term loan

  (2)  (1)

Net cash provided by financing activities

  4,143   530   101   4,144 
                

Effects of exchange rate changes on cash and cash equivalents

  14   16   (80)  - 

Net decrease in cash and cash equivalents

  (2,607)  (6,290)  (3,837)  (149)

Cash and cash equivalents at the beginning of the period

  14,548   7,258   10,460   14,548 

Cash and cash equivalents at the end of the period

  11,941   968   6,623   14,399 
                

Supplementary information:

                

Cash paid for interest

  -   - 

Non-cash items:

                

Common stock issued/granted for stock-based compensation, including patent acquisition

  1,072   573   1,776   549 

Forgiveness of PPP Loan

  -   (430)

Amortization of operating lease

  80   20   54   53 

Forgiveness of PPP Loan

  (430)  - 

 

The accompanying notes should be read in connection with these Condensed Consolidated Financial Statements.

igc_sm-logo1.jpg | September 30, 2022, Form 10-Q

indiaglob20211231_10qimg002.jpg | December 31, 2021, Form 10-Q
7

 

India Globalization Capital, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE AND NINESIX MONTHS ENDED DECEMBER 31, 2021SEPTEMBER 30, 2022

(in thousands, except for share data and loss per share, unaudited)

 

Unless the context requires otherwise, all references in this report to IGC, the Company, we, our and/or us refer to India Globalization Capital, Inc., together with our subsidiaries and beneficially owned subsidiary. Our public filings with the Securities and Exchange Commission, the SEC,” are available on www.sec.gov. The information contained on our various websites, including www.igcinc.us, is not incorporated by reference in this report, and you should not consider such information to be a part of this report. We exclude our investments and minority non-controlling interests, and any information provided by them is not incorporated by reference in this report, and you should not consider such information to be a part of this report.

 

NOTE 1 BUSINESS DESCRIPTION

 

BusinessCorporate History

 

Since 2014, we have focusedIGC has two business segments: Infrastructure and Life Sciences. We are a portion of our business onMaryland corporation established in 2005. Our fiscal year is the application of phytocannabinoids such as Tetrahydrocannabinol (“THC”) and Cannabidiol (“CBD”), among others, in combination with other compounds, to address efficacy for various ailments and diseases such as Alzheimer’s disease. As previously disclosed, IGC submitted IGC-AD1, our investigational drug candidate for Alzheimer’s, to the U.S. Food and Drug Administration (“FDA”) under Section 505(i)52- or 53-week period ending March 31.

Overview of the Federal Food, Drug, and Cosmetic Act and received approval on July 30, 2020, to proceed with the Phase 1 trial on Alzheimer’s patients.Infrastructure Segment

 

The Company completed all dose escalation studies,Infrastructure segment involves the execution of construction contracts and as announced by the Company on December 2, 2021, the resultsrental of the clinical trial have been submitted in the Clinical/Statistical Report (“CSR”) filed with the FDA.heavy construction equipment. The Company operates its Infrastructure segment from India.

Overview of Life Sciences Segment

The Life Sciences segment operates primarily through wholly owned subsidiaries including IGC Pharma LLC, a clinical-stage biopharmaceutical company based in Maryland. The purpose of IGC Pharma LLC is motivated byto effectively treat Alzheimer’s patients and alleviate caregiver burden. Over the potential that, with future successful results from appropriate further trials, IGC-AD1 could contributepast eight years, we have developed a deep knowledge of cannabinoid science, including its extraction, isolation, purification, and development. Our strategy is to relief for someleverage our unique platform to develop a class-leading program to treat neurodegenerative diseases such as Alzheimer’s.

We currently have two main investigational drug assets in various stages of the 50 million people around the world expected to be impacted by Alzheimer’s disease by 2030 (WHO, 2020).development:

 

 

1)

At the start of the trial, the participants receiving the active drug (N=11) had an average ageIGC-AD1, our lead therapeutic candidate is in Phase 2 trials for treating agitation in dementia from Alzheimer’s, and weight of 81.5 years (SD 5.5) and 138.8 lb (SD 24.7) respectively. The placebo participants (N=2) had an average age and weight of 75 years (SD 4.2) and 196.4 lb (SD 17.0) respectively.

Primary Endpoint: Safety & Tolerability (S&T):

S&T was assessed by recording both solicited and non-solicited Adverse Events (AEs). The solicited AEs, assessed daily, were somnolence, falls, dizziness, asthenia, suicidal ideation, hypertension, psychiatric symptoms, and paradoxical nausea. All AEs were graded as mild, moderate, severe, life threatening, and serious (SAE).

In all three Cohorts, a) there were no SAEs, b) no life-threatening AEs, and c) no deaths.

 

2)

One AE, mild dizziness, reportedTGR-63, an enzyme inhibitor shown in Cohort 1, was deemedpre-clinical trials to be related to IGC-AD1. All other AEs across all cohorts were deemed to be not related to IGC-AD1 or to the placebo.

In Cohort 1,reduce neurotoxicity in the group that received IGC-AD1 (N=10), 50% reported hypertension, 40% reported asthenia, 30% reported somnolence and dizziness, 20% reported psychiatric symptoms and 10% reported falls. One case of dizziness was deemed by the principal investigator (PI) to be related to IGC-AD1. In the placebo group (N=2) 100% reported hypertension, and 50% reported somnolence and falls.

In Cohort 2 for the IGC-AD1 group, 60% reported psychiatric symptoms, 50% reported somnolence and asthenia, 30% reported hypertension, 20% reported nausea and dizziness, and 10% reported falls and suicidal ideation. In the placebo group 100% reported somnolence, 50% reported dizziness and hypertension.

In Cohort 3 for the IGC-AD1 group, 70% reported somnolence, 60% reported psychiatric symptoms, 50% reported dizziness and asthenia, and 30% reported hypertension. In the placebo group 100% reported somnolence, and 50% reported hypertension and psychiatric symptoms.Alzheimer's cell lines.

 

IGC-AD1 and TGR-63, both small molecules, have shown in Alzheimer’s cell lines, that they can potentially suppress or ameliorate a key protein responsible for Aβ plaques, a key hallmark of Alzheimer’s disease.

indiaglob20211231_10qimg002.jpg

The Company controls eight patents and seven patent applications, including two each for IGC-AD1 and TGR-63 and their use related to Alzheimer’s.

The Life Sciences segment also includes the development of over-the-counter personal care products, operated by certain of the Company’s subsidiaries under various brand lines. We have created a cannabinoid-based women’s wellness brand, Holief™ available through online channels, and a CBD-caffeine-infused energy drink, Sunday Seltzer™, available through wholesale channels.

Holief™ is a vegan, non-GMO, cruelty free, paraben free, lab verified, CBD infused line of OTC products with plant based ingredients aimed at supporting menstrual cramp (dysmenorrhea) discomforts and other premenstrual symptoms (“PMS”).

Sunday Seltzer™ is a vegan, organic, lightly carbonated energy drink with natural caffeine from green tea extract, CBD, vitamin B and vitamin C, with no added sugars, and no preservatives. The energy drink is available in two flavors, pomegranate-lemon and peach-ginger. In addition, Sunday Seltzer™ is also available in four other flavors with no caffeine.

Both Holief™ and Sunday Seltzer™ are compliant with applicable federal, state, and local laws, and regulations.

igc_sm-logo1.jpg | December 31, 2021,September 30, 2022, Form 10-Q

8

 

Secondary Endpoints: Neuropsychiatric Inventory (NPI):Other Recent Developments

 

Neuropsychiatric Symptoms (NPS) such as delusions, hallucinations, agitation/aggression, depression, anxiety, elation/euphoria, apathy, disinhibition, irritability, aberrant motor behavior, sleep disorders, and appetite/eating disorders are prevalent in patients who have Alzheimer’s disease (Phan et al., 2019). NPS in Alzheimer’s isOn September 20, 2022, the USPTO granted a significant burden on patients and caregivers, and at some point, insecond patent (#11,446,276) for the progressiontreatment of Alzheimer’s disease more than 97% of patients suffer from at least one symptom. The Neuropsychiatric Inventory (NPI) (Cummings et al., 1994) measures the severity of each symptom and establishes both individual symptom scores as well as an overall NPI score. Separately, the NPI also scores caregiver distress (NPI-D). The NPI is used by about 50% of neurologists to assess and treat Alzheimer’s patients (Fernandez et al., 2010).

According to the NPI Test, a reduction of 4 points or 30% in the score is considered clinically meaningful. In addition, we also used a paired 2-tailed t-test with 9 degrees of freedom to assess the statistical significance of the decrease both in the overall NPI and individual NPI domains.

In Cohort 1 for those on IGC-AD1, the mean NPI decreased from a baseline 31.5 (SD 27.2) to 16.7 (SD 16.2) on day 10 (p = 0.0044) and 14.8 (SD 16.0) on day 15 (p = 0.0095).

o

Individual domains that showed improvement were Agitation (p = .05), Dilutions (p = .05), Anxiety (p = .09), and Appetite and Eating Disorders (p = .01).

In Cohort 2 for those on IGC-AD1, the mean NPI decreased from a baseline of 22.2 (SD 14.8) to 10.4 (SD 11.5) on day 10 (p = 0.0026) and 12.4 (SD14.7) on day 15 (p = 0.0127).

o

Individual domains that showed improvement were Agitation (p = .06), Irritability (p = .04), and Depression (p = .01).

In Cohort 3 for those on IGC-AD1 the mean NPI decreased from a baseline of 16.0 (SD14.7) to 14.6 (SD10.9) on day 10 (p = 0.6751) and 7.9 (SD 9.0) on day 15 (p = 0.0113).

o

Individual domains that showed improvement was Agitation (p = .06).

There was a non-clinically significant improvement between baseline and day 10 in Cohort 3 (NPI dropped less than 4 points and (p >> .05).

o

This may be related to the overall decrease of mean NPI between cohort baselines, Cohort 1 = 31.5, Cohort 2 = 22.2, Cohort 3 = 16.0 and that further improvement from a mean NPI = 16.0 takes longer, as measured on day 15 (mean NPI = 7.9).

To the best of our knowledge, this is the first human clinical trial using ultratitled “Extreme low doses of THC, in combination with another molecule, to treat symptoms of dementia in Alzheimer’s patients. THC is a naturally occurring cannabinoid produced by the cannabis plant. It is known for being a psychoactive substance that can impact mental processes in a positive or negative way depending on the dosage. THC is biphasic, meaning that low and high doses of the substance may affect mental and physiological processes in substantially different ways. For example, in some patients, low doses may relieve a symptom, whereas high doses may amplify a symptom. Ultimately, the goal of IGC’s research is to discover and analyze whether, and at what level of dosing, IGC-AD1 provides relief of a given symptom. IGC’s trial is based on micro dosing on patients suffering from Alzheimer’s disease. With further trials, subject to FDA approvals, the Company intends to pursue the efficacy of IGC-AD1 for indications of Agitation in patients with dementia from Alzheimer’s.

The Company has filed thirteen (13) patent applications to address various diseases such as Alzheimer’s, Central Nervous System (“CNS”) disorders, pain, stammering, seizures in cats and dogs, eating disorders, stress-relief, and calm-restoring beverage, and fatigue. As of December 31, 2021, we have three patents.

In addition, we license a patent filing from the University of South Florida titled “Ultra-Low dose THC as a potential therapeutic and prophylactic agent for Alzheimer’s Disease.disease.” The U.S. Patentoriginal patent application was initiated by the University of South Florida (“USF”) and Trademark Office (“USPTO”) issued a patent (#11,065,225) for this filingfiled on July 20, 2021. The granted patent relates to IGC’s proprietary formulation, IGC-AD1, intended to assist in the treatment of individuals living with Alzheimer’s disease.

The Company is developing three brands, including Holief™, among others. Holief™ is a non-GMO, vegan, natural, women’s line of over-the-counter (“OTC”) products aimed at addressing dysmenorrhea and premenstrual symptoms (“PMS”) in women. Holief™, in development, seeks to connect, via a cloud-based platform, women with health care professionals who can help address dysmenorrhea, or period cramps, and PMS. Approximately 31.3 million (Statista, 2021) women in America suffer from dysmenorrhea and PMS.

indiaglob20211231_10qimg002.jpg | December 31, 2021, Form 10-Q
9

Since our inception,August 1, 2016. On May 25, 2017, the Company has operated its Infrastructure business segment from India. The infrastructure business segment involves: (a)entered into an exclusive license agreement with USF with respect to the execution of construction contracts, (b)patent application and the rental of heavy construction equipment, and (c) the purchase and resale of physical commodities used in infrastructure. Information about our infrastructure products and service offerings is available at www.igcinc.us. Unfortunately, the infrastructure sector has been severely hampered by the COVID-19 pandemic, especially in India and Hong Kong where the business is based.

COVID-19 update

Our infrastructure businessassociated research conducted on Alzheimer’s disease. IGC-AD1, described above, is based in the stateon some of Kerala, India, which is among the Indian states most affected by COVID-19, and Hong Kong with strict quarantine and travel restrictions. The restrictions continue to adversely impact our infrastructure business, financial condition, liquidity, and operations. While IGC remains committed to its Infrastructure business line and intends to continue pursuing the execution of construction contracts, the purchase and resale of physical commodities used in infrastructure, and the rental of heavy construction equipment as the pandemic allows, we have limited visibility into when economic conditions will recover in India and Hong Kong.

In response, we have oriented our current focus on a) the human trials on IGC-AD1 and getting an Alzheimer’s drug through trials and eventually to market, subject to FDA approval, and b) launching a cannabinoid-based women’s wellness line of products designed to assist in managing PMS and Dysmenorrhea.this research.

 

Business Organization

 

As of December 31, 2021,September 30, 2022, the Company had the following direct operating subsidiaries: Techni Bharathi Private Limited (“TBL”)(TBL), IGCare LLC, (“IGCare”), Holi Hemp, LLC, (“Holi Hemp”), IGC Pharma LLC, (“IGC Pharma”), SAN Holdings LLC, (“SAN Holdings”), Sunday Seltzer, LLC, (“Sunday Seltzer”)Hamsa Biopharma India Pvt. Ltd., and Colombia-based beneficially owned subsidiary Hamsa Biopharma Colombia SAS (formerly Hamsa Biochem SAS (“Hamsa”)SAS). The Company’s fiscal year is the 52-week52- or 53-week period that ends on March 31. The Company is a Maryland corporation established in 2005. The Company’s public filings with the SEC are available on www.sec.gov.

 

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

 

The accompanying condensed consolidated Balance Sheet as of December 31, 2021September 30, 2022, and March 31, 2021,2022, condensed consolidated statements of operations for the three months and ninesix months ended December 31,September 30, 2022, and 2021, and 2020, condensed consolidated statements of changes in stockholders’ deficit for the three months and ninesix months ended December 31,September 30, 2022, and 2021, and 2020, and condensed consolidated statements of cash flows for the ninesix months ended December 31,September 30, 2022, and 2021, and 2020, are unaudited. The consolidated balance sheet as of March 31, 2021, which2022, has been derived from audited financial statements, and thesethe accompanying unaudited condensed consolidated financial statements (“interim statements”) of the Company have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) as determined by the Financial Accounting Standards Board (the “FASB”) within its Accounting Standards Codification (“ASC”) and under the rules and regulations of the Securities Exchange Commission (“SEC”). SEC.

Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments, and disclosures necessary for a fair presentation of these interim statements have been included. The results reported in these interim statements are not necessarily indicative of the results that may be reported for the entire year. These interim statements should be read in conjunction with the Company’s audited consolidated financial statements for the fiscal year ended March 31, 20212022 (“Fiscal 2021”2022”) contained in the Company’s Form 10-K for Fiscal 2021,2022, filed with the SEC on June 23, 2022, specifically in Note 2 to the consolidated financial statements.

 

Principles of consolidation

 

The interim statements include the consolidated accounts of the Company and its subsidiaries. Intercompany accounts and transactions have been eliminated. In the opinion of the Management,management, the interim statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation.

 

Use of estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

indiaglob20211231_10qimg002.jpg

igc_sm-logo1.jpg | December 31, 2021,September 30, 2022, Form 10-Q

109

 

Management believes that the estimates and assumptions used in the preparation of the consolidated financial statements are prudent and reasonable. Significant estimates and assumptions are generally used for, but not limited to, allowance for uncollectible accounts receivable; sales returns; normal loss during production; future obligations under employee benefit plans; the useful lives of property, plant equipment; intangible assets; valuations; impairment of goodwill and investments; recoverability of advances; the valuation of options granted, and warrants issued; and income tax and deferred tax valuation allowances, if any. Actual results could differ from those estimates. Appropriate changes in estimates are made as Managementmanagement becomes aware of changes in circumstances surrounding the estimates. Critical accounting estimates could change from period to period and could have a material impact on IGC’s results, operations, financial position, and cash flows. Changes in estimates are reflected in the financial statements in the period in which changes are made and, if material, their effects are disclosed in the notes to the condensed consolidated financial statements.

 

Presentation and functional currencies

 

IGC operates in India,the U.S., India, Colombia, and Hong Kong, and a portion of the Company’s financials are denominated in the Indian Rupee (“INR”), the Hong Kong Dollar (“HKD”), or the Colombian Peso (“COP”). As a result, changes in the relative values of the U.S. Dollar (“USD”), the INR, the HKD, or the COP affect our financial statements.

 

The accompanying financial statements are reported in USD. The INR, HKD, and COP are the functional currencies for certain subsidiaries of the Company. The translation of the functional currencies into U.S. dollarsUSD is performed for assets and liabilities using the exchange rates in effect at the balance sheet date and for revenues and expenses using average exchange rates prevailing during the reporting periods. Adjustments resulting from the translation of functional currency financial statements to reporting currency are accumulated and reported as other comprehensive (loss), a separate component of shareholders’ equity. Transactions in currencies other than the functional currency during the year are converted into the functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the consolidated statements of operations.

 

Impairment of long livedlong-lived assets

 

The Company reviews its long-lived assets, with finite lives, for impairment whenever events or changes in business circumstances indicate that the carrying amount of assets may not be fully recoverable. Such circumstances include, though are not limited to, significant or sustained declines in revenues or earnings, future anticipated cash flows, business plans, and material adverse changes in the economic climate, such as changes in the operating environment, competitive information, and the impact of changes in government policies. For assets that the Company intends to hold for use, if the total of the expected future undiscounted cash flows produced by the assets or subsidiary company is less than the carrying amount of the assets, a loss is recognized for the difference between the fair value and carrying value of the assets. For assets, the Company intends to dispose of by sale, a loss or profit is recognized for the amount by which the estimated fair value less cost to sell is less than the carrying value of the assets. Fair value is determined based on quoted market prices, if available, or other valuation techniques including discounted future net cash flows. Unlike goodwill, long-lived assets are assessed for impairment only where there are any specific indicators for impairment.

 

No impairment has been recorded for the ninesix months ended December 31, 2021,September 30, 2022, and 2020.2021.

 

Short-term and long-term investments

 

Our policy for short-term and long-term investments is to establish a high-quality portfolio that preserves principal, meets liquidity needs, avoids inappropriate concentrations, and delivers an appropriate yield in relation to our investment guidelines and market conditions. Short-term and long-term investments consist of equity investment, mutual funds, corporate, various government agencies,securities, and municipal debt securities, as well as certificates of deposit that have maturity dates that are greater than 90 days.deposit. Certificates of deposit and commercial paper are carried at cost which approximates fair value. Available-for-sale securities: Investments in debt securities that are classified as available for sale shall be measured subsequently at fair value in the statement of financial position.

 

Investments are initially measured at cost, which is the fair value of the consideration given for them, including transaction costs. Where the Company’s ownership interest is more thanin excess of 20% and the Company has a significant influence, the Company has accounted for the investment based on the equity method in accordance with ASC Topic 323, Investments “Investments Equity Methodmethod and Joint VenturesVentures.. Under the equity method, the Company’s share of the post-acquisition profits or losses of the equity investee is recognized in the consolidated statements of operations and its share of post-acquisition movements in accumulated other comprehensive income / income/(loss) is recognized in other comprehensive income / income/(loss). Where the Company does not have significant influence, the Company accountshas accounted for the investment in accordance with ASC Topic 321, Investments-Equity Securities“Investments-Equity Securities..

 

As of December 31, 2021, the Company does not have any investment in marketable securities.

 

indiaglob20211231_10qimg002.jpg

igc_sm-logo1.jpg | December 31, 2021,September 30, 2022, Form 10-Q

1110

 

We consider all highly liquid interest-earning investments with a maturity of three months or less at the date of purchase to be cash equivalents. The fair values of these investments approximate their carrying values. In general, investments with original maturities of greater than three months and remaining maturities of less than one year are classified as short-term investments. Investments with maturities beyond one year may be classified as short-term based on their highly liquid nature and because such marketable securities represent the investment of cash that is available for current operations.

Debt investments are classified as available-for-sale and realized gains and losses are recorded using the specific identification method. Changes in fair value, excluding credit losses and impairments, are recorded in other comprehensive income. Fair value is calculated based on publicly available market information or other estimates determined by management. If the cost of an investment exceeds its fair value, we evaluate, among other factors, general market conditions, credit quality of debt instrument issuers, and the extent to which the fair value is less than the cost. To determine credit losses, we employ a systematic methodology that considers available quantitative and qualitative evidence. In addition, we consider specific adverse conditions related to the financial health of, and business outlook for, the investee. If we have plans to sell the security or it is more likely than not that we will be required to sell the security before recovery, then a decline in fair value below cost is recorded as an impairment charge in other income (expense), net and a new cost basis in the investment is established. If market, industry, and/or investee conditions deteriorate, we may incur future impairments.

Equity investments with readily determinable fair values are measured at fair value. Equity investments without readily determinable fair values are measured using the equity method or measured at cost with adjustments for observable changes in price or impairments (referred to as the measurement alternative). We perform a qualitative assessment on a periodic basis and recognize an impairment if there are sufficient indicators that the fair value of the investment is less than the carrying value. Changes in value are recorded in other income (expense), net.

As of September 30, 2022, the Company has approximately $193 thousand in short-term investments.

Stockbased compensation

 

The Company accounts for stock-based compensation to employees and non-employees in conformity with the provisions of ASC Topic 718, Stock-Based Compensation“Stock-Based Compensation.. The Company expenses stock-based compensation to employees over the requisite vesting period based on the award’s estimated grant-date fair value of the awards.value. The Company accounts for forfeitures as they occur. Stock-based awards are recognized on a straight-line basis over the requisite vesting period. For stock-based employee compensation cost recognized at any date will be at least equal to the amount attributable to the share-based compensation that is vested at that date. For performance-based awards with a vesting schedule based entirely on the attainment of performance conditions, stock-based compensation expense associated with each tranche is recognized over the expected achievement period for the operational milestone, beginning at the point in time when the relevant operational milestone is considered probable to be achieved.

 

CompensationFor market-based awards, stock-based compensation expense for the portion of the restricted stock units that contains a performance and market vesting condition is recognized over the derived service period based on theexpected achievement period. The fair value of thesuch awards is estimated on the grant date. Compensation expense fordate using the portion of the restricted stock that contains performance and service vesting conditions is recognized over the requisite service period based on fair value of the awards on the grant date.binomial lattice model.

 

The Company estimates the fair value of stock option grants using the Black-Scholes option-pricing model and lattice model. The assumptions used in calculating the fair value of stock-based awards represent Management’smanagement’s best estimates. Generally, the closing share price of the Company’s common stock on the date of grant is considered the fair value of the share. The volatility factor is determined based on the Company’s historical stock prices. The expected term represents the period that our stock-based awards are expected to be outstanding. The Company has never declared or paid any cash dividends. For further information, refer to Note 14, “Stock-Based Compensation” of Notes to Consolidated Financial Statements.

 

Accounts receivable

 

We make estimates of the collectability of our accounts receivable by analyzing historical payment patterns, customer concentrations, customer creditworthiness, and current economic trends. If thea customer’s financial condition of a customer deteriorates, additional allowances may be required. We had $164$189 thousand of accounts receivable, net of provision for the doubtful debt of $72$35 thousand as of December 31, 2021,September 30, 2022, as compared to $175$125 thousand of accounts receivable, net of provision for the doubtful debt of $63$93 thousand as of March 31, 2021.2022.

 

igc_sm-logo1.jpg | September 30, 2022, Form 10-Q

11

Inventory

 

Inventory is valued at the lower of cost or net realizable value, which is defined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.

 

Inventory consists of raw materials, finished goods related to wellness products, hand sanitizers, finished hemp-based products and beverages, among others, as well as work-in-progress such as extracted hemp crude oil, hemp-based isolate, growing crops, harvested crops, and herbal oils, among others. Work-in-progress also includes product manufacturing in process, and costs of growing hemp, in accordance with applicable laws and regulations, including but not limited to labor, utilities, fertilizers, and irrigation. Inventory is primarily accounted for using the weighted average cost method. Primary costs include raw materials, packaging, direct labor, overhead, shipping, and the depreciation of manufacturing equipment. Manufacturing overhead and related expenses include salaries, wages, employee benefits, utilities, maintenance, and property taxes.

 

Harvested crops are measured at net realizable value, with changes recognized in profit or loss only when the harvested crop:

- has a reliable, readily determinable, and realizable market value;

- has relatively insignificant and predictable costs of disposal; and

- is available for immediate delivery.

The Company believes its harvested crops do not have a readily available market. Hence, the Company values its harvested crops at cost. Please refer to Note 3 – “Inventory”, for further information.

Abnormal amounts of idle facility expense, freight, handling costs, scrap, discontinued products, and wasted material (spoilage) are expensed in the period they are incurred.

 

indiaglob20211231_10qimg002.jpg | December 31, 2021, Form 10-Q
12

Fair value of financial instruments

 

ASC 820, “Fair Value Measurement,” defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. It also establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

 

Level 1: Observable inputs such as quoted prices in active markets;markets.

Level 2: Inputs, other than the quoted prices in active markets, whichthat are observable either directly or indirectly; and

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

 

The carrying amounts of the Company’s financial instrument include cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities, approximate their fair values due to the nature of the items. Please refer to Note 15 – “Fair Value of Financial Instruments”, for further information.

LossEarnings/(Loss) per share

 

The computation of basic loss per share for the ninesix months ended December 31, 2021,September 30, 2022, excludes potentially dilutive securities of approximately 6.26.1 million shares which includes share options, unvested shares such as restricted shares and restricted share units, granted to employees, non-employees, and advisors, and shares from the conversion of outstanding units, if any because their inclusion would be anti-dilutive.

 

The weighted average number of shares outstanding for the ninesix months ended December 31,September 30, 2022, and 2021, and 2020, used for the computation of basic earnings per share (“EPS”), is 49,643,94252,082,096 and 40,915,196,48,935,466, respectively. Due to the loss incurred by the Company during the ninesix months ended December 31,September 30, 2022, and 2021, and 2020, all the potential equity shares are anti-dilutive, and accordingly, the fully diluted EPS is equal to the basic EPS.

 

Cybersecurity

 

We have a cybersecurity policy in place and have taken cybersecurity measures that, while there can be no assurance, we expect are likely to safeguard the Company against breaches. In the ninesix months ended December 31, 2021,September 30, 2022, there were no impactful breaches in cybersecurity.

 

igc_sm-logo1.jpg | September 30, 2022, Form 10-Q

12

Intangible assets

 

The Company’s intangible assets are accounted for in accordance with ASC Topic 350, Intangibles Goodwill and Other. Intangible assets having indefinite lives are not amortized, but instead are reviewed annually or more frequently if events or changes in circumstances indicate that the assets might be impaired, to assess whether their fair value exceeds their carrying value. We perform an impairment analysis on March 1 annually in the last month of the fiscal year on the indefinite-lived intangible assets following the steps laid out in ASC 350-30-35-18. Our annual impairment analysis includes a qualitative assessment to determine if it is necessary to perform the quantitative impairment test. In performing a qualitative assessment, we review events and circumstances that could affect the significant inputs used to determine if the fair value is less than the carrying value of the intangible assets. If quantitative analysis is necessary, we would analyze various aspects including revenues from the business, associated with the intangible assets. In addition, intangible assets will be tested on an interim basis if an event or circumstance indicates that it is more likely than not that an impairment loss has been incurred. The Company has analyzed a variety of factors in light of the known impact to date of the COVID-19 pandemic on its business to determine if a circumstance could trigger an impairment loss, and, at this time and based on the information presently known, does not believe it is more likely than not that an impairment loss has been incurred.

 

Intangible assets with finite useful lives are amortized using the straight-line method over their estimated period of benefit. In accordance with ASC 360-10-35-21, definite lived intangibles are reviewed annually or more frequently if events or changes in circumstances indicate that the assets might be impaired, to assess whether their fair value exceeds their carrying value.

 

The Company intends to capitalize trademarks and similarrelated expenses exceeding $2,500 per trademark. Management may also capitalize trademarks and similarrelated expenses up to $2,500 per trademark based on its potential and benefit in coming years.

 

indiaglob20211231_10qimg002.jpg | December 31, 2021, Form 10-Q
13

Revenue Recognition

 

The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers (ASC 606). The core principle of this standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.

 

ASC 606 prescribes a 5-step process to achieve its core principle. The Company recognizes revenue from trading, rental, or product sales as follows:

I. Identify the contract with the customer.

II. Identify the contractual performance obligations.

III. Determine the amount of consideration/price for the transaction.

IV. Allocate the determined amount of consideration/price to the performance obligations.

V. Recognize revenue when or as the performing party satisfies performance obligations.

 

The consideration/price for the transaction (performance obligation(s)) is determined as per the agreement or invoice (contract) for the services and products in the Infrastructure and Life Sciences segment.

 

Revenue in the Infrastructure Businesssegment is recognized for the renting business when the equipment is rented, and terms of the agreement have been fulfilled during the period. The revenue from the purchase and resale of physical infrastructure commodities is recognized once the bill of lading along with the invoice has been transferred to the customer. Revenue from the execution of infrastructure contracts is recognized on the basis of the output method as and when part of the performance obligation has been completed, and approval from the contracting agency has been obtained after a survey of the performance completion as of that date. In the Life Sciences segment, the revenue from the wellness and lifestyle business is recognized once goods have been sold to the customer and the performance obligation has been completed. In retail sales, we offer consumer products through our online stores. Revenue is recognized when control of the goods is transferred to the customer. This generally occurs upon our delivery to a third-party carrier or, to the customer directly. Revenue from tolling services is recognized when the performance obligation, such as processing of the material, has been completed and output material has been transferred to the customer. We license our products to processors. The royalty income from licensing is recognized once goods have been sold by the processor to its customers.

 

igc_sm-logo1.jpg | September 30, 2022, Form 10-Q

13

Net sales disaggregated by significant products and services for the ninesix months ended December 31,September 30, 2022, and 2021 and 2020 are as follows:

 

 

(in thousands)

Nine months ended December 31,

  

(in thousands)

Six months ended September 30,

 
 

2021

($)
  

2020

($)
  

2022

($)
  

2021

($)
 

Infrastructure segment

                

Rental income (1)

  11   1   17   3 

Construction income (2)

  15   118 

Purchase and resale of physical commodities (3)

  -   - 

Construction contracts (2)

  -   15 
                

Life Sciences segment

                

Wellness and Lifestyle (4)

  227   664 

Tolling/White labeling service (5)

  22   34 

Wellness and lifestyle (3)

  230   115 

White labeling services (4)

  167   - 

Total

  275   817   414   133 

 

(1) Rental income consists of income from the rental of heavy construction equipment.

(2) Construction income consistscontracts consist of the execution of contracts directly or through subcontractors.

(3) Relates to revenue from the income from purchaseLife Sciences segment, including the sale of wellness and resale of physical commodities used in infrastructure, like steel, wooden doors, marble,lifestyle products such as hand sanitizers, bath bombs, lotions, gummies, beverages, hemp crude extract, hemp isolate, and tiles.hemp distillate.

(4) Relates to revenue from wellness and lifestylethe Life Sciences segment, such as sale of hand sanitizer, bath bombs, lotion, gummies, beverages, textiles, hemp crude extract, hemp isolate, and hemp distillate and royaltyincluding income from the sale of Hyalolex™, now named Hyalolex™ Drops of Clarity™.

(5) Relates to income from tolling and white label services.services, which refers to a fully supported product or service made by us but sold by another company.

 

indiaglob20211231_10qimg002.jpg | December 31, 2021, Form 10-Q
14

Leases

 

Lessor Accounting

 

Under the current ASU guidance, contract consideration will be allocated to its lease components and non-lease components (such as maintenance). For the Company as a lessor, any non-lease components will be accounted for under ASC Topic 606, “Revenue from Contracts with Customers,, unless the Company elects a lessor practical expedient not to not separate the non-lease components from the associated lease component. The amendments in ASU 2018-11 also provide lessors with a practical expedient, by class of underlying asset, to not separate non-lease components from the associated lease component and, instead, to account for those components as a single component if the non-lease components otherwise would be accounted for under the new revenue guidance (“Topic 606”). To elect the practical expedient, the timing and pattern of transfer of the lease and non-lease components must be the same, and the lease component must meet the criteria to be classified as an operating lease if accounted for separately. If these criteria are met, the single component will be accounted for under either Topic 842 or Topic 606, depending on which component(s) are predominant. The lessor practical expedient to not separate non-lease components from the associated component must be elected for all existing and new leases.

 

As a lessor, the Company expects that post-adoption substantially all existing leases will have no change in the timing of revenue recognition until their expiration or termination. The Company expects to elect the lessor practical expedient to not separate non-lease components such as maintenance from the associated lease for all existing and new leases and to account for the combined component as a single lease component. The timing of revenue recognition is expected to be the same for most of the Company’s new leases as compared to similar existing leases; however, certain categories of new leases could have different revenue recognition patterns as compared to similar existing leases.

 

For leases that are accounted for as operating leases, income is recognized on a straight-line basis over the term of the lease contract. Generally, when a lease is more than 180 days delinquent (where more than three monthly payments are owed), the lease is classified as being on nonaccrualnon-accrual, and the Company stops recognizing leasing income on that date. Payments received on leases in nonaccrual status generally reduce the lease receivable. Leases on nonaccrual status remain classified as such until there is sustained payment performance that, in the Company’s judgment, would indicate that all contractual amounts will be collected in full.

 

igc_sm-logo1.jpg | September 30, 2022, Form 10-Q

14

Lessee Accounting

 

The Company adopted ASU 2016-02 effective April 1, 2019, using the modified retrospective approach. The standard establishes a right-of-use model (“ROU”) that requires a lessee to recognize an ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as a finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. In connection with the adoption, the Company will elect to utilize the modified retrospective presentation whereby the Company will continue to present prior period financial statements and disclosures under ASC Topic 840. In addition, the Company will elect the transition package of three practical expedients permitted within the standard, which eliminates the requirements to reassess prior conclusions about lease identification, lease classification, and initial direct costs. Further, the Company will adopt a short-term lease exception policy, permitting us to not apply the recognition requirements of this standard to short-term leases (i.e., leases with terms of 12 months or less), and an accounting policy to account for lease and non-lease components as a single component for certain classes of assets.

 

Under ASU 2016-02 (Topic 842), lessees are required to recognize the following for all leases (with the exception of short-term leases) on the commencement date: (i) lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term.

 

At the commencement date, the Company recognizes the lease liability at the present value of the lease payments not yet paid, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate for the same term as the underlying lease. The right-of-use asset is recognized initially at cost, which primarily comprises the initial amount of the lease liability, plus any initial direct costs incurred, consisting mainly of brokerage commissions, less any lease incentives received. All right-of-use assets are reviewed for impairment. There was no impairment for right-of-use lease assets as of December 31, 2021.September 30, 2022.

 

The Company categorizes leases at their inception as either operating or finance leases. On certain lease agreements, the Company may receive rent holidays and other incentives. The Company recognizes lease costs on a straight-line basis without regard to deferred payment terms, such as rent holidays, whichthat defer the commencement date of required payments. Please refer to “Note 9 - Leases”, for further information.

 

indiaglob20211231_10qimg002.jpg | December 31, 2021, Form 10-Q
15

Recently issued accounting pronouncements

 

Changes to U.S. GAAP are established by the FASB in the form of accounting standards updates (“ASUs”) to the FASB’s Accounting Standards Codification. The Company considers the applicability and impact of all ASUs. Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidatedcondensed financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its consolidatedcondensed financial condition, results of operations, cash flows, or disclosures.statements.

 

NOTE 3 INVENTORY

 

 

(in thousands)

  

(in thousands)

 
 

As of

December 31, 2021

($)

  

As of

March 31, 2021

($)

  

As of

September 30, 2022

($)

  

As of

March 31, 2022

($)

 

Raw materials

  2,331   2,294   2,949   2,247 

Work-in-Progress

  2,208   2,199   -   584 

Finished goods

  889   985   801   717 

Total

  5,428   5,478   3,750   3,548 

 

Inventory in the form of work-in-progress is moved into raw materials as we process the hemp extracts into different hemp derivatives used in the production of December 31, 2021,finished goods. Finished goods comprise, but is comprised of, but not limited to, harvested hemp crop hemp-based extracts, among others. Inventory also includes cost related to growing crops like seeds, fertilizer, other raw materials, labor, farm-related overheads, and the depreciation of farming equipment, hand sanitizers, gummies, lotions, beverages, and personal protection equipment,beverages, among others.

 

igc_sm-logo1.jpg | September 30, 2022, Form 10-Q

15

During the ninesix months ended December 31, 2021,September 30, 2022, the Company wrote off approximately $40 thousand of inventory write down was approximately $22 thousand. Write downs are due to abnormal amounts of idle facility expense, freight, handling costs, scrap, and wasted material (spoilage). This charge was recorded in Selling, General,selling, general, and Administrative Expenses.administrative expenses.

 

NOTE 4 DEPOSITS AND ADVANCES

 

 

(in thousands)

  

(in thousands)

 
 

As of

December 31, 2021

($)

  

As of

March 31, 2021

($)

  

As of

September 30, 2022

($)

  

As of

March 31, 2022

($)

 

Advances to suppliers and consultants

  1,044   1,295   146   170 

Advances for property, plant, and equipment

  -   4 

Other receivables and deposits

  511   1,741   155   472 

Prepaid expense and other current assets

  149   196 

Prepaid expenses and other current assets

  143   336 

Total

  1,704   3,236   444   978 

 

The Advances to suppliers and consultants primarily relate to advances to suppliersAs of September 30, 2022, the Company accounted for approximately $193 thousand worth of cash deposits in our Life Sciences and Infrastructure segments. Advances for Property, Plant, and, Equipment include an advance paid for the equipment. Prepaid expense and other current assets include approximately $62 thousand of statutory advances as of December 31, 2021, as compared to $36 thousand as of March 31, 2021. Other receivables and deposits as of March 31, 2021, comprised an inventory of $1.7 million that was on deposit with a vendor. The vendor reported the inventory as stolen and filed an insurance claim. The Company created a provision for the $1.7 million inventory during the nine months ended December 31, 2021. We are simultaneously pursuing the vendor for compensation.short-term investments.

 

indiaglob20211231_10qimg002.jpg | December 31, 2021, Form 10-Q
16

NOTE 5 INTANGIBLE ASSETS

 

 

(in thousands)

 
 

As of

September 30, 2022

($)

  

As of

March 31,

2022

($)

 

Amortized intangible assets

 

(in thousands)

         
 

As of

December 31, 2021

($)

  

As of

March 31, 2021

($)

 

Patents

  286   220   572   290 

Other intangibles

  32   32   32   32 

Accumulated amortization

  (44)  (26

)

  (75)  (51)

Total amortized intangible assets

  274   226   529   271 
                

Indefinite lived intangible assets

        

Unamortized intangible assets

        

Patents

  152   181   423   646 

Other intangibles

  -   -   -   - 

Total unamortized intangible assets

  152   181   423   646 

Total intangible assets

  426   407   952   917 

 

The value of intangible assets includes the cost of acquiring patent rights, supporting data, and the expense associated with filing 1315 patents. It also includes acquisition costs related to domains and licenses.

 

The amortization of patent and patent rights with finite life is up to 20 years, commencing from the date of grant or acquisition. TheAccordingly, the amortization expense in the three months ended December 31,September 30, 2022, and 2021 and 2020, amounted to approximately $7$14 thousand and $4$6 thousand, respectively, whereas the amortization expense in the ninesix months ended December 31,September 30, 2022, and 2021 and 2020, amounted to approximately $18$24 thousand and $10$11 thousand, respectively.

 

The Company regularly reviews its intangible assets to determine if any intangible asset is other-than-temporarily impaired, which would require the Company to record an impairment charge in the period and concluded that, as of December 31, 2021,September 30, 2022, there was no impairment.

 

Estimated amortization expense

 

(in thousands)

($)

 

For the year ended 2022

22

For the year ended 2023

24

For the year ended 2024

  2753 

For the year ended 2025

  2958 

For the year ended 2026

  3264

For the year ended 2027

70

For the year ended 2028

77 

 

igc_sm-logo1.jpg | September 30, 2022, Form 10-Q

16

NOTE 6 PROPERTY, PLANT, AND EQUIPMENT

 

 

(in thousands, except useful life)

  

(in thousands, except useful life)

 
 

Useful Life (years)

  

As of

December 31, 2021

($)

  

As of

March 31, 2021

($)

  

Useful Life (years)

  

As of

September 30, 2022

($)

  

As of

March 31, 2022

($)

 

Land

 N/A   4,602   4,606  N/A   4,119   4,438 

Buildings & facilities

 25   3,791   3,817 

Buildings and facilities

 25   2,517   2,810 

Plant and machinery

 5-20   4,636   4,579  5-20   3,328   4,593 

Computer equipment

 3   229   216  3   139   241 

Office equipment

 3-5   156   111  3-5   90   145 

Furniture and fixtures

 5   133   130  5   99   141 

Vehicles

 5   165   165  5   116   163 

Construction in progress

 N/A   108   50  N/A   -   108 

Total gross value

     13,820   13,674      10,408   12,639 

Less: Accumulated depreciation

     (3,300)  (2,834

)

     (1,938

)

  (3,220

)

Total property, plant, and equipment, net

     10,520   10,840      8,470   9,419 

 

indiaglob20211231_10qimg002.jpg | December 31, 2021, Form 10-Q
17

The depreciation expense in the three months ended December 31,September 30, 2022, and 2021 and 2020, amounted to approximately $117$156 thousand and $124$157 thousand, respectively. The depreciation expense in the ninesix months ended December 31,September 30, 2022, and 2021 and 2020, amounted to approximately $427$308 thousand and $302$309 thousand, respectively. The net decrease in total Property, Plant, &and Equipment is primarily due to depreciation and foreign exchange translations. The net decrease in land is primarily due to foreign exchange translations because of a declinedecrease in the value of foreign currencies. The constructionAs of September 30, 2022, the Company disposed of fully depreciated assets in progress relates to the Maryland office extension.amount of approximately $1.3 million from one of its subsidiaries. This resulted in a reduction in the value of total gross assets but did not affect the net value of assets as the disposed assets had previously been fully depreciated. In addition, the Company sold a property in Puerto Rico for net proceeds of approximately $485 thousand (acquired for approximately $480 thousand) and accounted for a profit of approximately $5 thousand in other income. For more information, please refer to Note 16 – Segment Information“Segment Information” for the non-current assets other than financial instruments held in the country of domicile and foreign countries.

 

NOTE 7 INVESTMENTS IN NON-MARKETABLE SECURITIESLEFT BLANK INTENTIONALLY

Short-term investment

(in thousands)

As of

December 31, 2021

($)

As of

March 31, 2021

($)

Investment in Evolve I (i)

-80

Total

-80

(i)

On May 12, 2020, the Company acquired an approximately 19.8% shareholding in Evolve I, Inc., a Washington corporation (“Evolve”) under the terms of a Share Subscription Agreement (“SSA”) for a consideration of approximately $249 thousand. However, based on an assessment of the business environment, the Company decided to dispose the holding and exit the acquisition. During the nine months ended December 31, 2021, the Company received back partial shares of IGC common stock, which had been given pursuant to the SSA, in exchange for the return of its shareholding in Evolve. Accordingly, the Company canceled the partial shares received by it and impaired its remaining investment of approximately $37 thousand.

Long-term investment

  

(in thousands)

 
  

As of

December 31, 2021

($)

  

As of

March 31, 2021

($)

 

Investment in equity shares of unlisted company

  11   12 

Total

  11   12 

The Company regularly reviews its investment portfolio to determine if any security is permanently impaired, which would require the Company to record an impairment charge in the period.

 

NOTE 8 CLAIMS AND ADVANCES

 

 

(in thousands)

  

(in thousands)

 
 

As of

December 31, 2021

($)

  

As of

March 31, 2021

($)

  

As of

September 30, 2022

($)

  

As of

March 31, 2022

($)

 

Claims receivable (1)

  382   382   751   368 

Non-current deposits

  -   18 

Non-current advances (2)

  230   203   199   569 

Total

  612   603   950   937 

 

(1)

The claims receivable is due from the Cochin International Airport (“CIA”) which is partially owned by the State Government of Kerala.different vendors. While the Company has initiated collection proceedings ininternally or with the Commercial Court of Ernakulam, the Companyappropriate authorities, it believes it will be difficult to receivereceiving the amount in the next 12 months will be challenging because of the time required for legal collection proceedings. The decrease in claims receivable was mainly due to foreign exchange translation as a result of a decrease in the value of the Indian Rupee.

 

 

(2)

Includes $200$140 thousand owed to one of our manufacturers for the purchase of equipment.equipment purchase.

 

indiaglob20211231_10qimg002.jpg

igc_sm-logo1.jpg | December 31, 2021,September 30, 2022, Form 10-Q

1817

 

NOTE 9 LEASES

 

The Company has short-term leases primarily consisting of spaces with the remaining lease term being less than or equal to 12 months. The total short-term lease expense and cash paid for the ninesix months ended December 31,September 30, 2022, and 2021 and 2020 are approximately $131$89 thousand and $197$82 thousand, respectively. The Company also has four operating leases as of December 31, 2021.September 30, 2022.

 

America: In November 2019, theThe Company has entered into a lease agreement with a lease term of less than 12 months. This lease was amendedfor approximately five years, expiring in March 2020, with a new lease term from March 1, 2020, to November 30, 2025. The annual lease expense is approximately $121$122 thousand. The lease contract does not contain any material residual value guarantees or material restrictive covenants. The remaining lease term for the operating lease is 3.93.2 years with a discount rate of 7%. The lease does not provide a readily determinable implicit rate. Therefore, the Company discounts lease payments based on an estimate of its incremental borrowing rate.

 

Asia: The Company renewedhas three lease agreements for terms between three to four years, expiring between 2023 and 2024. The total annual lease expense is approximately $27$6 thousand. The lease contracts do not contain any material residual value guarantees or material restrictive covenants. The remaining lease term for the operating leases is between 2.25-3.001.75-2.5 years with a discount rate of 7%. The lease does not provide a readily determinable implicit rate. Therefore, the Company discounts lease payments based on an estimate of its incremental borrowing rate.

 

 

(in thousands)

Three months ended

December 31, 2021

($)

  

(in thousands)

Nine months ended

December 31, 2021

($)

  

(in thousands)

Three months ended

September 30, 2022

($)

  

 

(in thousands)

Three months

ended

September 30, 2021

($)

  

(in thousands)

Six months ended

September 30, 2022

($)

  

(in thousands)

Six months ended

September 30, 2021

($)

 

Operating lease costs

  37   112   37   38   74   75 

Short term lease costs

  49   131   44   52   89   82 

Variable lease costs

  -   - 

Total lease costs

  86   243   81   90   163   157 

 

Right of use assets and lease liabilities for our operating leases were recorded in the consolidated balance sheet as follows:

 

 

(in thousands)

  

(in thousands)

  

(in thousands)

  

(in thousands)

 
 

As of

December 31, 2021

($)

  

As of

March 31, 2021

($)

  

As of

September 30, 2022

($)

  

As of

March 31, 2022

($)

 

Assets

                

Operating lease asset

  482   488   387   450 

Total lease assets

  482   488   387   450 
                

Liabilities

                

Current liabilities:

                

Accrued liabilities and others (current portion – operating lease liability)

  120   90 

Accrued liabilities and others (current portion-operating lease liability)

  128   123 

Noncurrent liabilities:

                

Operating lease liability (non-current portion – operating lease liability)

  374   405 

Operating lease liability (non-current portion-operating lease liability)

  275   341 

Total lease liability

  494   495   403   464 

 

igc_sm-logo1.jpg | September 30, 2022, Form 10-Q

18

  

(in thousands)

As of

December 31, 2021September 30, 2022

($)

 

Supplemental cash flow and non-cash information related to leases is as follows:

    

Cash paid for amounts included in the measurement of lease liabilities

    

–Operating cash flows from operating leases

  8054 

Right-of-use assets obtained in exchange for operating lease obligations

  482387 

 

indiaglob20211231_10qimg002.jpg | December 31, 2021, Form 10-Q
19

As of December 31, 2021,September 30, 2022, the following table summarizes the maturity of our lease liabilities:

 
   

Dec-22Sep-23

  148149 

Dec-23Sep-24

  153146 

Dec-24Sep-25

  141131 

Dec-25Sep-26

  11922 

Dec-26Sep-27

  - 

Less: Present value discount

  (6745

)

Total lease liabilities

  (494403)

 

NOTE 10 ACCRUED AND OTHER LIABILITIES

 

 

(in thousands)

  

(in thousands)

 
 

As of

December 31, 2021

($)

  

As of

March 31, 2021

($)

  

As of

September 30, 2022

($)

  

As of

March 31, 2022

($)

 

Compensation and other contributions

  457   849   341   1,054 

Provision for expenses

  205   309   182   103 

Short-term lease liability

  128   123 

Other current liability

  257   430   275   180 

Total

  919   1,588   926   1,460 

 

Compensation and other contribution relatedcontribution-related liabilities consist of accrued salaries to employees. ProvisionIn addition, the provision for expenses includes provision for legal, professional, and marketing expenses. Other current liability also includes $120 thousand and $90 thousand of the current operating lease liability and statutory payables of approximately $30$25 thousand and $24$55 thousand and approximately $3 thousand of short-term loans as of December 31, 2021,September 30, 2022, and March 31, 2021,2022, respectively.

 

NOTE 11 LOANS AND OTHER LIABILITIES

 

Forgiveness of Paycheck Protection Program Promissory Note:

On May 3, 2020, the Company signed the Paycheck Protection Program Promissory Note (the “PPP Note”) for a loan of approximately $430 thousand. The PPP Note was to mature after 2 years on May 3, 2022, with monthly repayments of approximately $18 thousand commencing November 1, 2020, and interest accrued on the outstanding principal balance at an annual fixed rate of 1.00%. On June 10, 2021, the Company received forgiveness for the full amount borrowed of approximately $430 thousand. This is accounted in the company’s condensed consolidated statements of operations and comprehensive loss for the nine months ended December 31, 2021, as other income, net.

Loan as of December 31, 2021:September 30, 2022:

 

On June 11, 2020, the Company received an Economic Injury Disaster Loan (“EIDL”) for approximately $150 thousand at an annual interest rate of 3.75%. The Company must pay principal and interest payments of $731 every month beginning June 5, 2021. The SBAFor each installment payment, the U.S. Small Business Administration (SBA) will apply each installmentthe payment first to pay interest accrued to the day SBA receives the payment and will then applyto any remaining balance to reduce principal. All remaining principal and accrued interest isare due and payable in 30 years from the date of the loan.loan date. For the ninesix months ended December 31,September 30, 2022, the interest expense and principal payment for the EIDL were approximately $2 thousand each. For the six months ended September 30, 2021, the interest expense and principal payment for the EIDL waswere approximately $3.2$1.4 thousand and $2$1 thousand, respectively. As of December 31, 2021,September 30, 2022, approximately $145$143 thousand of the loan is classified as Long-termlong-term loans and approximately $3 thousand as Short-termshort-term loans.

 

indiaglob20211231_10qimg002.jpg

igc_sm-logo1.jpg | December 31, 2021,September 30, 2022, Form 10-Q

2019

 

Other Liability:

 

 

(in thousands)

  

(in thousands)

 
 

As of

  

As of

 
 

December 31, 2021

($)

  

March 31, 2021

($)

  

September 30, 2022

($)

  

March 31, 2022

($)

 

Statutory reserve

  15   15   15   16 

Total

  15   15   15   16 

 

The statutory reserve is a gratuity reserve for employees in our subsidiaries in India.

 

NOTE 12 COMMITMENTS AND CONTINGENCIES

 

The Company may be involved in legal proceedings, claims, and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. There areAccordingly, no such matters that are deemed material to the condensed consolidated financial statements as of December 31, 2021,September 30, 2022, except as disclosed below.

As of December 31, 2021, several law firms have filed shareholder lawsuits, two of which have been consolidated and remain pending, citing, among other things, the Company’s September 25, 2018, press release and the NYSE American delisting proceedings initiated in October 2018 (and overturned in February 2019) and subsequent fall in share price. The Company filed a motion to dismiss on October 11, 2019, which the court denied on January 29, 2021. As of October 20, 2021, the defendants in the shareholder action including the Company, have reached an agreement to settle the litigation, subject to final approval by the United States District Court for the District of Maryland (“Court”). A final settlement approval hearing has been scheduled for April 13, 2022, where the Court will consider, among other things, whether the settlement is fair, reasonable, and adequate, and whether the litigation should be dismissed on the merits and with prejudice. The Company has created a provision for $153 thousand as of December 31, 2021. For the current state of the consolidated Shareholder Class Action Litigation, please refer to Part II, Item 1 – Legal Proceedings.legal proceedings section below.

 

In the U.S., we provide health insurance, life insurance, and a 401(k) plan wherein the Company matches up to 6% of the employee’s pre-tax contribution up to a maximum annual amount determined by the IRS. In accordance withaddition, under applicable Indian laws, the Company provides for gratuity, a defined benefit retirement plan (“Gratuity Plan”) covering certain categories of employees. The Gratuity Plan provides a lump sum payment to vested employees, at retirement or termination of employment, an amount based on the respective employee’s last drawn salary and the years of employment with the Company. In addition, employees receive benefits from a provident fund, a defined contribution plan. The employee and employer each make monthly contributions to the plan equal to 12% of the covered employee’s salary. The contribution is made to the Indian Government’s provident fund.

 

NOTE 13 SECURITIES

 

As of December 31, 2021,September 30, 2022, the Company was authorized to issue up to 150,000,000 shares of common stock, a par value of $0.0001 per share, and 51,054,01753,058,061 shares of common stock were issued and outstanding. The Company is also authorized to issue up to 1,000,000 shares of preferred stock, a par value of $0.0001 per share, and no preferred shares were issued and outstanding as of December 31, 2021.September 30, 2022.

 

Our common stock is listed on the NYSE American (ticker symbol: IGC). This security also trades on the Frankfurt, Stuttgart, and Berlin stock exchanges (ticker symbol: IGS1). The Company also has 91,472 units outstanding that can be separated into common stock. Ten units may be separated into one share of common stock. The unit holders are requested to contact the Company or our transfer agent, Continental Stock Transfer &and Trust, to separate their units into common stock.

 

On January 13, 2021, the Company entered into a Sales Agreement (the “Agreement”) with The Benchmark Company, LLC (the “Sales Agent”) pursuant to, under which the Sales Agent is acting as the Company’s sales agent with respect to the issuance and sale of up to $75,000,000 of the Company’s shares of common stock, par value $0.0001 per share (the “Shares”), from time to time in an “at the market” (“ATM”) offering as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended. During the nine months ended December 31, 2021, the Company raised approximately $4.1 million of net proceeds from issuance of equity stock through the offering through the sale of 1.75 million shares of common stock. The Company may use these funds for working capital and capital expenditures, along with clinical trials, share repurchases, debt repayments, investments, including but not limited to, mutual funds, treasury bonds, cryptocurrencies, and other asset classes.

 

indiaglob20211231_10qimg002.jpg | December 31, 2021, Form 10-Q
21

NOTE 14 STOCK-BASED COMPENSATION

 

As of December 31, 2021,September 30, 2022, under both the Company’s previous 2008 and current 2018 Omnibus Incentive Plans, a total of 8,337,6278,412,627 shares of common stock have been issued to employees, non-employees, and advisors. In addition, 5.95.8 million restricted share units (RSUs) fair, valued at $6.96$5.7 million with a weighted average value of $1.19$0.98 per share, have been granted but not yet issued from different Incentive Plans and Grants. This includes 43 million RSUs granted to employees and directors, which consists of a vesting schedule based entirely on the attainment of botheither operational milestones (performance conditions) andor market conditions, assuming continued employment either as an employee or director with the Company. The performance based RSUs are accounted for upon certification by the management, confirming the probability of achievement of milestones. As of December 31, 2021, theSeptember 30, 2022, management confirmed none of thetwo milestones had been achieved, butand the rest were considered probable to be achieved by March 31, 2027.

 

igc_sm-logo1.jpg | September 30, 2022, Form 10-Q

20

Additionally, options held by advisors and directors to purchase 360300 thousand shares of common stock fair valued at $305$278 thousand with a weighted average of $0.85$0.93 per share which have been granted but are to be issuedexercised over a vestingservice period betweenending in Fiscal 2022 and Fiscal 2026.2031. Options granted and issuedexercised before the vestingservice period are expensed when issued.exercised.

 

The options are valued using a Black-Scholes Pricing Model, and Market basedMarket-based RSU areis valued based on a lattice model, , with the following assumptions:

 

 

Granted in Fiscal 2022

  

Granted in Fiscal 2021

  

Granted in

Fiscal 2023

  

Granted in

Fiscal 2022

 

Expected life of options

 

5 years

  

5 years

  

5 years

  

5 years

 

Vested options

  100

%

  100

%

  100

%

  100

%

Risk free interest rate

  1.61

%

  0.68

%

  2.64

%

  2.42

%

Expected volatility

  281

%

  249

%

  285

%

  282

%

Expected dividend yield

 

Nil

  

Nil

  

Nil

  

Nil

 

 

The expense associated with share-based payments to employees, directors, advisors, and contractors is allocated over the vesting or service period and recognized in the Selling,selling, general and administrative expenses (including research and development). For the ninesix months ended December 31, 2021,September 30, 2022, the Company’s share-based expense and option-based expense shown in Selling, general and administrative expenses (including research and development) was $1.0 million and $24 thousand, respectively.

The expense associated with share-based payments to employees, directors, advisors, and contractors is allocated over the vesting or service period and recognized in the Selling, general and administrative expenses (including research and development). For the nine months ended December 31, 2020, the Company’s share-based expense and option-based expense shown in selling, general and administrative expenses (including research and development) was $459 thousandwere $1.8 million and $64$17 thousand, respectively.

 

Non-vested shares

 

Shares

(in thousands)

(#)

  

Weighted average

grant date fair value

($)

 

Non-vested shares as of March 31, 2021

  173   0.85 

Granted

  5,799   1.20 

Vested

  (114)  (1.15

)

Cancelled/forfeited

  (27)  (1.35

)

Non-vested shares as of December 31, 2021

  5,831   1.19 

For the six months ended September 30, 2021, these expenses were $535 thousand and $14 thousand, respectively.

 

Options

 

Shares

(in thousands)

(#)

  

Weighted average

grant date fair value

($)

  

Weighted average

exercise price

($)

 

Options outstanding as of March 31, 2021

  210   0.46   0.36 

Granted

  150   1.39   1.39 

Exercised

  -   -   - 

Cancelled/forfeited

  -   -   - 

Options outstanding as of December 31, 2021

  360   0.85   0.79 

Non-vested shares

 

Shares

(in thousands)

  

Weighted average

grant date fair value

($)

 

Non-vested shares as of March 31, 2022

  5,283   1.17 

Granted

  1,650   0.43 

Vested

  (1,139

)

  (1.12

)

Cancelled/forfeited

  -   - 

Non-vested shares as of September 30, 2022

  5,794   0.98 

Options

 

Shares

(in thousands)

  

Weighted average

grant date fair value

($)

  

Weighted average

exercise price

($)

 

Options outstanding as of March 31, 2022

  300   0.93   0.34 

Granted

  -   -   - 

Exercised

  -   -   - 

Cancelled/forfeited

  -   -   - 

Options outstanding as of September 30, 2022

  300   0.93   0.34 

 

There was a combined unrecognized expense of $6.2$4.1 million related to non-vested shares and share options that the Company expects to be recognized over the weighted average life of 4.042.3 years.

 

indiaglob20211231_10qimg002.jpg

igc_sm-logo1.jpg | December 31, 2021,September 30, 2022, Form 10-Q

2221

 

NOTE 15 FAIR VALUE OF FINANCIAL INSTRUMENTS

 

As of December 31, 2021,September 30, 2022, the Company’s marketable securities, if any,investments may consist of liquidmoney market funds, debt and equity funds, and other marketable securities, among others which have been classified as Level 1 of the fair value hierarchy because they have been valued using quoted prices in active markets. The Company’s cash and cash equivalents have also been classified as Level 1 on the same principle. Financial instruments are classified as current if they are expected to be liquidated within the next twelve months. The Cash Deposits are classified as Level 2 as theydo not have regular market pricing, but its fair value can be determined based on other data values or market prices. The Company’s remaining investments have been classified as Level 3 instruments as there is little or no market data. Level 3 investments are valued using cost-method. For further information refer to Note 7, “Investments in Non-Marketable Securities.”the cost method.

 

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2021,September 30, 2022, and March 31, 2021,2022, and indicates the fair value hierarchy of the valuation techniques the Company used to determine such fair value:

 

As of September 30, 2022

(in thousands)

 

  

Level 1

($)

  

Level 2

($)

  

Level 3

($)

  

Total

($)

 

December 31, 2021

                
                 

Cash and cash equivalents:

  11,941   -   -   11,941 

Total cash and cash equivalents

  11,941   -   -   11,941 
                 

Investments:

                

-Marketable securities

  -   -   -   - 

-Non-marketable securities

  -   -   11   11 

Total Investments

  -   -   11   11 

Particular

 

Adjusted Cost

($)

  

Gain

($)

  

Loss

($)

  

Fair Value

($)

  

Cash &

Cash Equivalents

($)

  

Short Term

Investments

($)

 

Level 1

                        

Cash

  4,584   -   -   4,584   4,584   - 

Money Market Fund

  2,000   -   -   2,000   2,000   - 

Debt Funds

  39   -   -   39   39   - 

Mutual Fund

  165   2   -   167   -   167 

Level 2

                        

Certificate of Deposits

  26   -   -   26   -   26 

TOTAL

  6,815   2   -   6,817   6,623   193 

 

  

Level 1

($)

  

Level 2

($)

  

Level 3

($)

  

Total

($)

 

March 31, 2021

                
                 

Cash and cash equivalents:

  14,548   -   -   14,548 

Total cash and cash equivalents

  14,548   -   -   14,548 
                 

Investments:

                

-Marketable securities

  -   -   -   - 

-Non-marketable securities

  -   -   92   92 

Total investments

  -   -   92   92 

As of March 31, 2022

(in thousands)

Particular

 

Adjusted Cost

($)

  

Gain

($)

  

Loss

($)

  

Fair Value

($)

  

Cash &

Cash Equivalents

($)

  

Short Term

Investments

($)

 

Level 1

                        

Cash

  10,460   -   -   10,460   10,460   - 

Money Market Fund

  -   -   -   -   -   - 

Debt Funds

  -   -   -   -   -   - 

Mutual Funds

  -   -   -   -       - 

Level 2

      -   -   -   -   - 

Certificate of Deposits

  -   -   -   -   -   - 

TOTAL

  10,460   -   -   10,460   10,460   - 

 

igc_sm-logo1.jpg | September 30, 2022, Form 10-Q

22

NOTE 16 SEGMENT INFORMATION

 

FASB ASC 280, “Segment Reporting,” establishes standards for reporting information about reportable segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group (“CODM”), in deciding how to allocate resources and in assessingassess performance. The CODM evaluates revenues and gross profits based on product lines and routes to market. Based on our integration and Managementmanagement strategies, we operate in 2two reportable segments: (i) Infrastructure segment and (ii) Life Sciences segment.

 

The Company’s CODM is the Company’s chief executive officer (“CEO”). The CEO reviews financial information presented on an operating segment basis for purposes of makingto make operating decisions and assessingassess financial performance. Therefore, and before our Life Sciences segment started, the Company determined that it operated in a single operating and reportable segment. As of the date of this report and in preparation for the new and different source of revenue, the Company has determined that it operates in 2two operating and reportable segments: (a) Infrastructure Businesssegment and (b) Life Sciences segment. The Company does not include intercompany transfers between segments for Managementmanagement reporting purposes.

 

indiaglob20211231_10qimg002.jpg | December 31, 2021, Form 10-Q
23

The following provides information required by ASC 280-10-50-38 “Entity-wide Information”:

 

1) The table below shows revenue reported by segment:

 

Product & ServiceProducts and Services

 

 

(in thousands)

  

(in thousands)

 

Segments

 

Nine months ended

December 31, 2021

($)

  

Percentage of

Total Revenue

(%)

  

Six months ended

September 30, 2022

($)

  

Percentage of

Total Revenue

(%)

 
                

Infrastructure segment

  26   10

%

  17   4

%

Life Sciences segment

  249   90

%

  397   96

%

Total

  275   100

%

  414   100

%

 

 

(in thousands)

  

(in thousands)

 

Segments

 

Nine months ended

December 31, 2020

($)

  

Percentage of

Total Revenue

(%)

  

Six months ended

September 30, 2021

($)

  

Percentage of

Total Revenue

(%)

 
                

Infrastructure segment

  119   15

%

  18   14

%

Life Sciences segment

  698   85

%

  115   86

%

Total

  817   100

%

  133   100

%

 

For information for revenue by product and service, refer Note 2, “Summary of Significant Accounting Policies”.

 

igc_sm-logo1.jpg | September 30, 2022, Form 10-Q

23

2) The table below shows the revenue attributed to the country of domicile (U.S.) and foreign countries. Revenue is generally attributed to the geographic location of customers:

 

   

(in thousands)

    

(in thousands)

 

Segments

 

Country

 

Nine months ended

December 31, 2021

($)

  

Percentage of

Total Revenue

(%)

  

Country

 

Six months ended

September 30, 2022

($)

  

Percentage of

Total Revenue

(%)

 
                    

America

 

U.S.

  397   96

%

Asia

 

(1) India

  57   22

%

 

India

  17   4

%

 

(2) Hong Kong

  -   -

%

America

 

U.S. and Colombia

  218   78

%

Total

Total

  275   100

%

Total

  414   100

%

 

   

(in thousands)

    

(in thousands)

 

Segments

 

Country

 

Nine months ended

December 31, 2020

($)

  

Percentage of

Total Revenue

(%)

  

Country

 

Six months ended

September 30, 2021

($)

  

Percentage of

Total Revenue

(%)

 
                    

America

 

U.S.

  111   85

%

Asia

 

(1) India

  119   15

%

 

India

  22   15

%

 

(2) Hong Kong

  -   -

%

America

 

U.S. and Colombia

  698   85

%

Total

Total

  817   100

%

Total

  133   100

%

 

indiaglob20211231_10qimg002.jpg | December 31, 2021, Form 10-Q
24

3) The table below shows the non-current assets other than financial instruments held in the country of domicile and foreign countries.

 

 

(in thousands)

  

(in thousands)

 

Nature of assets

 

USA

(Country of Domicile)

($)

  

Foreign Countries

(India, Hong Kong, and Colombia)

($)

  

Total as of

December 31, 2021

($)

  

USA

(Country of Domicile)

($)

  

Foreign Countries

(India, Hong Kong, and Colombia)

($)

  

Total as of

September 30, 2022

($)

 

Intangible assets, net

  426   -   426   952   -   952 

Property, plant and equipment, net

  5,913   4,607   10,520 

Non-marketable securities

  -   11   11 

Property, plant, and equipment, net

  4,307   4,163   8,470 

Claims and advances

  212   400   612   567   383   950 

Operating lease asset

  420   62   482   348   39   387 

Total non-current assets

  6,971   5,080   12,051   6,174   4,585   10,759 

 

 

(in thousands)

  

(in thousands)

 

Nature of assets

 

USA

(Country of Domicile)

($)

  

Foreign Countries

(India, Hong Kong, and Colombia)

($)

  

Total as of March 31, 2021

($)

  

USA

(Country of Domicile)

($)

  

Foreign Countries

(India, Hong Kong, and Colombia)

($)

  

Total as of

March 31, 2022

($)

 

Intangible assets, net

  407   -   407   436   481   917 

Property, plant and equipment, net

  6,228   4,612   10,840 

Non-marketable securities

  -   12   12 

Property, plant, and equipment, net

  4,978   4,441   9,419 

Claims and advances

  200   403   603   550   387   937 

Operating lease asset

  488   -   488   396   54   450 

Total non-current assets

  7,323   5,027   12,350   6,360   5,363   11,723 

 

NOTE 17 SUBSEQUENT EVENTS

 

On January 18, 2022, the Board of Directors of the Company appointed former Congressman Jim Moran (“Congressman Moran”)None to serve on the Board as a Class C director until the Company’s 2022 annual meeting of stockholders. Congressman Moran’s compensation will be consistent with the Company’s standard compensation for non-employee directors. As a new non-employee director, Congressman Moran was granted 150,000 Restricted Stock Units (“RSUs”) of the Company’s common stock. Of these, 50,000 RSUs vest immediately while the remaining 100,000 RSUs vest in equal annual instalments over two years.report.

 

indiaglob20211231_10qimg002.jpg

igc_sm-logo1.jpg | December 31, 2021,September 30, 2022, Form 10-Q

2524

 

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

 

The purpose of this Management’s Discussion and Analysis (“MD&A”) is to provide an understanding of the Company’s consolidated financial condition and results of operations and cash flows, andflows. It should be read in conjunction with our unaudited condensed financial statements and related notes that appear elsewhere in this Quarterly Report on Form 10-Q for the three months and the ninesix months ended December 31, 2021,September 30, 2022, and the Annual Report on Form 10-K for the fiscal year ended March 31, 2021(2022, filed with the “2021SEC on June 23, 2022 (the “2022 Form 10-K”). The Company’s actual results could differ materially from those discussed here. Factors that could cause differences include those discussed in the “Forward-Looking Statements” and “Risk Factors” sections as well asand discussed elsewhere in this report. The risks and uncertainties can cause actual results to differ significantly from those in our forward-looking statements or implied in historical results and trends. WeAccordingly, we caution readers not to place undue reliance on any forward-looking statements made by us, which speak only as of the date they are made. We disclaim any obligation, except as specificallyexpressly required by law and the rules of the SEC, to publicly update or revise any such statements to reflect any change in our expectations or in events, conditions, or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forthoutlined in the forward-looking statements.

 

Overview

 

Our primary source of revenue in the three months ended December 31, 2021,IGC has two segments: Life Sciences and December 31, 2020, was from ourInfrastructure.

Life Sciences Segment

The Life Sciences segment which includesoperates primarily through wholly owned subsidiaries including IGC Pharma LLC, a clinical-stage biopharmaceutical component,company based in Maryland. The purpose of IGC Pharma LLC is to effectively treat Alzheimer’s patients and alleviate caregiver burden. Over the past eight years we have developed a wellnessdeep knowledge of cannabinoid science including its extraction, isolation, purification, and lifestyle business, which involves:development. Our strategy is to leverage our unique platform to develop a class-leading program to treat neurodegenerative diseases such as Alzheimer’s.

We currently have two main investigational drug assets in various stages of development:

 

1)

(i)

development of potential new drugs, subject to applicable regulatory approvals, that use ultra-low doses of phytocannabinoids including cannabidiol (“CBD”) and tetrahydrocannabinol (“THC”), among others,IGC-AD1 our lead therapeutic candidate is in combination with other compounds, believed to assistPhase 2 trials for treating agitation in managing symptoms of diseases like Alzheimer’s,

(ii)

hand sanitizers and several hemp-based CBD products and brands, in various stages of development, for sale online and/or through stores,

(iii)

wholesale of hemp extracts including hemp crude extract, and hemp isolate, among others,

(iv)

white labeling of hemp-based products,dementia from Alzheimer’s; and

(v)

the offering of tolling services like extraction and distillation to hemp-farmers and retailers.

 
(vi)Other hemp related lifestyle products

The Company’s second segment, the infrastructure segment, involves:

2)

(i)

Execution of Construction Contracts – The Company is executing a road building contractTGR-63, an enzyme inhibitor shown in Kerala, India valued at approximately $1.2 million. Work on this project is sporadic based on COVID-19 restrictions. The Company intendspre-clinical trials to continue operationsreduce neurotoxicity in this business line as the COVID-19 pandemic permits.

(ii)

Purchase and Resale of Physical Commodities Used in Infrastructure – This business line includes the purchase and resale of commodities, including steel, wooden doors, marble, and tiles, among others. This work has been adversely affected due to COVID-19. There was no revenue from this business line during the three months ended December 31, 2021, in part due to the COVID-19 pandemic. The Company intends to continue operations in this business line as the COVID-19 pandemic permits.

(iii)

Rental of Heavy Construction Equipment – We own heavy construction equipment such as motor grader and rollers, that we rent to construction contractors. This business is seasonal and had minimal revenue during the three months ended December 31, 2021, in part due to the COVID-19 pandemic. The Company intends to continue operations in this business line as the COVID-19 pandemic permits.Alzheimer's cell lines.

 

The Company operatesIGC-AD1 and TGR-63 both segmentssmall molecules have shown in compliance with applicable state, national, and local laws and regulations and only in locations and regions where it is legal to do so.Alzheimer’s cell lines that they can potentially suppress or ameliorate a key protein responsible for Aβ plaques, a key hallmark of Alzheimer’s disease.

 

The Company controls eight patents and seven applications including two each for IGC-AD1 and TGR-63 and their use in Alzheimer’s.

indiaglob20211231_10qimg002.jpg

IGC-AD1 is an investigational new drug candidate that is currently in a multi-site, randomized, double blind, Phase 2 clinical trial for agitation in dementia from Alzheimer’s. Currently, there are no FDA approved drugs for treating agitation in Alzheimer’s. About 76% of Alzheimer’s patients suffer from agitation as rated by the CMAI (Van der Mussele et al., 2015).

IGC-AD1 is a cannabis-based compound that relies on micro doses of THC (tetrahydrocannabinol), a psychoactive cannabinoid and another compound as active agents. The Phase 2 trial is a first in human trial with natural THC as an active agent for treating agitation in Alzheimer’s. The second molecule, TGR-63, is an enzyme inhibitor shown in pre-clinical trials to reduce neurotoxicity in Alzheimer’s cell lines. Neurotoxicity causes cell dysfunction and death in Alzheimer’s disease. If shown to be efficacious in halting this process through further trials, testing, and research, TGR-63 can potentially treat Alzheimer's disease by ameliorating Aβ plaques.

igc_sm-logo1.jpg | December 31, 2021,September 30, 2022, Form 10-Q

2625

 

Company HighlightsThe Life Sciences segment also includes the development of over-the-counter personal care products, operated by certain of the Company’s subsidiaries under various brands. We have created a cannabinoid-based women’s wellness brand, Holief™ available through online channels and a CBD-caffeine-infused energy drink, Sunday Seltzer™, available through wholesale channels.

 

The Company completed all dose escalation studies, and, as announced by the Company on December 2, 2021, the results of the clinical trial have been submitted in the Clinical/Statistical Report (“CSR”) filed with the FDA.

 

On October 28, 2021, the Company won BestHolief™ is a vegan, non-GMO, cruelty free, paraben free, lab verified, CBD Topical award for its broad-spectrum hemp extract cream called Holi Wonder™infused line of OTC products with plant based ingredients aimed at the USA CBD Expo event held in Chicago, Illinois, U.S.

On October 5, 2021, the Company received a Good Manufacturing Practicesupporting menstrual cramp (dysmenorrhea) discomforts and other premenstrual symptoms (“GMP”PMS”) certification for its facilities in Vancouver, Washington, U.S. where it makes its products..

 

 

On September 17, 2021, the Company filedSunday Seltzer™ is a provisional patent applicationvegan, organic, lightly carbonated energy drink with the USPTO for our IGC-513 for compositionsnatural caffeine from green tea extract, CBD, vitamin B and methods for treating patientsvitamin C, with Dementia due to Alzheimer's disease.no added sugars, and no preservatives. The energy drink is available in two flavors, pomegranate-lemon and peach-ginger. In addition, Sunday Seltzer™ is also available in four other flavors with no caffeine.

Both Holief™ and Sunday Seltzer™ are compliant with applicable federal, state, and local laws, and regulations.

Infrastructure Segment

The Infrastructure segment involves the execution of construction contracts and the rental of heavy construction equipment. Since our inception, the Company has operated its Infrastructure segment from India.

Other Developments

On September 20, 2022, the USPTO granted a second patent (#11,446,276) for the treatment of Alzheimer’s disease titled “Extreme low dose THC as a therapeutic and prophylactic agent for Alzheimer’s disease.” The original patent application was initiated by the University of South Florida (“USF”) and filed on August 1, 2016. On May 25, 2017, the Company entered into an exclusive license agreement with USF with respect to the patent application and the associated research conducted on Alzheimer’s disease. IGC-AD1, described above, is based on some of this research.

Strategy

The Life Sciences segment strategy includes:

 

 

1.

During the nine months ended December 31, 2021, the Company raised approximately $4.1 million of net proceeds from the issuance of equity stock. The Company had entered an “at the market” (“ATM”) offering pursuantSubject to the Sales Agreement (the “Agreement”) entered on January 13, 2021 with The Benchmark Company, LLC (the “Sales Agent”)FDA approval, developing IGC-AD1 as a drug for treating agitation in dementia due to Alzheimer’s and investigating and developing TGR-63 for the issuance and sale of up to $75,000,000 of the Company’s shares of common stock, par value $0.0001 per share (the “Shares”).

The Company licenses a patent filing from the University of South Florida titled “Ultra-Low dose THC as a potential therapeutic and prophylactic agent for Alzheimer’s Disease.” The U.S. Patent and Trademark Office (“USPTO”) issued a patent (#11,065,225) for this filing on July 20, 2021. The granted patent relates to IGC’s proprietary formulation, IGC-AD1, intended to assist in the treatment of individuals living with Alzheimer’s disease.

 

 

2.

On June 10, 2021, the Company received forgiveness for the full amount borrowed as per the PPP Note of approximately $430 thousand.Marketing Holief™, Sunday Seltzer™, and white label services.

 

Strategy

We havebelieve developing a two-pronged strategydrug for our Life Sciences biopharmaceutical component: the initial prong is to investigate IGC-AD1 for safety and efficacy in managing theeither treatment of symptoms of Alzheimer’s disease. This involves conducting Phase 1 through Phase 3 trials on IGC-AD1 over the next several years, subject to FDA regulatory approval and adequate funding, with the anticipated goal of demonstrating safety and efficacy and potentially obtaining FDA approval for IGC-AD1or as a phytocannabinoid-based formulation thatdisease modifying agent has considerable risk due to the need for multi-year trials and FDA approval. However, there could be a considerable upside and significant value creation to the extent we obtain a first-to-market advantage, of which there can help manage some symptoms for patients suffering from Alzheimer’s disease. The second prongbe no assurance. If we were to obtain a first-to-market advantage, such an advantage could result in significant growth when an approved drug is to investigate the potential efficacy of IGC-AD1 on memory and on decreasing or managing plaques and tangles, some of the hallmarks of Alzheimer’s disease.

marketed. Our pipeline of investigational phytocannabinoid formulations also includes pain creams and tinctures for pain relief. We believe that the biopharmaceutical component of our Life Sciences strategy will take several years to implement and involves considerable risk; however, we believe it may involve more significant defensible growth potential and first-to-market advantage.

Our consumer service and productsHoliefTM strategy includes advancingexpanding the women’s line of products under the brand www.holief.com and developing and creating a cloud-based platformonline services that connectsconnect women with health carehealthcare professionals who can help with PMS and dysmenorrhea.dysmenorrhea, more specifically. Building an online community that brings women together can create brand equity and loyalty.

 

We believe that the additional investment in clinical trials, research, and development (“R&D”),&D, facilities, marketing, and advertising, and the acquisition of complementary products and businesses supporting ourwill be critical to the ongoing growth of the Life Sciences segment, are likely to be critical tosegment. We believe these investments will fuel the development and delivery of innovative products andthat drive positive patient and customer experiences. Part of our strategy isWe hope to leverage our R&D and our intellectual property to develop ground-breaking, science-based products that we believe are likelyproven effective through clinical trials, subject to FDA approval. While there can be well-differentiated and -supported by science through planned pre-clinical and clinical trials. Weno assurance, we believe this strategy has the potential tocan improve our existing products and lead to the creation of new hemp-based products which, based on scientific study and research, may offer positive resultsthat can provide treatment options for the management of certainmultiple conditions, symptoms, and side effects.

 

Our Infrastructure segment strategy includes winning and executing competitively bid construction contracts, such as building roads, bridges, and other civil works in Kerala, India.

indiaglob20211231_10qimg002.jpg

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2726

 

COVID-19 Update

 

Our infrastructure business is based in the state of Kerala, India, which is among the Indian states most affected by COVID-19, and Hong Kong with strict quarantine and travel restrictions. The restrictions continue to adversely impact our infrastructure business, financial condition, liquidity, and operations. While IGC remains committed to its Infrastructure business line and intends to continue pursuing the execution of construction contracts, the purchase and resale of physical commodities used in infrastructure, and the rental of heavy construction equipment as the pandemic allows, weWe have limited visibility into when economic conditions will recover in India and Hong Kong.

In response, we have oriented our current focus on a)Kong for the human trials on IGC-AD1 and getting an Alzheimer’s drug through trials and to market, subject to FDA approval, and b) launching a cannabinoid-based women’s wellness line of products designed to assist in managing PMS and Dysmenorrhea.infrastructure business.

 

Results of Operations for the Three Months Ended

December 31, September 30, 2022, and September 30, 2021 and December 31, 2020

 

The historical results presented below are not necessarily indicative of the results that may be expected for any future period. The following table presents an overview of our results of operations for the three months ended December 31, 2021,September 30, 2022, and December 31, 2020:September 30, 2021:

 

Statement of Operations (in thousands, unaudited)

 

 

Three months ended December 31,

          

Three months ended September 30,

         
 

2021

($)
  

2020

($)
  

Change

($)
  

Percent

Change

  

2022

($)
  

2021

($)
  

Change

($)
  

Percent

Change

 

Revenue

  142   108   34   31

%

  202   56   146   261

%

Cost of revenue

  (80)  (94)  14   (15

)%

  (67)  (18)  (49)  272

%

Gross profit

  62   14   48   343

%

  135   38   97   255

%

Selling, general and administrative expenses

  (2,070)  (2,186)  116   (5

)%

  (1,855)  (4,110)  2,255   (55

)%

Research and development expenses

  (377)  (154)  (223)  145

%

  (768)  (276)  (492)  178

%

Operating loss

  (2,385)  (2,326)  (59)  3

%

  (2,488)  (4,348)  1,860   (43)%

Impairment of investment

  -   -   -   -

%

Other income, net

  4   3   1   33

%

  46   4   42   1,050

%

Loss before income taxes

  (2,381)  (2,323)  (58)  2

%

  (2,442)  (4,344)  1,902   (44)%

Income tax expense/benefit

  -   -   -   - 

Net loss

  (2,381)  (2,323)  (58)  2

%

  (2,442)  (4,344)  1,902   (44)%

 

Revenue – Revenue was approximately $202 thousand and $56 thousand for the three months ended September 30, 2022, and September 30, 2021, respectively. Revenue in the quarter ended December 31, 2021, and December 31, 2020,both quarters was primarily derived from our Life Sciences segment, which involved providing white label manufactured products, sales of holistic women’s health care products such as lotion, gummies, and alcohol-based hand sanitizers,beverages including the Company’s energy drink, among others. RevenueThe increase in sales was approximately $142 thousandprimarily related to increased sales of the Company’s services and $108 thousand for the three months ended December 31, 2021, and December 31, 2020, respectively.

Revenue in the Life Sciences segment in the three months ended December 31, 2020, was $56 thousand as compared to $134 thousand in the three months ended December 31, 2021, albeit with a change in product mix. Revenue in ourproducts. The Infrastructure segment forrevenue was impacted by the three months ended December 31, 2020, was $52 thousand compared to $8 thousand in the three months ended December 31, 2021. The revenue relates to the execution of a construction contract. Primarily due to COVID-19, we have limited visibility on when either of our segments will stabilize, generate significant revenue, and become predictable. We expect volatility in both segments in the foreseeable future. We expect to be opportunistic in providing personal protection equipment, including hand sanitizers, as areas reopenslow recovery from the pandemic.COVID-19 pandemic, and the onset of the monsoon season in India, which hampers construction activity.

 

Cost of revenueCostThe cost of revenue amounted to approximately $80$67 thousand for the three months ended December 31, 2021,September 30, 2022, compared to $94$18 thousand in the three months ended December 31, 2020.September 30, 2021, this represents gross margins of 67% and 68%, respectively. The change in the cost of revenue in the three months ended December 31, 2021, is primarily attributable to the cost of raw materials that are required to produce our products.

indiaglob20211231_10qimg002.jpg | December 31, 2021, Form 10-Q
28

visibility in the cost of revenue moving forward due to overall inflationary pressures.

 

Selling, general and administrative expenses (“SG&A”)– SG&A expenses were approximately $1.9 million and $4.1 million for the three months ended September 30, 2022 and September 30, 2021 respectively. The decrease of $2.2 million is attributed to an adjustment of one-time expenses, and a reduction of legal and marketing expenses. SG&A expenses consist primarily of employee-related expenses, sales commission, professional fees, legal fees, marketing, other corporate expenses, allocated general overhead and provisions, depreciation and write-offs relating to doubtful accounts, and advances,advance if any. SG&A expenses decreased by approximately $116 thousand or 5% to approximately $2.07 million for the three months ended December 31, 2021, from approximately $2.19 million for the three months ended December 31, 2020. The decrease of approximately $116 thousand consists of one-time $245 thousand inventory-related adjustments during the three months ended December 31, 2020.

 

Research and Development expensesResearch and Development (“R&D”)&D expenses were attributed to conducting the Phase 1 trial on patients suffering from Alzheimer’s disease and product research in our Life Sciences segment. The R&D expenses forincreased by approximately $492 thousand, or 178%, to $768 thousand during the three months ended December 31, 2021, areSeptember 30, 2022, from approximately $377$276 thousand compared to approximately $154 thousand forduring the three months ended December 31, 2020,September 30, 2021. The increase of approximately $223 thousand or 145%. The cost associated with this work is mostly associated with the clinical trial on patients suffering from Alzheimer’s disease, research comprising of plant extracts that could be productized and data to support the efficacy of the extracts, product research, designing, formulating and market analysis. Of the increase of $223 thousand, $100 thousand is attributed to one-off expense relatedprimarily attributable to the completionprogression of Phase 1 clinical trial and $50 thousand to one-off expense related to the grant of licensed patent from the University of South Florida. We expect R&D expenses to increase with progression in2 trials on IGC-AD1 subject to FDA approval.and pre-clinical studies on TGR-63. We anticipate increased R&D expenses as development of TGR-63 and the Phase 2 trial on Alzheimer’s pick up more momentum.

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Other income, net –OtherOther net income increased by approximately $1$42 thousand or 33%1,050% during the three months ended December 31, 2021.September 30, 2022. The total other income for the three months ended December 31,September 30, 2022, and 2021 and 2020 wasis approximately $4$46 thousand and $3$4 thousand, respectively. Other income includes interest income and rental income, among others.dividend income, profit from sale of assets, unrealized gains from investments, net income, and income from the sale of scrap.

 

Results of Operations for the NineSix Months Ended

December 31, September 30, 2022, and September 30, 2021 and December 31, 2020

 

The historical results presented below are not necessarily indicative of the results that may be expected for any future period. The following table presents an overview of our results of operations for the ninesix months ended December 31, 2021September 30, 2022, and December 31, 2020:September 30, 2021:

 

Statement of Operations (in thousands, unaudited)

 

 

Nine months ended December 31,

          

Six months ended September 30,

         
 

2021

($)
  

2020

($)
  

Change

($)
  

Percent

Change

  

2022

($)
  

2021

($)
  

Change

($)
  

Percent

Change

 

Revenue

  275   817   (542)  (66

)%

  414   133   281   211

%

Cost of revenue

  (149)  (731

)

  582   (80

)%

  (137)  (69)  (68)  99

%

Gross profit

  126   86   40   47

%

  277   64   213   333

%

Selling, general and administrative expenses

  (7,956)  (5,424

)

  (2,532)  47

%

  (3,405)  (5,886)  2,481   (42

)%

Research and development expenses

  (1,097)  (595

)

  (502)  84

%

  (2,162)  (720)  (1,442)  200

%

Operating loss

  (8,927)  (5,933

)

  (2,994)  50

%

  (5,290)  (6,542)  1,252   (19)%
Impairment of investment (37) -  -  -%  -   (37)  37   (100

)%

Other income, net

  451   71   380   535

%

  63   447   (384)  (86

)%

Loss before income taxes

  (8,513)  (5,862

)

  (2,651)  45

%

  (5,227)  (6,132)  905   (15)%

Income tax expense/benefit

  -   -   -   - 

Net loss

  (8,513)  (5,862

)

  (2,651)  45

%

  (5,227)  (6,132)  905   (15)%

 

Revenue – Revenue inwas approximately $414 thousand and $133 thousand for the ninesix months ended December 31,September 30, 2022, and September 30, 2021, respectively. Revenue in both quarters was primarily derived from our Life Sciences segment, which involved providing white label manufactured products, sales of holistic women’s health care products such as lotion, gummies, and alcohol-based hand sanitizers,beverages including the Company’s energy drink, among others. RevenueThe increase in sales was approximately $275 thousandprimarily related to increased sales of the Company’s services and $817 thousand forproducts. The Infrastructure segment revenue was impacted by the nine months ended December 31, 2021,slow recovery from the COVID-19 pandemic, and the nine months ended December 31, 2020, respectively.

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Revenuethe monsoon season in the Life Sciences segment in the nine months ended December 31, 2020, was $698 thousand as compared to $249 thousand in the nine months ended December 31, 2021, albeit with a change in product mix. Revenue in our Infrastructure segment for the nine months ended December 31, 2020, and December 31, 2021, was $119 thousand and $26 thousand, respectively. Such revenue relates to execution of aIndia, which hampers construction contract. Primarily due to COVID-19, we have limited visibility on when either of our segments will stabilize, generate significant revenue, and become predictable. We expect volatility in both segments in the foreseeable future. We expect to be opportunistic in providing personal protection equipment, including hand sanitizers, as the country reopens from the pandemic.activity..

 

Cost of revenueCostThe cost of revenue amounted to approximately $149$137 thousand for the ninesix months ended December 31, 2021,September 30, 2022, compared to $731$69 thousand in the ninesix months ended December 31, 2020.September 30, 2021, this represents gross margins of 67% and 48%, respectively. The change in cost of revenue in the nine months ended December 31, 2021, is primarily attributable to the cost of raw materials required to produce our products. While gross margins increased, year over year, there is lack of visibility moving forward due to overall inflationary pressures.

 

Selling, general and administrative expenses– Selling, generalSG&A expenses were approximately $3.4 million and administrative$5.8 million for the six months ended September 30, 2022 and September 30, 2021 respectively. The decrease of $2.4 million is attributed to an adjustment of one-time expenses, and a reduction of legal and marketing expenses. SG&A expenses consist primarily of employee-related expenses, sales commission, professional fees, legal fees, marketing, other corporate expenses, allocated general overhead and provisions, depreciation and write-offs relating to doubtful accounts, and advances,advance if any. Selling, general and administrative expenses increased by approximately $2.5 million or 47% to approximately $7.96 million for the nine months ended December 31, 2021, from approximately $5.4 million for the nine months ended December 31, 2020.

The $2.5 million increase in Selling, general & administrative expenses is attributable to the following: approximately $1.7 million to a provision for stolen inventory at our vendor’s premises, approximately $172 thousand to investor relations related expenses, approximately $125 thousand for an IRS tax penalty, and non-cash increase of $499 thousand and $125 thousand for to Common stock-based compensation and depreciation expenses, respectively.

 

Research and Development expenses Research and DevelopmentR&D expenses were attributed to conducting the Phase 1 trial on patients suffering from Alzheimer’s disease and product research in our Life Sciences segment. The Research and DevelopmentR&D expenses forincreased by approximately $1.4 million or 200% to $2.1 million during the ninesix months ended December 31, 2021, areSeptember 30, 2022, from approximately $1.1 million compared to approximately $595$720 thousand forduring the ninesix months ended December 31, 2020.September 30, 2021. The cost associated with this workincrease is mostly associated withprimarily attributable to the clinical trial on patients suffering from Alzheimer’s disease, research comprising of plant extracts that could be productized and data to support the efficacy of the extracts, product research, designing, formulating and market analysis. Of the increase of $502 thousand, $100 thousand is attributed to one-off expense related to completionprogression of Phase 1 clinical trial and $50 thousand to one-off expense related to the grant of licensed patent from University of South Florida. We expect Research and Development expenses to increase with progression in2 trials on IGC-AD1.IGC-AD1 and pre-clinical studies on TGR-63. We anticipate additional R&D expenses as the Phase 2 trial commences with patient sign-ups.

 

Impairment of investment On May 12, 2020,During the Company acquired approximately 19.8% shareholding in Evolve I, Inc.six months ended September 30, 2022, there was no investment impairment. However, based on an assessment ofduring the business environment,six months ended September 30, 2021, the Company decided to dispose theof its holding in and exit the acquisition. Duringacquisition of Evolve I, Inc. As a result, Company impaired the nine-months ended December 31, 2021, the Company received back partial shares of IGC common stock, which had been given pursuant to the SSA, in exchange for the return of its shareholding in Evolve. Accordingly, the Company cancelled the partial shares received by it and impaired its remaining investment of approximately $37 thousand.thousand in the six months ended September 30, 2021.

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Other income, net – Other net income increaseddecreased by approximately $380$384 thousand or 86% during the ninesix months ended December 31, 2021. TheSeptember 30, 2022. As a result, the total other income for the ninesix months ended December 31,September 30, 2022, and 2021 and 2020 is approximately $451$63 thousand and $71$447 thousand, respectively. Other income includes interest income, rental income, among others. During the ninesix months ended December 31,September 30, 2021, the other income included a one-time income of approximately $430 thousand related to the forgiveness of the PPP Note. Other income includes interest and rental income, dividend income, profit from sale of assets, unrealized gains from investments, net income, and income from scrap sales.

 

Liquidity and Capital Resources

 

Our sources of liquidity are cash and cash equivalents, funds raised through the ATM offering, cash flows from operations, short-term and long-term borrowings, and short-term liquidity arrangements. The Company continues to evaluate various financing sources and options to raise working capital to help fund current research and development programs and operations. The Company does not have any material long-term debt, capital lease obligations or other long-term liabilities, except as disclosed in this report. Please refer to Note 12, “Commitments and contingencies”, Note 11, “Loans and Other Liabilities” and Note 9, “Leases” in Item 1 of this report for further information on Company commitments and contractual obligations.

 

While the Company believes its existing balances of cash, cash equivalents and marketable securitiesshort term investments, and other short-term liquidity arrangements will be sufficient to satisfy its working capital needs, capital asset purchases, debt repayments, investments, including but not limited to, mutual funds, treasury bonds, cryptocurrencies, and other asset classes, clinical trials and other liquidity requirements, if any, associated with its existing operations over the next 12 months, it will raise money as and when it is able to do so. The Company continues to utilize the ATM to raise capital. Management is actively monitoring the impact of COVID-19 on the Company’s financial condition, liquidity, operations, suppliers, industry, legal expenses, and workforce.

 

indiaglob20211231_10qimg002.jpg | December 31, 2021, Form 10-Q
30

Please refer to Item 1A.1A “Risk Factors” of the Company’s 2022 Form 10-K for further information on the risks related to the Company.

 

 

(in thousands, unaudited)

          

(in thousands, unaudited)

         
                                
 

As of

December 31, 2021

($)

  

As of

March 31, 2021

($)

  

Change

  

Percent Change

  

As of

September 30, 2022

($)

  

As of

March 31, 2022

($)

  

Change

  

Percent Change

 

Cash and cash equivalents

  11,941   14,548   (2,607)  (18

)%

  6,623   10,460   (3,837

)

  (37

)%

Working capital

  17,958   21,149   (3,191)  (15

)%

  9,817   12,670   (2,853

)

  (22

)%

 

Cash and cash equivalents

 

Cash and cash equivalents decreased by approximately $2.6$3.8 million to  $11.9$6.6 million in the ninesix months ended December 31, 2021,September 30, 2022, from $14.5$10.4 million as of March 31, 2021,2022, a decrease of approximately 18%37%.

The major decrease was due to approximately $152 thousand in purchase of property, plant, and equipment and a net cash loss of approximately $5.6 million, part of which was set-off with approximately $4.1 million of net proceeds from the issuance of equity stock through an ATM offering.

 

Summary of Cash flows

 

 

(in thousands, unaudited)

          

(in thousands, unaudited)

         
                                
 

Nine months ended December 31,

          

Six months ended September 30,

         
 

2021

  

2020

  

Change

  

Percent Change

  

2022

  

2021

  

Change

  

Percent Change

 

Cash used in operating activities

  (6,574)  (8,295)  1,721   (21

)%

  (3,882)  (4,153)  271   (7

)%

Cash (used in)/ provided by investing activities

  (189)  1,459   (1,648)  (113

)%

  24   (140)  164   117

%

Cash provided by financing activities

  4,143   530   3,613   682

%

  101   4,144   (4,043)  (98

)%

Effects of exchange rate changes on cash and cash equivalents

  13   16   (3)  (19

)%

  (80)  -   (80)  100

%

Net decrease in cash and cash equivalents

  (2,607)  (6,290)  3,683   (59)%  (3,837)  (149)  (3,688)  2,475

%

Cash and cash equivalents at the beginning of period

  14,548   7,258   7,290   100

%

  10,460   14,548   (4,088)  (28

)%

Cash and cash equivalents at the end of the period

  11,941   968   10,973   1,134

%

  6,623   14,399   (7,776)  (54)%

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29

 

Operating Activities

 

Net cash used in operating activities for the ninesix months ended December 31, 2021,September 30, 2022, was approximately $6.6$3.8 million. ThisIt consists of a net loss of approximately $8.5$5.2 million, a positive impact on cash due to non-cash expenses of approximately $2.2 million, and non-cash items totalinga negative change in operating assets and liabilities of approximately $2.89 million, which in turn$808 thousand. Non-cash expenses consist of an amortization/depreciation charge of approximately $486$332 thousand, stock-based expenses totaling approximately $1.1 million, approximately $1.7 million for a provision related to stolen inventory, approximately $37 thousand related to impairment of investment and gain due to forgiveness of the PPP Note of approximately $430$1.8 million, and net loss on the sale of a fixed asset of approximately $45 thousand. ChangesIn addition, changes in operating assets and liabilities had a net negative impact of approximately $944$808 thousand on cash, of which approximately $51$65 thousand is relateddue to inventory.a decrease in accounts receivables, approximately $524 thousand decrease in accounts payable, and approximately $219 thousand decrease in other net current assets and liabilities.

 

Net cash used in operating activities for the ninesix months ended December 31, 2020,September 30, 2021, was approximately $8.3$4.1 million. ThisIt consists of a net loss of approximately $5.9$6 million, a positive impact on cash due to non-cash expenses of approximately $2.2 million, and non-cash items totalinga negative change in operating assets and liabilities of approximately $835 thousand, which in turn$215 thousand. Non-cash expenses consist of an amortization/depreciation charge of approximately $312$320 thousand, stock-based expenses of approximately $549 thousand, and stock-based expenses totaling approximately $523a gain due to forgiveness of the PPP Note of $430 thousand. ChangesIn addition, changes in operating assets and liabilities had a negative impact of approximately $3.3 million$215 thousand on cash, of which approximately $911$150 thousand wasis due to an investmenta decrease in inventory.deposits and advances, approximately $56 thousand decrease in accounts payable, and approximately $9 thousand decrease in other net current assets and liabilities.

 

Investing Activities

 

Net cash provided by investing activities for the six months ended September 30, 2022, was approximately $24 thousand, which comprised proceeds from the sale of property, plant, and equipment of approximately $277 thousand, adjusted with cash expenses of approximately $60 thousand for the acquisition and filing expenses related to patents and approximately $193 thousand of a short-term investment.

Net cash used in investing activities for the ninesix months ended December 31,September 30, 2021, was approximately $189$140 thousand, which is comprised of expenses of approximately $37$15 thousand for the acquisition and filing expenses related to patents and purchase of property, plant, and equipment of approximately $152$125 thousand.

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Net cash provided by investing activities for the nine months ended December 31, 2020, was $1.5 million, which is comprised of approximately $92 thousand for the acquisition and filing expenses related to patents and trademarks, purchase of property, plant, and equipment of $1.4 million and investments of approximately $149 thousand in non-marketable securities and proceeds of $3 million in marketable securities.

 

Financing Activities

 

Net cash provided by financing activities was approximately $4.1 million forfrom the nine months ended December 31, 2021, which is comprised of net proceeds from issuance of equity stock through our ATM offering, net of all expenses related to the issuance of stock.stock, was approximately $101 thousand and $4.1 million for the six months ended September 30, 2022, and 2021, respectively.

 

Net cash provided by financing activities was $530 thousand for the nine months ended December 31, 2020, which is comprised

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30

 

Off-Balance Sheet Arrangements

 

We do not have any outstanding derivative financial instruments, off-balance sheet guarantees, interest rate swap transactions or foreign currency forward contracts. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity, or market risk support to such entity. We do not have any variable interest in an unconsolidated entity that provides financing, liquidity, market risk or credit support to us or that engages in leasing, hedging or research and development services with us.

 

Critical Accounting Policies

 

While all accounting policies impact the financial statements, certain policies may be viewed as critical. Critical accounting policies are those that are both most important to the portrayal of financial condition and results of operations and that require Management’smanagement’s most subjective or complex judgments and estimates. Our Managementmanagement believes the policies that fall within this category are the policies on revenue recognition, inventory, accounts receivable, foreign currency translation, impairment of long-lived assets and investments, stock-based compensation, and cybersecurity. We have a cybersecurity policy in place and have taken cybersecurity measures that we expect are likely to safeguard the Company against breaches. There were no impactful breaches in cybersecurity during the nine months ended December 31, 2021.

 

Please see our disclosures in Note 2 – Summary of Significant Accounting Policies to the Notes to the Unaudited Condensed Consolidated Financial Statements in this report, in the Notes to the Audited Consolidated Financial Statements in the 20212022 Form 10-K, as well as Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations in the 20212022 Form 10-K, for a discussion of all our critical and significant accounting policies.

 

Recent Accounting Pronouncements

 

Changes to U.S. GAAP are established by the Financial Accounting Standards Board (FASB) in the form of accounting standards updates (ASUs) to the FASB’s Accounting Standards Codification. The recentCompany considers the applicability and impact of all ASUs. Newly issued ASUs not listed are expected to have no impact on the Company’s consolidated financial position and results of operations, because either the ASU is not applicable, or the impact is expected to be immaterial. Recent accounting pronouncements which may be applicable to us are discusseddescribed in Note 2, – Summary of Significant“Significant Accounting PoliciesPolicies” to the Notes to the Unaudited Condensed Consolidated Financial Statements in this report, and in the Notes to the Audited Consolidated Financial Statements in Part II of our 20212022 Form 10-K.

 

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3231

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

Item 3 does not apply to us because we are a smaller reporting company.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Our Managementmanagement maintains disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”) that are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is processed, recorded, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to Management,management, including our Chief Executive Officer (our principal executive officer) and Principal Financial Officer (our principal executive officer and principal financial officer, respectively), as appropriate, to allow for timely decisions regarding required disclosure.

 

Our Management,management, including the Chief Executive Officer and Principal Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, our Chief Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective to ensure that the information required to be disclosed in the reports filed or submitted by us under the Exchange Act was recorded, processed, summarized and reported within the requisite time periods and that such information was accumulated and communicated to our Management,management, including our Chief Executive Officer and Principal Financial Officer, as appropriate to allow for timely decisions regarding required disclosure.

 

Changes in Internal Control over Financial Reporting

 

Our Management,management, including our Chief Executive Officer and Principal Financial Officer, evaluated our “internal control over financial reporting” as defined in Exchange Act Rule 13a-15(f) to determine whether any changes in our internal control over financial reporting occurred during the three months ended December 31, 2021,September 30, 2022, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation, there were no changes in our internal control over financial reporting during the three months ended September 30, 2022, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

 

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igc_sm-logo1.jpg | December 31, 2021,September 30, 2022, Form 10-Q

3332

 

PART II OTHER INFORMATION

 

Item 1. Legal Proceedings

 

The Company may be involved in legal proceedings, claims, and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance.

 

As of December 31, 2021,September 30, 2022, the Company and one of its officers are parties to the following litigation matters:matter:

 

Apogee Financial Investments, Inc., et al. v. India Globalization Capital, Inc., et al., Civil Action No. 1:21-cv-03809 (U.S. District Court for the Southern District of New York).On April 29, 2021, Apogee Financial Investments, Inc. (“Apogee”) and John R. Clarke (“Clarke”) filed a complaint against the Company and IGC’s President and Chief Executive Officer, Ram Mukunda (“Mukunda”) (the “Apogee Litigation”). The litigation was originally initiated by IGC on February 8, 2021 (India Globalization Capital, Inc. v. Apogee Financial Investments, Inc., Civil Action No. 1:21-cv-01131, U.S. District Court for the Southern District of New York), wherein IGC alleged that Apogee breached a purchase agreement dated December 18, 2014, related to IGC’s intended purchase of a business known as Midtown Partners &and Co., LLC (“Midtown”). In response to the original lawsuit filed by IGC, Apogee and Clarke filed a counterclaim as well as the Apogee Litigation. On May 21, 2021, IGC and Mukunda filed a partial motion to dismiss both the counterclaim and the Apogee Litigation. Before the Court ruled on the motion to dismiss, on June 28, 2021, Apogee and Clarke filed an amended complaint claiming that IGC and Mukunda fraudulently induced Apogee into entering the purchase agreement for the sale of Midtown and breached the purchase agreement. Apogee and Clarke also seek a declaratory judgment and indemnification for certain alleged losses they claim to have suffered. Finally, Clarke claims that he is entitled to shares of IGC common stock as wages.complaint. On July 23, 2021, IGC and Mukunda again moved to partially dismiss the counterclaim and the Apogee Litigation. TheOn March 7, 2022, the Court granted the motion to dismiss remains pending before the Court, andin substantial part, leaving only two claims: Apogee’s counterclaim against the Company has no insight into when a decision will be issued. Further proceedings, such as discovery, have been stayed pendingfor alleged breach of the Court’s decision onpurchase agreement; and Clarke’s claim against the motionCompany for alleged breach of an alleged promise to dismiss.issue him shares of the Company. The Company considers the counterclaim and the Apogee Litigation to be ordinary, routine litigation incidental to the business. The Company and Mukunda deny any and all liability and, in particular, deny many of the factual allegations contained in Apogee’s and Mr. Clarke’s filings in the Apogee Litigation. Both the Company and Mukunda intend to vigorously defend the litigation and are represented by counsel for that purpose.

 

As of December 31, 2021, the Company and two of its officers are parties to two shareholder lawsuits:

Tchatchou v. India Globalization Capital, Inc., et al., Civil Action No. 8:18-cv-03396 (U.S. District Court for the District of Maryland). On November 2, 2018, IGC shareholder Alde-Binet Tchatchou instituted a shareholder class action complaint on behalf of himself and all others similarly situated in the United States District Court for the District of Maryland. On May 13, 2019, the plaintiff filed an amended complaint against IGC, Ram Mukunda, and Claudia Grimaldi, (collectively, the “Class Action Defendants”). The plaintiff alleges that the Class Action Defendants violated Section 10(b) of the Exchange Act, SEC Rule 10b-5, and Section 20(a) of the Exchange Act and made false and misleading statements to the public by issuing a September 25, 2018, press release entitled “IGC to Enter the Hemp/CBD-Infused Energy Drink Space” and related disclosures, in which IGC announced it had “executed a distribution and partnership agreement” for the sugar-free energy drink named Nitro G, as well as through related public statements. On February 28, 2019, all pending shareholder class actions were consolidated, and the Tchatchou litigation was designated as the lead case. Throughout the Tchatchou litigation, the Class Action Defendants have denied any and all liability and denied any violation of the law.

Harris-Carr v. India Globalization Capital, Inc., et al., Civil Action No. 8:18-cv-03408 (U.S. District Court for the District of Maryland). On November 2, 2018, IGC shareholder Gabe Harris-Carr instituted a shareholder class action complaint on behalf of himself and all others similarly situated in the United States District Court for the District of Maryland. IGC, Ram Mukunda, and Claudia Grimaldi were named as defendants. On February 28, 2019, all pending shareholder class actions, including the Harris-Carr litigation, were consolidated, and the Tchatchou litigation, described above, was designated as the lead case. On May 13, 2019, the plaintiff in the Tchatchou litigation filed an amended complaint, which becomes the operative complaint for the consolidated matter and supersedes the Harris-Carr complaint. Throughout the Harris-Carr litigation, the Class Action Defendants have denied any and all liability and denied any violation of the law.

On October 20, 2021, the plaintiffs and the Class Action Defendants executed a Stipulation and Agreement of Settlement to settle all pending shareholder litigation, including the Tchatchou and Harris-Carr matters described above, for a total payment of $1,000,000.00. The settlement is subject to final approval by the United States District Court for the District of Maryland (“Court”). A final settlement approval hearing has been scheduled for April 13, 2022 before the Court. Of the total settlement amount, $847,245.00 is to be paid by the Company’s insurer; the Company has created a provision for the remaining $152,755.00. On January 11, 2022, all settlement proceeds were transmitted to a third-party for administration of the settlement. The Company and the Class Action Defendants are represented by counsel in the litigation.

indiaglob20211231_10qimg002.jpg | December 31, 2021, Form 10-Q
34

Item 1A. Risk Factors

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

None.

 

igc_sm-logo1.jpg | September 30, 2022, Form 10-Q

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Item 6. Exhibits

 

Exhibit

 

Number

Exhibit Description

3.1

Amended and Restated Articles of Incorporation of the Registrant, as amended on August 1, 2012 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on August 6, 2012).

3.2

By-laws of the Registrant (incorporated by reference to Exhibit 3.2 to the Company’s Post-Effective Amendment No.1 to Form S-3 filed on January 22, 2021).

3.3

Amendment to the Amended and Restated Articles of Incorporation of the Registrant as amended on August 2, 2014 (incorporated by reference to Exhibit 3.3 to the Company’s Post-Effective Amendment No.1 to Form S-3 filed on January 22, 2021).

4.1

Description of Common Stock (incorporated by reference to prospectus supplement filed on Oct 2, 2018 to Prospectus effective May 11, 2018).

10.01

Employment Agreement, effective as of November 18, 2021, by and between India Globalization Capital Inc. and Mr. Ram Mukunda (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 19, 2021). 

10.02

Restricted Stock Unit Agreement with CEO Mr. Ram Mukunda (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-8 filed on December 23, 2021).

31.1*

Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer.

31.2*

Rule 13a-14(a) / 15d-14(a) Certification of Principal Financial Officer.

32.1**

Certifications pursuant to 18 U.S.C. §1350.

101.INS*

Inline XBRL Instance Document.

101.SCH*

Inline XBRL Taxonomy Extension Schema Document.

101.CAL*

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB*

Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE*

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

101.DEF*

Inline XBRL Taxonomy Extension Definition Linkbase Document.

104*

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

* Filed herewith.

** Furnished herewith.

 

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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 thereunto duly authorized.

 

 

INDIA GLOBALIZATION CAPITAL, INC.

 

 

 

Date: February 10,November 1, 2022

By:

/s/ Ram Mukunda

 

 

Ram Mukunda

 

 

President and Chief Executive Officer

(Principal Executive Officer)

 

 

 

Date: February 10,November 1, 2022

By:

/s/ Claudia Grimaldi

 

 

Claudia Grimaldi

 

 

Vice President

(Principal Financial Officer)

 

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igc_sm-logo1.jpg | December 31, 2021,September 30, 2022, Form 10-Q

3635
0001326205 2021-09-30 iso4217:USD xbrli:shares