UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 30, 2023
| | IGC PHARMA, INC. (Exact name of registrant as specified in charter) | |
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Maryland | 001-32830 | 20-2760393 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| | | |
| | 10024 Falls Road, Potomac, Maryland 20859 (Address of principal executive offices) (Zip Code) | |
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| | (301) 983-0998 (Registrant’s telephone number, including area code) | |
India Globalization Capital, Inc.
4336 Montgomery Ave., Bethesda, MD 20814
(Former Name or Former Address, if Changed since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| | ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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, $.0001 par value | IGC | NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1934 (§240.12b-2 of this chapter)
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. ☐
Item 1.01 | Entry into a Material Definitive Agreement |
On June 30, 2023, IGC Pharma, Inc. (“IGC” or the “Company”) entered into the 2023 Share Purchase Agreement (the “2023 SPA”) with certain investors relating to the sale and issuance by our company to the investors of an aggregate of 10,000,000 shares of our common stock, for a total purchase price of $3,000,000 or $0.30 per share, subject to the terms and subject to the conditions set forth in the Purchase Agreement. The investment is subject to customary closing conditions, including NYSE approval. The investor will receive restricted common shares of IGC stock. A form of the Purchase Agreement is attached as Exhibit 10.1. After giving effect to the purchase, we will have approximately 64,077,436 shares of common stock outstanding. The transaction was not registered under the Securities Act of 1933 in reliance on the exemption provided by Section 4(a)(2) thereof. As per the Purchase Agreement, the investor will receive piggyback registration rights subject to certain restrictions.
The Purchase Agreement contains certain representations, warranties, and covenants. In addition, both parties have agreed to indemnify each other for losses arising out of breaches of their respective representations, warranties, and covenants and for certain liabilities related to each party’s business, subject to customary limitations.
On July 6, 2023, we issued a press release announcing the closing of the offering. A copy of the press release is attached as Exhibit 99.1 hereto.
The foregoing description of the 2023 Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the exhibits hereto, which are incorporated by reference. Except for the historical information contained herein, this report contains forward-looking statements that involve risk and uncertainties, such as statements related to the anticipated closing of the offering. The risks and uncertainties involved include the risks detailed from time to time in our filings with the Securities and Exchange Commission, including our annual report on Form 10-K and quarterly reports on Form 10-Q. The shares were issued pursuant to the exemption contained under Section 4(2) of the Securities Act of 1933, as amended.
Item 3.02 | Unregistered Sales of Equity Securities |
If and when the shares are issued, they will be issued pursuant to the exemption contained under Section 4(2) of the Securities Act of 1933, as amended.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
* Certain schedules or similar attachments to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K.
The registrant hereby agrees to furnish supplementally to the Securities and Exchange Commission upon request a copy of any omitted schedule or attachment to this exhibit.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| IGC Pharma, Inc. | |
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Dated: July 6, 2023 | By: | /s/ Ram Mukunda | |
| | Name: Ram Mukunda | |
| | Title: CEO | |
0001326205 2023-06-30 2023-06-30
