IGC Pharma agrees to sell 779,997 shares at $0.30 in direct offering

IGC Pharma, Inc. agreed on January 5, 2026 to sell 779,997 shares of common stock to certain investors at $0.30 per share in a registered direct offering. The 8-K calls the buyers the Investors and says they are named in the subscription agreement. The stock trades on the NYSE American as IGC. The last reported sale price was $0.29 on January 2, 2026.

Terms and what the company receives

The shares are sold directly to investors under an existing shelf registration, No. 333-276330, with a prospectus dated January 8, 2024. The prospectus supplement says the offering has no placement agent or underwriter, and that IGC pays no underwriting discounts or commissions. Proceeds to the company before expenses are about $234,000, and the company estimates total expenses at about $2,500. The shares were expected to be delivered on or about January 5, 2026.

The 8-K says the proceeds will go to working capital and general corporate purposes, including funding clinical development programs and research and development. The prospectus supplement gives a longer list. It names clinical trials, AI capabilities, research and development, facilities, marketing and advertising, possible acquisitions, and investments in mutual funds, treasury bonds, digital assets and other asset classes. The supplement says management will have broad discretion over how the money is spent.

The prospectus also reports the public float. The market value of shares held by non-affiliates was about $22,624,644 at $0.30 per share on December 29, 2025, based on 75,415,481 non-affiliate shares out of 95,038,026 outstanding. Under General Instruction I.B.6 of Form S-3, IGC cannot sell more than one-third of its public float in any 12-month period while the float stays below $75,000,000. In the previous 12 calendar months, it had sold 13,092,212 shares under that rule. After this sale, 95,818,023 shares would be outstanding.

Who is named, and who is not

The prospectus supplement and the 8-K name no placement agent, underwriter or financial advisor for this offering. The offering is direct to investors, so no bank or broker is paid a fee for placing the shares.

Olshan Frome Wolosky LLP, of New York, is counsel to IGC. It issued the legal opinion on the legality of the issuance and sale of the shares, which the 8-K files as Exhibit 5.1. The 8-K does not name counsel for the investors.

Cash position and the business

The financial data in the 10-K and later 10-Q show a net loss of $7.1 million for the fiscal year ended March 31, 2025, down from $13.0 million for the year before. Cash used in operations was $4.8 million in fiscal 2025, against $5.2 million in fiscal 2024. Year-end cash and cash equivalents were $405,000 at March 31, 2025, against $1.2 million a year earlier. Short-term investments were $0 at March 31, 2025. Fiscal 2024 research and development expense was $3.8 million.

The gross proceeds of about $234,000 are below the year-end cash balance, and far smaller than the fiscal 2025 cash used in operations. The 8-K gives no later cash balance, and it does not say how long the proceeds would last at the current spending rate.

In its 10-K, IGC describes its mission as improving the lives of people affected by Alzheimer's disease. Its lead drug candidate, IGC-AD1, is in a Phase 2 trial for agitation in Alzheimer's patients. The company says it is also investing in an early-stage pipeline and in AI models meant to find early markers of the disease. The 8-K names clinical development and research as uses for the money, but it gives no dates for any trial result and no estimate of cash needs.

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