IGC Pharma sells promissory notes to FirstFire and Vanquish Funding for $307,000 and $207,000

IGC Pharma, Inc. (NYSE American: IGC) sold two promissory notes in April 2026, one to FirstFire Global Opportunities Fund, LLC for a purchase price of $307,000 and one to Vanquish Funding Group Inc. for $207,000. The company disclosed both in a Form 8-K filed April 20, 2026 under Items 1.01, 2.03 and 3.02. Ram Mukunda, its chief executive officer and president, signed the filing. IGC says it will use the proceeds for general working capital.

The two notes

The FirstFire note has a principal amount of $346,910, which includes an original issue discount of $39,910 over the $307,000 paid. It matures on April 10, 2027. The Vanquish note has a principal amount of $238,050, including an original issue discount of $31,050 over the $207,000 paid, and matures on March 30, 2027. Vanquish is a Virginia corporation. Each note carries a 12% interest rate. IGC may prepay either note in full with prior written notice.

The FirstFire note sets its interest as a one-time charge of 12% applied on the issue date, which comes to $41,629.20 on the principal. Any amount not paid when due bears default interest of 22% a year from the due date.

The repayment schedule

The FirstFire note calls for seven payments. The first is $194,270.00 on October 10, 2026. Five monthly payments of $32,378.00 follow, from November 10, 2026 to March 10, 2027. All remaining amounts are due on April 10, 2027. IGC has a five calendar day grace period for each payment. Missing a payment after that grace period is an event of default under the note.

The first payment is due about six months after the notes were signed, and it is larger than the five monthly payments that follow. The filing does not say how IGC plans to fund it.

Conversion rights and limits

The holders may convert the outstanding balance, including principal, interest and default amounts, into common stock only after an event of default, and only at their option. The conversion price is 75% of the lowest trading price in the ten trading days before the conversion date. The 8-K defines that trading price as the closing bid price reported by a service the holder designates.

Each holder is barred from converting if the conversion would give it more than 4.99% of IGC's outstanding common stock. That limit cannot be waived. IGC also cannot issue more than 19.99% of the shares outstanding on the date of each purchase agreement through conversions, unless shareholders approve the issue under NYSE American rules. The FirstFire purchase agreement reports 98,796,089 common shares outstanding, against 600,000,000 authorized.

Any shares issued on conversion would rely on the exemption in Section 4(a)(2) of the Securities Act of 1933 for transactions not involving a public offering.

Who is named

The 8-K and its exhibits name no placement agent, underwriter or law firm for either note. The only parties identified are IGC and the two holders.

The company's recent finances

The annual report for the fiscal year ended March 31, 2025, filed June 27, 2025, reports a net loss of $7.1 million for fiscal 2025, down from $13.0 million for fiscal 2024. It says IGC raised about $4.64 million in exchange for about 14.2 million shares through private placements and an at-the-market offering in fiscal 2025.

The report describes a $12 million working capital credit facility with O-Bank, Co., Ltd., a Taiwanese banking corporation that acts as administrative agent and lender. It says IGC has taken steps to extend its operational runway, including narrowing its focus to Life Sciences and limiting investment in non-core operations.

The 8-K does not give IGC's cash balance at the time of the notes, so the notes cannot be measured against the company's cash. Under the FirstFire schedule, the company owes $194,270.00 in October 2026 alone, and the holders can convert after a default at a discount to the market price.

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