UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement
On September 29, 2025, Holi Hemp LLC, dba HH Processors, a Maryland limited liability company (the “Seller”), and wholly owned subsidiary of IGC Pharma, Inc. (the “Company”), entered into a Sale of Assets and Manufacturing Agreement (the “Sale Agreement”), whereby Wellness Essentials Northwest Inc., a Washington corporation (“Buyer”) agreed to purchase equipment, inventory, and the ready-to-move facility of Seller and assumed the operational responsibilities for employees, utilities, lease obligations and other operating expenses, subject to the satisfaction of certain closing conditions. The parties agreed on a fair value of approximately $2.7 million for the transaction, which may be adjusted based on completion of the auditor’s valuation review.
The Buyer agreed to provide the Seller with certain preferential supply rights as set forth in the Sale Agreement. In the event that Buyer sells, transfers, or otherwise disposes of the operating business to a third party within a five-year period from the date of the Sale Agreement, Seller shall be entitled to receive 10% of the net proceeds received from Buyer in such sale. The obligations of the parties under the Agreement are subject to customary closing conditions, including receipt of internal corporate approvals and completion of the auditor’s valuation review.
The foregoing description of the Sale Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the Sale Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d)
| Exhibit No. | Description | |
| 10.1 | Sale of Assets and Manufacturing Agreement, dated September 29, 2025, by and between Holi Hemp LLC and Wellness Northwest Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
The exhibits listed in the following Exhibit Index are filed as part of this current report.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| IGC PHARMA, INC. | |||
| Dated: October 1, 2025 | By: | /s/ Claudia Grimaldi | |
| Name: | Claudia Grimaldi | ||
| Title: | Principal Financial Officer and Vice President | ||
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