UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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Emerging growth company
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Item 1.01 |
Entry into a Material Definitive Agreement |
On March 22, 2024, IGC Pharma, Inc. (“IGC” or the “Company”) entered into the 2024 Share Purchase Agreement (the “2024 SPA”) with Bradbury Asset Management (Hong Kong) Limited (“Bradbury”) relating to the sale and issuance by our company to the investors of an aggregate of 8,823,529 shares of our common stock, for a total purchase price of $3,000,000 or $0.34 per share, subject to the terms and subject to the conditions set forth in the 2024 SPA. The investment is subject to customary closing conditions, including NYSE approval. The investor will receive unregistered shares of IGC common stock. The 2024 SPA is attached as Exhibit 10.1. After giving effect to the purchase, we will have approximately 75,365,061 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 2024 SPA, 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.
The foregoing description of the 2024 Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.1 hereto, which is 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.
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Item 3.02 |
Unregistered Sales of Equity Securities |
The disclosure set forth in Item 1.01 is incorporated herein by reference.
If and when the shares are issued, they will be issued pursuant to the exemption contained under Section 4(a)(2) of the Securities Act of 1933, as amended.
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Item 8.01. |
Other Events. |
On March 26, 2024, we issued a press release announcing the investment by Bradbury. A copy of the press release is attached as Exhibit 99.1 hereto.
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Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit No. |
Description |
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10.1* |
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99.1 |
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104 |
Cover Page Interactive Data File (formatted as Inline XBRL). |
* 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.
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IGC Pharma, Inc. |
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Dated: March 26, 2024 |
By: |
/s/ Ram Mukunda |
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Name: Ram Mukunda |
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Title: CEO |
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