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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): November 13, 2025

IGC PHARMA, INC.
(Exact name of registrant as specified
in charter)
| Maryland |
|
001-32830 |
|
20-2760393 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
10224 Falls Road,
Potomac,
Maryland 20854
(Address of principal executive offices)
(Zip Code)
(301)
983-0998
(Registrant’s telephone number,
including area code)
(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
2.01 Completion of Acquisition or Disposition of Assets.
As previously disclosed on
October 1, 2025, Holi Hemp LLC (the “Seller”), a wholly owned subsidiary of IGC Pharma, Inc. (the “Company”),
entered into a Sale of Assets and Manufacturing Agreement (the “Sale Agreement”), dated September 29, 2025, with Wellness
Essentials Northwest LLC (the “Buyer”) to sell certain equipment, inventory, and related operating assets of Seller’s
Vancouver, Washington facility for an agreed upon fair value of approximately $2.7 million for the transaction, subject to adjustment
based on completion of the auditor’s valuation review and the satisfaction of certain closing conditions.
On November 13, 2025, the
closing conditions were satisfied and the transactions under the Sale Agreement were consummated for a fair value of approximately $2.7
million.
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
(b) Pro Forma Financial Information
The unaudited pro forma condensed consolidated
balance sheet as of June 30, 2025, and the unaudited pro forma condensed consolidated statement of operations for the three months ended
June 30, 2025, reflecting the disposition described above are filed as Exhibit 99.1 and incorporated herein by reference.
| Exhibit No. |
|
Description |
| |
|
|
| 10.1 |
|
Sale of Assets and Manufacturing Agreement, dated September 29, 2025, between Holi Hemp LLC (d/b/a HH Processors) and Wellness Essentials Northwest Inc. (previously filed with the Original Report on October 1, 2025). |
| |
|
|
| 99.1 |
|
Unaudited Pro Forma Condensed Consolidated Financial Statements. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: November 14, 2025 |
By: |
/s/ Claudia Grimaldi |
| |
Name: |
Claudia Grimaldi |
| |
Title: |
Principal Financial Officer and
Vice President |