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[8-K] IGC Pharma, Inc. Reports Material Event

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K
Rhea-AI Filing Summary

IGC Pharma completed the previously announced sale of certain equipment, inventory, and operating assets from its Holi Hemp LLC Vancouver, Washington facility. The transactions under the Sale of Assets and Manufacturing Agreement with Wellness Essentials Northwest LLC were consummated on November 13, 2025 for a fair value of approximately $2.7 million, following satisfaction of closing conditions.

The company filed unaudited pro forma condensed consolidated financial statements reflecting this disposition, including a balance sheet as of June 30, 2025 and a statement of operations for the three months ended June 30, 2025. The agreement is available as an exhibit, providing detailed terms of the asset sale and manufacturing arrangements.

Positive
  • None.
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  • None.

Insights

IGC Pharma closed a ~$2.7M asset sale; pro formas filed.

IGC Pharma finalized the sale of specific equipment, inventory, and operating assets tied to its Holi Hemp LLC Vancouver facility to Wellness Essentials Northwest. The filing cites a fair value of approximately $2.7 million, with closing on November 13, 2025 after satisfying conditions.

Operationally, this is a targeted disposition rather than a whole‑business sale. The company also provided unaudited pro forma statements as of June 30, 2025, which help illustrate how the removal of these assets and related operations might affect historical balance sheet and quarterly results.

The impact depends on the relative size of the divested assets and any ongoing manufacturing arrangements outlined in the agreement. Subsequent filings may provide additional clarity on post‑sale operations and financial effects.

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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).

 

1

 

 

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

 

2

 

FAQ

What transaction did IGC (IGC) complete?

IGC completed the sale of certain equipment, inventory, and operating assets from its Holi Hemp LLC Vancouver, Washington facility.

What was the consideration for the IGC asset sale?

The transactions were consummated for a fair value of approximately $2.7 million.

Who is the buyer in IGC’s asset sale?

The buyer is Wellness Essentials Northwest LLC.

When did IGC close the asset sale?

The closing occurred on November 13, 2025, after satisfying closing conditions.

Did IGC provide pro forma financial information?

Yes. Unaudited pro forma condensed consolidated statements as of and for the three months ended June 30, 2025 were filed.

Where can I find the agreement details for IGC’s sale?

The Sale of Assets and Manufacturing Agreement, dated September 29, 2025, is filed as Exhibit 10.1.
IGC Pharma Inc

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Biotechnology
Pharmaceutical Preparations
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United States
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