IGC Pharma swaps $1,154,210 debt for shares

IGC Pharma, Inc. entered into stock purchase agreements with its CEO Ram Mukunda and PFO Claudia Grimaldi, converting company payables into equity.

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Form Type

8-K

Rhea-AI Filing Summary

IGC Pharma, Inc. entered into stock purchase agreements with its CEO Ram Mukunda and PFO Claudia Grimaldi, converting company payables into equity. The executives bought common stock at $0.27 per share, paid for by cancelling amounts the company owed them, including prior personal cash advances.

The company issued 2,226,475 shares to Mr. Mukunda in exchange for $601,148 of obligations and 2,048,378 shares to Ms. Grimaldi for $553,062. In total, $1,154,210 of outstanding obligations were eliminated with a corresponding increase in stockholders’ equity, and no cash left the company. The transactions were approved by independent directors and relied on a private-offering exemption under securities laws, with the new shares issued as restricted securities.

Insights

IGC converts insider debt to equity, easing obligations without cash use.

IGC Pharma arranged related-party stock purchases where the CEO and PFO exchanged amounts the company owed them, including personal cash advances, for new common shares at $0.27 per share. This eliminates short-term obligations and boosts equity while preserving cash.

The company issued 2,226,475 shares to Ram Mukunda for $601,148 of obligations and 2,048,378 shares to Claudia Grimaldi for $553,062, reducing payables by a total of $1,154,210. Independent directors and the Audit Committee pre-approved the transactions, which were structured as private, unregistered issuances under Section 4(a)(2).

The new shares are restricted, with any resale constrained by Rule 144, Section 16, insider trading policies, and exchange rules. Subsequent disclosures may detail how this debt-for-equity swap interacts with overall share count and future capital needs.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Share price in insider purchase: $0.27 per share Shares issued to CEO: 2,226,475 shares Obligations cancelled to CEO: $601,148 +5 more

8 metrics

Share price in insider purchase $0.27 per share Common stock purchase price in executive stock agreements

Shares issued to CEO 2,226,475 shares Common stock issued to Ram Mukunda

Obligations cancelled to CEO $601,148 Company amounts owed to CEO exchanged for shares

Shares issued to PFO 2,048,378 shares Common stock issued to Claudia Grimaldi

Obligations cancelled to PFO $553,062 Company amounts owed to PFO exchanged for shares

Total obligations reduced $1,154,210 Aggregate company obligations eliminated via stock issuances

CEO cash advances portion $283,639 Approximate personal cash advances included in CEO amount

PFO cash advances portion $268,723 Approximate personal cash advances included in PFO amount

Key Terms

Material Definitive Agreement, Section 4(a)(2), restricted securities, Rule 144, +2 more

6 terms

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement On June 30, 2026"

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Section 4(a)(2) regulatory

"issued in private transactions in reliance on Section 4(a)(2) of the Securities Act"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

restricted securities regulatory

"The shares are restricted securities and may not be offered or sold absent registration"

Restricted securities are shares or other investment instruments that come with legal or contractual limits on when and how they can be sold, like stock given to founders or bought in a private offering. Think of them as assets in a locked box that can’t be freely traded until certain conditions — such as a waiting period, company registration, or specific approvals — are met. For investors this matters because restricted securities are less liquid and can affect timing, price, and perceived value when they eventually enter the market.

Rule 144 regulatory

"or an available exemption from registration, including Rule 144."

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

Section 16 regulatory

"Any resale by Mr. Mukunda or Ms. Grimaldi will remain subject to applicable securities law restrictions, Section 16"

Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

insider trading policy regulatory

"subject to applicable securities law restrictions, Section 16 of the Securities Exchange Act of 1934, the Company’s insider trading policy"

A written set of rules that tells employees, executives and board members what information they may not use to buy or sell a company's stock and when trading is allowed. Think of it as a playbook or house rules that prevent people with secret knowledge from getting an unfair advantage; it matters to investors because it helps protect fair markets, preserves trust in management, and reduces the risk of legal penalties that can hurt a company’s value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction did IGC (IGC) disclose in this 8-K filing?

IGC Pharma disclosed stock purchase agreements where its CEO and PFO acquired newly issued common shares at $0.27 per share, cancelling company obligations owed to them and converting that insider debt into equity without cash leaving the company.

How many IGC (IGC) shares were issued to the CEO and PFO?

The company issued 2,226,475 common shares to CEO Ram Mukunda and 2,048,378 shares to PFO Claudia Grimaldi. These issuances correspond to cancelling specific amounts owed by IGC to each executive under the stock purchase agreements dated June 30, 2026.

How much company debt was converted to equity in IGC’s transaction?

IGC Pharma reduced outstanding obligations by $1,154,210 through these insider stock purchases. This includes $601,148 owed to the CEO and $553,062 owed to the PFO, with a corresponding increase in stockholders’ equity and no cash payments by the company.

At what price were the new IGC (IGC) shares issued to executives?

The new common shares were issued at a purchase price of $0.27 per share. That price was used to determine how many shares each executive received in exchange for cancelling the specific dollar amounts the company owed them under the stock purchase agreements.

Were the IGC shares issued to executives registered or restricted?

The shares were issued as restricted securities in private transactions relying on Section 4(a)(2) of the Securities Act. They cannot be offered or sold publicly without registration or an exemption, and any resale remains subject to Rule 144 and other securities law restrictions.

Who approved IGC’s insider stock purchase agreements?

The transactions were approved in advance by IGC Pharma’s independent directors and its Audit Committee. Interested directors were recused, and the structure was designed to comply with Rule 16b-3 under the Exchange Act, which governs certain insider transactions in issuer equity securities.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/06/2026 - 04:02 PM

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): June 30, 2026

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 1.01 Entry into a Material Definitive Agreement

On June 30, 2026, IGC Pharma, Inc. (the “Company”) entered into separate Stock Purchase Agreements with Ram Mukunda, the Company’s Chief Executive Officer (“CEO”), and Claudia Grimaldi, the Company’s Vice President and Principal Financial Officer (“PFO”), pursuant to which Mr. Mukunda and Ms. Grimaldi purchased shares of the Company’s common stock, par value $0.0001 per share, directly from the Company at a purchase price of $0.27 per share. The purchase price was satisfied through the cancellation and satisfaction of outstanding amounts owed by the Company to each of them, including personal cash advances previously provided to the Company and other amounts deferred over multiple years.

The Company issued 2,226,475 shares of common stock to Mr. Mukunda in exchange for the cancellation and satisfaction of $601,148 of outstanding amounts owed to him, including about $283,639 of personal cash advances previously provided to the Company. The Company issued 2,048,378 shares of common stock to Ms. Grimaldi in exchange for the cancellation and satisfaction of $553,062 of outstanding amounts owed to her, including about $268,723 of personal cash advances previously provided to the Company.

The transactions were approved in advance by the independent directors and the Audit Committee, with the interested directors recused, including for purposes of Rule 16b-3 under the Securities Exchange Act of 1934.

The transactions did not involve any cash payments by the Company and reduced the Company’s outstanding obligations by $1,154,210, with a corresponding increase in stockholders’ equity.

The foregoing description of the Stock Purchase Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Stock Purchase Agreement, filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 is incorporated herein by reference. The shares of common stock were issued in private transactions in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended, as transactions by an issuer not involving any public offering. The recipients are executive officers of the Company and acquired the shares for investment purposes. No general solicitation was used, and no underwriting discounts or commissions were paid. The shares are restricted securities and may not be offered or sold absent registration under the Securities Act or an available exemption from registration, including Rule 144. Any resale by Mr. Mukunda or Ms. Grimaldi will remain subject to applicable securities law restrictions, Section 16 of the Securities Exchange Act of 1934, the Company’s insider trading policy, and applicable NYSE American rules.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Form of Stock Purchase Agreement, dated June 30, 2026, by and between IGC Pharma, Inc. and each of Ram Mukunda and Claudia Grimaldi.
104		Cover Page Interactive Data File, formatted in Inline XBRL

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: July 6, 2026
	By:	/s/ Ram Mukunda
		Name:	Ram Mukunda
		Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 EXHIBIT 10.1 20.3 KB

IGC Pharma swaps $1,154,210 debt for shares

Rhea-AI Filing Summary