IGC Pharma raises $234K in registered direct stock offering
Rhea-AI Filing Summary
IGC Pharma, Inc. entered into a Subscription Agreement for a registered direct offering of 779,997 shares of common stock at $0.30 per share, for gross proceeds of approximately $234 thousand before expenses. The offering is being made under an effective Form S-3 shelf registration statement and a related prospectus supplement dated January 5, 2026. Closing is expected to occur on or about January 5, 2026, subject to customary closing conditions. IGC plans to use the net proceeds for working capital and general corporate purposes, including funding clinical development programs, research and development activities, and other business initiatives.
Positive
- None.
Negative
- None.
8-K Event Classification
FAQ
What capital raise did IGC Pharma (IGC) disclose in this 8-K?
IGC Pharma disclosed a registered direct offering of 779,997 shares of its common stock at $0.30 per share, for gross proceeds of approximately $234 thousand before offering expenses.
How will IGC Pharma (IGC) use the proceeds from the new stock offering?
IGC Pharma intends to use the net proceeds for working capital and general corporate purposes, including funding its clinical development programs, research and development activities, and other business initiatives.
Under what registration statement is IGC Pharma (IGC) conducting this stock offering?
The offering is being conducted under an effective shelf registration statement on Form S-3 (File No. 333-276330), which was previously filed with and declared effective by the SEC, together with a prospectus supplement dated January 5, 2026.
When is the IGC Pharma (IGC) offering expected to close?
The closing of the offering is expected to occur on or about January 5, 2026, subject to satisfaction of customary closing conditions.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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):
(Exact name of registrant as specified in charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(
(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 | ||
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 January 5, 2026, IGC Pharma, Inc. (“IGC” or the “Company”) entered into a Subscription Agreement (the “2025 Subscription Agreement”) with certain investors named therein (collectively, the “Investors”), pursuant to which the Company agreed to issue and sell to the Investors, in a registered direct offering (the “Offering”), an aggregate of 779,997 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a purchase price of $0.30 per share, for gross proceeds of approximately $234 thousand, before deducting the Company’s estimated offering expenses.
The Offering is being made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-276330), previously filed with the U.S. Securities and Exchange Commission (the “SEC”) and declared effective by the SEC on January 8, 2024, and a prospectus supplement related to the Offering, dated January 5, 2026, filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended.
The closing of the Offering is expected to occur on or about January 5, 2026, subject to satisfaction of customary closing conditions.
The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes, including funding its clinical development programs, research and development activities, and other business initiatives.
Olshan Frome Wolosky LLP, counsel to the Company, has issued a legal opinion relating to the legality of the issuance and the sale of the Common Stock. A copy of such legal opinion, including the consent included therein, is attached as Exhibit 5.1 hereto.
The foregoing description of the 2025 SA does not purport to be complete, and it is qualified in its entirety by reference to the full text of the 2025 Subscription Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 5.1 | Opinion of Olshan Frome Wolosky LLP. | |
| 10.1 | Subscription Agreement, among the Company and the Investors. | |
| 23.1 | Consent of Olshan Frome Wolosky LLP (contained in Exhibit 5.1 above). | |
| 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: January 5, 2026 | By: | /s/ Claudia Grimaldi |
| Name: | Claudia Grimaldi | |
| Title: | Principal Financial Officer and Vice President | |
2