IGC Pharma (NYSE American: IGC) plans $234K registered stock sale
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
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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). |
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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 | |
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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
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
What legal opinion supports the validity of IGC Pharma’s new share issuance?
Olshan Frome Wolosky LLP, counsel to IGC Pharma, issued a legal opinion regarding the legality of the issuance and sale of the common stock, which is filed as Exhibit 5.1 along with a related consent in Exhibit 23.1.
What key agreements related to the IGC Pharma (IGC) offering are filed as exhibits?
The filing includes the Subscription Agreement among the Company and the Investors as Exhibit 10.1, the legal opinion of Olshan Frome Wolosky LLP as Exhibit 5.1, the related consent as Exhibit 23.1, and the cover page interactive data file as Exhibit 104.
