IGC Pharma (NYSE: IGC) sells Holi Hemp assets in $2.7M agreement
Rhea-AI Filing Summary
IGC Pharma, Inc. reported that its wholly owned subsidiary Holi Hemp LLC, doing business as HH Processors, entered into a Sale of Assets and Manufacturing Agreement with Wellness Essentials Northwest Inc. The Buyer will acquire equipment, inventory, and a ready-to-move facility and assume employee, utility, lease, and other operating obligations.
The parties agreed on a fair value of approximately $2.7 million, subject to an auditor’s valuation review. Holi Hemp will receive preferential supply rights, and if the Buyer disposes of the operating business within five years, Holi Hemp is entitled to 10% of the net proceeds from that sale, all subject to customary closing conditions and internal approvals.
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Insights
IGC Pharma’s subsidiary is divesting operating assets in a structured $2.7 million deal with future upside rights.
The transaction moves equipment, inventory, and a ready-to-move facility of Holi Hemp LLC to Wellness Essentials Northwest Inc., with the Buyer taking over employees, utilities, lease obligations, and other operating expenses. The agreed fair value is approximately $2.7 million, pending an auditor’s valuation review.
Beyond the initial consideration, Holi Hemp retains economic ties through preferential supply rights and a contingent interest. If the Buyer sells the operating business within five years of the agreement date, Holi Hemp is entitled to 10% of the net proceeds from that sale. Completion depends on customary closing conditions and internal corporate approvals.
8-K Event Classification
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Item 1.01 Entry into a Material Definitive Agreement
On September 29, 2025, Holi Hemp LLC, dba HH Processors, a Maryland limited liability company (the “Seller”), and wholly owned subsidiary of IGC Pharma, Inc. (the “Company”), entered into a Sale of Assets and Manufacturing Agreement (the “Sale Agreement”), whereby Wellness Essentials Northwest Inc., a Washington corporation (“Buyer”) agreed to purchase equipment, inventory, and the ready-to-move facility of Seller and assumed the operational responsibilities for employees, utilities, lease obligations and other operating expenses, subject to the satisfaction of certain closing conditions. The parties agreed on a fair value of approximately $2.7 million for the transaction, which may be adjusted based on completion of the auditor’s valuation review.
The Buyer agreed to provide the Seller with certain preferential supply rights as set forth in the Sale Agreement. In the event that Buyer sells, transfers, or otherwise disposes of the operating business to a third party within a five-year period from the date of the Sale Agreement, Seller shall be entitled to receive 10% of the net proceeds received from Buyer in such sale. The obligations of the parties under the Agreement are subject to customary closing conditions, including receipt of internal corporate approvals and completion of the auditor’s valuation review.
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
(d)
| Exhibit No. | Description | |
| 10.1 | Sale of Assets and Manufacturing Agreement, dated September 29, 2025, by and between Holi Hemp LLC and Wellness Northwest Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
The exhibits listed in the following Exhibit Index are filed as part of this current report.
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: October 1, 2025 | By: | /s/ Claudia Grimaldi | |
| Name: | Claudia Grimaldi | ||
| Title: | Principal Financial Officer and Vice President | ||
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FAQ
What transaction did IGC (IGC Pharma, Inc.) disclose in this 8-K?
IGC disclosed that subsidiary Holi Hemp LLC entered into a Sale of Assets and Manufacturing Agreement with Wellness Essentials Northwest Inc. The deal covers equipment, inventory, and a ready-to-move facility, with the Buyer also assuming various operating obligations associated with the business.
What assets of Holi Hemp LLC are being sold by IGC Pharma (IGC)?
The Buyer agreed to purchase Holi Hemp’s equipment, inventory, and a ready-to-move facility. In addition, Wellness Essentials Northwest Inc. will assume operational responsibilities, including employees, utilities, lease obligations, and other operating expenses tied to these assets and related activities.
What is the agreed value of the Holi Hemp asset sale by IGC (IGC)?
The parties agreed on a fair value of approximately $2.7 million for the Holi Hemp asset transaction. This amount may be adjusted after completion of the auditor’s valuation review, which is one of the customary conditions required before the transaction can close.
What ongoing rights does IGC’s Holi Hemp retain after the asset sale?
Holi Hemp will receive certain preferential supply rights from the Buyer, as detailed in the agreement. It is also entitled to 10% of the net proceeds if the Buyer sells, transfers, or otherwise disposes of the operating business within five years of the Sale Agreement date.
What contingent consideration could IGC (IGC) receive if the Buyer resells the business?
If Wellness Essentials Northwest Inc. sells, transfers, or otherwise disposes of the operating business within five years, Holi Hemp is entitled to 10% of the net proceeds from that sale. This creates a potential additional economic benefit beyond the initial agreed fair value.
What conditions must be satisfied before IGC’s Holi Hemp asset sale can close?
The obligations of both parties are subject to customary closing conditions. These include receipt of internal corporate approvals and completion of the auditor’s valuation review, which may result in adjustments to the approximately $2.7 million agreed fair value of the transaction.