IGC Pharma issues two high-interest promissory notes

IGC Pharma entered into two securities purchase agreements, issuing promissory notes to FirstFire Global Opportunities Fund and Vanquish Funding Group to raise cash for general working capital.

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Filing Sentiment

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Form Type

8-K

Rhea-AI Filing Summary

IGC Pharma entered into two securities purchase agreements, issuing promissory notes to FirstFire Global Opportunities Fund and Vanquish Funding Group to raise cash for general working capital. The FirstFire note has a principal of $346,910 (including original issue discount) and matures on April 10, 2027, while the VFG note has a principal of $238,050 and matures on March 30, 2027.

Both notes carry a 12% interest rate and may be prepaid in full with notice. If an Event of Default occurs and continues, each holder may convert amounts outstanding into common stock at a price equal to 75% of the lowest trading price over the prior ten trading days, subject to a 4.99% beneficial ownership limit and an overall 19.99% Conversion Cap unless shareholders approve more under NYSE American rules.

Insights

IGC adds high‑coupon, default‑triggered convertible debt with capped dilution.

IGC Pharma has taken on two promissory notes totaling significant new debt, with principals of $346,910 and $238,050. Both bear a relatively high 12% interest rate and include original issue discounts, increasing the effective cost of capital while providing near‑term working capital.

Conversion to equity is only allowed upon an Event of Default, at a 25% discount to the lowest trading price over ten days. This structure shifts risk toward shareholders if the company encounters distress, but includes a 4.99% beneficial ownership cap and a 19.99% Conversion Cap tied to NYSE American rules.

The arrangements moderately increase financial leverage and potential dilution in downside scenarios. Impact will depend on IGC’s ability to service the 12% notes through the maturities on March 30, 2027 and April 10, 2027 without triggering default‑driven conversions.

8-K Event Classification

4 items: 1.01, 2.03, 3.02, 9.01

4 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

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

FirstFire note principal: $346,910 FirstFire original issue discount: $39,910 FirstFire purchase price: $307,000 +5 more

8 metrics

FirstFire note principal $346,910 Aggregate principal amount of promissory note to FirstFire

FirstFire original issue discount $39,910 Discount included in FirstFire note principal

FirstFire purchase price $307,000 Cash paid by FirstFire for its note

VFG note principal $238,050 Aggregate principal amount of promissory note to VFG

VFG original issue discount $31,050 Discount included in VFG note principal

VFG purchase price $207,000 Cash paid by VFG for its note

Interest rate on notes 12% Stated annual interest on both promissory notes

Conversion discount 75% of lowest 10-day trading price Conversion price formula upon Event of Default

Key Terms

original issue discount, Event of Default, Conversion Shares, beneficially own, +2 more

6 terms

original issue discount financial

"a total aggregate principal amount of $346,910, which includes an original issue discount of $39,910"

Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.

Event of Default financial

"Solely upon the occurrence and continuation of an Event of Default under each of the Notes"

An event of default is a specific breach of a loan or bond agreement—such as missed payments or breaking agreed rules—that gives lenders the legal right to act, for example by demanding immediate repayment, seizing collateral, or accelerating other obligations. For investors, it’s a red flag because it can sharply reduce a company’s ability to operate or raise money, like a car lender repossessing a vehicle after missed payments, and often leads to falling share or bond prices.

Conversion Shares financial

"convert all or any portion of the outstanding balance of its respective Note ... into shares (the “Conversion Shares”)"

beneficially own financial

"would beneficially own more than 4.99% of the outstanding shares of Common Stock"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

Conversion Cap financial

"shall not issue shares of Common Stock upon conversion of either Note in excess of 19.99% ... (the “Conversion Cap”)"

A conversion cap is a limit written into a convertible security (like a note or SAFE) that fixes the maximum company valuation used when that investment converts into equity, so the investor receives shares as if the company were worth no more than that cap. It matters to investors because it protects early backers from being diluted if the company later raises money at a high valuation, effectively acting like a coupon that guarantees a better share price and a clearer sense of potential ownership and return.

Section 4(a)(2) regulatory

"issued pursuant to the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2)"

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.

FAQ

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

What new financing did IGC (IGC) enter into with FirstFire Global Opportunities Fund?

IGC Pharma issued a promissory note to FirstFire with a principal of $346,910, including an original issue discount of $39,910, for a purchase price of $307,000. The note bears 12% interest and matures on April 10, 2027, supporting general working capital.

What are the key terms of IGC (IGC) promissory note with Vanquish Funding Group?

IGC issued a promissory note to Vanquish Funding Group with a principal of $238,050, including a $31,050 original issue discount, for a purchase price of $207,000. The note carries 12% interest and matures on March 30, 2027, and may be prepaid in full with notice.

When can the IGC (IGC) notes convert into common stock and at what price?

Conversion is allowed solely upon the occurrence and continuation of an Event of Default. Each holder may then convert outstanding balances into common stock at a price equal to 75% of the lowest trading price over the ten trading days immediately before the conversion date.

What ownership and exchange limits apply to IGC (IGC) note conversions?

Each holder is barred from converting if it and its affiliates would then beneficially own more than 4.99% of IGC’s outstanding common stock. Additionally, total conversion issuances cannot exceed 19.99% of shares outstanding on the agreement date without shareholder approval under NYSE American rules.

How does IGC (IGC) plan to use the proceeds from these promissory notes?

IGC Pharma states it intends to use the cash proceeds from the FirstFire and Vanquish Funding Group notes for general working capital purposes. This typically covers operating expenses, development activities, and day‑to‑day corporate needs rather than a specific acquisition or project.

Are IGC (IGC) conversion shares registered with the SEC or issued under an exemption?

Any conversion shares issued upon note conversion will rely on the Section 4(a)(2) exemption from Securities Act registration. This exemption applies because the conversions are structured as transactions not involving a public offering, rather than registered public share sales.

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

Understanding 8-K Material Events →

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Accepted by SEC EDGAR 04/20/2026 - 04:01 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): April 14, 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)

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 April 10, 2026, IGC Pharma, Inc. (“IGC” or the “Company”) executed a Securities Purchase Agreement (the “Purchase Agreement”) with FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (the “FirstFire” or the “Holder”). The execution and delivery of the Purchase Agreement and the related Promissory Note were completed on April 14, 2026. Pursuant to the terms of the Purchase Agreement, the Company issued a Promissory Note (the “Note”) to FirstFire with a total aggregate principal amount of $346,910, which includes an original issue discount of $39,910. The aggregate purchase price paid by FirstFire for the Note is $307,000. The Note matures on April 10, 2027 (the “Maturity Date”). The Company may prepay the Note in full at any time by providing FirstFire with prior written notice.

In addition to it, IGC Pharma, Inc. (“IGC” or the “Company”) executed a Securities Purchase Agreement (the “Purchase Agreement”) with Vanquish Funding Group Inc., a Virginia corporation (“VFG” or the “Holder”). Pursuant to the terms of the Purchase Agreement, the Company issued a Promissory Note (the “Note”) to VFG with a total aggregate principal amount of $238,050, which includes an original issue discount of $31,050. The aggregate purchase price paid by VFG for the Note is $207,000. The Note matures on March 30, 2027 (the “Maturity Date”). The Company may prepay the Note in full at any time by providing VFG with prior written notice.

Solely upon the occurrence and continuation of an Event of Default under each of the Notes, each of VFG and FirstFire has the right, but not the obligation, to convert all or any portion of the outstanding balance of its respective Note — including principal, accrued interest, and any applicable default amounts — into shares (the “Conversion Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”). The conversion price for the Conversion Shares shall be equal to 75% of the lowest trading price of the Common Stock during the ten (10) trading days immediately preceding the applicable conversion date. “Trading Price” means the closing bid price of the Common Stock as reported by a reliable reporting service designated by the applicable holder.

Each VFG and FirstFire has 12% interest rate and is prohibited from converting any portion of their respective Notes to the extent that, after giving effect to such conversion, each of the holders with their respective affiliates would beneficially own more than 4.99% of the outstanding shares of Common Stock. This 4.99% beneficial ownership limitation may not be waived. In addition, the Company shall not issue shares of Common Stock upon conversion of either Note in excess of 19.99% of the shares of Common Stock outstanding as of the respective date of each Purchase Agreement (the “Conversion Cap”), unless shareholder approval is obtained in accordance with applicable NYSE American rules.

The Company intends to use the proceeds from the Notes for general working capital purposes.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 above is incorporated by reference into this Item 3.02.

Any Conversion Shares issuable upon conversion of the Note will be issued pursuant to the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof, as a transaction not involving a public offering.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Securities Purchase Agreement, dated April 10, 2026, by and between IGC Pharma, Inc. and FirstFire Global Opportunities Fund, LLC.
10.2		Promissory Note, dated April 10, 2026, issued by IGC Pharma, Inc. to FirstFire Global Opportunities Fund, LLC in the aggregate principal amount of $346,910.
10.3		Securities Purchase Agreement, by and between IGC Pharma, Inc. and Vanquish Funding Group Inc.
10.4		Promissory Note, issued by IGC Pharma, Inc. to Vanquish Funding Group Inc. in the aggregate principal amount of $238,050.
104		Cover Page Interactive Data File (formatted as 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: April 20, 2026	By:	/s/ Ram Mukunda
	Name:	Ram Mukunda
	Title:	Chief Executive Officer and President

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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IGC Pharma issues two high-interest promissory notes

Rhea-AI Filing Summary