IGC Pharma (NYSE: IGC) raises cash via discounted note and $219,000 loan

Rhea-AI Filing Summary

IGC Pharma, Inc. entered into new financing arrangements, including a promissory note with Vanquish Funding Group Inc. for a total principal of $353,050, reflecting an original issue discount of $46,050 on a cash purchase price of $307,000. The note matures on February 28, 2027 and can be prepaid at any time with notice. If an event of default occurs and continues, Vanquish may convert the outstanding balance into common shares at 75% of the lowest trading price over the prior 10 trading days, subject to a 4.99% beneficial ownership cap and a 19.99% conversion cap absent shareholder approval. IGC also obtained approximately $219,000 in additional financing through a loan agreement with One Deck Capital, Inc. Both financings are intended for general working capital and other corporate purposes.

Insights

Capital structure and credit analyst

IGC adds higher-cost, covenant‑limited debt to fund working capital.

IGC Pharma is raising liquidity through a discounted promissory note of $353,050 in principal (for $307,000 cash) and an additional One Deck loan of about $219,000. Proceeds are earmarked for general working capital and broader corporate needs.

The Vanquish note is only convertible upon an ongoing event of default, with a 25% discount to the lowest trading price over 10 days. This structure introduces potential downside dilution in stressed scenarios, moderated by a 4.99% beneficial ownership limit and a 19.99% exchange‑related cap.

The new obligations mature or amortize under defined schedules, with the Vanquish note due on February 28, 2027. Actual impact on shareholders depends on IGC’s ability to service and potentially prepay these borrowings before any default‑triggered conversion.

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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): March 6, 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 March 5, 2026, IGC Pharma, Inc. (“IGC” or the “Company”) entered into 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 principal amount of $353,050, which includes an original issue discount of $46,050. The aggregate purchase price paid by VFG for the Note is $307,000. The Note matures on February 28, 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 the Note, VFG has the right, but not the obligation, to convert all or any portion of the outstanding balance of the Note — including principal, accrued interest, and any applicable default amount — 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 is 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 as reported by a reliable reporting service designated by VFG.

VFG is prohibited from converting any amount of the Note that would result in VFG and its affiliates beneficially owning more than 4.99% of the outstanding shares of Common Stock. VFG may not waive this 4.99% limitation. In addition, the Company shall not issue shares of Common Stock upon conversion of the Note in excess of 19.99% of the shares of Common Stock outstanding as of the date of the Purchase Agreement (the “Conversion Cap”), unless shareholder approval is obtained in accordance with applicable NYSE American rules.

The Company shall use the proceeds of the Note for general working capital purposes.

Additional Loan Agreement

The Company entered into a loan agreement with One Deck Capital, Inc. (“One Deck”), pursuant to which the Company received approximately $219,000 in financing (the “One Deck Loan”). The One Deck Loan bears interest and is repayable in accordance with the terms and conditions set forth in the loan agreement, including scheduled periodic payments. The proceeds of the One Deck Loan are expected to be used for general working capital and other general corporate 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 March 5, 2026, by and between IGC Pharma, Inc. and Vanquish Funding Group Inc.
10.2		Promissory Note, dated March 5, 2026, issued by IGC Pharma, Inc. to Vanquish Funding Group Inc. in the aggregate principal amount of $353,050.
10.3		Loan Agreement, dated March 9, 2026, by and between IGC Pharma, Inc. and One Deck Capital, Inc.
104		Cover Page Interactive Data File (formatted as Inline XBRL).

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: March 11, 2026	By:	/s/ Ram Mukunda
	Name:	Ram Mukunda
	Title:	Chief Executive Officer and President

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FAQ

What new financing did IGC (IGC) secure from Vanquish Funding Group?

IGC Pharma issued a promissory note to Vanquish Funding Group with a principal of $353,050 for $307,000 in cash. The note includes a $46,050 original issue discount, matures on February 28, 2027, is prepayable at any time, and funds general working capital.

How does the default-based conversion feature of IGC’s Vanquish note work?

If an event of default occurs and continues, Vanquish may convert the note balance into IGC common stock. The conversion price is 75% of the lowest trading price over the prior ten trading days, covering principal, accrued interest, and any default amounts.

What ownership limits apply to Vanquish’s potential conversions into IGC (IGC) shares?

Vanquish cannot convert into more than 4.99% beneficial ownership of IGC’s outstanding common stock. In addition, share issuance upon conversion is capped at 19.99% of shares outstanding on the agreement date unless shareholders approve a higher amount under NYSE American rules.

How will IGC Pharma use the proceeds from the Vanquish and One Deck financings?

IGC plans to use proceeds from both the Vanquish note and the approximately $219,000 One Deck loan for general working capital. The company also indicates the One Deck funds may support other general corporate purposes alongside day-to-day operating needs.

What are the key terms of IGC’s additional loan from One Deck Capital?

IGC entered a loan agreement with One Deck Capital for about $219,000 in financing. The One Deck loan bears interest and is repayable through scheduled periodic payments under the agreement, with proceeds directed to working capital and broader corporate purposes.

Under what securities law exemption will IGC issue any conversion shares to Vanquish?

Any IGC common shares issued upon conversion of the Vanquish note will rely on Section 4(a)(2) of the Securities Act. This exemption applies because the transaction is characterized as a private offering rather than a public securities offering.

Filing Exhibits & Attachments

28 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 56.6 KB
• EX-10.2 EXHIBIT 10.2 88.6 KB
• EX-10.3 EXHIBIT 10.3 19.7 KB

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• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB