[8-K] IGC Pharma, Inc. Reports Material Event

Rhea-AI Filing Summary

IGC Pharma (IGC) reported results from its 2025 Annual Meeting held on October 10, 2025. Stockholders elected Ram Mukunda and James Moran as Class C directors to serve until the 2028 annual meeting and ratified Manohar Chowdhry & Associates as the independent auditor for the 2026 fiscal year.

Shareholders approved the grant of 5,000,000 shares of common stock to be issued from time to time to employees, advisors, directors, and consultants based on board- or CEO-set performance, vesting, and incentive metrics. They also approved an amendment to increase authorized common stock from 150,000,000 to 600,000,000 shares. A non-binding advisory vote set the frequency of say-on-pay votes at every three years.

Participation was strong, with 53,776,307 shares voted, representing approximately 59.22% of the 90,809,112 shares outstanding and entitled to vote. Broker non-votes totaled 18,341,638.

Insights

Corporate governance analyst

Shareholders approved board seats, auditor, 5M equity grants, and a 600M share authorization.

IGC Pharma secured approvals on core governance items at the October 10, 2025 meeting. Directors Ram Mukunda and James Moran were elected through 2028, and Manohar Chowdhry & Associates was ratified for the 2026 fiscal year audit.

Equity-related items passed: authorization to grant 5,000,000 shares over time under performance and vesting metrics, and an increase in authorized common stock to 600,000,000 shares. These actions list capacity but do not, by themselves, issue shares.

Turnout was 59.22% of 90,809,112 shares outstanding (with 53,776,307 voted). The advisory vote set say‑on‑pay frequency at every three years; specific future issuance timing or amounts were not stated in the excerpt.

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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): October 10, 2025

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 5.07 Submission of Matters to a Vote of Security Holders.

On October 10, 2025, IGC Pharma, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting the Company’s stockholders (i) elected Mr. Ram Mukunda and Mr. James Moran to the Company’s board of directors to serve as Class C directors until the 2028 annual meeting of Stockholders; (ii) ratified the appointment of Manohar Chowdhry & Associates as the Company’s independent registered public accounting firm for the 2026 fiscal year; (iii) approved the grant of 5,000,000 shares of common stock to be granted from time to time to the Company’s current and new employees, advisors, directors, and consultants by the board of directors, pursuant to certain metrics including performance, vesting, and incentive as set by the board of directors and or the CEO; and (iv) to effect an amendment to our Amended and Restated Articles of Incorporation to increase the authorized number of shares of our common stock from 150,000,000 shares to 600,000,000 shares of common stock;

The total number of shares of the Company’s common stock voted in person or by proxy at the Annual Meeting was 53,776,307 shares, representing approximately 59.22% of the 90,809,112 shares outstanding and entitled to vote at the Annual Meeting. We received a total of 18,341,638 broker non-votes. The director nominees were elected, and each matter submitted to a vote of the Company’s stockholders at the Annual Meeting was approved by the requisite vote. The final voting results for each proposal that passed are set forth below.

1. Election of Directors.

Nominee		For				Abstain				Broker Non-votes
Ram Mukunda			34,134,477				1,300,192				18,341,638
James Moran			34,917,233				517,436				18,341,638

2. Proposal to ratify the appointment of Manohar Chowdhry & Associates as the Company’s independent registered public accounting firm for the 2026 fiscal year.

For				Against				Abstain
	53,213,920				236,934				325,453

3. Approval of the grant of 5,000,000 shares of common stock to be granted from time to time to the Company’s current and new employees, advisors, directors, and consultants by the board of directors, pursuant to certain metrics, including performance, vesting, and incentive as set by the board of directors and or the CEO.

For				Against				Abstain				Broker Non-votes
	32,259,971				3,102,646				72,052				18,341,638

4. To effect an amendment to our Amended and Restated Articles of Incorporation to increase the authorized number of shares of our common stock from 150,000,000 shares to 600,000,000 shares of common stock.

For				Against				Abstain				Broker Non-votes
	49,124,318				4,556,260				95,729				18,341,638

5. The proposal to adjourn the meeting to a later date was not necessary or appropriate because there were sufficient votes to approve the other proposals. 

Pursuant to the results of the non-binding advisory vote to approve the frequency of stockholder votes on executive compensation, the Board of Directors of the Company has determined that the Company shall hold a stockholder vote on executive compensation every three years.

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Item 8.01. Other Events.

On October 10, 2025, IGC Pharma, Inc. held the Annual Meeting, as previously scheduled. All the proposals passed.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		IGC Pharma Announces Results of 2025 Annual Meeting of Stockholders
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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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: October 10, 2025	By:	/s/ Claudia Grimaldi
		Name:	Claudia Grimaldi
		Title:	Principal Financial Officer and Vice President

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FAQ

What did IGC (IGC) shareholders approve at the 2025 Annual Meeting?

They elected two Class C directors through 2028, ratified the 2026 auditor, approved grants of 5,000,000 shares, and increased authorized common stock to 600,000,000.

How many IGC (IGC) shares were voted at the meeting?

53,776,307 shares were voted, representing approximately 59.22% of 90,809,112 shares outstanding and entitled to vote.

What equity grant authorization did IGC (IGC) stockholders approve?

Approval for the board to grant up to 5,000,000 shares of common stock over time to employees, advisors, directors, and consultants based on set metrics.

What change was made to IGC (IGC) authorized common stock?

Authorized common stock increased from 150,000,000 to 600,000,000 shares.

What was decided about IGC (IGC) say-on-pay vote frequency?

The company will hold a stockholder vote on executive compensation every three years.

Who was ratified as IGC (IGC) independent auditor?

Manohar Chowdhry & Associates was ratified for the 2026 fiscal year.