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): November 13, 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)

(Former Name or Former Address, if Changed since Last Report)

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))

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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 2.01 Completion of Acquisition or Disposition of Assets.

As previously disclosed on October 1, 2025, Holi Hemp LLC (the “Seller”), a wholly owned subsidiary of IGC Pharma, Inc. (the “Company”), entered into a Sale of Assets and Manufacturing Agreement (the “Sale Agreement”), dated September 29, 2025, with Wellness Essentials Northwest LLC (the “Buyer”) to sell certain equipment, inventory, and related operating assets of Seller’s Vancouver, Washington facility for an agreed upon fair value of approximately $2.7 million for the transaction, subject to adjustment based on completion of the auditor’s valuation review and the satisfaction of certain closing conditions.

On November 13, 2025, the closing conditions were satisfied and the transactions under the Sale Agreement were consummated for a fair value of approximately $2.7 million.

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

(b) Pro Forma Financial Information

The unaudited pro forma condensed consolidated balance sheet as of June 30, 2025, and the unaudited pro forma condensed consolidated statement of operations for the three months ended June 30, 2025, reflecting the disposition described above are filed as Exhibit 99.1 and incorporated herein by reference.

Exhibit No.		Description

10.1		Sale of Assets and Manufacturing Agreement, dated September 29, 2025, between Holi Hemp LLC (d/b/a HH Processors) and Wellness Essentials Northwest Inc. (previously filed with the Original Report on October 1, 2025).

99.1		Unaudited Pro Forma Condensed Consolidated Financial Statements.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: November 14, 2025	By:	/s/ Claudia Grimaldi
	Name:	Claudia Grimaldi
	Title:	Principal Financial Officer and Vice President

Exhibit 99.1

IGC Pharma Inc

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Transaction Overview

On September 29, 2025, Holi Hemp LLC (“HHP”), a wholly owned subsidiary of IGC Pharma, Inc. (the “Company”), completed the disposition of certain manufacturing equipment, leasehold assets, and inventory located at its Vancouver, Washington facility (the “Vancouver Facility”) pursuant to a Sale of Assets and Manufacturing Agreement with Wellness Essentials Northwest LLC (the “Buyer”). The Buyer also assumed certain employees and short-term lease obligations.

The consideration received consisted of (i) contractual rights to manufacture the Company’s products at preferential pricing through December 31, 2030, and (ii) a contingent right to receive 10 percent of net proceeds if the Buyer sells the business within five years. No cash consideration was exchanged. An independent valuation determined the aggregate fair value of consideration received to be approximately $ 2.7 million.

Note 2 — Description of Pro Forma Adjustments

The following pro forma adjustments are reflected:

Derecognition of assets: Elimination of inventory, approximately $685 thousand, and PPE $851 thousand, transferred under the Agreement.

Recognition of intangible asset: the Company recognized a finite-lived intangible asset representing the favorable supply-contract right, with an initial fair value of $ 2.7 million. The gross gain on derecognition equals the excess of the fair value of consideration over the carrying amount of assets surrendered.

Amortization of the intangible assets: The favorable-contract intangible is amortized in a pattern that reflects the economic benefit of the intangible asset is consumed over its contractual life ending December 31, 2030, starting from January 1, 2028. Annual amortization expense is approximately $900 thousand.

Gain on disposal: Recognition of $1,051 thousand in the statement of operations representing the difference between the carrying value of assets derecognized and the fair value of consideration received.

No recurring operational adjustments: The preferential supply rights commence in 2028 and relate to pricing terms. No recurring adjustments to historical revenue or expense are reflected because such amounts are not directly attributable to the transaction as of the pro forma period.

Note 3 — Limitations

The unaudited pro forma condensed consolidated financial statements are subject to the assumptions and adjustments described in the accompanying notes, which should be read together with the unaudited pro forma condensed consolidated financial statements. Management believes the pro forma adjustments reflect all material impacts of the Transaction that are (i) factually supportable, (ii) directly attributable to the Transaction, and (iii) expected to have a continuing effect on the Company’s operations. Actual results might differ materially from unaudited pro forma.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

IGC Pharma, Inc.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

(Unaudited)

	June 30, 2025 ($)			Pro Forma Adjustment			Pro Forma June 30, 2025 ($)			March 31, 2025 ($)
ASSETS
Current assets:
Cash and cash equivalents		454			(113	)		341			405
Accounts receivable, net		87			-			87			34
Inventory		1,349			(685	)		664			1,360
Asset held for sale		-			-			-			702
Deposits and advances		212			-			212			395
Operating lease asset-current		51			-			51			-
Total current assets		2,153			(798	)		1,355			2,896

Non-current assets:
Intangible assets, net		1,997			2,700			4,697			1,852
Property, plant, and equipment, net		3,097			(851	)		2,246			3,220
Claims and advances		680			-			680			681
Operating lease asset		16			-			16			98
Total non-current assets		5,790			1,849			7,639			5,851
Total assets		7,943			1,051			8,994			8,747
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		933			-			933			883
Accrued liabilities and others		792			-			792			1,374
Total current liabilities		1,725			-			1,725			2,257

Non-current liabilities:
Long-term loans		133			-			133			134
Other liabilities		-			-			-			16
Operating lease liability		7			-			7			10
Total non-current liabilities		140			-			140			160
Total liabilities		1,865			-			1,865			2,417

Commitments and Contingencies – See Note 12

Stockholders’ equity:
Preferred stock, $0.0001 par value: authorized 1,000,000 shares, no shares issued or outstanding as of June 30, 2025, and March 31, 2025.
Common stock and additional paid-in capital, $0.0001 par value: 150,000,000 shares authorized; 84,141,405 and 80,878,058 shares issued and outstanding as of June 30, 2025, and March 31, 2025, respectively.		131,920			-			131,920			130,570
Accumulated other comprehensive loss		(3,499	)		-			(3,499	)		(3,496	)
Accumulated deficit		(122,343	)		1,051			(121,292	)		(120,744	)
Total stockholders’ equity		6,078			1,051			7,129			6,330
Total liabilities and stockholders’ equity		7,943			1,051			8,994			8,747

The accompanying notes should be read in connection with these Unaudited Pro Forma Condensed Consolidated Financial Statements.

IGC Pharma, Inc.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except loss per share and share data)

(Unaudited)

	Three months ended June 30,
	2025 ($)			Pro Forma Adjustment		Pro Forma 2025 ($)			2024 ($)
Revenue		328			-		328			272
Cost of revenue		(174	)		-		(174	)		(109	)
Gross profit		154			-		154			163
Selling, general, and administrative expenses		(1,208	)		-		(1,208	)		(1,670	)
Research and development expenses		(851	)		-		(851	)		(889	)
Operating loss		(1,905	)		-		(1,905	)		(2,396	)
Other income, net		306			1,051		1357			18
Loss before income taxes		(1,599	)		1,051		(548	)		(2,378	)
Income tax expense/benefit		-					-			-
Net loss attributable to common stockholders		(1,599	)		1,051		(548	)		(2,378	)
Foreign currency translation adjustments		(3	)				(3	)		(3	)
Comprehensive loss		(1,602	)		1,051		(551	)		(2,381	)

Net loss per share attributable to common stockholders:
Basic and diluted	$	(0.02	)				(0.01	)	$	(0.03	)
Weighted-average number of shares used in computing loss per share amounts:		83,027,117					83,027,117			72,813,538

The accompanying notes should be read in connection with these Unaudited Pro Forma Condensed Consolidated Financial Statements.