IGC Pharma, Inc. 8-K

What Happened

• IGC Pharma, Inc. filed an 8-K reporting that on March 5, 2026 it entered a Securities Purchase Agreement with Vanquish Funding Group Inc. (VFG) and issued a Promissory Note with a stated principal of $353,050 (including a $46,050 original issue discount). VFG paid $307,000 for the note. The Note matures February 28, 2027 and may be prepaid in full at any time.
• The company also entered a loan agreement with One Deck Capital, Inc. on March 9, 2026, receiving approximately $219,000 in financing. Proceeds from both financings are intended for general working capital and corporate purposes.

Key Details

• Promissory Note principal: $353,050; original issue discount: $46,050; aggregate purchase price paid by VFG: $307,000. Maturity: February 28, 2027.
• Conversion rights: VFG may convert outstanding amounts only upon an Event of Default; conversion price = 75% of the lowest trading price of IGC common stock during the 10 trading days before conversion (based on closing bid).
• Ownership limits: VFG (and affiliates) cannot beneficially own more than 4.99% post-conversion; the company will not issue conversion shares in excess of 19.99% of outstanding common stock as of the Purchase Agreement date without shareholder approval under NYSE American rules.
• One Deck loan: approximately $219,000, interest-bearing, repayable per loan agreement; proceeds for working capital.

Why It Matters

• These agreements increase IGC’s near-term debt obligations and provide immediate cash for operations. The VFG note contains a conversion feature that could dilute shareholders only if the company defaults, and any conversion is subject to explicit ownership caps and a conversion cap requiring shareholder approval to exceed 19.99%.
• For investors, key points to watch are the company’s ability to meet repayment terms (maturity Feb 28, 2027), any future defaults that could trigger conversion rights, and any requests for shareholder approval that could allow additional dilution. The filing also notes creation of a direct financial obligation and unregistered sales of securities related to these financings.