IGC Pharma, Inc. 8-K

What Happened

• IGC Pharma, Inc. announced it entered into two Securities Purchase Agreements on April 10, 2026 (with FirstFire Global Opportunities Fund, LLC and Vanquish Funding Group Inc.) and completed delivery of the FirstFire note on April 14, 2026. The Company issued promissory notes with aggregate principal amounts of $346,910 (FirstFire) and $238,050 (VFG). Each note was issued with an original issue discount (OID), so the purchase prices were $307,000 (FirstFire) and $207,000 (VFG). The FirstFire note matures April 10, 2027; the VFG note matures March 30, 2027. IGC may prepay either note in full with prior written notice.

Key Details

• Total principal issued: $346,910 (FirstFire) + $238,050 (VFG) = $584,960; total cash proceeds received: $307,000 + $207,000 = $514,000 (after OID).
• Interest rate: 12% per note. Maturities: March 30, 2027 (VFG) and April 10, 2027 (FirstFire).
• Conversion rights: holders may convert outstanding balances (principal, accrued interest, and default amounts) into common stock only upon an Event of Default; conversion price = 75% of the lowest trading price during the 10 trading days before conversion.
• Anti-dilution limits: no holder (with affiliates) may beneficially own more than 4.99% post-conversion (non-waivable). The Company will not issue conversion shares exceeding 19.99% of outstanding common stock at each agreement date without shareholder approval under NYSE American rules.

Why It Matters

• This filing creates short-term debt obligations and provides IGC with roughly $514,000 in net cash for general working capital, which can help operations but must be repaid within about one year.
• Conversion features are limited and only trigger on defaults, reducing immediate dilution risk; however, if a default occurs, conversion at 75% of recent market prices could be dilutive. Ownership caps limit potential share concentration but could constrain a holder’s ability to convert.
• Investors should note the relatively high 12% interest and the near-term maturities (March–April 2027), which represent near-term cash flow and refinancing considerations for the company.