Form 8-K

8-K — IGC Pharma, Inc.

Accession: 0001185185-26-002808

Filed: 2026-07-06

Period: 2026-06-30

CIK: 0001326205

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

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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): June 30, 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)

(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))

☐ 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 ☐.

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 June 30, 2026, IGC Pharma, Inc. (the “Company”) entered

into separate Stock Purchase Agreements with Ram Mukunda, the Company’s Chief Executive Officer (“CEO”), and Claudia

Grimaldi, the Company’s Vice President and Principal Financial Officer (“PFO”), pursuant to which Mr. Mukunda and Ms.

Grimaldi purchased shares of the Company’s common stock, par value $0.0001 per share, directly from the Company at a purchase price

of $0.27 per share. The purchase price was satisfied through the cancellation and satisfaction of outstanding amounts owed by the Company

to each of them, including personal cash advances previously provided to the Company and other amounts deferred over multiple years.

The Company issued 2,226,475 shares of common stock to Mr. Mukunda

in exchange for the cancellation and satisfaction of $601,148 of outstanding amounts owed to him, including about $283,639 of personal

cash advances previously provided to the Company. The Company issued 2,048,378 shares of common stock to Ms. Grimaldi in exchange for

the cancellation and satisfaction of $553,062 of outstanding amounts owed to her, including about $268,723 of personal cash advances previously

provided to the Company.

The transactions were approved in advance by the independent directors

and the Audit Committee, with the interested directors recused, including for purposes of Rule 16b-3 under the Securities Exchange Act

of 1934.

The transactions did not involve any cash payments by the Company and

reduced the Company’s outstanding obligations by $1,154,210, with a corresponding increase in stockholders’ equity.

The foregoing description of the Stock Purchase Agreements does not

purport to be complete and is qualified in its entirety by reference to the form of Stock Purchase Agreement, filed as Exhibit 10.1 to

this Current Report on Form 8-K and incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth

in Item 1.01 is incorporated herein by reference. The shares of common stock were issued in private transactions in reliance on Section

4(a)(2) of the Securities Act of 1933, as amended, as transactions by an issuer not involving any public offering. The recipients are

executive officers of the Company and acquired the shares for investment purposes. No general solicitation was used, and no underwriting

discounts or commissions were paid. The shares are restricted securities and may not be offered or sold absent registration under the

Securities Act or an available exemption from registration, including Rule 144. Any resale by Mr. Mukunda or Ms. Grimaldi will remain

subject to applicable securities law restrictions, Section 16 of the Securities Exchange Act of 1934, the Company’s insider trading

policy, and applicable NYSE American rules.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

10.1

Form of Stock Purchase Agreement, dated June 30, 2026, by and between IGC Pharma, Inc. and each of Ram Mukunda and Claudia Grimaldi.

104

Cover Page Interactive Data File, formatted in Inline XBRL

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:

July 6, 2026

By:

/s/ Ram

Mukunda

Name:

Ram Mukunda

Title:

Chief Executive Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: igcex10-1.htm · Sequence: 2

Exhibit 10.1

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “Agreement”)

is entered into as of June 30, 2026, by and between IGC Pharma, Inc., a Maryland corporation (the “Company”), and the Purchaser

(“Purchaser”).

1. Purchase and Sale of Shares

Subject to the terms and conditions of this Agreement,

the Company hereby agrees to issue and sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Company, _________

shares of the Company’s common stock, par value $0.0001 per share (the “Shares”), at a purchase price of $0.27 per Share.

2. Consideration; Cancellation of Indebtedness

The aggregate purchase price for the Shares is

__________. The purchase price shall be paid by the Purchaser through the cancellation and satisfaction of ___________outstanding owed

by the Company to the Purchaser as of the date hereof.

Upon issuance of the Shares, the Company’s

obligation to the Purchaser in the amount of __________ shall be deemed fully paid, satisfied, and discharged, and the Purchaser shall

have no further claim against the Company with respect to such amount.

3. Closing

The closing of the transactions contemplated by

this Agreement shall occur on June 30, 2026, or such other date as the parties may mutually agree. At closing, the Company shall instruct

its transfer agent to issue the Shares to the Purchaser, subject to applicable restrictive legends and transfer restrictions.

4. Company Representations

The Company represents and warrants to the Purchaser

that:

(a) the Company is duly incorporated, validly existing, and in good standing under the laws of the State of

Maryland;

(b) the Company has all necessary corporate power and authority to enter into this Agreement and issue the

Shares;

corporate action;

(d) the Shares, when issued in accordance with this Agreement, will be duly authorized, validly issued, fully

paid, and non-assessable; and

(e) the transaction has been approved in advance by the independent directors and the Audit Committee of the

Board of Directors, with the Purchaser recused, including for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

5. Purchaser Representations

The Purchaser represents and warrants to the Company

that:

(a) the Purchaser is acquiring the Shares for investment purposes and not with a view to any distribution

in violation of the Securities Act of 1933, as amended;

(b) the Purchaser understands that the Shares have not been registered under the Securities Act and are being

issued in reliance upon an exemption from registration under Section 4(a)(2) of the Securities Act;

the Securities Act and may not be sold, transferred, pledged, or otherwise disposed of unless registered under the Securities Act or an

exemption from registration is available;

(d) the Purchaser has sufficient knowledge and experience in financial and business matters to evaluate the

merits and risks of acquiring the Shares;

(e) the Purchaser has had access to such information concerning the Company as the Purchaser deems necessary

to make an informed investment decision; and

(f) the Purchaser is an executive officer of the Company and is familiar with the Company’s business,

financial condition, results of operations, and public filings.

6. Securities Law Matters

The Purchaser acknowledges that the Shares will

bear a restrictive legend substantially in the following form:

“THE SECURITIES REPRESENTED HEREBY HAVE

NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD,

TRANSFERRED, PLEDGED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN AVAILABLE EXEMPTION FROM REGISTRATION.”

The Purchaser further acknowledges that any resale

of the Shares shall remain subject to applicable federal and state securities laws, Rule 144, Section 16 of the Securities Exchange Act

of 1934, the Company’s insider trading policy, and applicable NYSE American rules.

7. Release of Cancelled Indebtedness

Effective upon issuance of the Shares, the Purchaser

hereby releases and discharges the Company from any and all claims, demands, rights, or causes of action relating to the cancelled indebtedness

in the amount of __________.

8. Further Assurances

Each party agrees to execute and deliver such

additional documents and take such further actions as may be reasonably necessary or appropriate to carry out the intent and purposes

of this Agreement.

9. Governing Law

This Agreement shall be governed by and construed

in accordance with the laws of the State of Maryland, without giving effect to any conflict of law principles.

10. Entire Agreement

This Agreement constitutes the entire agreement

between the parties with respect to the subject matter hereof and supersedes all prior understandings, agreements, and discussions, whether

written or oral, relating to such subject matter.

11. Counterparts; Electronic Signatures

This Agreement may be executed in counterparts,

each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered

electronically shall be deemed to have the same legal effect as original signatures.

IN WITNESS WHEREOF, the parties have executed

this Stock Purchase Agreement as of the date first written above.

IGC PHARMA, INC.

By:

Name:

Company Representative

PURCHASER

By:

Name :

Title:

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