IGC Pharma, Inc.
For the period ended Jun 30, 2026. Filed Aug 14, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 14, 2026
IGC$0.20+5.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-15.
0001185185-26-001885
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-14.
0001185185-26-003544
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 80 previous paragraphs and 86 current paragraphs.
48 unchanged; 24 reworded; 9 added; 7 removed; 1 previous and 5 current paragraphs rearranged.
Tables are not compared: 20 previous and 20 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (9)
Current report
Other (expense)/income, net – The Company recorded other expense, net, of approximately $152 thousand for the three months ended June 30, 2026, compared to other income, net, of approximately $306 thousand for the three months ended June 30, 2025, a decrease of approximately $458 thousand, or 150%. Other income consists of interest and rental income, dividend income, gains on the sale of assets, unrealized gains on investments, net, and income from scrap sales. Other expense consists of interest, amortization of debt discount and issuance costs, and non-operational one-time items. The change is primarily attributable to approximately $120 thousand of interest and amortization expense on outstanding loans during the three months ended June 30, 2026, and approximately $263 thousand of tax credits received during the three months ended June 30, 2025.
Current report
Results of Operations for the Six Months Ended June 30, 2026, and June 30, 2025
Current report
Research and Development expenses (“R&D”)– R&D expenses were attributed to our Life Sciences segment. The R&D expenses increased by approximately $814 thousand, or 44%, to approximately $2.7 million during the six months ended June 30, 2026, from approximately $1.8 million, during the six months ended June 30, 2025. The R&D expenses are primarily attributed to the progression of Phase 2 trials on IGC-AD1 and preclinical studies on TGR-63, indicating the Company’s dedication to advancing its product pipeline. As the development of TGR-63 and the Phase 2 trial on Alzheimer’s gains momentum, the Company anticipates an increase in R&D expenses.
Current report
Other (expense)/income, net – The Company recorded other expense, net, of approximately $96 thousand for the six months ended June 30, 2026, compared to other income, net, of approximately $521 thousand for the six months ended June 30, 2025, a decrease of approximately $617 thousand, or 118%. Other income consists of interest and rental income, dividend income, gains on the sale of assets, unrealized gains on investments, net, and income from scrap sales. Other expense consists of interest, amortization of debt discount and issuance costs, and non-operational one-time items. The change is primarily attributable to approximately $133 thousand of interest and amortization expense on outstanding loans during the six months ended June 30, 2026, and approximately $457 thousand of tax credits received during the six months ended June 30, 2025.
Current report
During the six months ended June 30, 2026, the Company issued two promissory notes to VFG with aggregate principal of approximately $591 thousand and received aggregate net proceeds of approximately $470 thousand. The notes mature in February and March 2027 and are convertible upon specified events of default at variable conversion prices, subject to applicable ownership and exchange limitations. The related conversion features were accounted for as derivative liabilities under ASC 815. For more information, please refer to Note 11, “Loans and Other Liabilities.”
Current report
On April 14, 2026, the Company issued an approximately $346 thousand promissory note to FirstFire, receiving net proceeds of approximately $302 thousand. The note matures on April 16, 2027, and remains fully outstanding as of June 30, 2026. For more information, please refer to Note 11, “Loans and Other Liabilities.”
Current report
On June 30, 2026, the Company entered into separate Stock Purchase Agreements with Mr. Ram Mukunda and Ms. Claudia Grimaldi covering outstanding amounts aggregating $1,154,210. Pursuant to the Stock Purchase Agreements, the Company approved the future issuance of an aggregate of 4,274,853 shares of common stock at $0.27 per share. The transaction was noncash, and the aggregate amount was classified within stockholders’ equity as common stock subscribed but not yet issued. As of June 30, 2026, the shares had not been issued, delivered, credited to the respective individuals’ accounts, or reflected as issued and outstanding in the Company’s stock ledger. Accordingly, the shares did not increase the Company’s issued and outstanding common stock as of June 30, 2026. For more information, please refer to Note 11, “Loans and other liabilities” and Note 13, “Securities.”
Current report
As of June 30, 2026, the Company did not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on its financial condition, results of operations, liquidity, capital expenditures, or capital resources. The embedded conversion features of the Company's convertible notes are accounted for as derivative liabilities and are recognized on the condensed consolidated balance sheet; accordingly, they are not off-balance sheet arrangements. Please refer to Note 11, “Loans and Other Liabilities”, for more information.
Current report
| June 30, 2026, Form 10-Q
Removed paragraphs (7)
Previous report
deploying AHA and MINT-AD.
Previous report
Other income, net – Other net income decreased by approximately $159 thousand or 74% during the three months ended March 31, 2026. As a result, the total other income for the three months ended March 31, 2026, and 2025 is approximately $56 thousand and $215 thousand, respectively. Other income includes interest and rental income, dividend income, profit from the sale of assets, unrealized gains from investments, net income, and income from scrap sales. The primary reason for the decrease is a one-time tax credit of approximately $194 thousand that the Company received during the three months ended March 31, 2025.
Previous report
On September 29, 2025, the Company entered into the Sale Agreement, pursuant to which the Company sold assets associated with its Vancouver, Washington facility for approximately $2.7 million, subject to the satisfaction of certain closing conditions. The facility had previously generated an annual net cash outflow of approximately $600 thousand from fixed overhead and non-core manufacturing operations. The sale eliminates the recurring cash loss while preserving preferential supply rights that allow the Company to continue sourcing formulations at competitive pricing from calendar year 2028. The Company also retains a contingent 10% interest in any future sale of the business by the Buyer. For more information, please refer to Note 6, “Property, Plant, and Equipment” and Item 5 – “Other Information”.
Previous report
On March 5, 2026, the Company entered into a Securities Purchase Agreement (the “VFG Purchase Agreement”) with Vanquish Funding Group Inc. (“VFG”), pursuant to which the Company issued a promissory note (the “VFG Note”) with a principal amount of approximately $353 thousand, maturing on February 28, 2027. The VFG Note was issued with an original issue discount of approximately $46 thousand and debt issuance costs of approximately $25 thousand, resulting in net proceeds of approximately $282 thousand. The VFG Note matures on February 28, 2027. The Company may prepay the VFG Note in full at any time upon prior written notice to VFG. Solely upon the occurrence and continuation of an event of default, VFG has the right to convert all or any portion of the outstanding balance of the VFG Note into shares of the Company’s common stock at a conversion price equal to 75% of the lowest trading price of the Company’s common stock during the ten trading days immediately preceding the conversion date. The conversion is subject to a beneficial ownership limitation of 4.99% and a 19.99% share issuance cap, unless stockholder approval is obtained in accordance with applicable NYSE American rules. As of March 31, 2026, the full principal amount of the VFG Note of approximately $353 thousand remained outstanding, with no principal payments having been made.
Previous report
On April 1, 2026, we entered into a Securities Purchase Agreement (the “April VFG Purchase Agreement”) with VFG. Pursuant to the terms of the April VFG Purchase Agreement, the Company issued a Promissory Note (the “April VFG Note”) to VFG with a total aggregate principal amount of approximately $238 thousand, which includes an original issue discount of approximately $31 thousand, with a one-time interest rate of 12%. The aggregate purchase price paid by VFG for the April VFG Note is approximately $207 thousand. The April VFG Note matures on March 30, 2027. The Company may prepay the April VFG Note in full at any time by providing VFG with prior written notice.
Previous report
On April 14, 2026, the Company executed and delivered the Securities Purchase Agreement (the “FFG Purchase Agreement”) with FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (the “FirstFire”). Pursuant to the terms of the FFG Purchase Agreement, the Company issued a Promissory Note (the “FFG Note”) to FirstFire with a total aggregate principal amount of approximately $347 thousand, which includes an original issue discount of approximately $40 thousand, with an interest rate of 12%. The aggregate purchase price paid by FirstFire for the FFG Note is approximately $307 thousand. The FFG Note matures on April 10, 2027 (the “Maturity Date”). The Company may prepay the FFG Note in full at any time by providing FirstFire with prior written notice.
Previous report
As of March 31, 2026, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K. While the Company has derivative liabilities related to embedded conversion features in certain convertible notes, please refer to Note 11, “Loans and Other Liabilities”. These instruments are recognized on the consolidated balance sheet.
Reworded paragraphs (24)
Previous wording
The purpose of this Management’s Discussion and Analysis (“MD&A”) is to provide an understanding of IGC Pharma, Inc.’s (“IGC,” “IGC Pharma,” the “Company,” “we,” “our,” and/or “us”) consolidated financial condition and results of operations and cash flows. The MD&A should be read in conjunction with our unaudited condensed financial statements and related notes that appear elsewhere in this Quarterly Report on Form 10-Q for the three months ended March 31, 2026, and in the Transition Report on Form 10-KT for the nine months ended December 31, 2025, filed with the SEC on March 18, 2026 (the “2025 Form 10-KT”). The Company’s actual results could differ materially from those discussed here. Factors that could cause differences include those discussed in the “Forward-Looking Statements” and “Risk Factors” sections and discussed elsewhere in this report. The risks and uncertainties can cause actual results to differ significantly from those in our forward-looking statements or implied in historical results and trends. Accordingly, we caution readers not to place undue reliance on any forward-looking statements made by us, which speak only as of the date they are made. We disclaim any obligation, except as expressly required by law and the rules of the SEC, to publicly update or revise any such statements to reflect any change in our expectations or in events, conditions, or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those outlined in the forward-looking statements.
Current wording
The purpose of this Management’s Discussion and Analysis (“MD&A”) is to provide an understanding of IGC Pharma, Inc.’s (“IGC,” “IGC Pharma,” the “Company,” “we,” “our,” and/or “us”) consolidated financial condition and results of operations and cash flows. The MD&A should be read in conjunction with our unaudited condensed financial statements and related notes that appear elsewhere in this Quarterly Report on Form 10-Q for the three and six months ended June 30, 2026, and in the Transition Report on Form 10-KT for the nine months ended December 31, 2025, filed with the SEC on March 18, 2026 (the “2025 Form 10-KT”). The Company’s actual results could differ materially from those discussed here. Factors that could cause differences include those discussed in the “Forward-Looking Statements” and “Risk Factors” sections and discussed elsewhere in this report. The risks and uncertainties can cause actual results to differ significantly from those in our forward-looking statements or implied in historical results and trends. Accordingly, we caution readers not to place undue reliance on any forward-looking statements made by us, which speak only as of the date they are made. We disclaim any obligation, except as expressly required by law and the rules of the SEC, to publicly update or revise any such statements to reflect any change in our expectations or in events, conditions, or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those outlined in the forward-looking statements.
Previous wording
Our lead product candidate,IGC-AD1, is currently being evaluated in the CALMA clinical trial for the treatment of agitation in Alzheimer’s dementia, a neuropsychiatric condition affecting a substantial proportion of patients and associated with significant patient distress, caregiver burden, and healthcare utilization. In addition to symptom management, preclinical studies of IGC-AD1 suggest activity against biological pathways associated with Alzheimer’s disease pathology, supporting its potential evaluation in broader disease-modifying contexts.
Current wording
Our lead product candidate,IGC-AD1, is currently being evaluated in the CALMA, a randomized, double-blind, placebo-controlled Phase 2 clinical trial for the treatment of agitation in Alzheimer’s dementia, a neuropsychiatric condition affecting a substantial proportion of patients and associated with significant patient distress, caregiver burden, and healthcare utilization. In addition to symptom management, preclinical studies of IGC-AD1 suggest activity against biological pathways associated with Alzheimer’s disease pathology, supporting its potential evaluation in broader disease-modifying contexts. As of June 30, 2026, the CALMA trial had reached the Company’s previously disclosed target enrollment of 146 patients, with 146 participants randomized at baseline. The Company continued limited over-enrollment and patient follow-up activities intended to address potential attrition and support the planned clinical analyses. Following completion of these activities, the Company expects to proceed with database activities, site closeout, and topline analysis. The trial remains ongoing, and there can be no assurance regarding its results, future development, or regulatory approval.
Previous wording
The Company is also developingMINT-AD, a proprietary, artificial intelligence, enabled data platform designed to support risk stratification and longitudinal assessment in Alzheimer’s disease using multimodal datasets. MINT-AD is intended as a clinical and research decision-support tool and is not currently approved as a diagnostic device.
Current wording
The Company is also developingMINT-AD, a proprietary, artificial intelligence, enabled data platform designed to support risk stratification and longitudinal assessment in Alzheimer’s disease using multimodal datasets. MINT-AD is intended as a clinical and research decision-support tool and is not currently approved as a diagnostic device. As of June 2026, the Company announced the beta version of AHA. MINT-AD and AHA remain under development and have not been approved or cleared as diagnostic or therapeutic products.
Previous wording
IGC Pharma, a clinical-stage company developing treatments for Alzheimer’s disease, is committed to transforming patient care by striving to offer faster acting and more effective solutions. Our lead drug, IGC-AD1, embodies this vision by tackling a critical challenge – managing agitation in Alzheimer’s dementia. Early results from our CALMA trial are promising: IGC-AD1 effectively reduced agitation in patients compared to a placebo, and crucially, it did so faster than traditional medications. While existing anti-psychotics can take as long 6 to 12 weeks to show effects, we believe IGC-AD1 has the potential to act within two weeks. This potentially faster onset of action could significantly improve patient care and represents a potential breakthrough in managing Alzheimer’s-related agitation, although there can be no assurance thereof. In addition, we have created in-house wellness brands, available through online channels that are compliant with relevant federal, state, and local laws and regulations. We derive revenue from our in-house wellness non-pharmaceutical formulations that are sold over-the counter (“OTC”).
Current wording
IGC Pharma, a clinical-stage company developing treatments for Alzheimer’s disease, is committed to transforming patient care by striving to offer faster acting and more effective solutions. Our lead drug, IGC-AD1, embodies this vision by tackling a critical challenge – managing agitation in Alzheimer’s dementia. In a previously completed early-stage study, IGC-AD1 was associated with reductions in agitation scores relative to placebo, including observations within two weeks. That study was not designed to establish comparative onset versus approved therapies, and the ongoing CALMA Phase 2 trial has not been unblinded or completed. Interim and blinded observations are preliminary, are not statistically powered to establish efficacy, and may not be predictive of topline or final results. While existing anti-psychotics can take as long as 6 to 12 weeks to show effects; we believe IGC-AD1 has the potential to act within two weeks. This potentially faster onset of action could significantly improve patient care and represents a potential breakthrough in managing Alzheimer’s-related agitation, although there can be no assurance thereof. In addition, we have created in-house wellness brands, available through online channels that are compliant with relevant federal, state, and local laws and regulations. We derive revenue from our in-house wellness non-pharmaceutical formulations that are sold over-the counter (“OTC”). As of June 30, 2026, CALMA had reached the Company’s previously disclosed target enrollment of 146 patients, with 146 participants randomized at baseline. The Company continued limited over-enrollment and patient follow-up activities intended to account for potential attrition and support a high-quality evaluable dataset as the trial advances toward completion and topline analysis.
Previous wording
The Company is developing a proprietary Multimodal Interpretable Transformer for Alzheimer’s Disease (“MINT-AD”). MINT-AD is an artificial intelligence (“AI”) platform designed to enhance the detection and management of Alzheimer’s disease (“AD”) by providing clinicians with scalable, interpretable, and predictive diagnostic support. The platform is engineered to transition AD diagnostics from specialized, high-cost environments—such as neurology clinics utilizing Positron Emission Tomography (“PET”) scans—to primary care settings, rural areas, and underserved populations, although there is no assurance we will be successful in this regard.
Current wording
The Company is developing a proprietary Multimodal Interpretable Transformer for Alzheimer’s Disease (“MINT-AD”). MINT-AD is an artificial intelligence (“AI”) platform designed to enhance the detection and management of Alzheimer’s disease (“AD”) by providing clinicians with scalable, interpretable, and predictive diagnostic support. The platform is engineered to transition AD diagnostics from specialized, high-cost environments—such as neurology clinics utilizing Positron Emission Tomography (“PET”) scans—to primary care settings, rural areas, and underserved populations, although there is no assurance we will be successful in this regard. MINT-AD is intended as a clinical and research decision-support tool and is not currently approved as a diagnostic device. In addition, the Company is developing the Agentic Harmonization Assistant (“AHA”), a proprietary artificial intelligence-enabled platform designed to assist with the harmonization and analysis of fragmented biomedical datasets. As of June 2026, the Company announced the beta version of AHA. MINT-AD and AHA remain under development and have not been approved or cleared as diagnostic or therapeutic products.
Previous wording
We believe that additional investment in clinical trials, AI, R&D, facilities, marketing, advertising, and the acquisition of complementary products and businesses will be critical to the ongoing growth of the Life Sciences segment. Although there can be no assurance, we believe these investments will fuel the development and delivery of innovative products that drive positive patient and customer experiences. We hope to leverage our R&D and intellectual property to develop ground-breaking, science-based products that are proven effective through clinical trials, subject to FDA approval. Although there can be no assurance, we believe this strategy can improve our existing products and lead to the creation of new products that can provide treatment options for multiple conditions, symptoms, and side effects. Management is committed to its core short-term goals, completion of the CALMA trial on IGC-AD1, and
Current wording
We believe that additional investment in clinical trials, AI, R&D, facilities, marketing, advertising, and the acquisition of complementary products and businesses will be critical to the ongoing growth of the Life Sciences segment. Although there can be no assurance, we believe these investments will fuel the development and delivery of innovative products that drive positive patient and customer experiences. We hope to leverage our R&D and intellectual property to develop ground-breaking, science-based products that are proven effective through clinical trials, subject to FDA approval. Although there can be no assurance, we believe this strategy can improve our existing products and lead to the creation of new products that can provide treatment options for multiple conditions, symptoms, and side effects. Management is committed to its core short-term goals, completion of the CALMA trial on IGC-AD1, and deploying AHA and MINT-AD.
Previous wording
Clinical trial activities are subject to inherent uncertainties, including patient enrollment rates, protocol adherence, regulatory oversight, and data integrity, any of which could materially affect trial timelines or results. The CALMA trial remains ongoing to complete 146 patients. Subsequent to March 2026, the Company has completed approximately 80% patient enrollment in its Phase 2 CALMA clinical trial evaluating IGC-AD1 for agitation associated with AD.
Current wording
Clinical trial activities are subject to inherent uncertainties, including patient enrollment rates, protocol adherence, regulatory oversight, and data integrity, any of which could materially affect trial timelines or results. During the quarter ended June 30, 2026, the Company reached its previously disclosed target enrollment of 146 patients, with 146 participants randomized at baseline; the CALMA trial remains ongoing, with limited over-enrollment and patient follow-up activities continuing.
Previous wording
Revenue– Revenue was approximately $317 thousand and $330 thousand for the three months ended March 31, 2026, and March 31, 2025, respectively. Revenue in both quarters was primarily derived from our Life Sciences segment, encompassing the sale of our formulations as white-labeled manufactured products, among others. There is a decrease in revenue as our core focus is on advancing IGC-AD1, completing the Phase 2 trial, and developing MINT-AD for the early diagnosis of Alzheimer’s disease.
Current wording
Revenue– Revenue was approximately $265 thousand and $328 thousand for the three months ended June 30, 2026, and June 30, 2025, respectively. Revenue in both periods was primarily derived from our Life Sciences segment, encompassing the sale of our formulations as white-labeled manufactured products, among others. There is a decrease in revenue as our core focus is on advancing IGC-AD1, completing the Phase 2 trial, and developing MINT-AD for the early diagnosis of Alzheimer’s disease.
Previous wording
Cost of revenue – Cost of revenue amounted to approximately $262 thousand for the three months ended March 31, 2026, compared to $176 thousand in the three months ended March 31, 2025. This represents gross margins of 17% and 47%, respectively. The cost of revenue is primarily attributable to the cost of raw materials, labor, and other direct overheads required to produce our products in the Life Sciences segment. Typically, the gross margin in the Life Sciences business will fluctuate from one quarter to the next based on the mix among white-label, private-label, and branded products. There is insufficient revenue to model or project gross margins. In the near term, the Company expects gross margins to remain lower than historical levels as operations stabilize and supply chain arrangements are transitioned to third-party manufacturers. While the transition may result in a temporary reduction in gross margins, management believes the transaction provides long-term operational efficiencies and improved financial flexibility.
Current wording
Cost of revenue – Cost of revenue amounted to approximately $217 thousand for the three months ended June 30, 2026, compared to $174 thousand in the three months ended June 30, 2025. This represents gross margins of 18% and 47%, respectively. The cost of revenue is primarily attributable to the cost of raw materials, labor, and other direct overheads required to produce our products in the Life Sciences segment. Typically, the gross margin in the Life Sciences business will fluctuate from one quarter to the next based on the mix among white-label, private-label, and branded products. There is insufficient revenue to model or project gross margins. In the near term, the Company expects gross margins to remain lower than historical levels as operations stabilize and supply chain arrangements are transitioned to third-party manufacturers. While the transition may result in a temporary reduction in gross margins, management believes the transaction provides long-term operational efficiencies and improved financial flexibility.
Previous wording
Research and Development expenses (“R&D”)– R&D expenses were attributed to our Life Sciences segment. The R&D expenses increased by approximately $275 thousand or 28% to approximately $1.3 million during the three months ended March 31, 2026, from approximately $997 thousand, during the three months ended March 31, 2025. It is primarily attributable to the progression of CALMA trials on IGC-AD1 and pre-clinical studies on the other small molecule assets. We anticipate increased R&D expenses as the development of our other small molecule assets targeting Alzheimer’s and the CALMA trial on Alzheimer’s expands.
Current wording
Research and Development expenses (“R&D”)– R&D expenses were attributed to our Life Sciences segment. The R&D expenses increased by approximately $539 thousand, or 63%, to approximately $1.4 million during the three months ended June 30, 2026, from approximately $851 thousand during the three months ended June 30, 2025. The R&D expenses are primarily attributed to the progression of Phase 2 trials on IGC-AD1 and preclinical studies on TGR-63, indicating the Company’s dedication to advancing its product pipeline. As the development of TGR-63 and the Phase 2 trial on Alzheimer’s gains momentum, the Company anticipates an increase in R&D expenses.
Previous wording
Selling, General and Administrative expenses (“SG&A”)– SG&A expenses primarily encompass various costs such as employee-related expenses, sales commissions, professional fees, legal fees, marketing expenses, other corporate expenses, allocated general overhead, provisions, depreciation, and write-offs related to doubtful accounts and advances. During the three months ended March 31, 2026, SG&A expenses increased by approximately $671 thousand or 118% to approximately $1.2 million as compared to approximately $570 thousand during the three months ended March 31, 2025. The increase of $671 thousand is attributed to an absence of a $700 thousand credit recognized in the prior-year period related to the conversion of accrued cash bonuses into performance-based compensation by the Board of Directors. In addition, the increase of approximately $127 thousand related to stock-based compensation was offset by decreases of approximately $98 thousand in operating expenses.
Current wording
Selling, General and Administrative expenses (“SG&A”)– SG&A expenses primarily encompass various costs such as employee-related expenses, sales commissions, professional fees, legal fees, marketing expenses, other corporate expenses, allocated general overhead, provisions, depreciation, and write-offs related to doubtful accounts and advances. During the six months ended June 30, 2026, SG&A expenses increased by approximately $905 thousand, or 51%, to approximately $2.7 million as compared to approximately $1.8 million during the six months ended June 30, 2025. The increase of $905 thousand is attributed to the absence of a $700 thousand credit recognized in the prior period related to the conversion of accrued cash bonuses into performance-based compensation by the Board of Directors. In addition, the increase of approximately $401 thousand related to non-cash expense was offset by decreases of approximately $196 thousand in operating expenses.
Previous wording
Pursuant to the Master Loan and Security Agreement (the “Credit Agreement”) with O-Bank, Co., Ltd., the Company successfully obtained a working capital credit facility totaling $12 million. In addition, the Company has executed Securities Purchase Agreements (“2026 SPAs”) with multiple investors, relating to the sale and issuance by our company to the investors of an aggregate of 172,414 shares of our common stock, for a total purchase price of $50,000, or $0.29 per share, subject to the terms and conditions set forth in the 2026 SPAs. The equity transactions and the credit facility serve to minimize ongoing liquidity requirements and ensure the Company’s ability to sustain its operations.
Current wording
Pursuant to the Master Loan and Security Agreement (the “Credit Agreement”) with O-Bank, Co., Ltd., the Company successfully obtained a revolving working capital credit facility totaling $12 million. In addition, the Company has executed Securities Purchase Agreements (“2026 SPAs”) with multiple investors, relating to the sale and issuance by our Company to the investors of an aggregate of 205,747 shares of our common stock, for a total purchase price of approximately $60 thousand, or $0.29 per share, subject to the terms and conditions set forth in the 2026 SPAs. The Company expects to fund its planned operations through available cash, additional equity and debt financings, and potential borrowings under its O-Bank working capital facility, subject to applicable terms and conditions. Based on its current operating plans and anticipated financing activities, management believes the Company will have sufficient resources to meet its obligations for at least twelve months following the issuance of these condensed consolidated financial statements. The Company continues to manage its expenditures and prioritize funding for its clinical development and core Life Sciences programs. However, additional financing is subject to market and contractual conditions and may not be available on acceptable terms or when required. For more information, please refer to Note 11, “ Loans and Other Liabilities.”
Previous wording
On October 27, 2023, the Company entered into a Sales Agreement (the “Sales Agreement”) with A.G.P./Alliance Global Partners (the “Agent”) pursuant to which the Company may offer and sell, from time to time, through the Agent, as sales agent and/or principal, shares of its common stock having an aggregate offering price of up to $60 million, subject to certain limitations on the amount of Common Stock that may be offered and sold by the Company set forth in the Sales Agreement (the “Offering”). As of March 31, 2026, the Company had raised approximately $4.5 million under the $60 million Sales Agreement. The Company is subject to the limitations of Instruction I.B.6 to Form S-3, which limits offerings to one-third of the aggregate market value of the Company’s public float in any 12-month period. Based on the Company’s public float as of September 3, 2025, the available capacity under the Sales Agreement is approximately $4.7 million.
Current wording
On October 27, 2023, the Company entered into a Sales Agreement (the “Sales Agreement”) with A.G.P./Alliance Global Partners (the “Agent”) pursuant to which the Company may offer and sell, from time to time, through the Agent, as sales agent and/or principal, shares of its common stock having an aggregate offering price of up to $60 million, subject to certain limitations on the amount of Common Stock that may be offered and sold by the Company set forth in the Sales Agreement (the “Offering”). As of June 30, 2026, the Company had raised approximately $7.7 million under the $60 million Sales Agreement. The Company is subject to the limitations of Instruction I.B.6 to Form S-3, which limits offerings to one-third of the aggregate market value of the Company’s public float in any 12-month period.
Previous wording
In addition to it, on February 2, 2026, the Company, through its subsidiary HH Processors, LLC, entered into a loan agreement with ODK Capital LLC (“OnDeck”), pursuant to which the Company received approximately $214 thousand in financing (the “OnDeck Loan”). The OnDeck Loan bears interest and is repayable in periodic installments in accordance with the terms and conditions set forth in the loan agreement, approximately $3 thousand per week. The OnDeck Loan matures on August 2, 2027.
Current wording
In addition to it, on February 9, 2026, the Company, through its subsidiary HH Processors, LLC, entered into a loan agreement with ODK Capital LLC (“OnDeck”), pursuant to which the Company received approximately $214 thousand in financing (the “OnDeck Loan”). The OnDeck Loan bears interest and is repayable in periodic installments in accordance with the terms and conditions set forth in the loan agreement, approximately $3 thousand per week. The OnDeck Loan matures in August, 2027.
Previous wording
As of March 31, 2026, the Company invested approximately $50 thousand in a U.S.-listed digital asset through an ETP, which is approximately valued at $28 thousand. The investment is classified as a current marketable security and is marked to market each period. The Company does not directly hold cryptocurrencies or other digital tokens.
Current wording
During the transition period ended December 31, 2025, the Company invested approximately $50 thousand in a U.S.-listed digital asset through an ETP, which is approximately valued at $23 thousand as of June 30, 2026. The investment is classified as a current marketable security and is marked to market each period. The Company does not directly hold cryptocurrencies or other digital tokens.
Previous wording
Cash and cash equivalents decreased by approximately $693 thousand, or 77%, to $207 thousand as of March 31, 2026, from $900 thousand as of December 31, 2025. The decrease was primarily driven by approximately $1.2 million in cash used in operating activities, partially offset by approximately $0.7 million in net proceeds from financing activities. Working capital deficit increased by approximately $1.4 million to $1.7 million as of March 31, 2026, from approximately $366 thousand as of December 31, 2025. The increase in the working capital deficit was primarily driven by operating cash consumption and current borrowings during the quarter. For more information, please refer to Note 11, “Loans and Other Liabilities”.
Current wording
Cash and cash equivalents decreased by approximately $569 thousand, or 63%, to $331 thousand as of June 30, 2026, from $900 thousand as of December 31, 2025. The decrease was primarily driven by approximately $2.6 million in cash used in operating activities, and approximately $424 thousand in cash used in investment activities, partially offset by approximately $2.4 million in net proceeds from financing activities. Working capital deficit increased by approximately $1.6 million to $2 million as of June 30, 2026, from approximately $366 thousand as of December 31, 2025. The increase in the working capital deficit was primarily driven by operating cash consumption and current borrowings during the quarter. For more information, please refer to Note 11, “Loans and Other Liabilities”.
Previous wording
Net cash used in operating activities for the three months ended March 31, 2026, was approximately $1.2 million. It consists of a net loss of approximately $2.4 million, a positive impact on cash due to non-cash expenses of approximately $1.1 million, and a positive change in operating assets and liabilities of approximately $92 thousand. Non-cash expenses consist of an amortization and depreciation charge of approximately $58 thousand, stock-based expenses of approximately $1 million, and other items of approximately $20 thousand. In addition, changes in operating assets and liabilities had a positive impact of approximately $92 thousand on cash, of which a negative impact of approximately $98 thousand is due to decrease in accrued and other liabilities, a negative impact of approximately $37 thousand is due to a decrease in deposits and advances set-off with a positive impact of approximately $241 thousand is due to an increase in accounts payable and net other current assets and liabilities of approximately $14 thousand.
Current wording
Net cash used in operating activities for the six months ended June 30, 2026, was approximately $2.6 million. It consists of a net loss of approximately $5.3 million, a positive impact on cash due to non-cash expenses of approximately $2.1 million, and a positive change in operating assets and liabilities of approximately $621 thousand. Non-cash expenses consist of an amortization and depreciation charge of approximately $114 thousand, stock-based expenses of approximately $1.8 million, and other items of approximately $274 thousand. In addition, changes in operating assets and liabilities had a positive impact of approximately $621 thousand on cash, of which a positive impact of approximately $604 thousand is due to an increase in accounts payable, a positive impact of approximately $53 thousand is due to a positive increase in accrued and other liabilities, partially offset by approximately $44 thousand is due to an increase in accounts receivable and net other current assets and liabilities of approximately $8 thousand.
Previous wording
Net cash used in operating activities for the three months ended March 31, 2025, was approximately $730 thousand. It consists of a net loss of approximately $1.2 million, a positive impact on cash due to non-cash expenses of approximately $763 thousand, and a negative change in operating assets and liabilities of approximately $296 thousand. Non-cash expenses consist of an amortization and depreciation charge of approximately $154 thousand, stock-based expenses of approximately $455 thousand, impairment loss of approximately $152 thousand, and an approximately $2 thousand decrease in other non-cash items. In addition, changes in operating assets and liabilities had a negative impact of approximately $296 thousand on cash, of which a net negative impact of approximately $447 thousand is due to a decrease in accrued and other liabilities, and a positive impact of approximately $73 thousand is due to an increase in inventory, and net other current assets and liabilities of approximately $78 thousand.
Current wording
Net cash used in operating activities for the six months ended June 30, 2025, was approximately $2.1 million. It consists of a net loss of approximately $2.8 million, a positive impact on cash due to non-cash expenses of approximately $1.3 million, and a negative change in operating assets and liabilities of approximately $672 thousand. Non-cash expenses consist of an amortization and depreciation charge of approximately $295 thousand, stock-based expenses of approximately $907 thousand, an impairment loss of approximately $152 thousand, and an approximately $22 thousand decrease in other non-cash items. In addition, changes in operating assets and liabilities had a negative impact of approximately $672 thousand on cash, of which a net negative impact of approximately $1 million is due to a decrease in accrued and other liabilities, a positive impact of approximately $186 thousand is due to a decrease in deposits and advances, a positive impact of approximately $96 thousand is due to an increase in accounts payable, a positive impact of approximately $84 thousand is due to a decrease in inventory, and net other current assets and liabilities of approximately $8 thousand.
Previous wording
Net cash used in investing activities for the three months ended March 31, 2025, was approximately $142 thousand, which was comprised of expenses of approximately $148 thousand for the acquisition and development of intangible assets, and approximately $6 thousand for the net purchase of property, plant, and equipment.
Current wording
Net cash used in investing activities for the six months ended June 30, 2026, was approximately $424 thousand, which was comprised of approximately $418 thousand for the acquisition and development of intangible assets, and approximately $6 thousand from the purchase of property, plant, and equipment.
Previous wording
Net cash used in investing activities for the three months ended March 31, 2026, was approximately $170 thousand, which was comprised of approximately $169 thousand for the acquisition and development of intangible assets, and approximately $1 thousand for the net purchase of property, plant, and equipment.
Current wording
Net cash provided by investing activities for the six months ended June 30, 2025, was approximately $438 thousand, which was comprised of approximately $262 thousand for the acquisition and development of intangible assets, and approximately $726 thousand of proceeds from the sale of property, plant, and equipment, partially offset by approximately $26 thousand from the purchase of property, plant, and equipment.
Previous wording
Net cash provided by financing activities was approximately $710 thousand for the three months ended March 31, 2026, which was comprised of net proceeds from the issuance of equity stock of approximately $87 thousand and net proceeds from borrowings of approximately $623 thousand, including proceeds from the related-party loan of approximately $144 thousand, proceeds from VFG promissory note of approximately $282 thousand and proceeds from the OnDeck loan of approximately $214 thousand, partially offset by scheduled loan repayments of approximately $17 thousand. Please refer to Note 13, “Securities”, for more information.
Current wording
Net cash provided by financing activities was approximately $2.4 million for the six months ended June 30, 2026, which was comprised of net proceeds from the issuance of equity stock of approximately $1.1 million and net proceeds from borrowings of approximately $1.3 million, including proceeds from the related-party loan of approximately $377 thousand, proceeds from VFG promissory notes of approximately $470 thousand, proceeds from FirstFire promissory note of approximately $302 thousand and proceeds from the OnDeck loan of approximately $214 thousand, partially offset by scheduled loan repayments of approximately $49 thousand. Please refer to Note 13, “Securities”, and Note 11, “Loans and Other Liabilities”, for more information.
Previous wording
Net cash provided by financing activities was approximately $805 thousand for the three months ended March 31, 2025, which was comprised of net proceeds from the issuance of equity stock of approximately $805 thousand. Please refer to Note 13, “Securities”, for more information.
Current wording
Net cash provided by financing activities was approximately $1.6 million for the six months ended June 30, 2025, which was comprised of net proceeds from the issuance of equity stock of approximately $1.6 million, partially offset by scheduled loan repayments of approximately $1 thousand. Please refer to Note 13, “Securities”, for more information.
Previous wording
During the transition period ended December 31, 2025, the Company invested approximately $50 thousand in a U.S.-listed ETP linked to digital assets as part of an initial assessment of treasury diversification alternatives. As of March 31, 2026, this investment was valued at approximately $28 thousand, reflecting a decline in fair value of approximately $22 thousand. The Company does not currently hold any digital assets directly. Any future treasury allocation decisions will be evaluated in the context of the Company’s liquidity requirements, clinical development milestones, and the availability of capital as described under “Liquidity and Capital Resources” above. Digital asset investments involve significant volatility risk, as discussed in Item 1A — “Risk Factors”.
Current wording
During the transition period ended December 31, 2025, the Company invested approximately $50 thousand in a U.S.-listed ETP linked to digital assets as part of an initial assessment of treasury diversification alternatives. As of June 30, 2026, this investment was valued at approximately $23 thousand, reflecting a decline in fair value of approximately $27 thousand. The Company does not currently hold any digital assets directly. Any future treasury allocation decisions will be evaluated in the context of the Company’s liquidity requirements, clinical development milestones, and the availability of capital as described under “Liquidity and Capital Resources” above. Digital asset investments involve significant volatility risk, as discussed in Item 1A — “Risk Factors”.
Previous wording
As of March 31, 2026, the Company invested approximately $50 thousand in a U.S.-listed digital asset through an ETP, which was valued at approximately $28 thousand. The investment is classified as a current marketable security and is marked to market each period. The Company does not directly hold cryptocurrencies or other digital tokens. Holdings in ETPs will be accounted for as equity securities under ASC 321, Investments – Equity Securities, and measured at fair value with changes recognized in earnings. Fair value will be determined using quoted prices in active markets (Level 1 inputs).
Current wording
During the transition period ended December 31, 2025, the Company invested approximately $50 thousand in a U.S.-listed digital asset through an ETP, which is approximately valued at $23 thousand as of June 30, 2026. The investment is classified as a current marketable security and is marked to market each period. The Company does not directly hold cryptocurrencies or other digital tokens. Holdings in ETPs will be accounted for as equity securities under ASC 321, Investments – Equity Securities, and measured at fair value with changes recognized in earnings. Fair value will be determined using quoted prices in active markets (Level 1 inputs).
Rearranged current paragraphs (5)
Current report — wording carried from elsewhere
Selling, General and Administrative expenses (“SG&A”)– SG&A expenses primarily encompass various costs such as employee-related expenses, sales commissions, professional fees, legal fees, marketing expenses, other corporate expenses, allocated general overhead, provisions, depreciation, and write-offs related to doubtful accounts and advances. During the three months ended June 30, 2026, SG&A expenses increased by approximately $234 thousand, or 19%, to approximately $1.4 million as compared to approximately $1.2 million during the three months ended June 30, 2025. The increase of $234 thousand is attributed to the increase of approximately $273 thousand related to non-cash expense, which was offset by decreases of approximately $39 thousand in operating expenses.
Current report — wording carried from elsewhere
The historical results presented below are not necessarily indicative of the results that may be expected for any future period. The following table presents an overview of our results of operations for the six months ended June 30, 2026, and June 30, 2025:
Current report — wording carried from elsewhere
Statement of Operations (in thousands, unaudited)
Current report — wording carried from elsewhere
Revenue– Revenue was approximately $582 thousand and $658 thousand for the six months ended June 30, 2026, and June 30, 2025, respectively. Revenue in both periods was primarily derived from our Life Sciences segment, encompassing the sale of our formulations as white-labeled manufactured products, among others. There is a decrease in revenue as our core focus is on advancing IGC-AD1, completing the Phase 2 trial, and developing MINT-AD for the early diagnosis of Alzheimer’s disease.
Current report — wording carried from elsewhere
Cost of revenue – Cost of revenue amounted to approximately $479 thousand for the six months ended June 30, 2026, compared to $350 thousand in the six months ended June 30, 2025. This represents gross margins of 18% and 47%, respectively. The cost of revenue is primarily attributable to the cost of raw materials, labor, and other direct overheads required to produce our products in the Life Sciences segment. Typically, the gross margin in the Life Sciences business will fluctuate from one quarter to the next based on the mix among white-label, private-label, and branded products. There is insufficient revenue to model or project gross margins. In the near term, the Company expects gross margins to remain lower than historical levels as operations stabilize and supply chain arrangements are transitioned to third-party manufacturers. While the transition may result in a temporary reduction in gross margins, management believes the transaction provides long-term operational efficiencies and improved financial flexibility.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
During the three months ended March 31, 2026, the Company entered into the 2026 Securities Purchase Agreements (“2026 SPAs”) with multiple investors, relating to the sale and issuance by our Company to the investors of an aggregate of 172,414 shares of our common stock, for a total purchase price of $50 thousand, or $0.29 per share, subject to the terms and conditions set forth in the 2026 SPAs. The investments are subject to customary closing conditions, including NYSE approval.