IGC Pharma, Inc.

THREE AND SIX MONTHS ENDED JUNE 30, 2026

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

Unless the context requires otherwise, all references in this report to “IGC,” “IGC Pharma,” “the Company,” “we,” “our,” and “us” refer to IGC Pharma, Inc., together with our subsidiaries and beneficially owned subsidiary. Our public filings with the Securities and Exchange Commission, the “SEC,” are available on www.sec.gov. The information contained on our various websites, including www.igcpharma.com, is not incorporated by reference in this report, and you should not consider such information to be a part of this report. We exclude our investments and minority non-controlling interests, and any information provided by them is not incorporated by reference in this report, and you should not consider such information to be a part of this report.

NOTE 1–BUSINESS DESCRIPTION

IGC Pharma, Inc. is a clinical-stage biotechnology company developing novel therapeutic candidates for neuropsychiatric and neurodegenerative disorders, with a primary focus on Alzheimer’s disease (“AD”). Our strategy is to address both high-burden symptoms and underlying disease mechanisms through differentiated pharmaceutical formulations, supported by targeted clinical development and data-driven research.

Our lead product candidate, IGC-AD1, is being evaluated in CALMA, a randomized, double-blind, placebo-controlled Phase 2 clinical trial for agitation associated with Alzheimer’s dementia — a condition affecting a substantial proportion of patients and associated with significant patient distress, caregiver burden, and healthcare utilization. Beyond symptom management, preclinical studies of IGC-AD1 suggest activity against biological pathways associated with AD pathology, which we believe may support its evaluation in broader disease-modifying settings, although there can be no assurance.

As of June 30, 2026, the CALMA trial had reached its previously disclosed enrollment target of 146 randomized participants. We are conducting limited over-enrollment and continued patient follow-up to mitigate potential attrition and preserve a fully evaluable dataset for the planned analyses, after which we expect to proceed to database lock, site closeout, and topline analysis. The trial remains ongoing, and there can be no assurance regarding its results, future development, or regulatory approval.

Beyond IGC-AD1, our pipeline includes earlier-stage candidates targeting AD mechanisms, including TGR-63 and other investigational compounds in preclinical evaluation. These programs are intended to broaden our long-term portfolio while maintaining a disciplined focus on clinical execution and capital efficiency.

We are also developing two proprietary artificial intelligence (“AI”)-enabled platforms. MINT-AD is designed to support risk stratification and longitudinal assessment in AD using multimodal datasets and is intended as a clinical and research decision-support tool. The Agentic Harmonization Assistant (“AHA”) is designed to assist with the harmonization and analysis of fragmented biomedical datasets; we announced its beta version in June 2026. MINT-AD and AHA remain under development and have not been approved or cleared as diagnostic or therapeutic products.

We operate as a clinical-stage organization and do not currently generate revenue from pharmaceutical product sales. Our limited revenue to date has been derived primarily from life-sciences activities outside our core drug-development programs. We fund our operations through equity and debt financings and expect to continue to incur operating losses as we advance our clinical and research programs.

Business Organization

As of June 30, 2026, the Company had the following operating subsidiaries: HH Processors, LLC, IGC Pharma IP, LLC, IGC Pharma, LLC, SAN Holdings, LLC, Hamsa Biopharma India Pvt. Ltd., and Colombia-based beneficially owned subsidiary IGC Pharma SAS. The Company’s fiscal year ends on December 31. The Company’s principal office is in Maryland, and it is a Maryland corporation established in 2005. Additionally, the Company has offices in Colombia, South America, and India. The Company’s filings are available on www.sec.gov.

| June 30, 2026, Form 10-Q

NOTE 2–SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying condensed consolidated balance sheet as of June 30, 2026, and December 31, 2025, condensed consolidated statements of operations for the three months and six months ended June 30, 2026, and 2025, and condensed consolidated statements of cash flows for the six months ended June 30, 2026, and 2025, are unaudited. The consolidated balance sheet as of December 31, 2025, has been derived from audited financial statements, and the accompanying as of June 30, 2026 unaudited condensed consolidated financial statements (“interim statements”) of the Company have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) as determined by the Financial Accounting Standards Board (the “FASB”) within its Accounting Standards Codification (“ASC”) and under the rules and regulations of the SEC. As a result of the change in fiscal year end from March 31 to December 31, comparative amounts for the three and six months ended June 30, 2025, were derived from the Company’s accounting records for the corresponding calendar periods and were not previously reported as discrete fiscal periods. In addition, certain prior-period amounts may have been reclassified to conform to the current-period presentation. These reclassifications had no effect on previously reported total current liabilities, total liabilities, stockholders’ equity, or net loss.

Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these interim statements have been included. The results reported in these interim statements are not necessarily indicative of the results that may be reported for the entire year. These interim statements should be read in conjunction with the Company’s audited consolidated financial statements for the nine-month transition period ended December 31, 2025, contained in the Company’s transition report on Form 10-KT for the nine months ended December 31, 2025, filed with the SEC on March 18, 2026, specifically in Note 2 to the consolidated financial statements.

Principles of consolidation

The interim statements include the consolidated accounts of the Company and its subsidiaries. In the opinion of the Company’s management, the interim statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. Transactions between the Company and its subsidiaries are eliminated in the consolidated financial statements. In the event of the liquidation of foreign subsidiaries, the cumulative translation adjustment is reclassified from accumulated other comprehensive loss to accumulated deficit through earnings. (ASC 830-30-40-1).

Presentation and functional currencies

IGC operates in the U.S., India, and Colombia, and a substantial portion of the Company’s financials are denominated in the Indian Rupee (“INR”), or the Colombian Peso (“COP”). As a result, changes in the relative values of the U.S. Dollar (“USD”), the INR, or the COP affect our financial statements.

The accompanying financial statements are reported in USD. The INR and COP are the functional currencies for certain subsidiaries of the Company. The translation of the functional currencies into USD is performed for assets and liabilities using the exchange rates in effect at the balance sheet date and for revenues and expenses using average exchange rates prevailing during the reporting periods. Adjustments resulting from the translation of functional currency financial statements to the reporting currency are accumulated and reported as other comprehensive income/(loss), a separate component of stockholders’ equity. Transactions in currencies other than the functional currency during the period are converted into the functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the consolidated statements of operations.

Going Concern

The Company assesses and determines its ability to continue as a going concern in accordance with the provisions of ASC Subtopic 205-40, “Presentation of Financial Statements—Going Concern”, which requires the Company to evaluate whether there are conditions or events that raise substantial doubt about its ability to continue as a going concern.

The Company is currently in the clinical trial stage and has not yet achieved profitability. The Company expects to continue to incur significant operating and net losses, as well as negative cash flow from operations, in the near future.

For the three months ended June 30, 2026, and 2025, the Company incurred net losses of approximately $3 million and $1.6 million, respectively. For the six months ended June 30, 2026, and 2025, the Company incurred net losses of approximately $5.3 million and $2.8 million, respectively. As of June 30, 2026, the Company had cash and cash equivalents of approximately $331 thousand and a working capital deficit of approximately $2.0 million.

| June 30, 2026, Form 10-Q

During the six months ended June 30, 2026, the Company raised approximately $1.1 million in net proceeds from equity issuances and approximately $1.3 million in net proceeds from debt financings. As of June 30, 2026, the Company had total outstanding debt of approximately $1.1 million. For additional information regarding these financings, please refer to Note 11, “Loans and Other Liabilities,” and Note 13, “Securities.”

The Company estimates that its current cash and cash equivalents, investments, anticipated financing activities, and amounts reasonably expected to be available under its $12 million revolving working capital credit facility with O-Bank will be sufficient to support operations for at least twelve months following the issuance of these condensed consolidated financial statements, although there can be no assurance. This assessment reflects the facility’s monthly draw limitation, applicable borrowing conditions, and May 31, 2027, expiration date and does not assume immediate access to the full facility amount or renewal beyond its current term. As of June 30, 2026, no amounts were outstanding under the facility. These estimates are based on assumptions that may prove incorrect, and the Company may use its available capital resources sooner than currently anticipated. The Company expects to seek renewal of the facility before its expiration; however, there can be no assurance that the facility will be renewed or that any renewal will be on similar terms. The Company’s ability to obtain additional equity or debt financing is also subject to market and contractual conditions, and there can be no assurance that such financing will be available on acceptable terms or when required.

Accounts receivable

We make estimates of the collectability of our accounts receivable by analyzing historical payment patterns, customer concentrations, customer creditworthiness, and current economic trends. If the financial condition of a customer deteriorates, additional allowances may be required. We had $56 thousand of accounts receivable, as of June 30, 2026, with no allowance for doubtful accounts, as compared to $12 thousand of accounts receivable, net of provision for the doubtful debt of $8 thousand as of December 31, 2025.

Current Investments

Current investments consist of marketable securities, including exchange-traded products (“ETPs”), that the Company intends to hold for less than one year. These investments are classified as equity securities under ASC 321, Investments—Equity Securities, and are measured at fair value using quoted prices in active markets (Level 1). Changes in fair value are recognized in other income (expense), net, in the condensed consolidated statements of operations. As of June 30, 2026, Current investments consisted of approximately $23 thousand in a U.S.-listed digital asset ETP. The Company does not directly hold cryptocurrencies or other digital tokens. The Company does not hold any crypto assets within the scope of ASC 350-60, Intangibles—Goodwill and Other—Crypto Assets; its only digital-asset exposure is through a U.S.-listed exchange-traded product accounted for as an equity security under ASC 321.

Lease

The Company has elected the short-term lease exemption under ASC 842 for leases with a lease term of 12 months or less; such leases are not recorded on the balance sheet, and the related payments are recognized as expense on a straight-line basis over the lease term. As of June 30, 2026, the Company’s remaining lease arrangements were short-term in nature, and accordingly the Company had no operating lease right-of-use assets or operating lease liabilities recognized as of that date.

Intangible assets

The Company’s intangible assets are accounted for in accordance with ASC Topic 350, Intangibles – Goodwill and Other. Intangible assets having indefinite lives are not amortized but instead are reviewed annually or more frequently if events or changes in circumstances indicate that the assets might be impaired, to assess whether their fair value exceeds their carrying value. We perform an impairment analysis on December 1 annually on the indefinite-lived intangible assets following the steps laid out in ASC 350-30-35-18. Our annual impairment analysis includes a qualitative assessment to determine if it is necessary to perform the quantitative impairment test. In performing a qualitative assessment, we review events and circumstances that could affect the significant inputs used to determine if the fair value is less than the carrying value of the intangible assets. If quantitative analysis is necessary, we would analyze various aspects, including revenues from the business associated with the intangible assets. In addition, intangible assets will be tested on an interim basis if an event or circumstance indicates that it is more likely than not that an impairment loss has been incurred. The Company has analyzed a variety of factors on its business to determine if a circumstance could trigger an impairment loss, and, at this time and based on the information presently known, does not believe it is more likely than not that an impairment loss has been incurred.

Intangible assets with finite useful lives are amortized using the straight-line method over their estimated period of benefit. In accordance with ASC 360-10-35-21, definite-lived intangibles are reviewed annually or more frequently if events or changes in circumstances indicate that the assets might be impaired, to assess whether their fair value exceeds their carrying value.

The Company intends to capitalize trademarks and related expenses exceeding $2,500 per trademark.

| June 30, 2026, Form 10-Q

Software Development Costs

The Company is developing three proprietary software platforms intended to be commercialized: -

1. Aclinical data management platformdesigned for the collection, analysis, and real-time monitoring of clinical trial data.

2.MINT- AD – An AI-driven cognitive decline risk stratification and treatment personalization platformaimed at assisting in the early detection of AD and providing data-informed therapeutic suggestions; and

3.Agentic Harmonization Assistant (“AHA”) to support MINT-AD and the Company’s broader AI research and development efforts, IGC Pharma has and is developing AHA, an agentic analytics and data harmonization architecture designed to support large-scale AD research.

In accordance with ASC 985-20, Software to Be Sold, Leased, or Marketed, and ASC 350-40, Intangibles—Goodwill and Other—Internal-Use Software, the Company capitalizes development costs incurred after technological feasibility has been established (for software to be marketed) or when management has authorized and committed to funding the project and it is probable that the project will be completed and used as intended (for internal-use software). Costs incurred during the research and planning phase are expensed as incurred.

Effective January 1, 2026, the Company elected to early adopt ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software (Subtopic 350-40), on a prospective basis. The adoption did not have a material impact on the Company’s consolidated financial statements.

Capitalized costs include direct labor, third-party development services, cloud computing infrastructure directly related to model development and deployment, and associated overhead. These costs are amortized on a straight-line basis over their estimated useful lives, typicallyfive toten years, beginning when the software is ready for its intended commercial use.

As of the quarter ended June 30, 2026, the Company capitalized approximately $1.8 million in software development costs. For more information, please refer to Note 5, “Intangible Assets”.

Loss per share

The computation of basic loss per share for the six months ended June 30, 2026, excludes potentially dilutive securities of approximately 22 million shares, which include share options, unvested shares such as restricted share awards, units and warrants, granted to directors, employees, non-employees, and advisors, and shares from the conversion of outstanding units, if any, because their inclusion would be anti-dilutive.

The weighted average number of shares outstanding for the six months ended June 30, 2026, and 2025, used for the computation of basic earnings per share (“EPS”), is 99,252,520 and 81,352,079, respectively, as compared to 100,331,320 and 83,027,117, for the three months ended June 30, 2026, and 2025, respectively. Due to the loss incurred by the Company during the six months ended June 30, 2026, and 2025, all the potential equity shares are anti-dilutive, and accordingly, the fully diluted EPS is equal to the basic EPS.

Cybersecurity

The Company maintains a cybersecurity risk management program designed to identify, assess, and mitigate risks from cybersecurity threats. The Company’s cybersecurity program, governance framework, and board oversight are described in Item 1C of the Company’s Annual Report on Form 10-KT for the nine-month transition period ended December 31, 2025.

There have been no material changes to the Company’s cybersecurity risk management program during the three months ended June 30, 2026. During the period, the Company did not identify any cybersecurity incidents that have materially affected, or are reasonably likely to materially affect, the Company’s business strategy, results of operations, or financial condition.

Revenue Recognition

The Company recognizes revenue under ASC 606,Revenue from Contracts with Customers (“ASC 606”). The core principle of this standard is that a Company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.

| June 30, 2026, Form 10-Q

ASC 606 prescribes a 5-step process to achieve its core principle. The Company recognizes revenue from trading, rental, or product sales as follows:

I. Identify the contract with the customer.

II. Identify the contractual performance obligations.

III. Determine the amount of consideration/price for the transaction.

IV. Allocate the determined amount of consideration/price to the performance obligations.

V. Recognize revenue when or as the performing party satisfies performance obligations.

The consideration/price for the transaction (performance obligation(s)) is determined as per the agreement or invoice (contract) for the services and products in the Life Sciences segment.

In the Life Sciences segment, the revenue from the wellness and lifestyle business is recognized once goods have been sold to the customer and the performance obligation has been completed. In retail sales, we offer consumer products through our online stores. Revenue is recognized when control of the goods is transferred to the customer. This generally occurs upon our delivery to a third-party carrier or to the customer directly. Revenue from white-label services is recognized when the performance obligation has been completed, and output material has been transferred to the customer.

Net sales disaggregated by significant products and services for the three months and six months ended June 30, 2026, and 2025 are as follows:

Recently adopted accounting pronouncements

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The amendments eliminate the project-stage framework for capitalizing internal-use software costs and require capitalization when (1) management has authorized and committed to funding the project and (2) it is probable that the project will be completed and used as intended. The Company elected to early adopt ASU 2025-06 effective January 1, 2026, on a prospective basis. The adoption did not have a material impact on the Company’s consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07,Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires enhanced disclosures about significant segment expenses and other segment items on an interim and annual basis, including entities with a single reportable segment. The Company adopted ASU 2023-07 effective for the quarterly period ended March 31, 2026, on a retrospective basis. The adoption resulted in expanded disclosures in Note 16, “Segment Information”, including the presentation of significant expense categories reviewed by the chief operating decision maker, but did not affect the Company’s consolidated financial position, results of operations, or cash flows.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), effective for annual periods beginning after December 15, 2026. The Company is evaluating the impact of this standard on its disclosures.

| June 30, 2026, Form 10-Q

NOTE 3–INVENTORY

No write-offs were recorded during the six months ended June 30, 2026. During the six months ended June 30, 2025, the Company recorded inventory write-offs of approximately $153 thousand due to abnormal loss, net realizable value adjustments, product expiration, idle facility expenses, freight and handling costs, scrap, and wasted material (spoilage). These charges were recorded in Selling, general, and administrative expenses.

We capitalize inventory costs related to our investigational drug, provided that management determines there is a potential alternative use for the inventory in future research and development projects or other purposes. As of June 30, 2026, and December 31, 2025, the Company’s consolidated balance sheet reported approximately $392 thousand in clinical trial-related inventory, as of each date.

NOTE 4–DEPOSITS AND ADVANCES

The Advances to suppliers and consultants primarily relate to advances to vendors. Prepaid expenses and other current assets include approximately $75 thousand of statutory advances as of June 30, 2026, and approximately $62 thousand of statutory advances as of December 31, 2025, respectively.

NOTE 5–INTANGIBLE ASSETS

| June 30, 2026, Form 10-Q

The gross amount of intangible assets includes the cost of acquiring patent rights, supporting data, and the expense associated with filing various patent applications in different countries, along with granted patents. It also includes acquisition costs related to domains and licenses.

The amortization of patents and patent rights with a finite life is up to 20 years, commencing from the date of grant or acquisition. The amortization expense in the three months ended June 30, 2026, and 2025, amounted to approximately $16 thousand and $14 thousand, respectively, whereas the amortization expense in the six months ended June 30, 2026, and 2025, amounted to approximately $31 thousand and $30 thousand, respectively.

As of June 30, 2026, the Company has capitalized approximately $1.8 million in software development costs related to three proprietary platforms: (1) a clinical data management platform designed for the collection, analysis, and real-time monitoring of clinical trial data; (2) MINT-AD, an AI-driven cognitive decline risk stratification and treatment personalization platform for Alzheimer’s disease; and (3) AHA, an internal-use platform that supports MINT-AD’s data processing and analytics capabilities. The clinical data management platform and MINT-AD are accounted for under ASC 985-20, Software to Be Sold, Leased, or Marketed. AHA is accounted for under ASC 350-40, Internal-Use Software. All three platforms are in the development stage. Amortization has not commenced, as none of the platforms have been made available for general release or placed in service. Capitalized software development costs are included in intangible assets on the accompanying condensed consolidated balance sheet.

As of June 30, 2026, the Company recognized approximately $2.7 million of intangible assets representing preferential supply rights and other contractual benefits as a “Favorable Contract” received in connection with the sale of assets associated with the Vancouver facility. The intangible assets were recognized as consideration received in a non-monetary exchange under ASC 845-10 and are being amortized in a pattern that reflects the economic benefit of the intangible asset is consumed over their estimated useful life of three years, commencing in calendar year 2028. For more information, please refer to Note 6, “Property, Plant, and Equipment”.

The Company regularly reviews its intangible assets to determine if any intangible asset is other-than-temporarily impaired, which would require the Company to record an impairment charge in the period, and concluded that, as of June 30, 2026, there was no impairment.

The increase in estimated amortization beginning in 2028 reflects the commencement of amortization of the Favorable Contract.

NOTE 6–PROPERTY, PLANT, AND EQUIPMENT

| June 30, 2026, Form 10-Q

The depreciation expense in the three months ended June 30, 2026, and 2025 amounted to approximately $41 thousand and $127 thousand, respectively. The depreciation expense in the six months ended June 30, 2026, and 2025 amounted to approximately $83 thousand and $263 thousand, respectively. The net decrease in Total property, plant, and equipment is primarily due to depreciation and foreign exchange fluctuation. For more information, please refer to Note 16, “Segment Information” for the non-current assets other than financial instruments held in the country of domicile and foreign countries.

Disposition of Assets

On September 29, 2025, HH Processors LLC (formerly “Holi Hemp LLC”), a wholly owned subsidiary of the Company, entered into a Sale of Assets and Manufacturing Agreement (the “Favorable Contract”) with Wellness Essentials Northwest LLC (the “Buyer”) to sell certain equipment, inventory, and related operating assets of its Vancouver, Washington facility. Under the Sale Agreement, the Buyer assumed certain employees and leased obligations. The Company retains (i) preferential supply rights for specific formulations produced by the Buyer and (ii) a contingent right to receive 10 percent of net proceeds if the Buyer sells the business within five years, which is recorded as a “Favorable Contract” in intangible assets. Please refer to Note 5, “Intangible Assets”. The aggregate fair value of consideration received for the assets sold was approximately $2.7 million.

NOTE 7–RESERVED

NOTE 8–CLAIMS AND ADVANCES

NOTE 9–RESERVED

NOTE 10–ACCRUED LIABILITIES AND OTHERS

Compensation and other contribution-related liabilities consist primarily of accrued salaries and bonuses payable to employees. Provisions for expenses include estimated amounts for legal, professional, and marketing services. As of June 30, 2026, the derivative liability of approximately $72 thousand relates to the embedded conversion features of the VFG Notes and FirstFire Note. For more information, please refer to Note 11, “Loans and Other Liabilities”. Other current liabilities also include statutory payables, which were Nil and $29 thousand as of June 30, 2026, and December 31, 2025, respectively. During the six months ended June 30, 2026, the decrease in Compensation and other contributions reflects approximately $423 thousand of amounts due to the Company’s executive officers that were settled through the issuance of common stock subscriptions (a non-cash transaction). For more information, please refer to Note 13, “Securities.”

| June 30, 2026, Form 10-Q

NOTE 11–LOANS AND OTHER LIABILITIES

Loan as of June 30, 2026, and December 31, 2025:

The Company determined that the conversion feature requires bifurcation as an embedded derivative under ASC 815-15. The total debt discount of approximately $80 thousand, comprising the original issue discount, derivative liability, and debt issuance costs, is being amortized to interest expense over the term of the FirstFire Note using the effective interest method. For the six months ended June 30, 2026, amortization of the debt discount was approximately $23 thousand. On the issuance date, the embedded derivative liability was initially measured at approximately $36 thousand. As of June 30, 2026, the carrying amount of the FirstFire Note was approximately $289 thousand, net of an unamortized debt discount of approximately $57 thousand, and the fair value of the related derivative liability was approximately $26 thousand. For more information, please refer to Note 15 “Fair Value of Financial Instruments”.

The terms of the FirstFire transaction, including the conversion provisions, beneficial ownership limitation, exchange cap, Events of Default and other material provisions, are more fully described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 20, 2026.

The Company determined that the conversion feature requires bifurcation as an embedded derivative under ASC 815-15. The total aggregate debt discount of approximately $168 thousand, comprising the original issue discounts, derivative liabilities, and debt issuance costs, is being amortized to interest expense over the term of the VFG Notes using the effective interest method. For the six months ended June 30, 2026, amortization of the debt discount was approximately $69 thousand. On the respective issuance dates, the embedded derivative liabilities related to the VFG Notes were initially measured at an aggregate fair value of approximately $47 thousand. As of June 30, 2026, the carrying amount of the VFG Notes was approximately $492 thousand, net of an unamortized debt discount of approximately $99 thousand, and the aggregate fair value of the related derivative liabilities was approximately $46 thousand. For more information, please refer to Note 15 “Fair Value of Financial Instruments”.

The terms of the VFG-1 transaction, including the conversion provisions, beneficial ownership limitation, exchange cap, Events of Default and other material provisions, are more fully described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 12, 2026. The terms of the VFG-2 transaction are more fully described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 20, 2026.

| June 30, 2026, Form 10-Q

NOTE 12 –COMMITMENTS AND CONTINGENCIES

The Company may be involved in legal proceedings, claims, and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. There are no such matters that are deemed material to the condensed consolidated financial statements as of June 30, 2026, except as disclosed in Part II, Item 1, ‘Legal Proceedings,’ of this report.

In the U.S., we provide health insurance, life insurance, and a 401(k) plan wherein the Company matches up to 6% of the employee’s pre-tax contribution up to a maximum annual amount determined by the IRS. In accordance with applicable laws of foreign countries, the Company provides for gratuity, a defined benefit retirement plan (“Gratuity Plan”) covering certain categories of employees. The Gratuity Plan provides a lump sum payment to vested employees, at retirement or termination of employment, an amount based on the respective employee’s last drawn salary and the years of employment with the Company. In addition, employees receive benefits from a provident fund, a defined contribution plan. The employee and employer each make monthly contributions to the plan as required by the law. The contribution is made to the Foreign Government’s funds.

NOTE 13–SECURITIES

As of June 30, 2026, the Company was authorized to issue up to 600,000,000 shares of common stock, par value $0.0001 per share, and 102,417,178 shares of common stock were issued and outstanding. The Company is also authorized to issue up to 1,000,000 shares of preferred stock, par value $0.0001 per share, andno preferred shares were issued and outstanding as of June 30, 2026.

Our common stock is listed on the NYSE American (ticker symbol: IGC). This security also trades on the Frankfurt, Stuttgart, and Berlin stock exchanges (ticker symbol: IGS1). The Company also has 91,472 units outstanding that can be separated into common stock. Ten units may be separated into one share of common stock. The unit holders are requested to contact the Company or our transfer agent, Continental Stock Transfer and Trust, to separate their units into common stock.

On June 30, 2026, the Company entered into separate Stock Purchase Agreements with Mr. Ram Mukunda, the Company’s Chief Executive Officer, and Ms. Claudia Grimaldi, the Company’s Vice President and Principal Financial Officer. Pursuant to the Stock Purchase Agreements, the Company approved the future issuance of 2,226,475 shares of common stock to Mr. Mukunda and 2,048,378 shares of common stock to Ms. Grimaldi at a purchase price of $0.27 per share in connection with the cancellation and satisfaction of outstanding amounts of $601,148 and $553,062, respectively.

The Stock Purchase Agreements and the related share issuances were approved in advance by the independent directors and the Audit Committee, with each interested officer recused. As of June 30, 2026, the aggregate 4,274,853 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 were excluded from the number of shares issued and outstanding as of June 30, 2026, and the aggregate amount of $1,154,210 was classified within stockholders’ equity as common stock subscribed but not yet issued.

When issued, the shares are expected to constitute restricted securities issued in reliance on Section 4(a)(2) of the Securities Act and will be subject to applicable Rule 144 resale restrictions.

In addition, Mr. Mukunda and Ms. Grimaldi also exercised previously granted stock options to purchase an aggregate of 461,539 shares of common stock. The aggregate exercise price of approximately $0.26 per share was satisfied through the offset of payable by the Company to them.

During the six months ended June 30, 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 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 investments are subject to customary closing conditions, including NYSE approval.

During the six months ended June 30, 2026, the Company issued 588,235 shares of common stock to Moran Global Strategies, Inc. at a purchase price of $0.34 per share for aggregate consideration of $200,000 received in September 2024 pursuant to the Share Purchase Agreement dated September 25, 2024.

During the six months ended June 30, 2026, the Company closed multiple Subscription Agreements (the “2025 Subscription Agreement”) with certain investors named therein, pursuant to which the Company agreed to issue and sell to the Investors, in a registered direct offering, an aggregate of 779,997 shares of the Company’s common stock, at a purchase price of $0.30 per share, for gross proceeds of approximately $234 thousand.

During the six months ended June 30, 2026, the Company entered into several consulting and advisory arrangements for investor-relations, investor-outreach, and related services that provide for the potential future issuance of restricted common stock, warrants, and/or options, subject to the satisfaction of specified service and performance conditions and, in certain cases, approval by the Board of Directors or an authorized committee. Any securities issued under these arrangements will constitute restricted securities issued in reliance on Section 4(a)(2) of the Securities Act and will be subject to applicable Rule 144 resale restrictions. As of June 30, 2026, no shares, warrants, or options had been issued under these arrangements. The related compensation expense and unrecognized compensation cost are included in the aggregate amounts disclosed in Note 14, “Stock-Based Compensation.”

| June 30, 2026, Form 10-Q

NOTE 14–STOCK-BASED COMPENSATION

As of June 30, 2026, approximately 7.4 million restricted share units (“RSUs”), fair valued at approximately $4.2 million with a weighted average value of $0.56 per share, have been granted or vested but not yet issued from different Incentive Plans and Grants.

Additionally, the Company has outstanding options held by advisors and directors to purchase approximately 14 million shares of common stock, fair valued at approximately $4.2 million with a weighted average of $0.31 per share, which have been granted or vested but are to be exercised over a period between Fiscal 2026 and Fiscal 2036.

The above awards include approximately 4.6 million RSUs and options to purchase 4.1 million shares granted to employees and directors, which consist of a vesting schedule based entirely on the attainment of either operational milestones (performance conditions) or market conditions, assuming continued employment either as an employee, or director with the Company. The performance-based awards are accounted for upon certification by the Company’s management, confirming the probability of achievement of milestones. As of June 30, 2026, the Company’s management confirmed that eight milestones had been achieved, and the rest were probable to be achieved by March 31, 2028.

The amounts disclosed above include share-based awards granted to non-employees in exchange for consulting, investor-relations, investor-outreach and related services. The Company accounts for these awards in accordance with ASC 718, and the related compensation expense and unrecognized compensation cost are included in the aggregate amounts disclosed in this Note. As of June 30, 2026, certain underlying shares, options and warrants had not been issued or exercised and remained subject to the applicable service, performance, vesting and approval conditions.

The options are valued using a Black-Scholes Pricing Model, and Market-based RSUs are valued based on a lattice model, with the following assumptions:

The expense associated with stock-based payments to employees, directors, advisors, and contractors is allocated over the vesting or service period and recognized in the Selling, general, and administrative expenses (including research and development). For the six months ended June 30, 2026, the Company’s stock-based expense and option-based expense, shown in Selling, general, and administrative expenses (including research and development), were $572 thousand and $1,184 thousand, respectively.

For the six months ended June 30, 2025, the Company’s stock-based expense and option-based expense, shown in Selling, general, and administrative expenses (including research and development), were $545 thousand and $287 thousand, respectively.

| June 30, 2026, Form 10-Q

As of June 30, 2026, the Company had approximately $2.5 million of unrecognized stock-based compensation cost related to non-vested shares, options and warrants, which is expected to be recognized over a period of up to 3 years, subject to satisfaction of the applicable service and performance conditions.

NOTE 15–FAIR VALUE OF FINANCIAL INSTRUMENTS

As of June 30, 2026, the Company’s marketable securities consist of liquid funds and ETPs, which have been classified as Level 1 of the fair value hierarchy because they have been valued using quoted prices in active markets. The Company’s cash and cash equivalents have also been classified as Level 1 on the same principle. Financial instruments are classified as current if they are expected to be liquidated within the next twelve months. The Company’s remaining investments have been classified as Level 3 instruments as there is little or no market data. Level 3 investments are valued using the measurement alternative under ASC 321.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2026, and December 31, 2025, and indicates the fair value hierarchy of the valuation techniques the Company used to determine such fair value:

As of June 30, 2026

As of December 31, 2025

| June 30, 2026, Form 10-Q

The following table presents the Company’s liabilities measured at fair value on a recurring basis as of June 30, 2026:

The derivative liability relates to the embedded conversion features of the VFG and FirstFire Notes. For more information, please refer to Note 11, “Loans and Other Liabilities”. The Company classifies the derivative liability within Level 3 as its valuation relies on significant unobservable inputs.

The fair value was estimated using a probability-weighted expected payoff model incorporating the following inputs: probability of default (10%), expected timing of default, the contractual conversion discount (75% of the lowest 10-day trading price), beneficial ownership cap (4.99%), exchange cap (19.99%), and a risk-adjusted discount rate of 12%. The following table presents a roll forward of the Level 3 derivative liability for the six months ended June 30, 2026 (in thousands):

Changes in the fair value of the derivative liability, if any, are recognized in other income (expense) in the condensed consolidated statements of operations. As of June 30, 2026, derivative liabilities related to the VFG Notes and FirstFire Note were approximately $46 thousand and $26 thousand, respectively, totaling $72 thousand. Initial and subsequent recognition during the six months ended June 30, 2026, totaling $83 thousand, and a net decrease in fair value of $11 thousand was recognized as a gain in other (expense)/income , net.

NOTE 16–SEGMENT INFORMATION

FASB ASC 280, “Segment Reporting,” establishes standards for reporting information about reportable segments. Operating segments are defined as components of an enterprise about which separate financial information is available and is evaluated regularly by the chief operating decision maker, or decision-making group (“CODM”), in deciding how to allocate resources and in assessing performance. The Company operates asone reportable segment. The Company's Chief Operating Decision Maker is its Chief Executive Officer, who reviews consolidated operating results to allocate resources and assess performance. The measure of segment assets is total assets as reported on the condensed consolidated balance sheets. The CODM evaluates revenue by product line and operating expenses by significant category to assess financial performance and allocate resources. The CODM’s primary measure of segment performance is operating loss, as presented below.

The following provides information required by ASC 280-10-50-38 “Entity-wide Information”:

1)The table below shows revenue reported by segment and the geographic location of customers:

All revenue for both periods presented was generated from customers located in the United States. For information on revenue by product and service, please refer to Note 2, “Summary of Significant Accounting Policies”.

| June 30, 2026, Form 10-Q

2)The table below shows the loss before income tax and other (expense)/income categories regularly provided to the CODM in assessing the Company’sone reportable segment, “Life Sciences,” segment performance:

3)The table below shows the non-current assets other than financial instruments held in the country of domicile and foreign countries.

NOTE 17–SUBSEQUENT EVENT

Subsequent to June 30, 2026, the Company raised approximately $687 thousand in gross proceeds through sales of its common stock under its at-the-market offering program.

| June 30, 2026, Form 10-Q