IGC Pharma, Inc.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On June 30, 2026, the Company entered into separate Stock Purchase Agreements with Mr. Ram Mukunda and Ms. Claudia Grimaldi pursuant to which the Company approved the future issuance of an aggregate of 4,274,853 shares of common stock at $0.27 per share in connection with the cancellation and satisfaction of outstanding amounts aggregating $1,154,210. 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. When issued, the shares are expected to be restricted securities issued in reliance on Section 4(a)(2) of the Securities Act and subject to applicable Rule 144 resale restrictions. For more information, please refer to Note 13, “Securities.”

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.”

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.”

The transactions described above are intended to be exempt from registration under the Securities Act, by virtue of the provisions of Section 4(a)(2) of the Securities Act.