IGC Pharma, Inc.
For the period ended Sep 30, 2026. Filed Nov 6, 2026.
View on SEC.govAbout this filing
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.
Sep 30, 2026 · Filed Nov 6, 2026
IGC$0.20+5.8%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-14.
0001185185-26-003544
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-06.
0001185185-26-005237
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresThe 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 25 previous paragraphs and 13 current paragraphs.
9 unchanged; 2 reworded; 2 added; 14 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 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 (2)
Current report
During the three months ended September 30, 2026, the Company issued an aggregate of 225,758 shares of its common stock to two investor-relations consultants, consisting of 75,758 shares to Opus8, Inc. and 150,000 shares to AJO Capital, Inc., as consideration for investor-relations services rendered under their respective consulting agreements. In connection with its agreement, Opus8, Inc. was also granted an option to purchase 25,000 shares of common stock at an exercise price of $0.30 per share. The Company received no cash consideration for these securities, and no underwriting discounts or commissions were paid. The securities were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as transactions by an issuer not involving a public offering. The shares are restricted securities and bear a restrictive legend.
Removed paragraphs (14)
Previous report
Risks Related to Our Clinical Development and IGC-AD1
Previous report
Our business is highly dependent on the successful development of our lead product candidate, IGC-AD1, and we may not successfully complete clinical development or obtain regulatory approval.
Previous report
Our ability to advance IGC-AD1 depends on the successful execution and completion of our ongoing Phase 2 CALMA clinical trial. We may experience delays in patient enrollment, including failure to achieve targeted enrollment within expected timelines, or at all. Although target enrollment has been reached, the trial remains subject to risks relating to patient follow-up, evaluability, protocol deviations, data cleaning, database lock, site closeout, statistical analysis, safety findings, and timing of topline results.
Previous report
Clinical trials are inherently complex and subject to numerous risks, including delays in site initiation, variability in site performance, patient recruitment challenges, protocol deviations, and unforeseen operational or logistical issues. Any such delays could increase development costs, extend timelines, and adversely affect our business and financial condition.
Previous report
The timing of key clinical milestones, including database lock and the availability of topline data, is uncertain and subject to change. Delays in data collection, data cleaning, monitoring, or analysis could postpone the release of clinical results, which may adversely affect investor expectations, our stock price, and our ability to raise capital.
Previous report
We may not obtain regulatory approval for IGC-AD1. The U.S. Food and Drug Administration (“FDA”) and other regulatory authorities may require additional preclinical or clinical studies, impose delays in the review process, or determine that our data are insufficient to support approval. Regulatory requirements are evolving and may change during the course of development. Failure to obtain regulatory approval would prevent us from commercializing IGC-AD1 and could materially adversely affect our business.
Previous report
We will require substantial additional capital to continue the development of IGC-AD1 and our other product candidates. Our ability to obtain financing depends on market conditions and other factors beyond our control, and such financing may not be available on acceptable terms, or at all. If we are unable to secure sufficient funding, we may be required to delay, scale back, or discontinue our development programs.
Previous report
The biopharmaceutical industry is highly competitive, and our product candidates may face significant competition. Competing therapies, including those currently approved or under development for Alzheimer’s disease or agitation, may demonstrate superior efficacy, safety, or cost-effectiveness. In addition, changes in the standard of care could reduce the commercial opportunity for IGC-AD1, even if approved.
Previous report
We are developing and utilizing artificial intelligence and data-driven tools, including our MINT-AD platform, to support research and development activities. These technologies are emerging and subject to significant technical, regulatory, and operational risks. They may not perform as expected, may produce inaccurate or non-generalizable results, and may be subject to evolving regulatory oversight, including potential FDA regulation of software-based tools. Any limitations or failures of these technologies could adversely affect our clinical development efforts.
Previous report
Our operations and clinical development activities may also be adversely affected by general economic and geopolitical conditions, including supply chain disruptions, labor shortages, regulatory changes, and global market volatility. These factors may impact clinical trial execution, access to clinical sites and personnel, and overall development timelines.
Previous report
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.”
Previous 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.”
Previous 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.”
Previous report
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.
Reworded paragraphs (2)
Previous wording
Even if we complete the CALMA clinical trial, the results may not demonstrate sufficient safety, tolerability, or efficacy to support continued development or regulatory approval. Clinical trial outcomes are inherently uncertain and may be influenced by factors including trial design, statistical assumptions, patient population characteristics, dosing regimens, and variability in individual patient responses. Negative or inconclusive results could delay or prevent further development and materially adversely affect the value of IGC-AD1.
Current wording
Our business depends heavily on the successful development of our lead product candidate, IGC-AD1. Our ability to advance IGC-AD1 depends on successfully executing and completing our ongoing Phase 2 CALMA clinical trial. Target enrollment has been reached; however, the trial remains subject to risks relating to data cleaning, database lock, site closeout, statistical analysis, and safety findings. Even if we complete the CALMA clinical trial, the results may not demonstrate sufficient safety, tolerability, or efficacy to support continued development or regulatory approval, all or any of which could adversely affect the value of IGC-AD1. The precise timing of key clinical milestones, such as the availability of topline data, is uncertain because it involves multiple statistical analyses, including by independent statisticians, and depends heavily on their schedules.
Previous wording
The Company has issued convertible promissory notes that contain variable-rate conversion features, which could result in substantial dilution to existing stockholders. Upon the occurrence and continuation of an event of default, the holders of these notes may convert outstanding amounts into shares of the Company’s common stock at a conversion price equal to a discount to the market price, including at 75% of the lowest trading price of the Company’s common stock during a specified period preceding conversion. As of June 30, 2026, the aggregate principal amount of such convertible instruments was approximately $937 thousand. Conversions at discounted prices may result in the issuance of a significant number of shares, particularly in periods of stock price volatility or decline, which could materially dilute the ownership interests of existing stockholders and adversely affect the market price of the Company’s common stock. Although these instruments include a 4.99% beneficial ownership limitation and a 19.99% share issuance cap in compliance with applicable NYSE American listing standards, such limitations may not prevent substantial dilution over time, particularly if conversions occur in multiple transactions or if stockholder approval is obtained to exceed applicable thresholds. In addition, the existence of these convertible instruments may create downward pressure on the trading price of the Company’s common stock, limit the Company’s ability to obtain additional financing on favorable terms, and could result in increased volatility in the market price of its securities.
Current wording
The Company has issued convertible promissory notes that contain variable-rate conversion features, which could result in substantial dilution to existing stockholders. Upon the occurrence and continuation of an event of default, the holders of these notes may convert outstanding amounts into shares of the Company’s common stock at a conversion price equal to a discount to the market price, including at 75% of the lowest trading price of the Company’s common stock during a specified period preceding conversion. The Company issued such convertible instruments with an aggregate original principal amount of approximately $937 thousand, of which approximately $308 thousand has been repaid. The aggregate principal of approximately $629 thousand remained outstanding as of September 30, 2026. Conversions at discounted prices may result in the issuance of a significant number of shares, particularly in periods of stock price volatility or decline, which could materially dilute the ownership interests of existing stockholders and adversely affect the market price of the Company’s common stock. Although these instruments include a 4.99% beneficial ownership limitation and a 19.99% share issuance cap in compliance with applicable NYSE American listing standards, such limitations may not prevent substantial dilution over time, particularly if conversions occur in multiple transactions or if stockholder approval is obtained to exceed applicable thresholds. In addition, the existence of these convertible instruments may create downward pressure on the trading price of the Company’s common stock, limit the Company’s ability to obtain additional financing on favorable terms, and could result in increased volatility in the market price of its securities.