IGC Pharma, Inc.

The following are the material changes to the risk factors disclosed in Part I, Item 1A, “Risk Factors” in our Transition Report on Form 10-KT for the period ended December 31, 2025, filed with the SEC on March 18, 2026.

Risks Related to Our Phase 2 CALMA Trial

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.

Risks Related to Our Convertible Debt Instruments

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.

| September 30, 2026, Form 10-Q