IGC Pharma, Inc.

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

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.