2024 Q4 - Annual Report

FORM 10-K ☒Annual report pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934For FiscalYear Ended March 31, 2024. ☐Transition report pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934For the transition period fromto Commission file number: 001-32830 IGC PHARMA, INC.(Exact Name of Registrant as Specified in Its Charter) Maryland(State or other jurisdiction ofincorporation or organization)20-2760393(I.R.S. EmployerIdentification No.) 20854(Zip Code) (301) 983-0998(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Common StockIGCNYSE American LLC(Title of each class)(Trading Symbol)(Name of each exchange on which registered) Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.☐Yes☑No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.☐Yes☑No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file suchreports), and (2) has been subject to such filing requirements for the past 90 days.☑Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit such files).☑Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☑Emerging growth company☐ Accelerated filer☐Smaller reporting company☑ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management assessment of theeffectiveness of its Internal Control Over Financial Reporting under section 404 (b) of the Sarbanes-Oxley by the registered publicaccounting firm that prepared or issued its annual report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).☐Yes☑No The aggregate market value of the voting and non-voting stock held by non-affiliates of the Registrant, as of September 30, 2023,the last business day of the Registrant’s most recently completed second fiscal quarter, was approximately $20,882,737. Solely forthe purposes of this disclosure, shares of common stock held by executive officers and directors of the Registrant as of such datehave been excluded because such persons may be deemed to be affiliates. This determination of executive officers and directors asaffiliates is not necessarily a conclusive determination for any other purposes. 75,636,419 shares of our common stock were outstanding as of June 18, 2024. DOCUMENTS INCORPORATED BY REFERENCE None IGC PHARMA, INC.FORM 10-KFOR THE FISCAL YEAR ENDED MARCH 31, 2024 TABLE OF CONTENTS PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of EquitySecurities37Item 6.[Reserved]38Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations38Item 7A.Quantitative and Qualitative Disclosures About Market Risk45Item 8.Financial Statements and Supplementary Data45Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure70Item 9A.Controls and Procedures70Item 9B.Other Information70Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections70 PART III Item 10.Directors, Executive Offic