IGC Pharma Inc美股招股说明书(2025-09-19版)

We have entered into an At-the-Market (ATM) Sales Agreement (the “Sales Agreement”) with A.G.P./Alliance Global Partners(“A.G.P.” or the “Sales Agent”) relating to shares of our common stock, par value $0.0001 per share. Under the Sales Agreement, wemay offer and sell shares of our common stock having an aggregate offering price of up to $60,000,000 from time to time through theSales Agent as our sales agent. Under the terms of the Sales Agreement, we may also sell shares to the Sales Agent as principal for itsown account. By means of this prospectus supplement, we are offering $11,309,229 of common stock pursuant to General Instruction I.B.6 of FormS-3. As of September 3, 2025, the aggregate market value of our outstanding common stock held by non-affiliates, or the public float,was approximately $33,927,686, which was calculated based on approximately 72,136,567 shares of outstanding common stock heldby non-affiliates and on a price per share of $0.47, the highest closing price of our common stock in the past 60 days or on September3, 2025. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell our securities in a public primary offering with avalue exceeding more than one-third of our public float in any 12-month period (or $11,309,229) so long as our public float remainsbelow $75,000,000. As of September 17, 2025, pursuant to General Instruction I.B.6 of Form S-3 and during the 12-calendar monthsprior to and including the date of this prospectus supplement, we have sold 12,807,199 shares of our common stock in connection withthis “At-the-Market” financing facility. The Sales Agent is not required to sell any specific number or dollar amount of shares of our common stock but will use itscommercially reasonable efforts, as our agent and subject to the terms of the Sales Agreement, to sell the shares offered by thisprospectus supplement and the accompanying prospectus. Sales of the shares, if any, may be made by any means permitted by law anddeemed to be an “at the market” offering as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”),including sales made directly on the NYSE American, at market prices, in negotiated transactions at market prices prevailing at thetime of sale or at prices related to such prevailing market prices, or any other method permitted by law. The price per share will be atprevailing market prices when we have an order to sell our shares in effect. An order to sell our shares may contain a minimum salesprice and a maximum number of shares to be sold under the order. The Sales Agent will be entitled to compensation at a fixed commission rate of 3% of the gross sales price per share sold. We have alsoagreed to reimburse certain expenses of the Sales Agent in connection with the Sales Agreement. The net proceeds to us that wereceive from sales of our common stock will depend on the number of shares actually sold and the offering price for such shares. Theactual proceeds to us will vary. In connection with the sale of shares of our common stock on our behalf, the Sales Agent may bedeemed to be an “underwriter” within the meaning of the Securities Act, and the compensation of the Sales Agent may be deemed tobe underwriting commissions or discounts. We have agreed to provide indemnification and contribution to the Sales Agent againstcertain liabilities, including liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended (the “ExchangeAct”). See “Plan of Distribution” beginning on page S-13 for more information regarding the Sales Agent’s compensation andexpenses. Our shares of common stock trade on the NYSE American under the symbol IGC. On September 17, 2025, the last reported sale priceof our common stock, as reported on the NYSE American, was $0.41 per share. We are a smaller reporting company under Rule 405 of the Securities Act and, as such, have elected to comply with certain reducedpublic company reporting requirements for this prospectus supplement, the documents incorporated by reference herein, and futurefilings. Investing in our securities involves a high degree of risk. Before investing in our securities, you should carefully consider therisk factors described in“Risk Factors”in this prospectus supplement beginning on page S-7, in the accompanying prospectusand in other documents incorporated by reference, including our Annual Report on Form 10-K for the fiscal year endedMarch 31, 2025 filed with the U.S. Securities and Exchange Commission (“SEC”) on June 27, 2025, and our Quarterly Reporton Form 10-Q for the quarter ended June 30, 2025 filed with the SEC on August 14, 2025, and other documents that wesubsequently file with the SEC that update, supplement or supersede such information. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement or the accompanying prospe