igc制药有限公司美股招股说明书(2026-01-06版)

PROSPECTUS SUPPLEMENT(To the Prospectus dated January 8, 2024) 779,997 Shares of Common Stock IGC Pharma, Inc. Common Stock Pursuant to this prospectus supplement and the accompanying prospectus, we are offering 779,997 shares of our commonstock, par value $0.0001 per share (“Common Stock”), directly to the investors without a placement agent or underwriter at a price of$0.30 per share. We are not paying underwriting discounts or commissions, so the proceeds to us, before expenses, from the sale of Our Common Stock is traded on NYSE American under the symbol “IGC.” On January 2, 2026, the last reported sale price ofour common stock on NYSE American was $0.29 per share. As of the date of this prospectus supplement, the aggregate market value of our outstanding voting and non-voting commonequity held by non-affiliates was approximately $22,624,644 based on 95,038,026 shares of outstanding Common Stock, of which75,415,481 shares were held by non-affiliates, and the last reported sale price of our Common Stock of $0.30 per share on December29, 2025. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities in a public primary offering with avalue exceeding more than one-third of our public float in any 12-month period so long as our public float remains below Investing in our securities involves a high degree of risk. See the section entitled “Risk Factors” appearing on page S-6of this prospectus supplement and elsewhere in this prospectus supplement and the accompanying base prospectus for a Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus supplement. Any representation to the contrary isa criminal offense. We expect to deliver the shares of Common Stock to the purchasers on or about January 5, 2026. The date of this prospectus supplement is January 5, 2026 Prospectus Supplement You should rely only on information contained in this prospectus. We have not authorized anyone to provide you withinformation that is different from that contained in this prospectus. We are not offering to sell or seeking offers to buy sharesof Common Stock or other securities in jurisdictions where offers and sales are not permitted. The information contained inthis prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts, this prospectus supplement and the accompanying base prospectus, both of which are part of aregistration statement on Form S-3 that we filed with the U.S. Securities and Exchange Commission (the “SEC”) using a “shelf”registration process. The first part is the prospectus supplement, including the documents incorporated by reference, which describesthe specific terms of this offering. The second part, the accompanying base prospectus, including the documents incorporated byreference, provides more general information. Before you invest, you should carefully read this prospectus supplement, theaccompanying base prospectus, all information incorporated by reference herein and therein, as well as the additional informationdescribed under “Where You Can Find More Information” on page S-8 of this prospectus supplement. These documents containinformation you should consider when making your investment decision. This prospectus supplement may add, update or changeinformation contained in the accompanying base prospectus. To the extent there is a conflict between the information contained in this You should rely only on the information contained or incorporated by reference in this prospectus supplement, theaccompanying base prospectus and in any free writing prospectuses we may provide to you in connection with this offering. We havenot authorized any other person to provide you with any information that is different. If anyone provides you with different orinconsistent information, you should not rely on it. We are offering to sell, and seeking offers to buy, shares of our Common Stockonly in jurisdictions where offers and sales are permitted. The distribution of this prospectus supplement and the offering of theCommon Stock in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit toany document that is incorporated by reference in the accompanying base prospectus were made solely for the benefit of the parties tosuch agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not bedeemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate CAUTIONARY NOTE REGARDING FORWARD LOOKI