IGC Pharma Inc 2025年度报告

FORM 10-KT ☐Annual report pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934 ☒Transition report pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from April1, 2025 to December 31, 2025 Commission file number: 001-32830 (Name of each exchange on whichregistered) 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 such reports),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 that theregistrant 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. Accelerated filer☐Smaller reporting company☑ Large accelerated filer☐Non-accelerated filer☑Emerging growth 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 the effectiveness ofits Internal Control Over Financial Reporting under section 404 (b) of the Sarbanes-Oxley by the registered public accounting firm thatprepared 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 June 30, 2025, the lastbusiness day of the Registrant’s most recently completed second fiscal quarter, was approximately $18,462,163. Solely for thepurposes of this disclosure, shares of common stock held by executive officers and directors of the Registrant as of such date havebeen excluded because such persons may be deemed to be affiliates. This determination of executive officers and directors as affiliatesis not necessarily a conclusive determination for any other purposes. 98,796,089 shares of our common stock were outstanding as of March 11, 2026. DOCUMENTS INCORPORATED BY REFERENCE None IGC PHARMA, INC.FORM 10-KTFor the Transition Period from April 1, 2025 to December 31, 2025 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 Equity Securities35Item 6.[Reserved]35Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations36Item 7A.Quantitative and Qualitative Disclosures About Market Risk47Item 8.Financial Statements and Supplementary DataF-1Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure48Item 9A.Controls and Procedures48Item 9B.Other Information48Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections48 PART III Item 10.Directors, Executive Officers, and Corporate Governance49Item 11.Executive Compensation54Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters57Item 13.Certain Relationships and Related Transactions, and Director Independence58Item 14.Principal Accountant Fees and Services58 PART IV Item 15.Exhibits and Financial Statement SchedulesItem 16.Form 10-KT SummarySignatures 616263 FORWARD-LOOKING STATEMENTS AND IMPORTANT FACTORS This Transit