Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 18, 2023

IGC PHARMA, INC.

(Exact name of registrant as specified in charter)

Maryland	001-32830	20-2760393
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

10224 Falls Road, Potomac, Maryland 20854

(Address of principal executive offices) (Zip Code)

(301) 983-0998

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.0001 par value	IGC	NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1934 (§240.12b-2 of this chapter)

Emerging growth company ☐.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On August 18, 2023, IGC Pharma, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting the Company’s stockholders (i) elected Claudia Grimaldi NACD.DC to the Company’s Board of Directors to serve as a Class A director until the 2026 annual meeting of stockholders; (ii) ratified the appointment of Manohar Chowdhry & Associates as the Company’s independent registered public accounting firm for the 2024 fiscal year; (iii) approved the grant of 3,000,000 shares of common stock to be granted from time to time to the Company’s current and new employees, advisors, directors, and consultants by the board of directors, pursuant to certain metrics including performance, vesting, and incentive as set by the board of directors and or the CEO; (iv) approved the compensation of the Company’s named executive officers; and (v) approved on an advisory basis that the frequency of say-on-pay votes at future annual meetings of stockholders be every three years.

The total number of shares of the Company’s common stock voted in person or by proxy at the Annual Meeting was 27,204,176 shares, representing approximately 51.25% of the 53,077,436 shares outstanding and entitled to vote at the Annual Meeting. We received a total of 11,035,662 broker non-votes. The director nominee was elected and each other matter submitted to a vote of the Company’s stockholders at the Annual Meeting was approved by the requisite vote. The final voting results for each proposal that passed are set forth below.

1.	Election of Directors.

Nominee		For		Withhold		Broker Non-votes
Claudia Grimaldi		14,740,248		1,428,266		11,035,662

2.	Proposal to ratify the appointment of Manohar Chowdhry & Associates as the Company’s independent registered public accounting firm for the 2024 fiscal year.

For			Against		Abstain
26,949,467			163,043		91,666

Approval of the grant of 3,000,000 shares of common stock to be granted from time to time to the Company’s current and new employees, advisors, directors, and consultants by the board of directors, pursuant to certain metrics including performance, vesting, and incentive as set by the board of directors and or the CEO.

For		Against		Abstain		Broker Non-votes
14,268,013		1,861,386		39,115		11,035,662

4.	Approval of a non-binding advisory resolution to approve the compensation of the Company’s named executive officers.

For		Against		Abstain		Broker Non-votes
15,339,051		769,054		60,409		11,035,662

5.	Approval to, by a non-binding advisory vote, setting the frequency of say-on-pay votes at future annual meetings of stockholders to every three years;

1 YEAR		2 YEARS		3 YEARS		Abstain		Broker Non-votes
2,429,382		181,013		13,078,308		479,811		11,035,662

6.	The proposal to adjourn the meeting to a later date was not necessary or appropriate because there were sufficient votes to approve the other proposals.

Pursuant to the results of the non-binding advisory vote to approve the frequency of stockholder votes on executive compensation, the Board of Directors of the Company has determined that the Company shall hold a stockholder vote on executive compensation every three years.

Item 8.01.

Other Events.

On August 18, 2023, IGC Pharma, Inc. held the Annual Meeting, as previously scheduled. All the proposals passed.

A copy of the press release announcing the results of the Annual Meeting voting is attached hereto as Exhibit 99.1.

The National Association of Corporate Directors (NACD) recently recognized Claudia Grimaldi as NACD Directorship Certified®. Directors who earn this designation signal to boards, investors, and other stakeholders that they are keeping on top of the emerging issues and trends impacting financial performance, disrupting business models, and changing the competitive landscape.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description

99.1	Press Release dated August 21, 2023.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	IGC PHARMA, INC.


Dated: August 21, 2023	By:	/s/ Ram Mukunda
		Name: Ram Mukunda
		Title: Chief Executive Officer and President

Exhibit 99.1

IGC Announces Results of its 2023 Annual Stockholders Meeting

POTOMAC, MD. (Business Wire) August 21, 2023 / IGC Pharma, Inc. (“IGC” or the “Company”) (NYSE American: IGC) announces that during its Annual Meeting of Stockholders scheduled for and convened on August 18, 2023 (the “Annual Meeting”), all proposals as disclosed on the Definitive Proxy Statement on Schedule 14A filed with the SEC on July 26, 2023, were passed by the requisite vote of the stockholders. Only stockholders of record on the record date of June 21, 2023, were entitled to and requested to vote at the Annual Meeting.

At the Annual Meeting, all of the following proposals were approved by the requisite vote of the stockholders: (i) the election of Ms. Claudia Grimaldi to the Company’s Board of Directors to serve as Class A directors until the 2026 annual meeting of stockholders; (ii) the proposal to ratify Manohar Chowdhry & Associates, as the Company’s independent registered public accounting firm for the 2024 fiscal year; (iii) the grant of 3,000,000 shares of common stock to be granted from time to time to the Company’s current and new employees, advisors, directors, and consultants by the Company Board of Directors, pursuant to certain metrics including performance, vesting, and incentive as set by the Company’s Board of Directors and or the CEO; (iv) the compensation of the Company’s named executive officers as disclosed pursuant to the SEC’s compensation disclosure rules (which disclosure includes the Compensation Discussion and Analysis, the compensation tables, and the narrative disclosures that accompany the compensation tables) (the “Say-on-Pay Proposal”); and (v) on an advisory basis that the frequency of say-on-pay votes at future annual meetings of stockholders be every three years.

About IGC:

IGC Pharma, Inc., (dba IGC) develops advanced cannabinoid-based formulations for treating diseases and conditions, including, but not limited to, Alzheimer’s disease, period cramps (“dysmenorrhea”), premenstrual syndrome (“PMS”), and chronic pain. IGC has two investigational drug assets targeting Alzheimer’s disease, IGC-AD1 and TGR-63, which have demonstrated in Alzheimer’s cell lines the potential to be effective in suppressing or ameliorating key hallmarks of Alzheimer’s disease, such as plaques or tangles. IGC-AD1 is a low-dose tetrahydrocannabinol (“THC”) based formulation that is currently in a 146-person Phase 2 clinical trial for agitation in dementia due to Alzheimer’s (clinicaltrials.gov, NCT05543681). IGC Pharma, Inc., also markets a wellness brand, Holief™, that targets women experiencing premenstrual syndrome and menstrual cramps.

Forward-looking Statements:

This press release contains forward-looking statements. These forward-looking statements are based largely on IGC’s expectations and are subject to several risks and uncertainties, certain of which are beyond IGC’s control. Actual results could differ materially from these forward-looking statements as a result of, among other factors, the Company’s failure or inability to commercialize one or more of the Company’s products or technologies, including the products or formulations described in this release, or failure to obtain regulatory approval for the products or formulations, where required; general economic conditions that are less favorable than expected, including as a result of the ongoing COVID-19 pandemic; the FDA’s general position regarding cannabis- and hemp-based products; and other factors, many of which are discussed in IGC’s U.S. Securities and Exchange Commission (“SEC”) filings. IGC incorporates by reference the human trial disclosures and Risk Factors identified in its Annual Report on Form 10-K filed with the SEC on July 7, 2023, as if fully incorporated and restated herein. In light of these risks and uncertainties, there can be no assurance that the forward-looking information contained in this release will occur.

Contact:

Investors

IMS Investor Relations

Walter Frank

igc@imsinvestorrelations.com

(203) 972-9200

Document And Entity Information	Aug. 18, 2023
Document Information Line Items
Entity Registrant Name	IGC PHARMA, INC.
Trading Symbol	IGC
Document Type	8-K
Amendment Flag	false
Entity Central Index Key	0001326205
Document Period End Date	Aug. 18, 2023
Entity Emerging Growth Company	false
Entity Incorporation, State or Country Code	MD
Entity File Number	001-32830
Entity Tax Identification Number	20-2760393
Entity Address, Address Line One	10224 Falls Road
Entity Address, City or Town	Potomac
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20854
City Area Code	(301)
Local Phone Number	983-0998
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $.0001 par value
Security Exchange Name	NYSEAMER