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): October 110, 2025

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.)

~~10024~~10224 Falls Road, Potomac, Maryland ~~20859~~20854

(Address of principal executive offices) (Zip Code)

(301) 983-0998

(Registrant’s telephone number, including area code)

(Former Name or Former Address, if Changed since Last Report)

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~~Soliciting material pursuant to ~~Section~~Rule 14a-12~~(b) of~~ 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 1 5.0107 ~~Entry~~Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

On ~~September~~ 29October 10, 2025, ~~Holi~~IGC ~~Hemp LLC~~Pharma, ~~dba~~Inc. HH(the ~~Processors,~~“Company”) aheld ~~Maryland~~its ~~limited~~2025 ~~liability~~Annual ~~company~~Meeting of Stockholders (the “~~Seller~~Annual Meeting”),. At ~~and~~the ~~wholly~~Annual ~~owned subsidiary~~Meeting ofthe ~~IGC~~Company’s ~~Pharma,~~stockholders ~~Inc~~(i) elected Mr. (Ram Mukunda and Mr. James Moran to the “Company~~”),~~’s ~~entered~~board ~~into~~of directors ato ~~Sale~~serve ofas ~~Assets~~Class ~~and~~C ~~Manufacturing~~directors ~~Agreement~~until the 2028 annual meeting of Stockholders; (ii) ratified the ~~“Sale~~appointment of Manohar Chowdhry ~~Agreement”),~~& ~~whereby~~Associates ~~Wellness~~as ~~Essentials~~the ~~Northwest~~Company’s ~~Inc.,~~independent aregistered ~~Washington~~public ~~corporation~~accounting firm for the 2026 fiscal year; (~~“Buyer”~~iii) ~~agreed~~approved tothe ~~purchase~~grant of ~~equipment~~5, ~~inventory~~000,000 ~~and~~shares ~~the~~of ~~ready-~~common stock to~~-move~~ ~~facility~~be ofgranted ~~Seller~~from ~~and~~time ~~assumed~~to time to the ~~operational~~Company’s ~~responsibilities~~current ~~for~~and new employees, ~~utilities~~advisors, ~~lease obligations~~directors, and ~~other~~consultants ~~operating~~by ~~expenses,~~the ~~subject~~board toof ~~the~~directors, ~~satisfaction~~pursuant ofto certain ~~closing~~metrics ~~conditions.~~including ~~The~~performance, ~~parties~~vesting, ~~agreed~~and onincentive aas ~~fair~~set ~~value~~by ofthe ~~approximately~~board ~~$2.7~~of ~~million~~directors ~~for~~and or the ~~transaction,~~CEO; ~~which~~and ~~may~~(iv) beto ~~adjusted~~effect ~~based~~an onamendment ~~completion~~to our Amended and Restated Articles of Incorporation to increase the ~~auditor’s~~authorized number ~~valuation~~of ~~review.~~shares of our common stock from 150,000,000 shares to 600,000,000 shares of common stock;

The ~~Buyer~~ ~~agreed~~total tonumber of ~~provide~~shares of the ~~Seller~~Company’s ~~with~~common ~~certain~~stock ~~preferential~~voted ~~supply~~in ~~rights~~person asor ~~set~~by ~~forth~~proxy inat the ~~Sale~~Annual ~~Agreement.~~Meeting Inwas ~~the event that Buyer sells~~53,776,307 ~~transfers~~shares, orrepresenting ~~otherwise~~approximately 59.22% ~~disposes~~ of the ~~operating~~90,809,112 ~~business~~shares tooutstanding aand ~~third~~entitled ~~party~~to ~~within~~vote aat ~~five-year period from~~ the ~~date~~Annual ofMeeting. ~~the~~We ~~Sale Agreement,~~received ~~Seller~~a ~~shall~~total beof ~~entitled~~18,341,638 tobroker ~~receive~~non-votes. The ~~10%~~director ofnominees ~~the~~were ~~net~~elected, ~~proceeds~~and ~~received~~each ~~from~~matter ~~Buyer~~submitted into ~~such~~a ~~sale.~~vote ~~The obligations~~ of the ~~parties under~~Company’s stockholders at the ~~Agreement~~Annual ~~are~~Meeting ~~subject~~was approved toby ~~customary~~the ~~closing~~requisite ~~conditions,~~vote. ~~including~~The ~~receipt~~final ofvoting ~~internal~~results ~~corporate~~for ~~approvals~~each ~~and~~proposal ~~completion~~that ~~of the~~passed ~~auditor’s~~are ~~valuation~~set ~~review~~forth below.

~~The foregoing~~1. ~~description~~Election of ~~the Sale Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the Sale Agreement, a copy of which is filed as Exhibit 10~~Directors.~~1 to this Current Report on Form 8-K incorporated by reference herein.~~

Item 9.01 Financial Statements and Exhibits

Nominee	For		Abstain		Broker Non-votes
Ram Mukunda		34,134,477		1,300,192		18,341,638
James Moran		34,917,233		517,436		18,341,638

~~(d)~~ 2. Proposal to ratify the appointment of Manohar Chowdhry & Associates as the Company’s independent registered public accounting firm for the 2026 fiscal year.

Exhibit No.		Description
For			Against		Abstain
10.1		Sale of Assets and Manufacturing Agreement, dated September 29, 2025, by and between Holi Hemp LLC and Wellness Northwest Inc.
	53,213,920			236,934		325,453
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~The exhibits~~3. ~~listed~~Approval inof the ~~following~~grant ~~Exhibit~~of ~~Index~~5,000,000 ~~are~~shares ~~filed~~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 ~~part~~set by the board of ~~this~~directors ~~current~~and ~~report~~or the CEO.

For				Against				Abstain				Broker Non-votes
	32,259,971				3,102,646				72,052				18,341,638

To effect an amendment to our Amended and Restated Articles of Incorporation to increase the authorized number of shares of our common stock from 150,000,000 shares to 600,000,000 shares of common stock.

For				Against				Abstain				Broker Non-votes
	49,124,318				4,556,260				95,729				18,341,638

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 October 10, 2025, IGC Pharma, Inc. held the Annual Meeting, as previously scheduled. All the proposals passed.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

99.1		IGC Pharma Announces Results of 2025 Annual Meeting of Stockholders
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: October 1, 2025	By:	/s/ Claudia Grimaldi
Dated: October 10, 2025	By:	/s/ Claudia Grimaldi
		Name:	Claudia Grimaldi
		Title:	Principal Financial Officer and Vice President

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