UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-KT

☐ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

☒ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from April 1, 2025 to December 31, 2025

Commission file number: 001-32830

IGC PHARMA, INC.

(Exact Name of Registrant as Specified in Its Charter)

Maryland		20-2760393
(State or other jurisdiction of incorporation or organization)		(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)

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

Common Stock		IGC		NYSE American LLC
(Title of each class)		(Trading Symbol)		(Name of each exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act: None.

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 Securities Exchange 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 submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant 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 smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☑		Smaller reporting company ☑
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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management assessment of the effectiveness of its Internal Control Over Financial Reporting under section 404 (b) of the Sarbanes-Oxley by the registered public accounting firm that prepared 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 the registrant 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-based compensation 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 last business day of the Registrant’s most recently completed second fiscal quarter, was approximately $18,462,163. Solely for the purposes of this disclosure, shares of common stock held by executive officers and directors of the Registrant as of such date have been excluded because such persons may be deemed to be affiliates. This determination of executive officers and directors as affiliates is 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-KT

For the Transition Period from April 1, 2025 to December 31, 2025

TABLE OF CONTENTS

		Page
PART I

Item 1.	Business	1
Item 1A.	Risk Factors	17
Item 1B.	Unresolved Staff Comments	33
Item 1C.	Cybersecurity	33
Item 2.	Properties	34
Item 3.	Legal Proceedings	34
Item 4.	Mine Safety Disclosures	34

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities	35
Item 6.	[Reserved]	35
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	36
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	47
Item 8.	Financial Statements and Supplementary Data	F-1
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	48
Item 9A.	Controls and Procedures	48
Item 9B.	Other Information	48
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	48

PART III

Item 10.	Directors, Executive Officers, and Corporate Governance	49
Item 11.	Executive Compensation	54
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	57
Item 13.	Certain Relationships and Related Transactions, and Director Independence	58
Item 14.	Principal Accountant Fees and Services	58

PART IV

Item 15.	Exhibits and Financial Statement Schedules	61
Item 16.	Form 10-KT Summary	62
Signatures		63

	●	the sufficiency of our existing cash and cash equivalents and marketable securities to fund our future operating and capital expenses;

	●	our ability to successfully implement and deploy our artificial intelligence initiatives;

	●	our disposal of non-core Company assets;

	●	our ability to successfully register trademarks and patents, create and market new products and services, and achieve customer acceptance in the industries we serve;

	●	current and future economic and political conditions, including in North America, Colombia, Europe, and India;

	●	our ability to accurately predict the future demand for our products and services;

	●	our ability to successfully market our products in countries and states where our products are legal;

	●	our ability to maintain a stock listing on a national securities exchange;

	●	our ability to obtain and maintain regulatory approval of our existing product candidates and any other product candidates we may develop, and the labelling under any approval we may obtain;

	●	our ability to timely complete regulatory filings;

	●	our ability to obtain the U.S. Food and Drug Administration (“FDA”) approval for an Investigational New Drug Application (“INDA”) and to successfully run medical trials, including CALMA, a Phase 2 trial for IGC-AD1;

	●	our reliance on third parties to conduct clinical trials and for the manufacture of IGC-AD1 for clinical and non-clinical studies and clinical trials;

	●	our financial performance;

	●	the outcome of medical trials that are conducted on our Investigational Drug Candidates and products;

	●	our ability to fund the costs of clinical trials and other related expenses;

	●	our ability to maintain our intellectual property position and our ability to maintain and protect our intellectual property rights;

	●	competition and general acceptance of alternative, pharmaceutical, and nutraceutical therapies;

	●	our ability to effectively compete and our dependence on market acceptance of our brands and products within and outside the United States;

	●	federal and state legislation and administrative policy regulating our formulations;

	●	our ability (based in part on regulatory concerns) to license our products to processors that can produce pharmaceutical-grade formulations;

	●	our ability to obtain and protect patents for the use of our formulations;

	●	our ability to obtain and install equipment for processing and manufacturing our products;

	●	our ability to successfully navigate disruptions of information technology systems or data security breaches that could adversely affect our business; and

	●	our ability to successfully implement our strategy.

TARGET	DESCRIPTION		PATENT PENDING		GRANTED PATENTS
					US		FOREIGN
Alzheimer’s Disease (IGC-AD1)		Method & Composition for Treating CNS Disorders		11		1		1
Alzheimer’s Disease (IGC-AD1)		Method & Composition for Treating CNS Disorders		1		2		-
Alzheimer’s Disease (TGR-63)		Naphthalene Monoimide Derivatives with the ability to impact Aβ protein build-up		6		-		-
Alzheimer’s Disease (IGC-1C)		Naphthalene Monoimide Derivatives with the ability to impact Tau aggregation and neurofibrillary tangle formation		5		-		-
Alzheimer’s Disease (IGC-M3)		Naphthalene Monoimide Derivatives with the ability to impact Aβ plaque buildup and neurofibrillary tangle formation		4		-		-
Cancer (Naphthalene Diimdes)		Naphthalene Diimide Derivatives with the ability to self-assemble molecular interactions for biological and nonbiological systems		-		1		1
Alzheimer’s Disease (IGC-LMP)		Composition, Synthesis, & Medical use of Hybrid Cannabinoid		1		-		-
Epilepsy		Composition & Method for Treating Seizures in humans & cats/dogs		-		2		-
Eating Disorders		Cannabis formulation with Cyproheptadine for treating Cachexia & Eating Disorders		-		1		-
Stuttering & Tourette Syndrome		Cannabinoid-Based formulation for Treating Stuttering & Symptoms of Tourette Syndrome		-		1		-
Pain		Cannabinoid-Based Formulation combined with Cobalamin and a Method for Pain Management		1		2		2
Agentic Harmonization Assistant (AHA)		Multi-agent system for end-to-end heterogeneous data set harmonization		1		-		-
Sleep disturbance & sleep–wake cycle disruption in Alzheimer’s disease		Methods and compositions for treating using non-inebriating low-dose cannabinoid–melatonin therapy		1		-		-
TOTAL				31		10		4

	●	Integrated drug development expertise, supported by a multidisciplinary team of physicians, Ph.D.-level scientists, and experienced regulatory, clinical, and intellectual property professionals with expertise spanning drug discovery, formulation, clinical development, FDA regulatory pathways, and patent strategy;

	●	Deep experience in cannabinoid-based pharmacology, including the characterization of phytocannabinoid profiles, formulation science, and dose-controlled therapeutic applications under pharmaceutical development standards;

	●	Expertise in combination therapies and neuropsychiatric research, particularly as applied to cannabinoids, and their applications in Alzheimer’s disease and related neurological and neurobehavioral conditions;

	●	An expanding intellectual property portfolio, consisting of multiple issued patents and pending applications covering compositions, methods of use, formulations, and AI-enabled technologies and its use in Alzheimer’s designed to support both near-term clinical development and long-term platform value;
	●	Operational capabilities with internal cost-effective clinical execution and data management, including internal clinical trial infrastructure, electronic data capture systems, and trial oversight, designed to enhance efficiency, data quality, and cost control; and

	●	Experience, albeit limited in scope, in advancing assets through early clinical development, including the successful completion of a Phase 1 clinical trial and the ongoing CALMA trial of IGC-AD1, subject to regulatory approval.

Location	Nature of Activity	Type of License Required	Type of License held	Encumbrances in Obtaining Permit
U.S.	Life Sciences Products and General Management	General business Clinical Trials; Good Manufacturing Practices (GMP) certification. FDA approval to run a trial	General business licenses; Industrial Alcohol User Permit; FDA approval to run a trial.	None.
India	Infrastructure Contract, Rental of heavy equipment, and land	General business license	Business registrations with tax authorities in various states in India	None.
Colombia	Life Sciences Products and General Management	General business license; Instituto Nacional de Vigilancia de Medicamentos y Alimentos (INVIMA) Permits; Fondo Nacional De Estupefacientes (FNE) Permits.	General business license; Instituto Nacional de Vigilancia de Medicamentos y Alimentos (INVIMA) Permits; Fondo Nacional De Estupefacientes (FNE) Permits.	None.
Canada	Clinical Trials	Permit from Health Canada to conduct a trial in Canada. Permit to import IGC-AD1 into Canada.	Permit to conduct a trial and to import IGC-AD1 into Canada.	None

SEC Form 10-KT filed by IGC Pharma Inc.