IGC Pharma discloses June 30 stock deal that settled debt to CEO and finance chief

IGC Pharma, Inc. filed a Form 8-K disclosing that on June 30, 2026, it signed separate Stock Purchase Agreements with CEO Ram Mukunda and Vice President and Principal Financial Officer Claudia Grimaldi. Under the agreements, Mukunda and Grimaldi purchased shares of the company's common stock, par value $0.0001 per share, directly from the company at a purchase price of $0.27 per share.¹

Instead of cash, the executives paid by giving up amounts the company already owed them. This included personal cash advances they had previously made to the company along with other sums deferred over multiple years.¹

Mukunda received 2,226,475 shares in exchange for canceling $601,148 owed to him, of which about $283,639 came from personal cash advances he had made to the company.¹ Grimaldi received 2,048,378 shares for canceling $553,062 owed to her, including roughly $268,723 in personal cash advances.¹

The independent directors and the Audit Committee approved the transactions in advance, with the interested directors recused, including for purposes of Rule 16b-3 under the Securities Exchange Act of 1934.¹ No cash changed hands, and the deal cut the company's outstanding obligations by $1,154,210 while increasing stockholders' equity by a corresponding amount.¹

The company issued the shares under an exemption from registration. It relied on Section 4(a)(2) of the Securities Act of 1933 on the basis that the transaction did not involve a public offering, and the two executive officers acquired the shares for investment purposes.¹ No general solicitation was used and no underwriting fees were paid, and the shares remain restricted, subject to registration requirements or an exemption such as Rule 144.¹ Any future resale by Mukunda or Grimaldi will still be governed by securities law, Section 16 of the Exchange Act, the company's insider trading policy, and NYSE American rules.¹

The filing was signed by CEO Ram Mukunda on July 6, 2026.