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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 23, 2024
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 23, 2024, IGC Pharma, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting the Company’s stockholders (i) elected Mr. Richard Prins and Mr. Terry Lierman to the Company’s board of directors to serve as Class B directors until the 2027 annual meeting of Stockholders; (ii) ratified the appointment of Manohar Chowdhry & Associates as the Company’s independent registered public accounting firm for the 2025 fiscal year; and (iii) approved the grant of 5,000,000 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.
The total number of shares of the Company’s common stock voted in person or by proxy at the Annual Meeting was 42,811,367 shares, representing approximately 56.60% of the 75,636,419 shares outstanding and entitled to vote at the Annual Meeting. We received a total of 14,877,728 broker non-votes. The director nominees were 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 |
|||
|
Richard Prins |
26,116,740 |
1,816,899 |
14,877,728 |
|||
| Terry Lierman | 27,800,503 | 133,136 | 14,877,728 |
|
2. |
Proposal to ratify the appointment of Manohar Chowdhry & Associates as the Company’s independent registered public accounting firm for the 2025 fiscal year. |
|
For |
Against |
Abstain |
||
|
42,587,128 |
165,701 |
58,538 |
|
3. |
Approval of the grant of 5,000,000 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 |
|||
|
25,871,862 |
2,018,811 |
42,966 |
14,877,728 |
|
4. |
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 23, 2024, 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.
|
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit No. |
Description |
|
99.1 |
|
|
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 26, 2024 |
By: |
/s/ Ram Mukunda |
|
|
Name: Ram Mukunda |
|||
|
Title: Chief Executive Officer and President |
|||
Exhibit 99.1
IGC Announces Results of its 2024 Annual Stockholders Meeting
POTOMAC, MD. (Business Wire) August 26, 2024 / IGC Pharma, Inc. (“IGC” or the “Company”) (NYSE American: IGC) announces that during its Annual Meeting of Stockholders scheduled for and convened on August 23, 2023 (the “Annual Meeting”), all proposals as disclosed on the Definitive Proxy Statement on Schedule 14A filed with the SEC on July 8, 2024, were passed by the requisite vote of the stockholders. Only stockholders of record on the record date of June 28, 2024, 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 Mr. Richard Prins and Mr. Terry Lierman to the Company’s board of directors to serve as Class B directors until the 2027 annual meeting of Stockholders; (ii) the proposal to ratify the appointment of Manohar Chowdhry & Associates as the Company’s independent registered public accounting firm for the 2025 fiscal year; and (iii) the grant of 5,000,000 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.
About IGC:
IGC Pharma is an AI-powered, clinical-stage biotechnology company focused on developing innovative treatments for Alzheimer's disease and transforming patient care with fast-acting, safe, and effective solutions. Our portfolio includes the TGR family, including TGR-63, which targets amyloid plaques, a hallmark of Alzheimer's. The IGC-C and IGC-M platforms are advancing in preclinical studies, focusing on metabolic disorders, tau proteins, early plaque formation, and multiple disease hallmarks. Our lead therapeutic candidate, IGC-AD1, is a cannabinoid-based treatment currently in a Phase 2 trial for agitation in dementia associated with Alzheimer's (clinicaltrials.gov, NCT05543681). Interim data for IGC-AD1 demonstrated that it has the potential to transform patient care by offering faster-acting and more effective relief compared to traditional medications. Additionally, our AI models are designed to predict potential biomarkers for the early detection of Alzheimer's, optimize clinical trials, and predict receptor affinity, among others. With 28 patent filings and a commitment to innovation, IGC Pharma is dedicated to advancing pharmaceutical treatments and improving the lives of those affected by Alzheimer's and related conditions.
Forward-looking Statements:
This press release contains forward-looking statements. These forward-looking statements are based largely on IGC Pharma's expectations and are subject to several risks and uncertainties, certain of which are beyond IGC Pharma'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, or government regulations affecting AI or the AI algorithms not working as intended or producing accurate predictions; general economic conditions that are less favorable than expected; the FDA's general position regarding cannabis- and hemp-based products; and other factors, many of which are discussed in IGC Pharma's U.S. Securities and Exchange Commission (“SEC”) filings. IGC incorporates by reference its Annual Report on Form 10-K filed with the SEC on June 24, 2024, and on Form 10-Q filed with the SEC on August 7, 2024, as if fully incorporated and restated herein. Considering 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
Rosalyn Christian / Walter Frank
igc@imsinvestorrelations.com
(203) 972-9200