IGC · IGC Pharma, Inc.

IGC Pharma has entered into two significant financing transactions involving convertible promissory notes with institutional investors FirstFire Global Opportunities Fund and Vanquish Funding Group. The Company secured aggregate gross proceeds of $514,000 through the issuance of notes carrying a combined principal amount of $584,960, reflecting an effective original issue discount of approximately 12.2%. The structure of these instruments carries notable implications for existing shareholders. Both notes are convertible into common stock at a variable price equal to 75% of the lowest trading price during the ten trading days preceding conversion, but only upon the occurrence of an Event of Default. This structure effectively creates a potential dilution risk if the Company fails to meet its obligations. The notes also impose a 19.99% conversion cap on share issuance without shareholder approval, aligning with NYSE American rules. The FirstFire note requires mandatory monthly payments beginning October 2026, while the VFG note requires payments beginning September 2026. Both notes mature in the first half of 2027. The cross-default provisions link these obligations with other existing or future debt to the same holders, increasing the risk profile of the Company's capital structure. Management stated the proceeds will be used for general working capital purposes.