UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 2.01 Completion of Acquisition or Disposition of Assets.
As previously disclosed on October 1, 2025, Holi Hemp LLC (the “Seller”), a wholly owned subsidiary of IGC Pharma, Inc. (the “Company”), entered into a Sale of Assets and Manufacturing Agreement (the “Sale Agreement”), dated September 29, 2025, with Wellness Essentials Northwest LLC (the “Buyer”) to sell certain equipment, inventory, and related operating assets of Seller’s Vancouver, Washington facility for an agreed upon fair value of approximately $2.7 million for the transaction, subject to adjustment based on completion of the auditor’s valuation review and the satisfaction of certain closing conditions.
On November 13, 2025, the closing conditions were satisfied and the transactions under the Sale Agreement were consummated for a fair value of approximately $2.7 million.
The foregoing description 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 10.1 to this Current Report on Form 8-K incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(b) Pro Forma Financial Information
The unaudited pro forma condensed consolidated balance sheet as of June 30, 2025, and the unaudited pro forma condensed consolidated statement of operations for the three months ended June 30, 2025, reflecting the disposition described above are filed as Exhibit 99.1 and incorporated herein by reference.
| Exhibit No. | Description | |
| 10.1 | Sale of Assets and Manufacturing Agreement, dated September 29, 2025, between Holi Hemp LLC (d/b/a HH Processors) and Wellness Essentials Northwest Inc. (previously filed with the Original Report on October 1, 2025). | |
| 99.1 | Unaudited Pro Forma Condensed Consolidated Financial Statements. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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: November 14, 2025 | By: | /s/ Claudia Grimaldi |
| Name: | Claudia Grimaldi | |
| Title: | Principal Financial Officer and Vice President | |
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