What changed in this filing

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Item 1. Financial Statements

2024-02-14 compared with 2023-11-09 · 170 added, 186 removed, 615 unchanged (37% of the section changed)

3 unchanged sentences

(in thousands, except share data)

September 30, 2023

December 31, 2023

March 31, 2023

25 unchanged sentences

Preferred stock, $ 0.0001 par value:

authorized 1,000,000 shares, no shares issued or outstanding as of September 30, 2023, and March 31, 2023.

authorized 1,000,000 shares, no shares issued or outstanding as of December 31, 2023, and March 31, 2023.

Common stock and additional paid-in capital, $ 0.0001 par value:

150,000,000 shares authorized;

63,706,939 and 53,077,436 shares issued and outstanding as of September 30, 2023, and March 31, 2023, respectively.

63,734,439 and 53,077,436 shares issued and outstanding as of December 31, 2023, and March 31, 2023, respectively.

Accumulated other comprehensive loss

3 unchanged sentences

The accompanying notes should be read in connection with these Condensed Consolidated Financial Statements.

| September 30, 2023, Form 10-Q

| December 31, 2023, Form 10-Q

IGC Pharma, Inc.

2 unchanged sentences

Three months ended

September 30,

Six months ended

September 30,

Nine months ended

Cost of revenue

2 unchanged sentences

Operating loss

Impairment Loss on PPE

Other income, net

8 unchanged sentences

The accompanying notes should be read in connection with these Condensed Consolidated Financial Statements.

| September 30, 2023, Form 10-Q

| December 31, 2023, Form 10-Q

IGC Pharma, Inc.

1 unchanged sentence

(in thousands)

Three months ended September 30, 2022

Three months ended December 31, 2022

Common Shares

4 unchanged sentences

Total Stockholders’

Balances as of June 30, 2022

Balances as of September 30, 2022

Common stock-based compensation & expenses, net

2 unchanged sentences

Foreign currency translation adjustments

Balances as of December 31, 2022

Three months ended December 31, 2023

Balances as of September 30, 2023

Three months ended September 30, 2023

Balances as of June 30, 2023

Common stock-based compensation & expenses, net

2 unchanged sentences

Foreign currency translation adjustments

Balances as of September 30, 2023

Six months ended September 30, 2022

Balances as of December 31, 2023

Nine months ended December 31, 2022

Common Shares

9 unchanged sentences

Foreign currency translation adjustments

Balances as of September 30, 2022

Six months ended September 30, 2023

Balances as of December 31, 2022

Nine months ended December 31, 2023

Balances as of March 31, 2023

3 unchanged sentences

Foreign currency translation adjustments

Balances as of September 30, 2023

Balances as of December 31, 2023

The accompanying notes should be read in connection with these Condensed Consolidated Financial Statements.

| September 30, 2023, Form 10-Q

| December 31, 2023, Form 10-Q

IGC Pharma, Inc.

1 unchanged sentence

(in thousands)

Six months Ended

September 30,

Nine months Ended

Cash flows from operating activities:

2 unchanged sentences

Common stock-based compensation and expenses, net

Impairment of assets

Other non-cash items

25 unchanged sentences

The accompanying notes should be read in connection with these Condensed Consolidated Financial Statements.

| September 30, 2023, Form 10-Q

| December 31, 2023, Form 10-Q

IGC Pharma, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS AND SIX MONTHS ENDED SEPTEMBER 30, 2023

THREE MONTHS AND NINE MONTHS ENDED DECEMBER 31, 2023

(in thousands, except for share data and loss per share, unaudited)

13 unchanged sentences

IGC-AD1 is currently in a Phase 2B, multi-center, randomized, double-blind, placebo-controlled trial, specifically designed to address agitation in dementia from Alzheimer’s disease (clinicaltrials.gov, NCT05543681).

This condition affects more than 10 million individuals in North America and Europe.

The trial is being conducted at 10 sites in the US and Canada.

Alzheimer’s impacts more than 15 million individuals in North America and Europe.

The Company has 13 trial sites under contract in the US and Canada for its Phase 2B trial.

Our portfolio includes four other small molecule assets, each at distinct stages of development, all with a singular mission — to transform the landscape of Alzheimer’s treatment.

6 unchanged sentences

We are actively expanding our technological capabilities with a primary focus on Generative Artificial Intelligence (“AI”) to enhance various aspects of clinical trial operations and data analysis.

Our Company is investing in and driving AI development with an immediate focus on clinical trial processes, and analysis.

Our AI initiatives are centered on informing clinical trials, developing a methodology for early detection of Alzheimer’s, and investigating the interaction of pharmaceuticals with cannabinoids.

Our Company is investing in and pursuing AI development with an immediate focus on clinical trial processes, and analysis.

Our AI initiatives are centered on informing clinical trials, developing a methodology for early detection of Alzheimer’s, and investigating the interaction of our molecules with cannabinoids.

Collectively, these core assets and initiatives underscore our commitment to advancing the field of pharmaceuticals, delivering groundbreaking treatments, and creating lasting value for our investors.

7 unchanged sentences

As a company engaged in the clinical-stage pharmaceutical industry, we focus our research and development efforts, subject to results of future clinical trials, on seeking pharmaceutical solutions that may a) alleviate neuropsychiatric symptoms such as agitation, anxiety, and depression associated with dementia in Alzheimer’s disease; and b) halt the onset, progression, or cure Alzheimer’s disease.

| September 30, 2023, Form 10-Q

| December 31, 2023, Form 10-Q

Over-the-Counter Products :

17 unchanged sentences

Business Organization

As of September 30, 2023, the Company had the following operating subsidiaries:

Techni Bharathi Private Limited (TBL), IGCare LLC, Holi Hemp LLC, IGC Pharma LLC, SAN Holdings LLC, Sunday Seltzer LLC, Hamsa Biopharma India Pvt.

As of December 31, 2023, the Company had the following operating subsidiaries:

Techni Bharathi Private Limited (TBL), IGCare LLC, HH Processors, LLC (formerly Holi Hemp LLC), IGC Pharma LLC, SAN Holdings LLC, Sunday Seltzer LLC, Hamsa Biopharma India Pvt.

Ltd., Colombia-based beneficially-owned subsidiary IGC Pharma SAS (formerly Hamsa Biopharma Colombia SAS) and IGC Pharma IP LLC.

7 unchanged sentences

Basis of presentation

The accompanying condensed consolidated Balance Sheet as of September 30, 2023, and March 31, 2023, condensed consolidated statements of operations for the three months and six months ended September 30, 2023, and 2022, and condensed consolidated statements of cash flows for the six months ended September 30, 2023, and 2022, are unaudited.

The consolidated balance sheet as of March 31, 2023, has been derived from audited financial statements, and the accompanying as of September 30, 2023 unaudited condensed consolidated financial statements (“interim statements”) of the Company have been prepared in accordance with accounting principles generally accepted in the U.S.

The accompanying condensed consolidated Balance Sheet as of December 31, 2023, and March 31, 2023, condensed consolidated statements of operations for the three months and nine months ended December 31, 2023, and 2022, and condensed consolidated statements of cash flows for the nine months ended December 31, 2023, and 2022, are unaudited.

The consolidated balance sheet as of March 31, 2023, has been derived from audited financial statements, and the accompanying as of December 31, 2023 unaudited condensed consolidated financial statements (“interim statements”) of the Company have been prepared in accordance with accounting principles generally accepted in the U.S.

GAAP”) as determined by the Financial Accounting Standards Board (the “FASB”) within its Accounting Standards Codification (“ASC”) and under the rules and regulations of the SEC.

4 unchanged sentences

These interim statements should be read in conjunction with the Company’s audited consolidated financial statements for the fiscal year ended March 31, 2023 (“Fiscal 2023”) contained in the Company’s Form 10-K for Fiscal 2023, filed with the SEC on July 7, 2023, specifically in Note 2 to the consolidated financial statements.

| September 30, 2023, Form 10-Q

| December 31, 2023, Form 10-Q

Principles of consolidation

17 unchanged sentences

The Company expects to continue to incur significant operating and net losses and negative cash flows from operations in the near future.

The Company estimates that its current cash and cash equivalents balance with working capital credit facility and equity investment is sufficient to support operations beyond the twelve months following the date these consolidated financial statements and footnotes were issued.

The Company estimates that its current cash and cash equivalents balance with working capital credit facility is sufficient to support operations beyond the twelve months following the date these consolidated financial statements and footnotes were issued.

These estimates are based on assumptions that may prove to be wrong, and the Company could use its available capital resources sooner than it currently expects.

2 unchanged sentences

If the financial condition of a customer deteriorates, additional allowances may be required.

We had $ 137 thousand of accounts receivable, net of provision for the doubtful debt of $ 12 thousand as of September 30, 2023, as compared to $ 107 thousand of accounts receivable, net of provision for the doubtful debt of $ 17 thousand as of March 31, 2023.

We had $ 92 thousand of accounts receivable, net of provision for the doubtful debt of $ 12 thousand as of December 31, 2023, as compared to $ 107 thousand of accounts receivable, net of provision for the doubtful debt of $ 17 thousand as of March 31, 2023.

Loss per share

The computation of basic loss per share for the six months ended September 30, 2023, excludes potentially dilutive securities of approximately 9 million shares, which includes share options, unvested shares such as restricted shares and restricted share units, granted to employees, non-employees, and advisors, and shares from the conversion of outstanding units, if any because their inclusion would be anti-dilutive.

The weighted average number of shares outstanding for the six months ended September 30, 2023, and 2022, used for the computation of basic earnings per share (“EPS”) is 53,695,912 and 52,082,096 , respectively, as compared to 54,301,087 and 52,194,098 for the three months ended September 30, 2023, and 2022, respectively.

Due to the loss incurred by the Company during the six months ended September 30, 2023, and 2022, all the potential equity shares are anti-dilutive, and accordingly, the fully diluted EPS is equal to the basic EPS.

| September 30, 2023, Form 10-Q

The computation of basic loss per share for the nine months ended December 31, 2023, excludes potentially dilutive securities of approximately 9 million shares, which includes share options, unvested shares such as restricted shares and restricted share units, granted to employees, non-employees, and advisors, and shares from the conversion of outstanding units, if any because their inclusion would be anti-dilutive.

The weighted average number of shares outstanding for the nine months ended December 31, 2023, and 2022, used for the computation of basic earnings per share (“EPS”) is 57,039,035 and 52,412,830 , respectively, as compared to 63,725,084 and 53,074,123 for the three months ended December 31, 2023, and 2022, respectively.

Due to the loss incurred by the Company during the nine months ended December 31, 2023, and 2022, all the potential equity shares are anti-dilutive, and accordingly, the fully diluted EPS is equal to the basic EPS.

| December 31, 2023, Form 10-Q

Cybersecurity

We have a cybersecurity policy in place and have taken cybersecurity measures to safeguard against hackers, however, there can be no assurance thereof.

During the six months ended September 30, 2023, there were no impactful breaches in cybersecurity.

During the nine months ended December 31, 2023, there were no impactful breaches in cybersecurity.

Revenue Recognition

16 unchanged sentences

Revenue from white label services is recognized when the performance obligation has been completed, and output material has been transferred to the customer.

Net sales disaggregated by significant products and services for the three months and six months ended September 30, 2023, and 2022 are as follows:

Net sales disaggregated by significant products and services for the three months and nine months ended December 31, 2023, and 2022 are as follows:

(in thousands)

Three months ended

September 30, 2023

December 31, 2023

(in thousands)

September 30, 2022

Three months ended

December 31, 2022

(in thousands)

Six months ended

September 30, 2023

Nine months ended

December 31, 2023

(in thousands)

Six months ended

September 30, 2022

Nine months ended

December 31, 2022

Infrastructure segment (1)

7 unchanged sentences

Changes to U.S.

GAAP are established by the Financial Accounting Standards Board (FASB) in the form of accounting standards updates (ASUs) to the FASB’s Accounting Standards Codification.

GAAP are established by the FASB in the form of accounting standards updates (“ASUs”) to the FASB’s ASC.

The Company considers the applicability and impact of all ASUs.

Newly issued ASUs not listed are expected to have no impact on the Company’s consolidated financial position and results of operations, because either the ASU is not applicable, or the impact is expected to be immaterial.

| September 30, 2023, Form 10-Q

| December 31, 2023, Form 10-Q

NOTE 3 – INVENTORY

(in thousands)

September 30, 2023

December 31, 2023

March 31, 2023

2 unchanged sentences

Finished goods

During the six months ended September 30, 2023, and 2022, the Company wrote off approximately $ 3 thousand and $ 40 thousand of inventory due to abnormal loss due to idle facility expense, freight, handling costs, scrap, and wasted material (spoilage).

During the nine months ended December 31, 2023, and 2022, the Company wrote off approximately $ 746 thousand and $ 110 thousand of inventory due to abnormal loss due to the product expiration, idle facility expense, freight, handling costs, scrap, and wasted material (spoilage).

This charge was recorded in Selling, General, and Administrative Expenses.

We capitalize inventory costs related to our investigational drug, provided that management determines there is a potential alternative use for the inventory in future research and development projects or other purposes.

As of September 30, 2023, and March 31, 2023, our consolidated balance sheet reported approximately $ 397 thousand and $ 407 thousand clinical trial-related inventory, respectively.

As of December 31, 2023, and March 31, 2023, our consolidated balance sheet reported approximately $ 397 thousand and $ 407 thousand clinical trial-related inventory, respectively.

NOTE 4 – DEPOSITS AND ADVANCES

(in thousands)

September 30, 2023

December 31, 2023

March 31, 2023

3 unchanged sentences

The Advances to suppliers and consultants primarily relate to advances to vendors.

Prepaid expenses and other current assets include approximately $ 25 thousand of statutory advances as of September 30, 2023, and March 31, 2023, respectively.

Prepaid expenses and other current assets include approximately $ 27 thousand of statutory advances as of December 31, 2023, and approximately $ 25 thousand as of March 31, 2023, respectively.

NOTE 5 – INTANGIBLE ASSETS

(in thousands)

September 30, 2023

December 31, 2023

March 31, 2023

7 unchanged sentences

Total intangible assets

| September 30, 2023, Form 10-Q

| December 31, 2023, Form 10-Q

The value of intangible assets includes the cost of acquiring patent rights, supporting data, and the expense associated with filing of patent applications.

1 unchanged sentence

The intangible with finite life is up to 20 years are amortized on straight-line basis, commencing from the date of grant or acquisition.

The amortization expense in the three months ended September 30, 2023, and 2022, amounted to approximately $ 18 thousand and $ 14 thousand, respectively, whereas the amortization expense in the six months ended September 30, 2023, and 2022 amounted to approximately $ 36 thousand and $ 24 thousand, respectively.

The Company regularly reviews its intangible assets to determine if any intangible asset is other-than-temporarily impaired, which would require the Company to record an impairment charge in the period and concluded that, as of September 30, 2023, there was no impairment.

The amortization expense in the three months ended December 31, 2023, and 2022, amounted to approximately $ 19 thousand and $ 14 thousand, respectively, whereas the amortization expense in the nine months ended December 31, 2023, and 2022 amounted to approximately $ 55 thousand and $ 38 thousand, respectively.

Estimated annual amortization expense

8 unchanged sentences

Useful Life (years)

September 30, 2023

December 31, 2023

March 31, 2023

7 unchanged sentences

Total property, plant, and equipment, net

The depreciation expense in the three months ended September 30, 2023, and 2022 amounted to approximately $ 140 thousand and $ 156 thousand, respectively.

The depreciation expense in the six months ended September 30, 2023, and 2022 amounted to approximately $ 277 thousand and $ 308 thousand, respectively.

The net decrease in Total property, plant, and equipment is primarily due to depreciation.

During the six months ended September 2023, the Company sold a fully depreciated property in India for net proceeds of approximately $ 43 thousand and accounted the same in other income.

The depreciation expense in the three months ended December 31, 2023, and 2022 amounted to approximately $ 140 thousand and $ 158 thousand, respectively.

The depreciation expense in the nine months ended December 31, 2023, and 2022 amounted to approximately $ 417 thousand and $ 466 thousand, respectively.

The net decrease in Total property, plant, and equipment is primarily due to the impairment of land by approximately $ 2.6 million.

During the nine months ended December 2023, the Company sold a fully depreciated property in India for net proceeds of approximately $ 43 thousand and accounted the same in other income.

During the quarter ended December 31, 2023, the Company considered multiple alternatives to generate revenue from the land situated in Nagpur, India, and did a preliminary evaluation of the Nagpur real estate market.

As a result, the Company impaired the said land comprised in the infrastructure segment by approximately $ 2.6 million to $ 1.4 million from $ 4.1 million to bring it closer to the fair value.

For more information, please refer to Note 16 – “Segment Information” for the non-current assets other than financial instruments held in the country of domicile and foreign countries.

NOTE 7 – LEFT BLANK INTENTIONALLY

| September 30, 2023, Form 10-Q

| December 31, 2023, Form 10-Q

NOTE 8 – CLAIMS AND ADVANCES

(in thousands)

September 30, 2023

December 31, 2023

March 31, 2023

8 unchanged sentences

(in thousands)

September 30, 2023

December 31, 2023

March 31, 2023

5 unchanged sentences

In addition, provision for expenses includes provision for legal, professional, and marketing expenses.

Other current liability also includes statutory payables of approximately $ 37 thousand and $ 31 thousand as of September 30, 2023, and March 31, 2023, respectively, and approximately $ 3 thousand of short-term loans as of September 30, 2023, and March 31, 2023, respectively.

Other current liability also includes statutory payables of approximately $ 41 thousand and $ 31 thousand as of December 31, 2023, and March 31, 2023, respectively, and approximately $ 3 thousand of short-term loans as of December 31, 2023, and March 31, 2023, respectively.

NOTE 11 – LOANS AND OTHER LIABILITIES

Loan as of September 30, 2023:

Loan as of December 31, 2023:

On June 11, 2020, the Company received an Economic Injury Disaster Loan (“EIDL”) for approximately $ 150 thousand at an annual interest rate of 3.75 %.

2 unchanged sentences

All remaining principal and accrued interest is due and payable 30 years from the date of the loan.

For the six months ended September 30, 2023, the interest expense and principal payment for the EIDL were approximately $ 3 thousand and $ 2 thousand, respectively.

For the six months ended September 30, 2022, the interest expense and principal payment for the EIDL were approximately $ 2 thousand each.

As of September 30, 2023, approximately $ 139 thousand of the loan is classified as Long-term loans and approximately $ 3 thousand as Short-term loans.

| September 30, 2023, Form 10-Q

For the nine months ended December 31, 2023, the interest expense and principal payment for the EIDL were approximately $ 4 thousand and $ 2 thousand, respectively.

For the nine months ended December 31, 2022, the interest expense and principal payment for the EIDL were approximately $ 4.1 thousand and $ 2 thousand, respectively.

As of December 31, 2023, approximately $ 138 thousand of the loan is classified as Long-term loans and approximately $ 3 thousand as Short-term loans.

| December 31, 2023, Form 10-Q

On June 30, 2023, the Company entered into a Master Loan and Security Agreement with O-Bank, CO., LTD.

3 unchanged sentences

The Company must pay the interest in full on the last business day of each interest period.

As of September 30, 2023, the Company has not yet used any of the $ 12 million available under the Credit Agreement.

As of December 31, 2023, the Company has not yet used any of the $ 12 million available under the Credit Agreement.

Other Liability:

(in thousands)

September 30, 2023

December 31, 2023

March 31, 2023

4 unchanged sentences

Such matters are subject to many uncertainties, and outcomes are not predictable with assurance.

There are no such matters that are deemed material to the condensed consolidated financial statements as of September 30, 2023, except as disclosed in the legal proceedings section below.

There are no such matters that are deemed material to the condensed consolidated financial statements as of December 31, 2023, except as disclosed in the legal proceedings section below.

In the U.S., we provide health insurance, life insurance, and a 401(k) plan wherein the Company matches up to 6 % of the employee’s pre-tax contribution up to a maximum annual amount determined by the IRS.

5 unchanged sentences

NOTE 13 – SECURITIES

As of September 30, 2023, the Company was authorized to issue up to 150,000,000 shares of common stock, par value $ 0.0001 per share, and 63,706,939 shares of common stock were issued and outstanding.

The Company is also authorized to issue up to 1,000,000 shares of preferred stock, par value $ 0.0001 per share, and no preferred shares were issued and outstanding as of September 30, 2023.

As of December 31, 2023, the Company was authorized to issue up to 150,000,000 shares of common stock, par value $ 0.0001 per share, and 63,734,439 shares of common stock were issued and outstanding.

The Company is also authorized to issue up to 1,000,000 shares of preferred stock, par value $ 0.0001 per share, and no preferred shares were issued and outstanding as of December 31, 2023.

Our common stock is listed on the NYSE American (ticker symbol:

3 unchanged sentences

The unit holders are requested to contact the Company or our transfer agent, Continental Stock Transfer and Trust, to separate their units into common stock.

Pursuant to the December 18, 2014, Purchase Agreement with Apogee, we issued Apogee 1.2 million shares of IGC’s common stock valued at $ 888 thousand for the purchase of a 24.9 % ownership interest in Midtown Partners & Co., LLC (MTP).

During Fiscal 2018, after considering several factors, the Company concluded that it no longer had significant influence over MTP and maintained the same investment value of approximately $ 773 thousand.

During Fiscal 2020, the Company created a provision for this investment.

The Company initiated the litigation on February 8, 2021, against Apogee.

During the three months ended September 2023, the court’s ruling on the motion for summary judgment, the parties participated in a mediation where they agreed in principle to a settlement as to all claims against each other.

As per the summary judgement, Apogee returned 500 thousand of Company’s shares back and Company cancelled the shares.

In November 2023, Apogee and the Company participated in a mediation and IGC paid Apogee $100,000 as part of a mutual release and settlement of all claims against each other.

For more information, kindly refer to Item 1 – Legal Proceedings for more information.

| September 30, 2023, Form 10-Q

On October 27, IGC Pharma, Inc.

(the “Company”) entered into a Sales Agreement (the “Agreement”) with A.G.P./Alliance Global Partners (the “Agent”) pursuant to which the Company may offer and sell, from time to time, through the Agent, as sales agent and/or principal, shares of its common stock, par value $ 0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $ 60 million (“Shares”), subject to certain limitations on the amount of Common Stock that may be offered and sold by the Company set forth in the Sales Agreement (the “Offering”).

| December 31, 2023, Form 10-Q

On October 27, 2023, the Company entered into a Sales Agreement (the “Agreement”) with A.G.P./Alliance Global Partners (the “Agent”) pursuant to which the Company may offer and sell, from time to time, through the Agent, as sales agent and/or principal shares of its common stock having an aggregate offering price of up to $ 60 million (“Shares”), subject to certain limitations on the amount of common stock that may be offered and sold by the Company set forth in the Sales Agreement (the “Offering”).

Prior to entering into the Sales Agreement with A.G.P./Alliance Global Partners, the Company terminated the Sales Agreement dated January 13, 2021, with The Benchmark Company.

NOTE 14 – STOCK-BASED COMPENSATION

As of September 30, 2023, 9 million restricted share units (RSUs), fair valued at $ 5.7 million with a weighted average value of $ 0.64 per share, have been granted but not yet issued from different Incentive Plans and Grants.

As of December 31, 2023, 9 million restricted share units (“RSUs”), fair valued at $ 5.6 million with a weighted average value of $ 0.64 per share, have been granted but not yet issued from different Incentive Plans and Grants.

This includes 4.7 million RSUs granted to employees and directors, which consists of a vesting schedule based entirely on the attainment of both operational milestones and market conditions, assuming continued employment either as an employee or director with the Company.

The performance-based RSUs are accounted upon certification by Management, confirming the probability of achievement of milestones.

As of September 30, 2023, Management confirmed three of the milestones had been achieved, and the rest were considered probable to be achieved by March 31, 2028.

As of December 31, 2023, Management confirmed three of the milestones had been achieved, and the rest were considered probable to be achieved by March 31, 2028.

Additionally, options held by advisors and directors to purchase 150 thousand shares of common stock fair valued at $ 69 thousand with a weighted average of $ 0.46 per share have been granted but are to be exercised over a service period ending in Fiscal 2031.

9 unchanged sentences

The expense associated with share-based payments to employees, directors, advisors, and contractors is allocated over the vesting or service period and recognized in the Selling, General, and Administrative expenses (including research and development).

For the six months ended September 30, 2023, the Company’s share-based expense and option-based expense shown in Selling, General and Administrative expenses (including research and development) were $ 901 thousand and $ 6 thousand, respectively, and for the six months ended September 30, 2022, the Company’s share-based expense and option-based expense was $ 1.8 million and $ 17 thousand, respectively.

For the nine months ended December 31, 2023, the Company’s share-based expense and option-based expense shown in Selling, General and Administrative expenses (including research and development) were $ 1.4 million and $ 9 thousand, respectively, and for the nine months ended December 31, 2022, the Company’s share-based expense and option-based expense was $ 2.2 million and $ 23 thousand, respectively.

Non-vested shares

4 unchanged sentences

Cancelled/forfeited

Non-vested shares as of September 30, 2023

Non-vested shares as of December 31, 2023

(in thousands)

5 unchanged sentences

Cancelled/forfeited

Options outstanding as of September 30, 2023

| September 30, 2023, Form 10-Q

Options outstanding as of December 31, 2023

| December 31, 2023, Form 10-Q

There was a combined unrecognized expense of $ 2.1 million related to non-vested shares and share options that the Company expects to be recognized over the weighted average life of 5 years.

NOTE 15 – FAIR VALUE OF FINANCIAL INSTRUMENTS

As of September 30, 2023, the Company’s investments may consist of money market funds, debt and equity funds, and other marketable securities, among others, which have been classified as Level 1 of the fair value hierarchy because they have been valued using quoted prices in active markets.

As of December 31, 2023, the Company’s investments may consist of money market funds, debt and equity funds, and other marketable securities, among others, which have been classified as Level 1 of the fair value hierarchy because they have been valued using quoted prices in active markets.

The Company’s cash and cash equivalents have also been classified as Level 1 on the same principle.

3 unchanged sentences

Level 3 investments are valued using the cost method.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2023, and March 31, 2023, and indicates the fair value hierarchy of the valuation techniques the Company used to determine such fair value:

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2023, and March 31, 2023, and indicates the fair value hierarchy of the valuation techniques the Company used to determine such fair value:

(in thousands)

As of September 30, 2023

As of December 31, 2023

Adjusted Cost

Cash Equivalents

Short Term Investments

Money Market Fund

3 unchanged sentences

Cash Equivalents

Short Term Investments

Money Market Fund

Certificates of Deposit

| September 30, 2023, Form 10-Q

| December 31, 2023, Form 10-Q

NOTE 16 – SEGMENT INFORMATION

12 unchanged sentences

Three months ended

September 30, 2023

December 31, 2023

(in thousands)

September 30, 2022

December 31, 2022

(in thousands)

Six months ended

September 30, 2023

Nine months ended

December 31, 2023

(in thousands)

Six months ended

September 30, 2022

Nine months ended

December 31, 2022

Infrastructure segment

7 unchanged sentences

Three months ended

September 30, 2023

Six months ended

September 30, 2023

December 31, 2023

Nine months ended

December 31, 2023

(in thousands)

Three months ended

September 30, 2022

Six months ended

September 30, 2022

| September 30, 2023, Form 10-Q

December 31, 2022

Nine months ended

December 31, 2022

| December 31, 2023, Form 10-Q

3) The table below shows the non-current assets other than financial instruments held in the country of domicile (U.S.) and foreign countries.

4 unchanged sentences

(India, Hong Kong, and Colombia)

September 30, 2023

December 31, 2023

Intangible assets, net

14 unchanged sentences

Total non-current assets

NOTE 17 – SUBSEQUENT EVENTS

On October 8, 2023, the European Intellectual Property Office issued a patent (#3193862) to the Company titled “CANNABINOID COMPOSITION AND METHOD FOR TREATING PAIN”.

The granted patent introduces a pioneering method for treating pain in humans.

Utilizing a cream base infused with a unique blend of cannabinoids, including tetrahydrocannabinol (THC) and cannabidiol (CBD), alongside other compounds, this revolutionary cream or gel is designed for transdermal absorption.

It interacts harmoniously with the peripheral nervous and immune systems, delivering effective pain relief without psychotropic or adverse side effects.

On October 27, IGC Pharma, Inc.

Prior to entering into the Sales Agreement with A.G.P./Alliance Global Partners, the Company terminated the Sales Agreement dated January 13, 2021, with The Benchmark Company.

| September 30, 2023, Form 10-Q

NOTE 17 – LEFT BLANK INTENTIONALLY

| December 31, 2023, Form 10-Q

Management ’ s Discussion and Analysis of Financial Condition and Results of Operations

The purpose of this Management’s Discussion and Analysis (“MD&A”) is to provide an understanding of IGC Pharma, Inc.’s (“IGC,” the “Company,” “we,” “our,” and/or “us”) consolidated financial condition and results of operations and cash flows.

The MD&A should be read in conjunction with our unaudited condensed financial statements and related notes that appear elsewhere in this Quarterly Report on Form 10-Q for the three months and six months ended September 30, 2023, and the Annual Report on Form 10-K for the fiscal year ended March 31, 2023, filed with the SEC on July 7, 2023 (the “2023 Form 10-K”).

The MD&A should be read in conjunction with our unaudited condensed financial statements and related notes that appear elsewhere in this Quarterly Report on Form 10-Q for the three months and nine months ended December 31, 2023, and the Annual Report on Form 10-K for the fiscal year ended March 31, 2023, filed with the SEC on July 7, 2023 (the “2023 Form 10-K”).

The Company’s actual results could differ materially from those discussed here.

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This condition affects more than 10 million individuals in North America and Europe.

The trial is being conducted at 10 sites in the US and Canada.

Alzheimer’s affects more than 15 million individuals in North America and Europe.

The Phase 2 trial is being conducted at 13 sites in the US and Canada.

Our portfolio includes four other small molecule assets, each at distinct stages of development, all with a singular mission — to transform the landscape of Alzheimer's treatment.

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| September 30, 2023, Form 10-Q

| December 31, 2023, Form 10-Q

Currently, IGC-AD1 is in a Phase 2B safety and efficacy clinical trial for agitation in dementia from Alzheimer’s (clinicaltrials.gov, NCT05543681).

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We are excited to collaborate with the University of Los Andes and are committed to advancing the frontiers of science and technology together.

We believe this overlay of Artificial Intelligence (AI) will help us simulate trial scenarios, generate new insights to facilitate improved decision-making, efficiently design our Phase 3 trial, provide advanced data analysis, and ultimately enhance the effectiveness and efficiency of our clinical trials, although there can be no assurance thereof.

We believe this overlay of AI will help us simulate trial scenarios, generate new insights to facilitate improved decision-making, efficiently design our Phase 3 trial, provide advanced data analysis, and ultimately enhance the effectiveness and efficiency of our clinical trials, although there can be no assurance thereof.

Our AI initiatives are centered on enhancing clinical trials, developing a methodology for early detection of Alzheimer’s, and investigating the interaction of pharmaceuticals with cannabinoids.

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We believe that our commitment to advancing the field of AI in medicine creates a strategic advantage in the industry, although there can be no assurance thereof.

| September 30, 2023, Form 10-Q

| December 31, 2023, Form 10-Q

Infrastructure Segment

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It includes (i) execution of construction contracts and (ii) rental of heavy construction equipment.

Company Highlights for the Quarter ended September 30, 2023

The Company has increased its revenue by 44% compared to the same period in 2022.

During the three months ended September 30, 2023, the Company generated $291thousand in revenue.

On July 21, 2023, IGC Pharma and the University of Los Andes (Faculty of Engineering) signed a Master Cooperation Agreement to conduct innovative research in AI applied to the pharmaceutical industry and to join efforts to create academic spaces that allow for generating research and development projects and innovation.

On July 11, 2023, the Canadian Intellectual Property Office issued a patent (#2,961,410) to the Company titled “CANNABINOID COMPOSITION AND METHOD FOR TREATING PAIN”.

The patent relates to compositions and methods for treating multiple types of seizure disorders in humans using a combination of cannabinoids with other compounds.

Subject to further research and study, the combination may be used for relieving pain in patients with psoriatic arthritis, fibromyalgia, scleroderma, shingles, and related pain-generating conditions.

Company Highlights for the Quarter ended December 31, 2023

On October 25, 2023, Divisional Direction of Patents, Mexico, issued a Granting Office Action (GOA) to the Company titled “METHOD AND COMPOSITION FOR TREATING CNS DISORDER”, for the treatment of Alzheimer’s disease.

On October 18, 2023, the European Patent Office (“EPO”) issued a patent (#3193862) to the Company titled “CANNABINOID COMPOSITION AND METHOD FOR TREATING PAIN”.

The patent introduces a method for treating pain in humans.

Utilizing a cream base infused with a unique blend of cannabinoids, including THC and CBD, alongside other compounds, this revolutionary cream or gel is designed for transdermal absorption.

It interacts harmoniously with the peripheral nervous and immune systems, delivering effective pain relief without psychotropic or adverse side effects..

Business Strategy

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If we were to obtain a first-in-class advantage, such an advantage could result in significant growth if and when an approved drug such as IGC-AD1 launches.

We believe that additional investment in clinical trials, AI, research and development (R&D), facilities, marketing, advertising, and acquisition of complementary products and businesses will be critical to the ongoing growth of the Life Sciences segment.

We believe that additional investment in clinical trials, AI, R&D, facilities, marketing, advertising, and acquisition of complementary products and businesses will be critical to the ongoing growth of the Life Sciences segment.

Although there can be no assurance, we believe these investments will fuel the development and delivery of innovative products that drive positive patient and customer experiences.

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Although there can be no assurance, we believe this strategy can improve our existing products and lead to the creation of new products that can provide treatment options for multiple conditions, symptoms, and side effects.

| September 30, 2023, Form 10-Q

| December 31, 2023, Form 10-Q

Results of Operations for the Three Months Ended

September 30, 2023, and September 30, 2022

December 31, 2023, and December 31, 2022

The historical results presented below are not necessarily indicative of the results that may be expected for any future period.

The following table presents an overview of our results of operations for the three months ended September 30, 2023, and September 30, 2022:

The following table presents an overview of our results of operations for the three months ended December 31, 2023, and December 31, 2022:

Statement of Operations (in thousands, unaudited)

Three months ended September 30,

Three months ended

Cost of revenue

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Income tax expense/benefit

Revenue – During the three months ended September 30, 2023, the Company generated approximately $291 thousand in revenue, representing an increase of approximately $89 thousand, or 44%, compared to the approximately $202 thousand recorded during the three months ended September 30, 2022.

Revenue – During the three months ended December 31, 2023, the Company generated approximately $204 thousand in revenue, representing a decrease of approximately $128 thousand, or 38%, compared to the approximately $332 thousand recorded during the three months ended December 31, 2022.

The primary source of revenue in both quarters was from the Life Sciences segment, encompassing the sales of our formulations as white-labeled manufactured products and sales of branded holistic women’s health care products, among others.

The Infrastructure segment revenue was nil and approximately $7 thousand for the three months ended September 30, 2023, and September 30, 2022, respectively.

Cost of revenue – Cost of revenue amounted to approximately $117 thousand for the three months ended September 30, 2023, compared to $67 thousand in the three months ended September 30, 2022, this represents gross margins of 60% to 67%, respectively.

Cost of revenue – Cost of revenue amounted to approximately $71 thousand for the three months ended December 31, 2023, compared to $230 thousand in the three months ended December 31, 2022, this represents gross margins of 65% and 31%, respectively.

The cost of revenue is primarily attributable to the cost of raw materials, labor, and other direct overheads required to produce our products in the Life Science segment.

Typically, the gross margin in the Life Sciences business will fluctuate from one quarter to another based on the mix within the Life Science business between white label, private label, and branded products.

Typically, the gross margin in the Life Sciences business will fluctuate from one quarter to another based on the mix within the Life Sciences business between white label, private label, and branded products.

There is insufficient revenue to model or project gross margins.

Selling, General and Administrative expenses (“SG&A”) – SG&A expenses primarily encompass various costs such as employee-related expenses, sales commissions, professional fees, legal fees, marketing expenses, other corporate expenses, allocated general overhead, provisions, depreciation, and write-offs related to doubtful accounts and advances.

During the three months ended September 30, 2023, SG&A expenses decreased by approximately $458 thousand or 25% to approximately $1.4 million, from approximately $1.9 million recorded for the three months ended September 30, 2022.

The decrease in SG&A expenses is attributed to a decrease in operational and corporate expenses.

During the three months ended December 31, 2023, SG&A expenses increased by approximately $654 thousand or 42% to approximately $2.2 million, from approximately $1.5 million recorded for the three months ended December 31, 2022.

The increase in SG&A expenses is primarily attributed to an increase in the one-time non-cash expenses.

Research and Development expenses – R&D expenses were attributed to our Life Sciences segment.

The R&D expenses increased by approximately $500 thousand or 65% to $1.3 million during the three months ended September 30, 2023, from approximately $768 thousand for the three months ended September 30, 2022.

The R&D expenses increased by approximately $97 thousand or 12% to $903 thousand during the three months ended December 31, 2023, from approximately $806 thousand for the three months ended December 31, 2022.

The increase is primarily attributable to the progression of Phase 2 trials on IGC-AD1 and pre-clinical studies on the other small molecule assets.

Although there can be no assurance, we anticipate increased R&D expenses as the development of our other small molecule assets targeting Alzheimer’s and the Phase 2B trial on Alzheimer’s expand.

Other income, net – Other net income decreased by approximately $6 thousand or 13% during the three months ended September 30, 2023.

The total other income for the three months ended September 30, 2023, and 2022, is approximately $40 thousand and $46 thousand, respectively.

Impairment Loss – During the three months ended December 31, 2023, the Company impaired the land situated in Nagpur, India, by approximately $2.6 million to $1.4 million from $4.1 million to bring it closer to the fair value.

Other income, net – Other net income increased by approximately $3 thousand or 10% during the three months ended December 31, 2023.

The total other income for the three months ended December 30, 2023, and 2022, is approximately $32 thousand and $29 thousand, respectively.

The component of other income typically includes interest and rental income, dividend income, profits from the sale of assets, unrealized gains from non-debt investments, net income, and income from the sale of scraps.

These sources contribute to the overall other income generated by the Company.

| September 30, 2023, Form 10-Q

Results of Operations for the Six Months Ended September 30, 2023, and September 30, 2022

| December 31, 2023, Form 10-Q

Results of Operations for the Nine Months Ended December 30, 2023, and December 30, 2022

The historical results presented below are not necessarily indicative of the results that may be expected for any future period.

The following table presents an overview of our results of operations for the six months ended September 30, 2023, and September 30, 2022:

The following table presents an overview of our results of operations for the nine months ended December 31, 2023, and December 31, 2022:

Statement of Operations (in thousands, unaudited)

Six months ended September 30,

Nine months ended

Cost of revenue

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Income tax expense/benefit

Revenue – Revenue was approximately $846 thousand and $414 thousand for the six months ended September 30, 2023, and September 30, 2022, respectively.

Revenue – Revenue was approximately $1 million and $745 thousand for the nine months ended December 31, 2023, and December 31, 2022, respectively.

Revenue in both quarters was primarily derived from our Life Sciences segment, which involved providing white-label manufactured products and sales of holistic women’s health care products, among others.

The Infrastructure segment revenue was approximately $166 thousand and $17 thousand for the six months ended September 30, 2023, and September 30, 2022, respectively.

The increase in revenue derived from the Infrastructure segment relates to the completion of a construction contract.

The Company remains committed to its current strategy of driving sales in formulations both as branded and white-labeled products in the Life Science segment.

Cost of revenue – Cost of revenue amounted to approximately $417 thousand for the six months ended September 30, 2023, compared to $137 thousand in the six months ended September 30, 2022, this represents gross margins of 51% and 67%, respectively.

The Infrastructure segment revenue was approximately $161 thousand and $59 thousand for the nine months ended December 31, 2023, and December 31, 2022, respectively.

The increase in revenue derived from the Company’s commitment to its current strategy of driving sales in formulations both as branded and white-labeled products in the Life Science segment.

Cost of revenue – Cost of revenue amounted to approximately $488 thousand for the nine months ended December 31, 2023, compared to $366 thousand in the nine months ended December 31, 2022, this represents gross margins of 54% and 51%, respectively.

The cost of revenue is primarily attributable to the cost of raw materials, labor, and other direct overheads required to produce our products in the Life Science segment.

The decrease in gross margin is reflective of a change in the mix of revenue between Infrastructure and Life Science.

Typically, the gross margin in the Life Sciences business, while higher than in the infrastructure, will fluctuate from one quarter to another based on the mix within the Life Science business between white label, private label, and branded products.

Selling, General and Administrative expenses – SG&A expenses were approximately $3 million and $3.4 million for the six months ended September 30, 2023, and September 30, 2022, respectively.

The decrease of $361 thousand is attributed to a decrease in operational and corporate expenses.

There is insufficient revenue to model or project gross margins.

Selling, General and Administrative expenses – SG&A expenses were approximately $5.3 million and $5 million for the nine months ended December 31, 2023, and December 31, 2022, respectively.

The increase of $329 thousand is primarily attributed to one-time non-cash expenses.

SG&A expenses consist primarily of employee-related expenses, sales commission, professional fees, legal fees, marketing, other corporate expenses, allocated general overhead and provisions, depreciation, and write-offs relating to doubtful accounts, and advance, if any.

Research and Development expenses – R&D expenses were attributed to our Life Sciences segment.

The R&D expenses decreased by approximately $147 thousand or 7% to $2 million during the six months ended September 30, 2023, from approximately $2.1 million during the six months ended September 30, 2022.

The decrease is primarily attributable to the reduction of non-cash expenses due to achievement of performance-based milestone.

Other income, net – Other net income increased by approximately $41 thousand or 65% during the six months ended September 30, 2023.

As a result, the total other income for the six months ended September 30, 2023, and 2022 is approximately $104 thousand and $63 thousand, respectively.

The increase in other income for the six months ended September 30, 2023, is attributable to profit from the sale of assets.

The R&D expenses decreased by approximately $50 thousand or 2% to $2.9 million during the nine months ended December 31, 2023, from approximately $2.9.

It is primarily attributable to the progression of Phase 2 trials on IGC-AD1 and pre-clinical studies on the other small molecule assets.

We anticipate increased R&D expenses as the development of our other small molecule assets targeting Alzheimer’s and the Phase 2B trial on Alzheimer’s expand.

Impairment Loss – During the nine months ended December 31, 2023, the Company impaired the land situated in Nagpur, India, by approximately $2.6 million to $1.5 million from $4.1 million to bring it closer to the fair value.

Other income, net – Other net income increased by approximately $80 thousand or 143% during the nine months ended December 31, 2023.

As a result, the total other income for the nine months ended December 31, 2023, and 2022 is approximately $136 thousand and $56 thousand, respectively.

The increase in other income for the nine months ended December 31, 2023, is attributable to profit from the sale of assets.

Other income includes interest and rental income, dividend income, profit from the sale of assets, unrealized gains from investments, net income, and income from scrap sales.

| September 30, 2023, Form 10-Q

| December 31, 2023, Form 10-Q

Liquidity and Capital Resources

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As of September 30, 2023, the entire amount of $12 million remains unused.

On October 27, IGC Pharma, Inc.

(the “Company”) entered into a Sales Agreement (the “Agreement”) with A.G.P./Alliance Global Partners (the “Agent”) pursuant to which the Company may offer and sell, from time to time, through the Agent, as sales agent and/or principal, shares of its common stock, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $60 million (“Shares”), subject to certain limitations on the amount of Common Stock that may be offered and sold by the Company set forth in the Sales Agreement (the “Offering”).

On October 27, 2023, the Company entered into a Sales Agreement (the “Agreement”) with A.G.P./Alliance Global Partners (the “Agent”) pursuant to which the Company may offer and sell, from time to time, through the Agent, as sales agent and/or principal, shares of its common stock, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $60 million (“Shares”), subject to certain limitations on the amount of Common Stock that may be offered and sold by the Company set forth in the Sales Agreement (the “Offering”).

Prior to entering into the Sales Agreement with A.G.P./Alliance Global Partners, the Company terminated the Sales Agreement dated January 13, 2021, with The Benchmark Company.

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In addition, subject to limitations on the amount of capital that can be raised, the Company expects to utilize its shelf registration on a statement on Form S- 3 to raise capital through at-the-market offerings or otherwise.

Please refer to Item 1A.

“Risk Factors” of our Form 10-K for the fiscal year ended March 31, 2023, for further information on the risks related to the Company.

(in thousands, unaudited)

September 30, 2023

December 31, 2023

March 31, 2023

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Cash and cash equivalents

Cash and cash equivalents decreased by approximately $170 thousand to $3 million in the six months ended September 30, 2023, from $3.2 million as of March 31, 2023, a decrease of approximately 5%.

| September 30, 2023, Form 10-Q

Cash and cash equivalents decreased by approximately $1.8 million to $1.4 million in the nine months ended December 31, 2023, from $3.2 million as of March 31, 2023, a decrease of approximately 57%.

| December 31, 2023, Form 10-Q

Summary of Cash flows

(in thousands, unaudited)

Six months ended September 30,

Nine months ended

Cash used in operating activities

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Operating Activities

Net cash used in operating activities for the six months ended September 30, 2023, was approximately $3.1 million.

Net cash used in operating activities for the nine months ended December 31, 2023, was approximately $4.6 million.

It consists of a net loss of approximately $10.1 million, a positive impact on cash due to non-cash expenses of approximately $5.2 million, and a positive change in operating assets and liabilities of approximately $220 thousand.

Non-cash expenses consist of an amortization and depreciation charge of approximately $313 thousand, stock-based expenses of approximately $907 thousand, and an approximately $52 thousand decrease in other non-cash items.

In addition, changes in operating assets and liabilities had a positive impact of approximately $272 thousand on cash, of which approximately $30 thousand is due to a decrease in accounts receivables, approximately $19 thousand increase in accounts payable, approximately $185 thousand increase in accrued and other liabilities and approximately $98 thousand increase in other net current assets and liabilities.

Net cash used in operating activities for the six months ended September 30, 2022, was approximately $3.8 million.

Non-cash expenses consist of an amortization and depreciation charge of approximately $473 thousand, stock-based expenses of approximately $1.4 million, impairment loss of approximately $3.3 million and an approximately $42 thousand decrease in other non-cash items.

In addition, changes in operating assets and liabilities had a positive impact of approximately $220 thousand on cash, of which approximately $169 thousand is due to a decrease in deposits and advances, approximately $117 thousand increase in accounts payable, approximately $83 thousand decrease in accrued and other liabilities and approximately $20 thousand increase in other net current assets and liabilities.

Net cash used in operating activities for the nine months ended December 31, 2022, was approximately $5.5 million.

It consists of a net loss of approximately $7.5 million, a positive impact on cash due to non-cash expenses of approximately $2.8 million, and a negative change in operating assets and liabilities of approximately $856 thousand.

Non-cash expenses consist of an amortization/depreciation charge of approximately $332 thousand, stock-based expenses of approximately $1.8 million, and net loss on the sale of a fixed asset of approximately $45 thousand.

In addition, changes in operating assets and liabilities had a negative impact of approximately $808 thousand on cash, of which approximately $65 thousand is due to a decrease in accounts receivables, approximately $524 thousand decrease in accounts payable, and approximately $219 thousand decrease in other net current assets and liabilities.

Non-cash expenses consist of an amortization and depreciation charge of approximately $504 thousand, stock-based expenses of approximately $2.3 million, and net loss on the sale of a property, plant, and equipment of approximately $39 thousand.

In addition, changes in operating assets and liabilities had a negative impact of approximately $856 thousand on cash, of which approximately $127 thousand is due to a decrease in accounts receivables, approximately $572 thousand decrease in accrued and other liabilities, and approximately $157 thousand decrease in other net current assets and liabilities.

Investing Activities

Net cash provided by investing activities for the six months ended September 30, 2023, was approximately $67 thousand, which comprised of expenses of approximately $48 thousand for the acquisition filing expenses related to intellectual property, approximately $13 thousand for the net purchase of property, plant, and equipment and approximately $128 thousand of investment in marketable securities.

Net cash provided by investing activities for the six months ended September 30, 2022, was approximately $24 thousand, which comprised proceeds from the sale of property, plant, and equipment of approximately $277 thousand, adjusted with cash expenses of approximately $60 thousand for the acquisition and filing expenses related to patents and approximately $193 thousand of a short-term investment.

Net cash provided by investing activities for the nine months ended December 31, 2023, was approximately $6 thousand, which comprised of expenses of approximately $67 thousand for the acquisition filing expenses related to intellectual property, approximately $81 thousand for the net purchase of property, plant, and equipment and approximately $154 thousand of investment in marketable securities.

Net cash provided by investing activities for the nine months ended December 31, 2022, was approximately $7 thousand, which comprised net proceeds from the sale of property, plant, and equipment of approximately $239 thousand, adjusted with cash expenses of approximately $144 thousand for the acquisition and filing expenses related to patents and approximately $88 thousand of a short-term investment.

Financing Activities

Net cash provided by financing activities was approximately $2.8 million for the six months ended September 30, 2023, which is comprised of net proceeds from issuance of equity stock of approximately $2.8 million and re-payment of the loan of approximately $2 thousand.

Net cash provided by financing activities from the issuance of equity stock through our 2021 ATM offering, net of all expenses related to the issuance of stock, was approximately $101 thousand and re-payment of the loan of approximately $2 thousand for the six months ended September 30, 2022.

| September 30, 2023, Form 10-Q

Net cash provided by financing activities was approximately $2.9 million for the nine months ended December 31, 2023, which is comprised of net proceeds from issuance of equity stock of approximately $2.8 million and re-payment of the loan of approximately $3 thousand.

Net cash provided by financing activities from the issuance of equity stock through our ATM offering, net of all expenses related to the issuance of stock, was approximately $101 thousand for the nine months ended December 31, 2022.

| December 31, 2023, Form 10-Q

Off-Balance Sheet Arrangements

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Recent accounting pronouncements that may apply to us are described in Note 2, “Significant Accounting Policies” to the Notes to the Unaudited Condensed Consolidated Financial Statements in this report and in the Notes to the Audited Consolidated Financial Statements in Part II of our 2023 Form 10-K.

| September 30, 2023, Form 10-Q

| December 31, 2023, Form 10-Q

Quantitative and Qualitative Disclosures about Market Risk

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements