What changed in this filing

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Item 9A. Controls and Procedures

2024-06-24 compared with 2023-07-07 · 74 added, 76 removed, 373 unchanged (29% of the section changed)

22 unchanged sentences

Chairman of the Board of Directors

Independent Director

Claudia Grimaldi

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Mukunda served as Founder and CEO of Startec Global Communications, which he took public in 1997 on NASDAQ.

Prior to Startec, he served as Strategic Planning Advisor at Intelsat, a communications satellite services provider and prior to that worked in the bond market for a boutique firm on Wall Street.

Prior to Startec, he served as a Strategic Planning Advisor at Intelsat, a communications satellite services provider and prior to that worked in the bond market for a boutique firm on Wall Street.

Mukunda serves as an Emeritus member on the Board of Visitors at the University of Maryland, School of Engineering.

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He holds a B.S.

degree in Electrical Engineering, a B.S degree in Mathematics, and a M.S.

degree in Electrical Engineering, a B.S.

degree in Mathematics, and a M.S.

in Engineering from the University of Maryland.

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Prins served in a consulting role for RBC until January 2009.

Prins currently serves on one other board, volunteers full time with a non-profit organization, Advancing Native Missions, and is a private investor.

Since February 2003, he has been on the board of Amphastar Pharmaceuticals, Inc.

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Prins has substantial knowledge and experience with U.S.

capital markets, has served on and chaired audit and compensation committees of boards, has extensive experience in finance, accounting, and internal controls over financial reporting.

capital markets, has served on and chaired audit and compensation committees of boards, and has extensive experience in finance, accounting, and internal controls over financial reporting.

His knowledge of the pharmaceutical industry and experience with U.S.

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James Moran as a member of both the Company’s Audit and Compensation Committee, effective immediately.

Lierman has served on the Board as an Independent Director since March 2024.

Lierman is currently Co-Chair of the Board of Advisors at the Institute of Human Virology (“IHV”), a center in the U.S.

focused on accelerating the discovery of diagnostics and therapeutics for deadly viral and immune disorders, and a member of the Board of Visitors at the La Follette School of Public Affairs at the University of Wisconsin, his alma mater.

Lierman founded the Children’s Research Institute, one of America’s top children’s research programs, the Pancreatic Cancer Action Network (“PanCAN”), and the National Organization on Fetal Alcohol Syndrome (“NOFAS”).

In addition, from 1987 to 1999, he served as a director/trustee of the NY Life-Mainstay Funds.

His distinguished career includes serving at the National Institutes of Health (“NIH”), as the chief administrator for drug research and development at the National Cancer Institute (“NCI”), and as the Staff Director for the Committee on Appropriations at the U.S.

Senate and the Chief of Staff and White House liaison to the U.S.

House of Representative’s Majority Leader.

Lierman’s vast healthcare expertise will undoubtedly play a pivotal role in driving our mission to develop innovative therapeutics for crucial unmet needs.

His extensive experience uniquely qualifies him to serve as a director of our company.

Claudia Grimaldi , Vice-president, PFO, Chief Compliance Officer, and Director, is responsible for managing the accounting and finance teams in various countries and is responsible for ensuring timely and accurate statutory and regulatory compliance (SEC, FINRA, NYSE, IRS, XETRA 2, among others).

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In addition, she has attended the Darden School of Business Financial Management Executives program at the University of Virginia, and SEC reporting and compliance seminars.

Currently she is pursuing her Directorship Certification with the National Association of Corporate Directors (NACD).

She also completed her certification program of the National Association of Corporate Directors (“NACD”).

She is also fluent in both English and Spanish.

On March 23, 2022, the Board of Directors of the Company appointed Ms.

On August 18, 2023, the Board of Directors of the Company elected Ms.

Claudia Grimaldi to serve on the Board as a non-independent director Class A until the Company’s 2026 annual meeting of stockholders upon the election and qualification of successor directors, her earlier death, resignation, or removal.

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Grimaldi’s experience with SEC filing procedures is invaluable in ensuring regulatory compliance and transparency within our public company.

Additionally, her in-depth understanding of Colombia, South America-where our company has invested in human capital provides valuable insights into the market dynamics, cultural nuances, and business opportunities within the region.

Her SEC filing experience, understanding of Colombia, qualifications in business administration, and general business acumen makes her qualified to serve as a director of our Company.

Additionally, her in-depth understanding of Colombia, and South America-where our company has invested in human capital, provides valuable insights into the market dynamics, cultural nuances, and business opportunities within the region.

Her SEC filing experience, understanding of Colombia, qualifications in business administration, and general business acumen make her qualified to serve as a director of our Company.

Executive officers are appointed by our Board of Directors.

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The term of office of the Class A director, consisting of Claudia Grimaldi, will expire at the 2026 annual meeting of stockholders.

The term of office of the Class B director, currently consisting of Richard Prins, will expire at the 2024 annual meeting of stockholders.

The term of office of the Class B director, currently consisting of Richard Prins and Terry L.

Lierman, will expire at the 2024 annual meeting of stockholders.

The term of office of the Class C director, currently consisting of Ram Mukunda and James Moran, will expire at the 2025 annual meeting of stockholders.

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Consistent with these standards, the Board of Directors has determined that Messrs.

Prins and Moran are independent directors.

Prins, Moran, and Lierman are independent directors.

Board leadership structure

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The Disclosure Committee will review all required material and relevant reports related to disclosure statements, including annual reports on Form 10-K, quarterly reports on Form 10-Q, press releases, and social media containing financial information and other related public documents.

The Disclosure Committee meets not less than once per quarter and reviews and reassess the adequacy of the Disclosure Committee’s Charter at least annually.

The Disclosure Committee meets not less than once per quarter and reviews and reassesses the adequacy of the Disclosure Committee’s Charter at least annually.

Audit Committee Financial Expert

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The NYSE American’s listing standards define “financially literate” as being able to read and understand fundamental financial statements, including a company’s balance sheet, income statement, and cash flow statement.

In addition, we must certify to the NYSE American that the Audit Committee has, and will continue to have, at least one member who has past employment experience in finance, accounting, or auditing, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication, along with understanding of internal control over financial reporting.

In addition, we must certify to the NYSE American that the Audit Committee has, and will continue to have, at least one member who has past employment experience in finance, accounting, or auditing, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication, along with an understanding of internal control over financial reporting.

The Board of Directors has determined that Messrs.

Prins and Moran satisfy the NYSE American’s definition of financial sophistication and qualify as “audit committee financial experts,” as defined under rules and regulations of the SEC.

Prins and Moran satisfy the NYSE American’s definition of financial sophistication and qualify as “audit committee financial experts,” as defined under the rules and regulations of the SEC.

Board and committee meetings

During Fiscal 2023, there were five (5) Board meetings, five (5) meetings of the Audit Committee and two (2) Compensation Committee meetings, all of which were attended, either in person or telephonically, by all our directors of the Board and all of the members of the committees, respectively.

During Fiscal 2024, there were twelve (12) Board meetings, five (5) meetings of the Audit Committee, two (2) Compensation Committee meetings, and one (1) meeting of the Investment Committee, all of which were attended, either in person or telephonically, by all our directors of the Board and all of the members of the committees, respectively.

Communications with the Board

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Annual meeting attendance

All directors, either in person or telephonically, attended the 2022 annual shareholders' meeting.

All directors, either in person or telephonically, attended the 2023 annual shareholder’s meeting.

We have a formal policy requiring the members of our Board of Directors to attend annual stockholder meetings in person or by telephone or video conference.

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Section 16(a) compliance was required during Fiscal 2024.

Based solely on a review of Forms 3, 4, and 5 and amendments thereto furnished to us pursuant to Rule 16a-3(e) under the Exchange Act, we believe that Fiscal 2023’s filing requirements under Section 16(a) of the Exchange Act have been satisfied, except for (1) a Form 4 reporting four transactions by Ram Mukunda filed with the SEC on June 28, 2022, (2) a Form 4 reporting three transactions by Claudia Grimaldi filed with the SEC June 28, 2022, (3) a Form 4 reporting three transactions by John Lynch filed with the SEC on June 28, 2022 and (4) a Form 4 reporting three transactions by Richard K.

Prins filed with the SEC on June 28, 2022.

Based solely on a review of Forms 3, 4, and 5 and amendments thereto furnished to us pursuant to Rule 16a-3(e) under the Exchange Act, we believe that Fiscal 2024’s filing requirements under Section 16(a) of the Exchange Act have been satisfied, except for (1) a Form 3 for Bradbury Strategic Investment Fund A filed May 15, 2024 reporting a person becoming a 5% holder and (2) a Form 4 for Bradbury Strategic Investment Fund A filed May 15, 2024 reporting an acquisition of shares on March 13, 2024.

EXECUTIVE COMPENSATION

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Vice President, CCO, and PFO

During the fiscal year ended March 31, 2023, the Company owes approximately $92 thousand to Mr.

During Fiscal year ended March 31, 2024, the Company owes approximately $396 thousand to Mr.

Ram Mukunda and $240 thousand to Ms.

Claudia Grimaldi.

The Stock Awards represent the fair value of stock awards to the named executive officer as computed using the closing price at the day of grant.

The Stock Awards include vested and unvested grants of stock awards as reflected in the table titled “Stock Awards at Fiscal Year End.” In Fiscal 2022, they also include two categories of Stock Awards that are set out in the tables titled “Performance Based Stock Awards” and “Market Price Based Stock Awards,”.

As of March 31, 2023, 1 million Performance Stock Awards were issued.

Includes life insurance, 401 (k) contribution, and health insurance(s).

The Stock Awards represent the fair value of stock awards to the named executive officer as computed using the closing price at the day of grant or using an appropriate pricing model depending on the terms of the award.

The Stock Awards include vested and unvested grants of stock awards as reflected in the table titled “Stock Awards at Fiscal Year End.” This also includes two categories of Stock Awards that are set out in the tables titled “Performance- Based Stock Awards” and “Market Price-Based Stock Awards,” which account for approximately $689 thousand in fiscal 2024 and Nil in fiscal 2023.

Includes life insurance, 401 (k) contribution, health insurance(s) and other applicable compensation.

Compensation to Directors

2 unchanged sentences

Richard Prins

The Total Compensation represents the fair value of stock awards to the named director as computed using the closing price at the day of grant.

The Total Compensation represents the fair value of stock awards to the named director as computed using the closing price at the day of grant or using an appropriate pricing model depending on the terms of the award.

The Stock Awards include vested and unvested grants of stock awards as reflected in the table titled “Stock Awards at Fiscal Year End.”

3 unchanged sentences

The Total Compensation represents the fair value of stock awards to the named director as computed using the closing price at the day of grant.

The Stock Awards include vested and unvested grants of stock awards.

They also include two categories of Stock Awards that are set out in the tables titled “Performance Based Stock Awards” and “Market Price Based Stock Awards,” neither of these categories of Stock Awards vested as of March 31, 2022.

The Stock Awards include vested and unvested grants of stock awards as reflected in the table titled “Stock Awards at Fiscal Year End.”

Stock Awards at Fiscal Year End

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Both categories are set out in the two tables titled “Performance-Based Stock Awards” and “Market Price-Based Stock Awards.”

Performance Based Stock Awards

Performance based Stock Awards

These vest when milestones are met

Total Stock Awards

Successful filing of IGC-AD1 protocol for Phase 2

Including the removal of any initial clinical holds

Commencement of IGC-AD1 Phase 2 trial

Including selection of sites

Completion of IGC-AD1 Phase 2 trial

Completion of trial and closing of data

Filing of Clinical Research Report (CSR) on Phase 2

Analysis of data and filing of CSR with the FDA

Successful filing of IGC-AD1 protocol for Phase 3

Including the removal of any initial clinical holds

Total performance-based Stock Awards

The total vests at the commencement of Phase 3, or commercialization of IGC-AD1 based on alternate FDA pathways, or the sale of IGC-AD1.

All Stock Awards vest in the event of a change of control

Market Based Stock Awards

Market based Stock Awards

These vest when a target is met

Total Stock Awards

IGC stock price at $2.5 or more

Average closing price over five consecutive trading days

IGC stock price of $3.5 or more

Average closing price over five consecutive trading days

IGC stock price of $5 or more

Average closing price over five consecutive trading days

Total Market based Stock Awards for the advancement of IGC stock price

All Stock Awards vest in the event of a change of control

The Company believes that as of March 31, 2023, all Stock Awards are probable.

As of March 31, 2023, 1 million Performance based Stock Awards were issued.

The assumptions used in calculating fair value and amortization schedule based on the probability of achieving milestones and targets are included in Note 14, “Stock-Based Compensation” to the Company’s audited financial statements for Fiscal 2023, included in this report.

The Company cautions that the amounts reported in the Director Compensation Table for these awards may not represent the amounts that the directors will realize from the awards.

Whether, and to what extent, an individual realizes value will depend on the Company’s actual operating performance and stock price fluctuations.

Employment contracts

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Grimaldi is entitled to benefits, including insurance, participation in company-wide 401(k), reimbursement of business expenses, 20 days of annual paid vacation, sick leave, and a car (subject to partial reimbursement by Ms.

Grimaldi of rental payments for the car).

Grimaldi for personal use of the car).

In the event of termination without cause, including a change of control, we would be required to pay Ms.

3 unchanged sentences

Compensation risk assessment

In setting compensation, the Compensation Committee considers the risks to our stockholders and to achievement of our goals that may be inherent in our compensation programs.

In setting compensation, the Compensation Committee considers the risks to our stockholders and to the achievement of our goals that may be inherent in our compensation programs.

The Compensation Committee reviewed and discussed its assessment with management and concluded that our compensation programs are within industry standards and are designed with the appropriate balance of risk and reward to align employees’ interests with those of our Company and do not incent employees to take unnecessary or excessive risks.

1 unchanged sentence

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information regarding the beneficial ownership of our common stock as of July 6, 2023, by each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock, each of our executive officers and directors, and all our officers and directors as a group.

The following table sets forth information regarding the beneficial ownership of our common stock as of June 18, 2024, by each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock, each of our executive officers and directors, and all our officers and directors as a group.

Beneficial ownership is determined in accordance with the rules of the SEC and does not necessarily indicate beneficial ownership for any other purpose.

1 unchanged sentence

It also includes shares of common stock that the stockholder has a right to acquire within 60 days through the exercise of any option or other right.

The percentage ownership of the outstanding common stock, which is based upon shares of common stock outstanding as of July 6, 2023, is based on the assumption, expressly required by the rules of the SEC, that only the person or entity whose ownership is being reported has exercised options to purchase shares of our common stock.

The percentage ownership of the outstanding common stock, which is based upon shares of common stock outstanding as of June 18, 2024, is based on the assumption, expressly required by the rules of the SEC, that only the person or entity whose ownership is being reported has exercised options to purchase shares of our common stock.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.

Unless otherwise noted, the nature of the ownership set forth in the table below is common stock of the Company.

The table below sets forth as of July 6, 2023, except as noted in the footnotes to the table, certain information with respect to the beneficial ownership of the Company’s common stock by (i) all persons or groups, according to the most recent Schedule 13D or Schedule 13G filed with the SEC or otherwise known to us, to be the beneficial owners of more than 5% of the outstanding common stock of the Company, (ii) each director of the Company, (iii) the executive officers named in the Summary Compensation Table, and (iv) all such executive officers and directors of the Company as a group.

Unless otherwise noted, the nature of the ownership set forth in the table below is the common stock of the Company.

The table below sets forth as of June 18, 2024, except as noted in the footnotes to the table, certain information with respect to the beneficial ownership of the Company’s common stock by (i) all persons or groups, according to the most recent Schedule 13D or Schedule 13G filed with the SEC or otherwise known to us, to be the beneficial owners of more than 5% of the outstanding common stock of the Company, (ii) each director of the Company, (iii) the executive officers named in the Summary Compensation Table, and (iv) all such executive officers and directors of the Company as a group.

(in thousands)

Name and Address of Beneficial Owner/Named Executive Officers and Directors:

Name and Address of Beneficial Owners/Named Executive Officers and Directors:

Number of Shares

3 unchanged sentences

Richard Prins

Bradbury Strategic Fund (3)

All Executive Officers and Directors as a group (5 persons)

*Based on fully diluted 63,082,750 shares of common stock outstanding as of July 6, 2023.

*Based on 75,636,419 shares of common stock outstanding as of June 18, 2024.

Unless otherwise indicated, the address of each of the individuals listed in the table is c/o IGC Pharma, Inc., 10224 Falls Road, Potomac, MD 20854.

The beneficial ownership table does not include 777,417 shares of common stock that is owned by Mr.

The beneficial ownership table does not include 810,752 shares of common stock that are owned by Mr.

Mukunda’s spouse for which Mr.

Mukunda has no voting or financial rights.

The beneficial ownership table includes approximately 8.9 million shares granted but not vested/issued to individuals listed in the table as of July 6, 2023.

The individual who holds voting and investment power in the investment manager is Mr.

Loo See Yuen, the Director of Bradbury Asset Management.

The address of the entity is Unit 5106-7, 51st Floor, The Center, 99 Queen’s Road Central, Central, Hong Kong.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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To receive approval, a related-party transaction must have a business purpose for us and be on terms that are fair and reasonable to us and as favorable to us as would be available from non-related entities in comparable transactions.

Transaction with Related Parties

On March 22, 2024, the Company entered into the SPA with Bradbury Strategic Investment Fund A, resulting in approximately $3 million in gross proceeds.

The completion of the private placement is subject to customary closing conditions, including approval by the NYSE.

Under the terms of the private placement, IGC will issue approximately 8.8 million shares of unregistered common stock at a price of $0.34 per share.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

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In recognition of this responsibility, our Board of Directors has established a policy to pre-approve all audit and permissible non-audit services provided by the independent auditor.

Prior to engagement of the independent auditor for the next year’s audit, management may submit, if necessary, an aggregate of services expected to be rendered during that year for each of the following four categories of services to our Board of Directors for approval.

Prior to the engagement of the independent auditor for the next year’s audit, management may submit, if necessary, an aggregate of services expected to be rendered during that year for each of the following four categories of services to our Board of Directors for approval.

Audit services include audit work performed in the preparation of financial statements and audit of internal controls, as well as work that generally only the independent auditor can reasonably be expected to provide, including comfort letters, statutory audits, and attest services and consultation regarding financial accounting and/or reporting standards.

46 unchanged sentences

Amendment to the Bylaws of the Company dated March 2, 2023 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on March 21, 2023).

Description of Common Stock (incorporated by reference to prospectus supplement filed on Oct 2, 2018 to Prospectus effective May 11, 2018)

Description of Common Stock (incorporated by reference to a prospectus supplement filed on March 22, 2024, to Prospectus effective January 8, 2024)

2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Definitive Proxy Statement on Form DEF 14A dated October 10, 2017).

3 unchanged sentences

Ram Mukunda (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-8 filed on December 23, 2021).

Employment Agreement between India Globalization Capital, Inc.

and Claudia Grimaldi dated June 14, 2019 (incorporated by reference to Exhibit 10.03 to the Company’s Annual Report on Form 10-K dated June 14, 2019).

Employment Agreement, effective as of May 9, 2023, by and between IGC Pharma, Inc.

Claudia Grimaldi (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 5, 2023).

The definitive license agreement with the University of South Florida making IGC the exclusive licensee of the U.S.

patent filing entitled “THC as a Potential Therapeutic Agent for Alzheimer’s Disease” (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K dated June 12, 2017).

Sales Agreement dated January 13, 2021, by and between India Globalization Capital, Inc.

and The Benchmark Company, LLC (incorporated by reference to exhibit 10.01 to the Company's current report on Form 8-K filed on January 13, 2021).

License Agreement entered into on May 10, 2022 by and between Jawaharlal Nehru Centre For Advanced Scientific Research, Bengaluru and Hamsa Biopharma India Private Limited, Delhi (incorporated by reference to exhibit 10.01 to the Company's current report on Form 8-K filed on May 12, 2022).

Sales Agreement dated March 19, 2024, by and between IGC Pharma, Inc.

and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 21, 2024).

Master Loan Agreement, dated June 30, 2023, between IGC Pharma, Inc.

and O-Bank, CO., LTD (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 7, 2023).

Form of Share Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 7, 2023).

Share Purchase Agreement, dated March 22, 2024, between IGC Pharma, Inc.

and Bradbury Asset Management (Hong Kong) Limited (“Bradbury”) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K on March 28, 2024).

IGC Form of Board of Directors Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 13, 2024).

Subsidiaries of India Globalization Capital, Inc.

4 unchanged sentences

Certificate pursuant to 18 USC.

Dodd-Frank Clawback Policy

Inline XBRL Instance Document.

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*** Furnished herewith

† Certain schedules or similar attachments to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K.

FORM 10 - K SUMMARY

1 unchanged sentence

IGC PHARMA, INC.

June 24, 2024

/s/ Ram Mukunda

1 unchanged sentence

(Principal Executive Officer)

June 24, 2024

/s/ Claudia Grimaldi

3 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

June 24, 2024

/s/ Ram Mukunda

1 unchanged sentence

(Principal Executive Officer)

June 24, 2024

/s/ Claudia Grimaldi

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(Principal Financial Officer)

June 24, 2024

/s/ Rohit Goel

Principal Accounting Officer

June 24, 2024

/s/ Richard Prins

1 unchanged sentence

Chairman of the Board of Directors

June 24, 2024

/s/ James Moran

June 24, 2024

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-K

Item 9A. Controls and Procedures