IGC Pharma Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Effective December 12, 2025, IGC Pharma, Inc. (the “Company”) amended its Amended and Restated Articles of Incorporation in order to give effect to a previously announced increase of its authorized common stock from 150,000,000 shares to 600,000,000 shares. This amendment was approved by the Company’s stockholders at an Annual Stockholders Meeting held on October 10, 2025. Following stockholder approval, the Company filed the Articles of Amendment with the Maryland State Department of Assessments and Taxation (“SDAT”), which was accepted and approved on December 12, 2025, at which time it became effective under Maryland law. A copy of the Articles of Amendment as accepted by SDAT is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
As of immediately before the amendment, the total number of shares of stock of all classes which the Company has authorization to issue is 150,000,000 shares, of which 1,000,000 are Preferred Stock (par value $0.0001 per share), and 150,000,000 are Common Stock (par value $0.0001 per share). As amended, the total number of shares of stock of all classes which the Company has authority to issue is 601,000,000, of which 1,000,000 shares are Preferred Stock (par value $0.0001 per share) and 600,000,000 shares are Common Stock (par value $0.0001 per share). The aggregate par value of all shares having a par value is $15,100.00 before the amendment and $60,100.00 as amended. The shares of the Company are divided into two classes: (i) Common Stock, and (ii) Preferred Stock.
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Description | |
| 3.1 | Articles of Amendment to the Articles of Incorporation of IGC Pharma, Inc., as filed with and accepted by the Maryland State Department of Assessments and Taxation on December 12, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
The exhibits listed in the following Exhibit Index are filed as part of this current report.
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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: December 15, 2025 | By: | /s/ Claudia Grimaldi |
| Name: | Claudia Grimaldi | |
| Title: | Principal Financial Officer and Vice President | |
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