Material Agreement Form 8 K

On September 25, 2024, IGC Pharma, Inc. ("IGC" or the "Company") entered into the 2024 Share Purchase Agreement (the "2024 SPA") with Moran Global Strategies, Inc., a Virginia corporation ("MGS"), which is owned by James Moran, a director of IGC, relating to the sale and issuance by our company to the investors of an aggregate of 588,235 shares of our common stock, for a total purchase price of $200,000. or $0.34 per share, subject to the terms and conditions set forth in the 2024 SPA. The investment is subject to customary closing conditions, including NYSE approval. The 2024 SPA is attached as Exhibit 10.1. After giving effect to the purchase, we will have approximately 75,953,296 shares of common stock outstanding. As per the 2024 SPA, the investor will receive piggyback registration rights subject to certain restrictions.

The Purchase Agreement contains certain representations, warranties, and covenants. In addition, both parties have agreed to indemnify each other for losses arising out of breaches of their respective representations, warranties, and covenants and for certain liabilities related to each party's business, subject to customary limitations.

The foregoing description of the 2024 Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.1 hereto, which is incorporated by reference. Except for the historical information contained herein, this report contains forward-looking statements that involve risk and uncertainties, such as statements related to the anticipated closing of the offering. The risks and uncertainties involved include the risks detailed from time to time in our filings with the Securities and Exchange Commission, including our annual report on Form 10-K and quarterly reports on Form 10-Q.