UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
| (Exact name of registrant as specified in charter) | ||
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| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| (Address of principal executive offices) (Zip Code) | ||
| ( (Registrant’s telephone number, including area code) |
4336 Montgomery Ave., Bethesda, MD 20814
(Former Name or Former Address, if Changed since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1934 (§240.12b-2 of this chapter)
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers |
On March 12, 2024, the Board of Directors (the “Board”) of IGC Pharma, Inc. (the “Company” or “IGC”) appointed Mr. Terry Lierman (“Mr. Lierman”) to serve on the Board as a Class B director.
Mr. Lierman will serve as an independent Class B director until the Company’s 2024 annual meeting of stockholders or upon the election and qualification of successor directors, his earlier death, resignation, or removal. At the 2024 stockholders meeting, the Company plans to nominate him for election, and, if elected, he will serve for three years until the 2027 annual meeting.
Based on the director independence listing standards of the New York Stock Exchange and the Company’s Corporate Governance Guidelines, the Board affirmatively determined that Mr. Lierman is independent. There is no arrangement or understanding pursuant to which Mr. Lierman is appointed to the Board, and there are no related party transactions between the Company and Mr. Lierman that would require disclosure under Item 404(a) of Regulation S-K.
Mr. Lierman’s compensation is consistent with the Company’s standard compensation for non-employee directors. As a new independent director, Mr. Lierman is granted options to buy 150,000 shares of the Company’s common stock at an exercise price of $0.30 per share with an expiration of 10 years. The vesting schedule of the options is 50,000 vesting immediately, and the remaining 100,000 options vesting in equal installments in 2025 and 2026. In addition, the Company entered into a Board of Directors Agreement with Mr. Lierman in connection with his appointment to the Board, the form of which is filed herewith.
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Item 7.01 |
Regulation FD Disclosure. |
On March 12, 2024, the Company issued a press release announcing Mr. Lierman’s appointment to the Board as discussed in Item 5.02 of this Current Report on Form 8-K. A copy of this press release is furnished as Exhibit 99.1 and is incorporated by reference herein.
The information contained in this Item 7.01 of this Current Report on Form 8-K, including the Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
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Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit No. |
Description |
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10.1 |
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99.1 |
Press release issued by IGC Pharma, Inc. on March 12, 2024.* |
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104 |
Cover Page Interactive Data File (formatted as Inline XBRL) |
* Filed herewith.
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.
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IGC PHARMA, INC. |
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Dated: March 12, 2024 |
By: |
/s/ Claudia Grimaldi |
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Name: Claudia Grimaldi |
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Title: Vice President and PFO |
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