IGC Pharma, Inc. (NYSE:IGC)

Item 1.01. Entry into a Material Definitive Agreement.

 
ATM Agency Agreement

On May 20, 2016, India Globalization Capital, Inc. (the “Company”) entered into an At-The-Market Agency Agreement (“ATM Agreement”) with IFS Securities, Inc. (dba Brinson Patrick, a division of IFS Securities, Inc.), as sales agent (“Brinson Patrick” or the “Agent”). Under the ATM Agreement with Brinson Patrick, the Company may offer and sell shares of its common stock (the “Shares”), having an aggregate offering price of up to $10 million from time to time through Brinson Patrick, as its sales agent. Sales of the Shares, if any, would be made by means of ordinary brokers’ transactions on the NYSE MKT at market prices. The price per share will be at prevailing market prices when we have an order to sell our Shares in effect. An order to sell our shares may contain a minimum sales price as well as a maximum number of shares to be sold under the order. Brinson Patrick will be entitled to compensation at a fixed commission rate of 5.0% of the gross sales price per share.

The Shares are registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s shelf registration statement (the “Registration Statement”) on Form S-3 (File No. 333-201822), which became effective on April 8, 2015.

The ATM Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K, and the description of the Agreement is qualified in its entirety by reference to such exhibit. For a more detailed description of the ATM Agreement, see the disclosure under the caption “Plan of Distribution” contained in the Company’s prospectus supplement dated May 20, 2016 to the prospectus effective April 8, 2015, which has been filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b) under the Securities Act, which disclosure is hereby incorporated by reference. The ATM Agreement is also filed with reference to, and is hereby incorporated by reference into, the Registration Statement.

It is anticipated that Brinson Patrick will provide various investment banking, financial advisory and other services to us and our affiliates for which services it may receive customary fees.

A copy of the opinion of Olshan Frome Wolosky LLP relating to the legality of the Shares is filed as Exhibit 5.1 to this Current Report and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.
 

Item 2.01. Completion of Acquisition or Disposition of Assets.

 
Item 3.02. Unregistered Sales of Equity Securities. On March 31, 2016, and subject to customary closing conditions, India Globalization Capital, Inc. (“IGC”) completed the acquisition of 51% of M10-Plantation, a company located in Malaysia with expertise in vertical farming.

The purchase price of the acquisition consists of up to 1,000,000 shares of unregistered IGC common stock, valued at approximately $520,000 on the closing date of the transaction. The Company will have about 24,289,220 shares outstanding after giving effect to this acquisition.
 
IGC had no previous relationship or association with M10-Plantation.

The shares offered in the acquisition have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

IGC announced the closing of the acquisition in a press release issued on April 6, 2016, a copy of which is attached hereto as Exhibit 99.1 and is incorporated in its entirety by reference.

Item 3.02 Unregistered Sales of Equity Securities 

 
On March 23, 2016, we entered into the Q4 2016 Stock Purchase Agreement with certain investor relating to the sale and issuance by our company to the investor of an aggregate of 681,818 shares of our common stock, for a total purchase price of $300,000.  The offering closed on March 23, 2016 subject to customary closing conditions including NYSE approval.  The investor will receive restricted common shares of the Company. A form of the Q4 2016 Stock Purchase Agreement is attached as Exhibit 10.1. We will have about 23,289,220 shares outstanding after giving effect to the sale of equity securities.  The transaction was not registered under the Securities Act of 1933 in reliance on the exemption provided by Section 4(a)(2) thereof.
 
On March 29, 2016, we issued a press release announcing the closing of the offering. A copy of the press release is attached as Exhibit 99.1 hereto.
 
The foregoing description of the securities purchase agreement does not purport to be complete and is qualified in its entirety by reference to the exhibits hereto which are 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 Securities and Exchange Commission, including our annual report on Form 10-K and quarterly reports on Form 10-Q.

Item 3.02 Unregistered Sales of Equity Securities

 
On March 16, 2016, we entered into the Q4 2016 Stock Purchase Agreement with certain investors relating to the sale and issuance by our company to the investors of an aggregate of 1,428,571 shares of our common stock, for a total purchase price of $600,000. The offering closed on March 16, 2016 subject to customary closing conditions. The investors will receive restricted common shares of the Company. A form of the Q4 2016 Stock Purchase Agreement is attached as Exhibit 10.1. The investors were unaffiliated purchasers of securities. We will have about 22,536,934 shares outstanding after giving effect to the sale of equity securities. The transaction was not registered under the Securities Act of 1933 in reliance on the exemption provided by Section 4(a)(2) thereof.
 
On March 17, 2016, we issued a press release announcing the closing of the offering. A copy of the press release is attached as Exhibit 99.1 hereto.
 
The foregoing description of the securities purchase agreement does not purport to be complete and is qualified in its entirety by reference to the exhibits hereto which are 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 Securities and Exchange Commission, including our annual report on Form 10-K and quarterly reports on Form 10-Q.

Item 8.01 Other Events

 
India Globalization Capital, Inc. (NYSE MKT: IGC) completed the settlement with Sricon exchanging its 22% minority interest in Sricon for 5 acres of prime land in Nagpur, India. The land is located a few miles from MIHAN, which is the largest development zone in terms of investment in India. The Company's team in the recently acquired Cabaran Ultima will immediately begin assessing the feasibility of developing the land into valuable commercial property.

The Company beneficially registered the land in its name on March 4, 2016, valuing the exchange between $3 million to $5 million based on various factors including the exchange rate.

Item 3.02 Unregistered Sales of Equity Securities

 
On February 24, 2016, we entered into the Q4 2016 Stock Purchase Agreement with certain investors relating to the sale and issuance by our company to the investors of an aggregate of 2,142,856 shares of our common stock, for a total purchase price of $600,000. The offering closed on February 24, 2016 subject to customary closing conditions. The investors will receive restricted common shares of the Company. A form of the Q4 2016 Stock Purchase Agreement is attached as Exhibit 10.1. The investors were unaffiliated purchasers of securities. We will have about 21,108,363 shares outstanding after giving effect to the sale of equity securities. The transaction was not registered under the Securities Act of 1933 in reliance on the exemption provided by Section 4(a)(2) thereof.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

 
On February 24, 2016 the Company received notice that the staff of NYSE Regulation had determined to delist the Warrants (expiring March 6, 2017) of India Globalization Capital, Inc. with ticker symbol IGC WS from the NYSE MKT. Trading in the Company’s warrants on the NYSE MKT was suspended immediately. The NYSE Regulation determined that the warrants are no longer suitable for listing pursuant to Section 1003 of the NYSE MKT Company Guide, due to their abnormally low trading price.
 
The Company does not expect to appeal the Staff’s delisting determination. The Company expects to list the warrants on the OTC market, where its units currently trade. The Company’s common stock, IGC, will continue to be listed on the NYSE (MKT).

Item 1.01. Entry into a Material Definitive Agreement.

 
Item 2.01. Completion of Acquisition or Disposition of Assets.

 
Item 3.02. Unregistered Sales of Equity Securities.

 
On February 11, 2016, India Globalization Capital, Inc. (“IGC”) completed the acquisition of 100% of the issued and outstanding share capital of Cabaran Ultima Sdn. Bhd., a corporation organized and existing under the laws of Malaysia (“Ultima”), from RGF Land Sdn. Bhd (“Land”), the sole shareholder of Ultima, pursuant to the terms of a Share Purchase Agreement by and among the parties. Ultima is a real estate development and international project management company incorporated in Kuala Lumpur, Malaysia. The purchase price of the acquisition consists of up to 998,571 shares of IGC common stock, valued at approximately $229,671on the closing date of the Share Purchase Agreement.
 
Pursuant to the terms of the Share Purchase Agreement and subject to regulatory and board approvals, IGC will acquire all 2,000,000 issued and outstanding shares, on a fully diluted basis, of Ultima, from Land, for a consideration of 998,571, (constituting a purchase price of $229,671), restricted shares of IGC common stock.
 
The purchase price was determined as a result of arm’s length negotiations between the parties. The foregoing description of the acquisition does not purport to be complete and is qualified in its entirety by reference to the full text of the Share Purchase Agreement, the form of which is filed as Exhibit 2.1 to this current report and is incorporated herein by reference. The shares offered in the acquisition have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
 
Ultima, headquartered in Kuala Lumpur, Malaysia, is an international real estate project management company with expertise in: 1) building agro infrastructure for growing medicinal plants and botanical extraction; 2) construction of high-end luxury complexes such as service apartments, luxury condominiums and hotels; and 3) design management of other large scale infrastructure. Ultima was profitable in the fiscal year ended June 30, 2015, with audited profits of approximately US$1,000,000 and forecasts $5,000,000 in revenue and $1,500,000 in profit for the upcoming fiscal year.

IGC had no previous relationship or association with Ultima. There are presently no significant changes anticipated in the business or product lines of either IGC or Ultima.

IGC announced the closing of the acquisition in a press release issued on February 16, 2016, a copy of which is attached hereto as Exhibit 99.1 and is incorporated in its entirety by reference.

Management Discussion and Analysis

Revenue - Total revenue was $2,055,585 for the three months ended September 30, 2015 as compared to $2,117,816 for the three months ended September 30, 2014.  In the three-month periods ended September 30, 2015 and 2014, the revenue was primarily generated by the trading of electronics and rental of heavy equipment.  The revenue for the quarter was slightly down due to a slowing down of global economies and the electronics business in the quarter ended 2015.

Consolidated Net Income/(loss) – In the three months ended September 30, 2015, the Company reported a GAAP net income loss of $623,373 and a GAAP EPS loss of $0.04 compared to a GAAP net income loss of $887,399 and a GAAP EPS loss of $0.07 for the three months ended September 30, 2014.  The lower loss in the second quarter of fiscal 2016 is attributable to lower selling, general and administrative expenses.

Management Discussion and Analysis

Revenue - Total revenue was $1,858,809 for the three months ended June 30, 2015 as compared to $764,864 for the three months ended June 30, 2014.  In the three-month periods ended June 30, 2015 and 2014, the revenue was primarily generated by the trading of electronics and rental of heavy equipment. The increase in revenue is primarily from an increase in the volume of business.

Consolidated Net Income/(loss) – In the three months ended June 30, 2015, the Company reported a GAAP net income loss of $382,699 and a GAAP EPS loss of $0.03 compared to a GAAP net income loss of $1,201,429 and a GAAP EPS loss of $0.12 for the three months ended June 30, 2014.  The lower loss in the first quarter of fiscal 2016 is attributable to lower selling, general and administrative expenses.

Management Discussion and Analysis

Revenue– Total revenue was about $7.68 million for the year ended March 31, 2015, as compared to about $2.27 million for the year ended March 31, 2014, an increase of 238%.  In fiscal year 2014, our main revenue driver was iron ore trading.  In fiscal year 2015, we diversified away from iron ore to electronic components through the acquisition of Golden Gate in Hong Kong. The increase in revenue is based on the volume and product diversity of electronic components.  
 
Net loss – The Company had a loss of about $4.61 million for fiscal year 2015 as compared to a loss of about $3.02 million for fiscal year 2014.

This prospectus relates to the offer and sale by the selling stockholder identified in this prospectus, and any of its pledgees, donees, transferees or other successors in interest, of up to 1,200,000 shares of common stock of India Globalization Capital, Inc. We are filing the registration statement (of which this prospectus is a part) at this time to fulfill contractual obligations to do so, which we undertook at the time of the original issuance of the shares described in this prospectus. We will not receive any of the proceeds from the sale of the common stock by the selling stockholder.

We have agreed to pay all legal, accounting, registration and related fees and expenses in connection with the registration of these shares and to indemnify the selling stockholder against all losses, claims, damages and liabilities, including liabilities under the Securities Act of 1933, in connection with any misrepresentation made by us in this prospectus. The selling stockholder will pay all underwriting discounts and selling commissions, if any, in connection with the sale of its shares.

The selling stockholder identified in this prospectus, or its pledgees, donees, transferees or other successors-in-interest, may offer the shares from time to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices.

Our common stock is listed for trading on the NYSE MKT under the symbol IGC.  The closing price for our common stock on March 17 , 2015, as reported by the NYSE MKT, was $0.48 per share.

This prospectus relates to common stock, warrants and units that we may sell from time to time in one or more offerings up to a total dollar amount of $20,000,000 on terms to be determined at the time of sale. We will provide specific terms of these securities in supplements to this prospectus. You should read this prospectus and any supplement carefully before you invest. This prospectus may not be used to offer and sell securities unless accompanied by a prospectus supplement for those securities.

Our common stock is listed for trading on the NYSE MKT under the symbol IGC.  The closing price for our common stock on March 2 , 2015, as reported by the NYSE MKT, was $0. 48 per share.

These securities may be sold directly by us, through dealers or agents designated from time to time, to or through underwriters or through a combination of these methods.  See “Plan of Distribution” in this prospectus.  We may also describe the plan of distribution for any particular offering of these securities in any applicable prospectus supplement.  If any agents, underwriters or dealers are involved in the sale of any securities in respect of which this prospectus is being delivered, we will disclose their names and the nature of our arrangements with them in a prospectus supplement.  The net proceeds we expect to receive from any such sale will also be included in a prospectus supplement.
 

Third Quarter 2015 Financial Results:

• Revenue was $2,542,192, an increase of 144 fold from $17,529 in the same quarter last year.
  
• GAAP net loss was $590,114, or EPS of $0.05 inclusive of one-time and non-cash expenses, compared to a GAAP net loss of $310,496, or EPS of loss of $0.04 for the same period last year.

Ram Mukunda, CEO commented, “We expect to close the acquisition of Midtown Partners, a New York based broker dealer in the first half of calendar year 2015, pending FINRA and NYSE approvals.  Our goal is to position MTP as the premier broker dealer with a crowd based funding platform in the legal cannabis investment banking industry. We are very excited about the possibilities for next year as pieces of our strategy are beginning to come together as evidenced by the increase in revenue year over year.”