SECURITIES |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Stockholders' Equity Note [Abstract] | |
| Equity [Text Block] | NOTE 13 – SECURITIES
As of June 30, 2026, the Company was authorized to issue up to 600,000,000 shares of common stock, par value $0.0001 per share, and 102,417,178 shares of common stock were issued and outstanding. The Company is also authorized to issue up to 1,000,000 shares of preferred stock, par value $0.0001 per share, and no preferred shares were issued and outstanding as of June 30, 2026.
Our common stock is listed on the NYSE American (ticker symbol: IGC). This security also trades on the Frankfurt, Stuttgart, and Berlin stock exchanges (ticker symbol: IGS1). The Company also has 91,472 units outstanding that can be separated into common stock. Ten units may be separated into one share of common stock. The unit holders are requested to contact the Company or our transfer agent, Continental Stock Transfer and Trust, to separate their units into common stock.
On June 30, 2026, the Company entered into separate Stock Purchase Agreements with Mr. Ram Mukunda, the Company’s Chief Executive Officer, and Ms. Claudia Grimaldi, the Company’s Vice President and Principal Financial Officer. Pursuant to the Stock Purchase Agreements, the Company approved the future issuance of 2,226,475 shares of common stock to Mr. Mukunda and 2,048,378 shares of common stock to Ms. Grimaldi at a purchase price of $0.27 per share in connection with the cancellation and satisfaction of outstanding amounts of $601,148 and $553,062, respectively.
The Stock Purchase Agreements and the related share issuances were approved in advance by the independent directors and the Audit Committee, with each interested officer recused. As of June 30, 2026, the aggregate 4,274,853 shares had not been issued, delivered, credited to the respective individuals’ accounts, or reflected as issued and outstanding in the Company’s stock ledger. Accordingly, the shares were excluded from the number of shares issued and outstanding as of June 30, 2026, and the aggregate amount of $1,154,210 was classified within stockholders’ equity as common stock subscribed but not yet issued.
When issued, the shares are expected to constitute restricted securities issued in reliance on Section 4(a)(2) of the Securities Act and will be subject to applicable Rule 144 resale restrictions.
In addition, Mr. Mukunda and Ms. Grimaldi also exercised previously granted stock options to purchase an aggregate of 461,539 shares of common stock. The aggregate exercise price of approximately $0.26 per share was satisfied through the offset of payable by the Company to them.
During the six months ended June 30, 2026, the Company entered into the 2026 Securities Purchase Agreements (“2026 SPAs”) with multiple investors, relating to the sale and issuance by our Company to the investors of an aggregate of 205,747 shares of our common stock, for a total purchase price of approximately $60 thousand, or $0.29 per share, subject to the terms and conditions set forth in the 2026 SPAs. The investments are subject to customary closing conditions, including NYSE approval.
During the six months ended June 30, 2026, the Company issued 588,235 shares of common stock to Moran Global Strategies, Inc. at a purchase price of $0.34 per share for aggregate consideration of $200,000 received in September 2024 pursuant to the Share Purchase Agreement dated September 25, 2024.
During the six months ended June 30, 2026, the Company closed multiple Subscription Agreements (the “2025 Subscription Agreement”) with certain investors named therein, pursuant to which the Company agreed to issue and sell to the Investors, in a registered direct offering, an aggregate of 779,997 shares of the Company’s common stock, at a purchase price of $0.30 per share, for gross proceeds of approximately $234 thousand.
During the six months ended June 30, 2026, the Company entered into several consulting and advisory arrangements for investor-relations, investor-outreach, and related services that provide for the potential future issuance of restricted common stock, warrants, and/or options, subject to the satisfaction of specified service and performance conditions and, in certain cases, approval by the Board of Directors or an authorized committee. Any securities issued under these arrangements will constitute restricted securities issued in reliance on Section 4(a)(2) of the Securities Act and will be subject to applicable Rule 144 resale restrictions. As of June 30, 2026, no shares, warrants, or options had been issued under these arrangements. The related compensation expense and unrecognized compensation cost are included in the aggregate amounts disclosed in Note 14, “Stock-Based Compensation.” |