On September 22, 2018, India Globalization Capital, Inc. (the “Company”) entered into an At-the-Market Offering Agreement (the “Agreement”) with The Benchmark Company, LLC (“Benchmark”) and ViewTrade Securities, Inc. (“ViewTrade” and together with Benchmark, the “Managers”) pursuant to which the Managers will act as the Company’s sales agents with respect to the issuance and sale of up to $15,000,000 of the Company’s shares of common stock, par value $0.0001 per share (the “Shares”), from time to time in an at-the-market public offering (the “Offering”).
Sales of the Shares, if any, through the Managers, will be made directly on the NYSE American, on any other existing trading market for our common stock or to or through a market maker. The Managers may also sell the Shares in privately negotiated transactions, provided that the Managers receive our prior written approval for any sales in privately negotiated transactions. The Company will pay its Managers a commission equal to 5.0% of the gross proceeds from the sale of the Shares pursuant to the Sales Agreement.
The Company or the Managers may suspend the offering of Shares upon notice and subject to other conditions. The Agreement will automatically terminate on May 10, 2021, or sooner if terminated as permitted therein.
The Agreement contains representations, warranties and covenants that are customary for transactions of this type. In addition, the Company has agreed to indemnify the Managers against certain liabilities, including liabilities under the Securities Act of 1933, as amended.
A copy of the Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K (“this Report”) and is incorporated herein by reference. The description of the Agreement is qualified in its entirety by reference to Exhibit 10.1 to this Report.
The Shares will be sold and issued pursuant the Company’s shelf registration statement on Form S-3 (File No. 333-224082), which was declared effective by the Securities and Exchange Commission on May 11, 2018 (the “Registration Statement”), and a related prospectus supplement.
This Report, including the exhibits filed herewith, is not an offer to sell or the solicitation of an offer to buy the Shares or any other securities of the Company, nor shall there by any offer, solicitation or sale of the Shares or any other securities of the Company in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.
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 Report and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.
Blockchain Initiatives / Product Labeling, Identification and Origin Assurance
The Company is focused on the development of a QR code-based system that allows patients to access a website with information on our alternative medicine products, specific per state. As the number of states in which the product is available increases, we expect to expand the backend to a blockchain that allows for inputs directly from growers, processors, and dispensaries. This information will collectively display product identification and product origination by providing the patient with information regarding the origin, chemicals, and processes used to manufacture the product. We expect to expand the QR code-based system in several phases over fiscal 2019.
India Globalization Capital, Inc. (”IGC”) has developed a patent-pending cannabis-based combination therapy to treat endpoints of Alzheimer’s including plaques, tangles, anxiety, agitation and other NPS, which it plans to market through Canadian and U.S. medical dispensaries in early 2018. Its pipeline includes cannabis-based medications for end points of Parkinson’s, pain, nausea, eating disorders and epilepsy in cats and dogs. The company is also working on leveraging its expertise to develop blockchain technology based solutions for the cannabis market. IGC has a legacy business based in India, through which it is engaged in infrastructure and commodity trading, and in Malaysia it is engaged in real-estate management. IGC’s registered US office is located in Bethesda, Maryland. The company maintains an R&D center in Washington State and also has a back office in Kochi, Kerala India.
IGC announces intention to develop blockchain solution for cannabis market
On December 26, 2017, IGC announced that it plans to utilize blockchain technology to address industry issues specific to the medical cannabis industry. The company cited areas including product identification assurance (PIA), inadequate product labeling, transactional difficulties, and product origin assurance as areas that it was seeking to address. Clearly, blockchain technology, which uses a continuously growing list of records, called blocks, which are linked and secured using cryptography to manage large databases securely, is an area of high attention given its robust growth and crucial role in cryptocurrencies. We believe the company intends to develop a platform first for Hyaolex’s go-to-market strategy in the dispensary market, with an aim to leverage the platform for the highly regulated and rapidly evolving cannabis industry.
Alzheimer’s Disease (AD) is a form of dementia. It is known as America’s most expensive disease, with an estimated cost to the U.S. economy of $236 billion. AD currently affects more than 5.3 million Americans and over 65% of AD patients are women. Over the next 20 years, the number of those afflicted with the disease is expected to double. The forecast is staggering, considering that to date, no effective cure has been found.
Know more about India Globalization Capital Inc.
The Company has two lines of businesses, a legacy infrastructure business and a cannabis pharmaceutical business that has developed a lead product for treating Alzheimer’s patients. The company is based in Maryland, USA.