SEC Comment Letter for IGC Pharma, Inc. (IGC) (CIK 0001326205) (IGC) — Mar 30, 2017
IGC Pharma, Inc. (IGC) (CIK 0001326205)
Date: March 30, 2017 · CIK: 0001326205 · Accession: 0000000000-17-010643
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 3030 March 29 , 2017 Via E -mail Ram Mukunda Chief Executive Officer India Globalization Capital, Inc. 4336 Montgomery Avenue Bethesda, MD 20814
Re: India Globalization Capital, Inc. Preliminary Proxy Statement on Schedule 14A Filed March 8, 2017 File No. 001 -32830
Dear Mr. Mukunda :
We have limited our review of your filing to those issues we have addressed in our comments . In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances , please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Proposal Three, page 7
1. Please provide us your analysis of how, consistent with Sec tion 5 of the Securities Act, the shares you intend to issue to Bricoleur will be “freely tradable” if the issuance will be “unregistered.” Cite in your response all authority on which you rely. Also , tell us when you filed with the Commission the agreement that includes the terms that permit the conversion of principal into your shares .
2. Please clarify what you mean by an “opportunistic basis.” Ensure that y our disclosure includes the conversion rate, how that rate may be “opportunistic,” and any material dilutive impact of the issuances. Also clarify the total number of shares you have issued to date as a result of the $2,000,000 promissory note, its succ essor agreements, and the related agreements.
Ram Mukunda India Globalization Capital, Inc. March 29 , 2017 Page 2
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Caleb French at (202) 551 -6947 or me at (202) 551 -3617 with any questions.
Sincerely,
/s/ Russell Mancuso
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Mail Stop 3030 March 29 , 2017 Via E -mail Ram Mukunda Chief Executive Officer India Globalization Capital, Inc. 4336 Montgomery Avenue Bethesda, MD 20814 Re: India Globalization Capital, Inc. Preliminary Proxy Statement on Schedule 14A Filed March 8, 2017 File No. 001 -32830 Dear Mr. Mukunda : We have limited our review of your filing to those issues we have addressed in our comments . In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances , please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Proposal Three, page 7 1. Please provide us your analysis of how, consistent with Sec tion 5 of the Securities Act, the shares you intend to issue to Bricoleur will be “freely tradable” if the issuance will be “unregistered.” Cite in your response all authority on which you rely. Also , tell us when you filed with the Commission the agreement that includes the terms that permit the conversion of principal into your shares . 2. Please clarify what you mean by an “opportunistic basis.” Ensure that y our disclosure includes the conversion rate, how that rate may be “opportunistic,” and any material dilutive impact of the issuances. Also clarify the total number of shares you have issued to date as a result of the $2,000,000 promissory note, its succ essor agreements, and the related agreements. Ram Mukunda India Globalization Capital, Inc. March 29 , 2017 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Caleb French at (202) 551 -6947 or me at (202) 551 -3617 with any questions. Sincerely, /s/ Russell Mancuso Russell Mancuso Branch Chief Office of Electronics and Machinery