8-K

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

March 6, 2025

Date

of Report (Date of earliest event reported)

PETVIVO

HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada	001-40715	99-0363559
(State<br> or other jurisdiction<br><br> <br>of<br> incorporation)	(Commission<br><br> <br>File<br> Number)	(IRS<br> Employer<br><br> <br>Identification<br> No.)
5151 Edina Industrial Blvd.<br><br> <br>Suite 575<br><br> <br>Edina, Minnesota	55439
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(Address of principal executive<br> offices)	(Zip Code)

(952)405-6216

Registrant’s

telephone number, including area code

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications<br> 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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	PETV	OTCQB
Warrants	PETVW	OTCPINK

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange 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. ☐

Item1.01 Entry into a Material Agreement.

Effective as of March 6, 2025, Michael Eldred, a member of the Board of Directors (“Lender”) of PetVivo Holdings, Inc. (the “Company”), entered into a promissory note (the “Promissory Notes”), having a principal amount of $200,000. The maturity date of the Promissory Note is on or about September 3, 2025 and the interest rate is 12% per annum.

Furthermore, as additional compensation for entering into the Promissory Note, the Lender was issued a Warrant granting the right to purchase 100,000 shares of common stock of the Company (“Warrant Shares”). The Warrant has a term of two years and an exercise price of $0.50 per Warrant Share.

The foregoing is only a summary of the material terms of the Promissory Note and does not purport to be a complete description of the rights and obligations of the parties thereunder. The summary of the Promissory Note is qualified in its entirety by reference to the forms of such agreement, which is filed as Exhibit 10.1 this Current Report and incorporated herein by reference.

Item2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

To the extent required by Item 2.03 of Form 8-K, the information contained in Item 2.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item9.01 Financial Statements and Exhibits.

(d)	Exhibits
10.1	Form of Promissory Note
104	Cover Page Interactive<br> Data File (embedded within the Inline XBRL document)

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.

	PETVIVO HOLDINGS, INC.
Date:  March<br> 10, 2025	By:	/s/ John Lai
	Name:	John<br>Lai
	Title:	Chief Executive Officer

Exhibit 10.1

PROMISSORYNOTE

$200,000.00	Edina, Minnesota
	_________,<br>2025

FOR VALUE RECEIVED, the undersigned, PetVivo Holdings, Inc., a corporation incorporated in the state of Nevada (“Borrower”), hereby promises to pay to the order of _____________, an individual having a principal address identified below (“Lender”), the principal sum of Two Hundred Thousand Dollars ($200,000.00) (“Principal Sum” or “Note”) together with interest at a rate of twelve percent (12.0%) annually (“Loan Rate”), both principal and interest payable as hereinafter provided in lawful money of the United States of America to Lender at the primary address identified above or at such other place as from time to time may be designated by the holder of this Note.

Borrower promises to pay the Principal Sum plus interest, to Lender on or before the ___ day of September 2025 (“Maturity Date”), when the entire unpaid principal balance, together with interest, shall be due and payable in full. Payments or other credits are posted to the account when made or received. Payments are not credited until received. Payments received after 3:00 p.m. on any day may be considered as payment on the following business day.

To secure the Borrower’s obligations to the Lender, the Lender will receive a first priority security interest in an amount of the accounts receivables owned by Borrower and owed by Vedco, Inc. and Clipper Distributing Company in an amount equal to the Principal Amount, accrued interest and fees of this Note (“Security Interest”).

Borrower may, at any time, pre-pay this Note, in whole or in part, with such prepayment to be credited first to any outstanding interest owed to Lender, and second to a reduction in principal of this Note. The Note has no prepayment penalties.

Should the indebtedness represented by this Note not be paid at maturity or any part thereof be collected at law or in equity or through any bankruptcy (including without limitation any action for relief from the automatic stay, or any bankruptcy proceeding whether or not Lender prevails therein) receivership, probate or other court proceedings or by any judicial or nonjudicial foreclosure proceeding or if this Note is placed in the hands of attorneys for collection after default, the Borrower and all guarantors and sureties, or successors and assigns, of this Note jointly and severally agree to pay on demand, in addition to the principal and interest due and payable hereon, reasonable attorneys’ fees and collection costs and expenses.

Borrower and any and all guarantors and sureties, or successors and assigns, of this Note and all other persons liable or to become liable on this Note severally waive presentment for payment, demand, notice of demand and of dishonor and nonpayment of this Note, notice of intention to accelerate the maturity of this Note, protest and notice of protest, diligence in collecting and bringing of suit against any other party and agree to all renewals, extensions, modifications, partial payments, releases or substitutions of security in whole or in part, with or without notice before or after maturity. The pleading of any statute of limitations as a defense to any demand against the makers, guarantors and sureties is expressly waived by each and all such parties to the extent permitted by law.

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This Note may not be changed orally, but only by an agreement in writing and signed by the party against whom enforcement of any waiver, change, modification or discharge is sought.

This Note shall be construed and enforced in accordance with the laws of the State of Minnesota and shall be binding upon the successors and assigns of Borrower and inure to the benefit of Lender, its successors, endorsees, and assigns.

ATTHE OPTION OF THE LENDER, THIS NOTE MAY BE ENFORCED IN ANY FEDERAL COURT OR MINNESOTA STATE COURT SITTING IN MINNEAPOLIS OR ST. PAUL,MINNESOTA; AND THE BORROWER CONSENTS TO THE EXCLUSSIVE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVES ANY ARGUMENT THAT VENUE INSUCH FORUMS IS NOT CONVENIENT. IN THE EVENT THE BORROWER COMMENCES ANY ACTION IN ANOTHER JURISDICTION OR VENUE UNDER ANY LEGAL THEORYBASED ON, ARISING FROM, OR RELATED TO THIS NOTE AND ANY OTHER DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, THE LENDERAT ITS OPTION SHALL BE ENTITLED TO HAVE THE CASE TRANSFERRED TO ONE OF THE JURISDICTIONS AND VENUES ABOVE-DESCRIBED, OR IF SUCH TRANSFERCANNOT BE ACCOMPLISHED UNDER APPLICABLE LAW, TO HAVE SUCH CASE DISMISSED WITHOUT PREJUDICE.

THEBORROWER AND THE LENDER EACH IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING BASED ON, ARISING FROM, ORRELATED TO THIS NOTE AND ANY OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

LENDER	PETVIVO HOLDINGS, INC.
	John Lai
Address:	Chief Executive Officer

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