8-K
PetVivo Holdings, Inc. (PETV)
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 26, 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 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications 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<br> Stock | PETV | OTCQB |
| Warrants | PETVW | OTCPINK |
*The Company’s securities were suspended from trading on The Nasdaq Stock Market (“Nasdaq”) on April 5, 2024. On June 24, 2024, the Company received a decision from the Nasdaq Listing Council affirming the decision by the Nasdaq Hearing Panel to delist the Company’s securities from Nasdaq. The Company’s common stock and warrants will not be delisted from Nasdaq until all available review and appeal procedures and periods available under the Nasdaq Listing Rules have expired. Following the expiration of all review periods, the Company expects that a Form 25 will be filed by Nasdaq with the Securities and Exchange Commission, which would formally remove the Company’s common stock and warrants from listing and registration on Nasdaq.
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 Definitive Agreement.
To the extent required, the discussion of the Subscription Agreement set forth in Item 3.02 below is incorporated by reference into this Item 1.01.
Item3.02 Unregistered Sales of Equity Securities.
On March 26, 2025, PetVivo Holdings, Inc., including its wholly-owned subsidiary PetVivo Animal Health, Inc., (collectively the “Company”, “we” and “us”) entered into a Subscription Agreement to receive Five Million Dollars ($5,000,000) of equity financing in exchange for Five Million shares of Series B Convertible Preferred Stock (“Shares”) (the “Offering”). The Company initially received Six Hundred Thousand Dollars ($600,000) of the Offering proceeds on March 26, 2025, with the investor receiving an option to invest the remaining Four Million Four Hundred Thousand Dollars ($4,400,000) pursuant to the same terms and conditions, which is anticipated to be received within the next sixty days of execution of the Subscription Agreement. The Offering was conducted pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (“Securities Act”). The investor entered into the subscription agreement (the “Subscription Agreement”) with the Company and represented in writing that he, she, or it is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act) and acquired the securities for his, her or its own account for investment purposes and any subsequent transfer or sales of these securities will be in accordance with the Securities Act or exempt from registration under the Securities Act. The shares of Series B Preferred Stock will be “restricted securities” under Rule 144 of the Securities Act, and certificates representing the foregoing will bear a Rule 144 restrictive legend.
The form of Subscription Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K, respectively, and the description in this Current Report on Form 8-K of terms of Subscription Agreement are qualified in their entirety by reference to such exhibits.
Item5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
In connection with the Offering, on March 26, 2025, the Company filed a Certificate of Designation of Rights and Preferences of Series B Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Nevada designating 5,000,000 shares of the Company’s Preferred Stock, $0.001 par value per share, as “Series B Convertible Preferred Stock,” and setting forth the voting and other powers, preferences and relative, participating, optional or other rights of the Series B Preferred Stock. An Amendment to the Certificate of Designation was filed with the Secretary of State of Nevada on March 31, 2025, which provided clarifications to the Company Call Option.
*Voting.*Each holder of Series B Convertible Preferred Stock shall have that number of votes on all matters submitted to the shareholders that is equal to the number of shares of Common Stock into which such holder’s shares of Series B Convertible Preferred Stock are then convertible, and except as otherwise provided in the Certificate of Designation or as otherwise required by law, the shares of Common Stock and the Series B Convertible Preferred Stock shall vote as a single class on all matters submitted to the shareholders.
Dividends. The Series B Preferred Stock is entitled to receive a specific dividend in an annual amount equal to Ten Percent (10%) of the total amount paid to secure the Series B Convertible Preferred Stock. The dividend shall be paid to the holder by the Company in quarterly payments of Company Common Stock. The amount of shares pursuant to the dividend shall be calculated by dividing the total quarterly dividend payment by the greater of i) the volume weighted average price of the common stock for the prior trading ten (10) day period from the date the quarterly dividend is owed, or ii) fifty cents ($0.50). Also, non-cumulative dividends may be paid when, and if declared by the Company’s board of directors.
LiquidationPreference. Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, no distributions of available funds and assets will be made to the holders of Common Stock until the holders of Series B Preferred Stock and Series A Preferred Stock receive a per share amount equal to the original issue price.
OptionalConversion. The Series B Preferred Stock is convertible, at the option of the holder thereof upon written notice to the Company, into an equal number of shares of Common Stock to the total number of shares of Series B Preferred Stock converted (e.g. one share of Series B Preferred Stock for one share of Common Stock).
CompanyCall Option. Following the second year anniversary of the issuance of the Series B Convertible Preferred Stock, the Company shall have the right, at its discretion, to call for the purchase of all or a portion of the shares of Series B Convertible Preferred Stock (“Call Option”) by providing the Holder written notice of the intent to exercise the Call Option on the thirtieth (30th) day from the receipt of notice by the Holder. The Holder shall have the opportunity for thirty (30) days from receipt of notice (“Call Option Period”) to convert any or all of the Holder’s shares of Series B Convertible Preferred Stock to Common Stock. The call price for each share of Series B Convertible Preferred Stock the Company desires to purchase pursuant to the Call Option shall be at a price of One Dollar and Fifteen Cents ($1.15) per share.
The foregoing description of the Certificate of Designation does not purport to be a complete description of the rights and obligations thereunder and is qualified in its entirety by reference to the full text of such Certificate of Designation, a copy of which is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K.
Item9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
|---|---|
| 3.1 | Certificate of Designation of Rights and Preferences of Series B Convertible Preferred Stock of PetVivo Holdings, Inc. |
| --- | --- |
| 10.1 | Form of Subscription Agreement |
| 104 | Cover Page Interactive<br> Data File (formatted as Inline XBRL) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized
| PETVIVO HOLDINGS, INC. | ||
|---|---|---|
| Date:<br> March 31, 2025 | By: | /s/ John Lai |
| Name: | John<br> Lai | |
| Title: | Chief<br> Executive Officer |
Exhibit 3.1
PETVIVOHOLDINGS, INC.
CERTIFICATEOF DESIGNATION OF RIGHTS AND PREFERENCES OF
SERIESB CONVERTIBLE PREFERRED STOCK
Pursuantto Chapter 78 of the Nevada Revised Statutes
PetVivo Holdings, Inc., a Nevada corporation (the “Company”), hereby certify that the following resolution was duly adopted effective December 1, 2024, by the Board of Directors of the Company (the “Board”), acting pursuant to the authority of the Board as required by NRS 78.315 of the Nevada Revised Statutes.
WHEREAS, the Company’s Articles of Incorporation, as amended (the “Articles of Incorporation”), provides for a class of its authorized stock known as preferred stock, comprised of Twenty Million (20,000,000) shares of preferred stock, par value $0.001 per share (the “Preferred Stock”), issuable from time to time in one or more series;
WHEREAS, the Company has issued 3,045,000 shares of preferred stock in a Series A Convertible Preferred Stock Offering completed on July 17, 2024;
WHEREAS, the Board is authorized to fix the rights (including dividend, voting and conversion), preferences and designations of any wholly-unissued series of Preferred Stock and the number of shares constituting any such series;
WHEREAS, pursuant to this Authority, the Board has authorized, and in connection therewith has fixed the rights, preferences, restrictions and other matters relating to the Company’s newly designated Series B Convertible Preferred Stock (“Series B Convertible Preferred Stock”), consisting of Five Million (5,000,000) shares, as evidenced by this Certificate of Designation of Rights and Preferences adopted in accordance with the laws of the State of Nevada on December 1, 2024 (the “Series B Convertible Preferred Stock Certificate of Designation” or “Certificate of Designation”).
NOW THEREFORE, BE IT RESOLVED, that pursuant to the authority granted to the Board in accordance with the provisions of the Articles of Incorporation, the Board hereby authorizes the adoption of this Series B Convertible Preferred Stock Certificate of Designation as follows:
1. Designation and Amount. This series of Preferred Stock shall consist of Five Million (5,000,000) Shares and shall be designated as, and is hereinafter referred to as “Series B Convertible Preferred Stock,” with the rights, privileges and preferences specified herein.
2. Voting Rights.
2.1 General Voting Rights. Each holder of Series B Convertible Preferred Stock shall have that number of votes on all matters submitted to the shareholders that is equal to the number of shares of Common Stock into which such holder’s shares of Series B Convertible Preferred Stock are then convertible pursuant to the Stock Option, as hereinafter provided. Except as otherwise provided below, or as otherwise required by law, the shares of Common Stock, the Series A Convertible Preferred Stock and the Series B Convertible Preferred Stock shall vote as a single class on all matters submitted to the shareholders. Fractional votes shall not, however, be permitted and any fractional voting rights shall be rounded to the nearest whole number (with one-half being rounded upward).
3. Conversion to Common Stock.
3.1 Optional Conversion. Each share of Series B Convertible Preferred Stock shall be convertible at any time at the option of a holder of Series B Convertible Preferred Stock thereof into shares of Common Stock of the Company in accordance with the provisions and subject to the adjustments provided for in Section 3.3 (“Stock Option”). In order to exercise the conversion privilege, a holder of Series B Convertible Preferred Stock (“Holder”) shall provide written notice to the Company that the Holder elects to call and convert the shares and the holder shall surrender the certificate to the Company at its principal office, duly endorsed to the Company and accompanied by written notice to the Company that the Holder elects the Stock Option. The Series B Convertible Preferred Stock converted into the option elected by the Holder shall be deemed to have been converted on the day of surrender of the certificate representing such shares for conversion in accordance with the foregoing provisions and receipt of the written notice identifying the elected Stock Option, and at such time the rights of the Holder of such Series B Convertible Preferred Stock, as such Holder, shall cease and such Holder shall be treated for all purposes as the record holder of the Common Stock issuable upon conversion when electing the Stock Option. As promptly as practicable on or after the conversion date, not to exceed fifteen (15) days, the Company shall issue and mail or deliver to such Holder a certificate or certificates for the number of Common Shares issuable upon conversion.
3.2 Company Call Option. Following the second year anniversary of the issuance of the Series B Convertible Preferred Stock, the Company shall have the right, at its discretion, to call for the purchase of all or a portion of the shares of Series B Convertible Preferred Stock (“Call Option”) by providing the Holder written notice of the intent to exercise the Call Option on the thirtieth (30^th^) day from the receipt of notice by the Holder. Hence, the Holder shall have the opportunity for thirty (30) days (“Call Option Period”) to convert any or all of the Holder’s shares of Series B Convertible Preferred Stock to Common Stock prior to the termination of the Call Option Period pursuant to the terms of Section 3.1 herein. The call price for each share of Series B Convertible Preferred Stock the Company desires to purchase pursuant to the Call Option shall be at a price of One Dollar and Fifteen Cents ($1.15) per share. Payment by the Company of the aggregate purchase price for all purchased shares of Series B Convertible Preferred Stock shall be paid to the Holder on the thirtieth (30^th^) day of the Call Option Period, wherein all right title and interest to the purchased shares of Series B Preferred Stock shall immediately transfer to the Company and the Holder shall immediately surrender any certificate representing such shares, if a certificate was issued.
3.3 Conversion Rate and Adjustment.
(a) Stock Option Conversion Rate. The number of shares of Common Stock issuable in exchange for shares of Series B Convertible Preferred Stock held by Holder(s) upon a Stock Option conversion shall be equal to the total number of shares of Series B Convertible Preferred Stock that the Holder desires to convert (e.g. one share of Common Stock for one share of Series B Convertible Preferred Stock) (“Conversion Rate”). No adjustments shall be made to the Conversion Rate for Excluded Issuances. The total number of shares of Common Stock granted upon Conversion shall be subject to adjustment from time to time as follows:
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(b) Stock Splits, Dividends and Combinations. In case the Company shall at any time hereafter subdivide or split its outstanding Common Stock into a greater number of shares or declare any dividend payable in Common Stock or in other securities convertible into, or exercisable or exchangeable for, Common Stock, the Conversion in effect immediately prior to such subdivision, split or dividend shall be proportionately decreased, and conversely, in case the outstanding Common Stock of the Company shall be combined into a smaller number of shares, the Conversion Rate in effect immediately prior to such combination shall be proportionately increased.
(c) Changes in Common Stock. If the Common Stock issuable upon conversion of the Series B Convertible Preferred Stock shall be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of shares provided for in (a) above), each holder of Series B Convertible Preferred Stock shall, upon conversion of such stock, be entitled to receive, in lieu of the shares of Common Stock which the holder would have become entitled to receive but for such change, a number of shares of such other class or classes of stock that would have been subject to receipt by the Holder if it had exercised its right of conversion of the Series B Convertible Preferred Stock immediately before that change.
(d) Recapitalizations, Mergers or Sales of Assets. If at any time there shall be a capital reorganization of the capital stock (other than a subdivision, combination, reclassification or other event provided for elsewhere in this Section 3.3) or consolidation or merger of the Company with another Company, or the sale of all or substantially all of its assets to another Company, shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then, as a part of such reorganization, reclassification, merger or sale, lawful provision shall be made so that each holder of the Series B Convertible Preferred Stock shall thereafter be entitled to receive upon conversion of such stock the number of shares of stock or other securities or property of the Company, or of the successor Company resulting from such reorganization, reclassification, merger or sale, to which a holder of the Common Stock deliverable upon conversion of the Series B Convertible Preferred Stock would have been entitled to receive on such capital reorganization if the Series B Convertible Preferred Stock had been converted into Common Stock immediately before that capital reorganization, reclassification, merger or sale.
(e) Other Adjustments. If any event occurs as to which the other provisions of this Section 3 are not strictly applicable or if strictly applicable would not fairly protect the rights of the holders of Series B Convertible Preferred Stock in accordance with the essential intent and principles of such provisions, then the Board of Directors of the Company shall make an adjustment in the application of such provisions, in accordance with such essential intent and principles, so as to protect such rights as aforesaid.
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(f) No Adjustments. No adjustments will be made to the Conversion Rate for (i) shares of Common Stock, options or warrants to purchases shares of the Common Stock or other securities issued or exchange for shares of Common Stock (“convertible securities”) the in connection with a bona fide business acquisition by the Company which is approved by the Board of Directors, (ii) shares of the Company’s Common Stock, options, warrants or convertibles securities issued to employes, directors, consultants or advisors to the Company or any of its subsidiaries pursuant to the Company’s stock option plans or other plan or agreements approved by the Board of Directors, (iii) shares of the Company’s Commons Stock issued upon the exercise of outstanding options, warrants or convertible securities, (iv) shares of Common Stock, options, warrants or convertible securities issued to business partners, vendors, suppliers or third party service providers in connection with the provision of goods or services pursuant to transactions approved by the Board of Directors, and (v) shares of Common Stock, options, warrants, or convertible securities issued in connection with sponsored research, collaboration, technology licenses, development, marketing, or other similar agreements or strategic partnership approved by the Board of Directors (collectively, the “Excluded Issuances”).
3.4 Notice of Changes in Conversion Rate. Upon any adjustment of the Conversion Rate, then and in each case the Company shall give written notice thereof by first-class mail, postage prepaid, addressed to the holders of the Series B Convertible Preferred Stock at the address of such holders as shown on the books of the Company, which notice shall state the Conversion Rate resulting from such adjustment and the increase or decrease, if any, in the number of shares receivable at such price upon the conversion hereof, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.
3.5 Reservation of Stock Issuable Upon Conversion. The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Series B Convertible Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series B Convertible Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series B Convertible Preferred Stock, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose, including, without limitation, engaging in reasonable commercial efforts to obtain the requisite shareholder approval of any necessary amendment to the Company’s Articles of Incorporation.
3.6 Fractional Shares. No fractional share shall be issued upon the conversion of any share or shares of Series B Convertible Preferred Stock. All shares of Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series B Convertible Preferred Stock by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional shares. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Common Stock, the Company shall, in lieu of issuing any fractional share, pay the holder otherwise entitled to such fraction a sure in cash equal to the fair market value of such fraction on the date of conversion (as determined by the Board of Directors in its sole discretion).
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4. Liquidation Preference. Upon the voluntary or involuntary liquidation, dissolution or winding up of the Company, Holders of the Series B Convertible Preferred Stock shall be entitled to receive in cash out of the assets of the Company, an amount equal to the original issuance price per share, as adjusted for any reasons set forth in this Certificate of Designation (the “Liquidation Value”) for each outstanding shares of Series B Convertible Preferred Stock, before any payment is made or assets distributed to the holders of the Common Stock. If, upon such liquidation, dissolution or winding up, the assets distributable to the holders of the Series B Convertible Preferred Stock shall be insufficient to permit the payment in full to such holders of the preferential amounts to which they are entitled, then such assets shall be distributed ratably among the shares of the Series A Convertible Preferred Stock and Series B Convertible Preferred Stock. The consolidation or merger of the Company, a transfer of all or substantially all of its assets for cash or securities or a share exchange will not be considered a liquidation dissolution or winding up of the Company.
5. Dividends. Dividends shall be paid on the Series B Convertible Preferred Stock in an annual amount equal to Ten Percent (10%) of the total amount paid to secure the Series B Convertible Preferred Stock. The dividend shall be paid to the holder by the Company in quarterly payments in Company Common Stock. The amount of shares pursuant to the dividend shall be calculated by dividing the total quarterly dividend payment by the greater of i) the volume weighted average price of the common stock for the prior trading ten (10) day period from the date the quarterly dividend is owed, or ii) fifty cents ($0.50). Also, non-cumulative dividends may be paid on the Series B Convertible Preferred Stock when, and if declared by the Board of Directors, in their sole discretion. If any non-cumulative dividends are declared on the Series B Convertible Preferred Stock, it will be in amount determined by the Board and will be paid out of funds legally available for the payment of dividends. As promptly as practicable on or after the end of each quarter, not to exceed fifteen (15) days, the Company shall issue and mail or deliver to such Holder a certificate or certificates for the number of Common Shares issuable for the quarterly dividend payment.
6. Return of Status as Authorized Shares. Any shares of Series B Convertible Preferred Stock redeemed, converted or otherwise acquired by the Company shall be automatically returned to the status of authorized and unissued shares of Preferred Stock available for future designation and issuance pursuant to the terms of the Articles of Incorporation.
7. No Other Rights or Privileges. Except as specifically set forth herein, the holders of the Series B Convertible Preferred Stock shall have no other rights, privileges or preferences with respect to the Series B Convertible Preferred Stock.
[SignaturePage to Follow]
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IN WITNESS WHEREOF, PetVivo, Inc. has caused this certificate to be signed and attested by John Lai, its Chief Executive Officer, and Garry Lowenthal, its Chief Financial Officer, effective as of the 26^th^ day of March, 2025.
| PETVIVO<br> HOLDINGS, INC. | |
|---|---|
| By: | |
| John<br> Lai | |
| Chief<br> Executive Officer | |
| ATTEST: | |
| --- | --- |
| By: | |
| Garry<br> Lowenthal | |
| Chief<br> Financial Officer |
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Exhibit10.1
SUBSCRIPTION AGREEMENT AND INVESTMENT LETTER
PRIVATE OFFERING
PETVIVO HOLDING, INC. (PETV)
Series B Convertible Preferred Stock Offering - $1.00 Per Share
$5,000,000
March 26 2025
PetVivo Holdings, Inc., a Nevada corporation (“PetVivo”) is hereby offering up shares (collectively, the “Shares” and individually a “Share”), each Share consisting of one (1) share of PetVivo series B convertible preferred stock pursuant to this Subscription Agreement (“Agreement”). Furthermore, each Share shall be made available for purchase at One Dollar ($1.00) per Share. This private offering is being made pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (“Securities Act”). Offers and sales of the Shares will be made only to “accredited investors” as defined in Rule 501 of the Securities Act. The offering price of the Shares has been determined arbitrarily by the management of PetVivo, and bears no particular relationship to our net worth, revenues or any other standard criteria of value.
THESESECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND IMMEDIATE SUBSTANTIAL DILUTION, AND THEY SHOULD NOT BE PURCHASED BYANY INVESTOR WHO CANNOT AFFORD THE LOSS OF THIS ENTIRE INVESTMENT. THESE SECURITIES ARE BEING OFFERED UNDER EXEMPTIONS FROM REGISTRATIONOF RELEVANT FEDERAL AND STATE SECURITIES LAWS, AND NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSIONHAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS DOCUMENT IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARYIS UNLAWFUL.
The undersigned (“Subscriber”) hereby subscribes for and offers to purchase from PetVivo subject to the following terms and conditions:
1. The Shares subscribed for herein are part of a private placement offering of PetVivo being offered only to accredited investors who must represent herein that they meet the suitability standard for such accredited status. Each Share is one (1) restricted share of PetVivo series B convertible preferred stock, having a par value of $0.001 per share (“Share”). Each share of series B convertible preferred stock shall be governed by the PetVivo Holdings, Inc. Certificate of Designation of Rights and Preferences of Series B Convertible Preferred Stock attached hereto. There is no provision for the impoundment or escrow of any funds received by PetVivo in this offering, nor is there any minimum amount of this offering required to be sold by PetVivo to close this private offering. PetVivo intends to utilize any proceeds from this offering promptly upon receipt from investors, regardless of the actual number of Shares that are sold in this offering.
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2. Following are certain material elements of this private offering:
Use of Proceeds –PetVivo intends to use the net proceeds from this offering primarily for commercialization of its lead products Spryng™ with OsteoCushion™ Technology and PrecisePRP, to finance clinical trials and to fund working capital and general corporate purposes. Pending use of the net proceeds, PetVivo may invest them in various capital preservation instruments, short-term, investment grade, interest-bearing securities.
The expected use of the net proceeds from the offering represents our intentions based on our current plans and business conditions. The amounts we actually expend in these areas, and the timing thereof, may vary significantly from our current intentions and will depend on a number of factors, including the success of our commercialization efforts, cash generated from future operations, and actual expenses to operate our business. As a result, we cannot predict with any certainty all of the particular uses for the net proceeds or the amounts that we will actually spend on the uses set forth above. Accordingly, our management will have broad discretion in the application of the net proceeds, and the Subscriber will be relying on the judgment of our management regarding the application of the net proceeds of this offering.
Additional Information - PetVivo will make available to each prospective investor, prior to the sale of any Shares in this offering, the opportunity to ask questions of and receive answers from an executive officer of PetVivo concerning the terms and conditions of this offering and to obtain any additional information necessary to verify the accuracy of the information contained in this agreement, PetVivo’s filings with the Securities and Exchange Commission (“SEC’) pursuant to the Securities Exchange Act of 1934, as amended, or any other information reasonably requested. Questions, inquiries and requests for such information may be directed to PetVivo by mail addressed to PetVivo Holdings, Inc. Attn: John Lai CEO, 5251 Edina Industrial Blvd., Edina, MN 55439 or by telephone at (612) 328-4325.
3. Purchase Option - Subject to the terms and conditions set forth herein, the Subscriber shall have the option, but not the obligation, to purchase up to four million four hundred thousand (4,400,000) additional Shares of PetVivo Holdings, Inc. Series B convertible preferred stock (the “Additional Shares”) at the same purchase price per share as set forth in this Agreement (the “Option Price”). This option shall be exercisable at any time on or before May 27, 2025, by providing written notice to the Company. This option may be extended for an additional thirty (30) days at the discretion of the Company. Upon exercise of this option, the Company shall issue and deliver the Additional Shares to the Subscriber within ten (10) business days of receipt of the Option Price.
4. Risk Factors - You should carefully consider the risks factors that are included in PetVivo’s Annual Report on Form 10-K for the fiscal year ended March 31, 2024 filed with the SEC on June 28, 2024, as amended by the Amendment No. 1 on Form 10-K/A filed with the SEC on July 9, 2024, and any other filings with the SEC before you decide to subscribe for any Shares in this offering.
5. Subscriber hereby acknowledges and realizes that a purchase of Shares from PetVivo in this offering is speculative and involves a high degree of risk, and that this investment is only suitable for persons who can afford the entire loss of this investment, and that the economic benefits of this investment are uncertain.
6. Subscriber further represents and acknowledges the following:
Subscriber has such knowledge and experience in financial and business matters so as to be capable of evaluating the risks and uncertainties of this investment in the Shares. Subscriber further acknowledges that Subscriber has experience in investments such as this offering, and that Subscriber does not need or desire the assistance of an investment representative to assist Subscriber in the evaluation of this investment.
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Subscriber is in the financial position to hold this investment for an indefinite period of time and is able to bear the economic risk and withstand a complete loss of Subscriber’s investment in this offering.
Subscriber has adequate means to provide for current and future needs and contingencies, and has no need for liquidity in respect to this investment. Subscriber acknowledges this investment is not liquid in case of an emergency or for any other reason. Subscriber further represents that this investment by Subscriber is not disproportionate to Subscriber’s net worth, and will not be excessive in respect to Subscriber’s investment experience and program.
Subscriber acknowledges that Subscriber is an “accredited investor” as defined in Rule 501 of the Securities Act. If Subscriber is a limited liability company, partnership, corporation or trust, it confirms that each of the equity owners of the corporate entity are “accredited investors” as defined in Rule 501 of the Securities Act.
Subscriber acknowledges that it is purchasing Shares from PetVivo for Subscriber’s own account for long-term investment purposes and not with any present view toward resale, transfer or other disposition of these securities. Subscriber acknowledges that the certificates issued for Shares purchased herein will bear a legend restricting transfer, resale, or other disposition thereof unless (i) the Shares are registered for resale under the Securities Act or (ii) in the opinion of counsel of the Subscriber, which opinion is reasonably acceptable to PetVivo, the Shares may be sold without registration under the Securities Act as well as any applicable blue sky or securities laws.
Subscriber represents and warrants that Subscriber is a bona fide resident of, or domiciled in if Subscriber is not an individual, the state which is included in the address of Subscriber set forth in this Agreement.
Subscriber represents these Shares being purchased in this Agreement are being purchased by Subscriber solely for the beneficial interest of Subscriber and not as nominee for, or on behalf of, or for the beneficial interest of, or with the intention to transfer to, any other person, trust or organization.
Subscriber understands and acknowledges that the Shares have not been registered under the Securities Act of 1933 or any relevant state securities laws, in reliance on exemptions from registration which depend in part upon Subscriber’s investment intent herein, and accordingly the truth and accuracy of the foregoing representations of Subscriber will be relied upon by PetVivo in satisfying such exemptions.
Subscriber further acknowledges that Subscriber has been given the opportunity to have access to full and complete information on PetVivo (including the opportunity to meet with PetVivo management and review whatever documents are requested by Subscriber to evaluate this investment) and on the terms and conditions of this offering of Shares, and that the Subscriber has utilized such access to Subscriber’s full satisfaction incident to obtaining additional information or verifying information already obtained relating to this offering.
Subscriber acknowledges that Subscriber has been notified that all financial information and all required public filing documentation is available publicly through the Securities Exchange Commission website and Subscriber has had sufficient notice and time to review such documentation.
7. Subscriber shall complete both Part I and Part 2 of this Agreement, and all further notice to Subscriber from PetVivo shall be deemed given when mailed by first class mail, postage prepaid, to the address of Subscriber on Part I. All of Subscriber’s rights hereunder shall inure to the benefit of Subscriber’s heirs or assigns, as the case may be. Subscriber shall have no right to assign or transfer any rights of Subscriber hereunder without the express written consent of PetVivo. This Agreement shall be governed by the laws of the State of Nevada.
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**8.**The Company represents and warrants to the Subscriber that:
| (a) | Organizational Status/Corporate Powers/Qualification. Company is a corporation duly organized, validly<br> existing and in good standing under the laws of the State of Neveda. Company has all the<br> necessary power to own its property and to carry on its business as now conducted. The Company<br> is duly qualified and authorized to do business and is in good standing in each jurisdiction<br> in which the nature of the business conducted or property owned by it makes such qualification<br> necessary, except where the failure to be so qualified or in good standing could not, individually<br> or in the aggregate, have or reasonably be expected to result in a material adverse effect. |
|---|---|
| (b) | No Prohibitions. No officer, employee or agent of, or consultant to Company is prohibited<br> by law, by regulation, by contract, or by the terms of any license, franchise, permit, certificate,<br> approval or consent from participating in the business of Company as officer, employee or<br> agent of, or as consultant to, Company or is the subject of any pending or, to Company’s<br> best knowledge based upon reasonable inquiry, threatened proceeding which, if determined<br> adversely, would or could result in such a prohibition. |
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| (c) | Consents and Approvals. The execution, delivery and performance of this Agreement by the Company<br> are not and will not be subject to the approval or consent of, or to any requirement of registration<br> with or notification to, any federal, state or local regulatory body, administrative agency<br> or other person. |
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| (d) | Financial Statements. All financial statements of the Company included in its filings with<br> the SEC are complete and correct in all material respects and fairly present the financial<br> condition, operating results and cash flows of the Company, as of and for the period ended<br> on said dates, and have been prepared in accordance with generally accepted accounting principles<br> (“GAAP”), consistently applied (except for the absence of Shares and subject<br> to immaterial year-end audit adjustments as to the interim statements). Since the date of<br> the most recent set of financial statements delivered by the Company to Subscriber, there<br> has been no event, change or development that has had or that could reasonably be expected<br> to result in a material adverse effect. |
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| (e) | Litigation. There is no action, suit or proceeding at law or in equity pending or, to the knowledge<br> of Company, threatened against or affecting the Company, or any basis therefor, which, if<br> adversely determined would impair the ability of the Company to perform its obligations under<br> this Agreement which are applicable to the Company. |
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| (f) | Capitalization. The authorized capital stock of the Company consists of shares of 250,000,000 Common<br> Stock and 20,000,000 shares of preferred stock, of which approximately 23,559,750 shares<br> of common stock and 3,045,000 shares of preferred stock are issued and outstanding as of<br> March 25, 2025. All issued and outstanding shares of the company’s capital stock are<br> dually authorized, validly issued, fully paid and nonassessable, and free from any preemptive<br> and cumulative voting rights and were issued pursuant to valid exemptions under federal and<br> state securities laws. When issued in compliance with the provisions of this Agreement, the<br> Shares issuable under this subscription will be validly issued, fully paid, nonassessable,<br> and free of any liens or encumbrances. |
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| (g) | Issuance of Securities. The Company has reserved from its duly authorized capital stock the<br> Shares of Common Stock to be issued to the Subscriber pursuant to this Agreement. |
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| (h) | Title to Properties and Assets; Liens. The Company has good and marketable title to its<br> properties and assets, and holds a valid leasehold interest with respect to the property<br> and assets it leases. |
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| (i) | Patents and Trademarks. The Company owns or has a valid right to use all patents, trademarks,<br> service marks, trade names, copyrights, trade secrets, information and other proprietary<br> rights and processes (collectively, the “Intellectual Property Rights”)<br> necessary for its business as now conducted. To the knowledge of the Company, all such Intellectual<br> Property Rights are enforceable and there is no existing infringement by another person of<br> any of the Intellectual Property Rights. |
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| --- | | (j) | Tax Returns and Payments. The Company has filed all tax returns (federal, state and local)<br> required to be filed by it. All taxes shown to be due and payable on such returns, any assessments<br> imposed, and, to the Company’s knowledge, all other taxes due and payable by the Company<br> have been paid or will be paid prior to the time they become delinquent. The Company has<br> not been advised (i) that any of its returns, federal, state or other, have been or are being<br> audited as of the date hereof or (ii) of any deficiency in assessment or proposed judgment<br> to its federal, state or other taxes. The Company has no knowledge of any liability of any<br> tax to be imposed upon the properties or assets of the Company as of the date of this Agreement<br> that is not adequately provided for. | | --- | --- | | (k) | True and Correct Information. All financial and other information provided to Subscriber<br> by or on behalf of the Company in connection with the Company’s request for the Shares<br> are true and correct in all material respects and do not contain any untrue statements of<br> a material fact or omit to state any material fact necessary in order to make the statements<br> made therein, in light of the circumstances under which they were made, not misleading; and,<br> as to projections or valuations, present a good faith opinion as to such projections and<br> valuations. | | --- | --- |
EXECUTED BY THE PARTIES HERETO effective on the day and year set forth below.
PetVivo Holdings, Inc. hereby accepts this subscription;
| Number<br> of Shares Subscribed For | ||
|---|---|---|
| $ Amount | ||
| Printed<br> or typed name of Subscriber | ||
| By | ||
| --- | --- | |
| John<br> Lai | ||
| Its | Chief<br> Executive Officer | Signature<br> of Subscriber(s) |
| --- | --- | --- |
| Dated: March<br> 26, 2025 , 2025 | Dated:________________________,<br> 2025 | |
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PART I
SUBSCRIBER INFORMATION
Please complete EITHER individual OR
legal entity subscriber information
Name of Subscriber
(Type or Print)
| Residence Address Street | Mailing Address Street |
|---|---|
| City <br> State Zip | City <br> State Zip |
| Signature<br> of Subscriber | |
| Title<br> (if applicable) | |
| Telephone | |
| Signature<br> of Joint Subscriber (if any) | |
| Social<br> Security # or Tax ID |
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PART 2
ACCREDITATION CRITERIA
TO BE COMPLETED BY ALL SUBSCRIBERS
The Company may accept any number of “accredited investors” as defined within the meaning of Rule 50 l (a) of Regulation D promulgated by the Securities and Exchange Commission. An accredited investor is one who fulfills any one of the following Criteria:
A. For an INDIVIDUAL INVESTOR (a natural person), please indicate (by a check) which criteria, if any, apply:
☐ (1) Individual income in excess of $200,000 in each of the two most recent years or joint income (with such investor’s spouse) in excess of $300,000 in each of those years and a reasonable expectation of reaching the same income level in the current year.
☐ (2) Individual net worth, or joint net worth (with such investor’s spouse), of $ 1,000,000 or more (excluding value of primary residence).
☐ (3) A director or executive officer of the Company.
B. For a LEGAL ENTITY (other than a natural person), please indicate (by a check) which criteria, if any apply:
☐ (1) A limited liability company, partnership, corporation or trust.
☐ (2) A bank, savings and loan association or similar institution, as defined in the Securities Act of 1933, whether acting in its individual or fiduciary capacity or a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934.
☐ (3) An insurance company as defined in the Securities Act of 1933.
☐ (4) An investment company registered under the Investment Company Act of 1940.
☐ (5) A business development company as defined in the Investment Company Act of 1940.
☐ (6) A private business development company as defined in the Investment Advisors Act of 1940.
☐ (7) A Small Business Investment Company licensed by the U.S. Small Business Administration under the Small Business Investment Act of 1958.
☐ (8) An organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000.
☐ (9) A plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000.
☐ (10) An employee benefit plan within the meaning of Title I of the Employment Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in such Act, which is either a bank, savings and loan association, insurance company, or registered investment advisor, or if the employee benefit plan has total assets in excess of $5,000,000, or if a self-directed plan, the investment decisions are made solely by persons that are accredited investors.
☐ (11) A trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase Is directed by a “sophisticated” person as defined in the Securities Act of 1933.
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