10-Q

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U.S.

SECURITIES AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

10-Q

Mark One

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For

the transition period from _______ to _______

Commission

File No. 001-40715

PetVivoHoldings, Inc.

(Name of small business issuer in its charter)

Nevada	99-0363559
(State<br> or other jurisdiction of<br><br> <br>incorporation<br> or organization)	(I.R.S.<br> Employer<br><br> <br>Identification<br> No.)

5251Edina Industrial Blvd.

Edina,Minnesota 55439

(Address of principal executive offices)

(952)405-6216

(Issuer’s telephone number)

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, par value $0.001	PETV	The<br> Nasdaq Stock Market LLC
Warrants<br> to purchase Common Stock	PETVW	The<br> Nasdaq Stock Market LLC

Securities

registered pursuant to Section 12(g) of the Act:

CommonStock, $0.001

(Title of Class)

Indicate by check mark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large<br> accelerated filer	☐	Accelerated<br> filer	☐
Non-accelerated<br> filer	☒	Smaller<br> reporting company	☒
		Emerging<br> 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:

Class	Outstanding as of November 13, 2023
Common<br> Stock, $0.001	14,468,313

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PETVIVO

HOLDINGS, INC.

FORM

10-Q

FOR

THE PERIOD ENDED SEPTEMBER 30, 2023

INDEX

		Page
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		3
PART I. FINANCIAL INFORMATION		4
Item<br> 1.	Financial Statements	4
Item<br> 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item<br> 3.	Qualitative and Quantitative Disclosures About Market Risk	29
Item<br> 4.	Controls and Procedures	29
PART II. OTHER INFORMATION		29
Item<br> 1.	Legal Proceedings	29
Item<br> 1A.	Risk Factors	29
Item<br> 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item<br> 3.	Defaults Upon Senior Securities	30
Item<br> 4.	Mine Safety Disclosure	30
Item<br> 5.	Other information	30
Item<br> 6.	Exhibits	31
SIGNATURES		32

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SafeHarbor Statement Under the Private Securities Litigation Reform Act of 1995

Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of PetVivo Holdings, Inc. (the “Company”), to be materially different from future results, performance, or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies, and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that the projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in “Risk Factors” included in documents we file from time to time with the U.S. Securities and Exchange Commission (the “SEC’), including our Annual Report on Form 10-K for our fiscal year ended March 31, 2023, (“2023 10-K Report”) and risks described in other SEC filings. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

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PART

I.

ITEM

1. FINANCIAL STATEMENTS

PETVIVO

HOLDINGS, INC.

CONSOLIDATED

BALANCE SHEETS

			March 31, 2023
Assets:
Current Assets
Cash and cash equivalents	55,254		$	475,314
Accounts receivable	155,888			86,689
Inventory	434,080			370,283
Prepaid expenses and other assets	1,370,604			491,694
Total Current Assets	2,015,826			1,423,980
Property and Equipment, net	665,381			630,852
Other Assets:
Operating lease right-of-use asset	1,318,666			317,981
Patents and trademarks, net	34,374			38,649
Security deposit	27,490			27,490
Total Other Assets	1,380,530			384,120
Total Assets	4,061,737		$	2,438,952
Liabilities and Stockholders’ Equity:
Current Liabilities
Accounts payable	912,040		$	588,713
Accrued expenses	818,357			779,882
Operating lease liability – short term	177,773			78,149
Note payable and accrued interest	7,139			6,936
Total Current Liabilities	1,915,309			1,453,680
Non-Current Liabilities
Note payable and accrued interest (net of current portion)	16,856			20,415
Operating lease liability (net of current portion)	1,140,893			239,832
Total Non-Current Liabilities	1,157,749			260,247
Total Liabilities	3,073,058			1,713,927
Commitments and Contingencies (see Note 9)	-			-
Stockholders’ Equity:
Preferred Stock, par value 0.001, 20,000,000 shares authorized, no shares issued and outstanding at September 30, 2023 and March 31, 2023	-			-
Common Stock, par value 0.001, 250,000,000 shares authorized, 13,841,731 and 10,950,220 issued and outstanding at September 30, 2023 and March 31, 2023, respectively	13,842			10,950
Common Stock to be Issued	-			137,500
Additional Paid-In Capital	79,373,596			72,420,604
Accumulated Deficit	(78,398,759	)		(71,844,029	)
Total Stockholders’ Equity	988,679			725,025
Total Liabilities and Stockholders’ Equity	4,061,737		$	2,438,952

All values are in US Dollars.

The

accompanying condensed notes are an integral part of these unaudited consolidated financial statements.

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PETVIVO

HOLDINGS, INC.

CONSOLIDATED

STATEMENTS OF OPERATIONS

(UNAUDITED)

	2023			2022			2023			2022
	Three Months Ended<br> <br>September 30,						Six Months Ended <br>September 30,
	2023			2022			2023			2022
Revenues	$	207,366		$	223,280		$	324,549		$	281,454
Cost of Sales		140,913			148,159			223,182			201,179
Gross Profit		66,453			75,121			101,367			80,275
Operating Expenses:
Sales and Marketing		1,078,725			867,985			2,020,611			1,524,554
Research and Development		240,281			140,384			464,088			212,040
General and Administrative		1,691,790			1,186,320			3,454,588			2,429,342
Total Operating Expenses		3,010,796			2,194,689			5,939,287			4,165,936
Operating Loss		(2,944,343	)		(2,119,568	)		(5,837,920	)		(4,085,661	)
Other (Expense) Income
Loss on Extinguishment of Debt		(534,366	)		-			(534,366	)		-
Settlement Expense		(180,000	)		-			(180,000	)		-
Interest (Expense) Income		(2,444	)		7,979			(2,444	)		8,644
Total Other (Expense) Income		(716,810	)		7,979			(716,810	)		8,644
		-			-			-			-
Loss before taxes		(3,661,153	)		(2,111,589	)		(6,554,730	)		(4,077,017	)
Income Tax Provision		-			-			-			-
Net Loss	$	(3,661,153	)	$	(2,111,589	)	$	(6,554,730	)	$	(4,077,017	)
Net Loss Per Share:
Basic and Diluted	$	(0.28	)	$	(0.21	)	$	(0.53	)	$	(0.41	)
Weighted Average Common Shares Outstanding:
Basic and Diluted		12,987,641			10,053,463			12,325,973			10,021,090

The

accompanying condensed notes are an integral part of these unaudited consolidated financial statements.

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PETVIVO

HOLDINGS, INC.

CONSOLIDATED

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(UNAUDITED)

Three

and Six Months Ended September 30, 2023

	Shares		Amount		Capital			Deficit			Issued			Total
	Common Stock				Additional Paid-in			Accumulated			Common Stock<br><br> <br>to be
	Shares		Amount		Capital			Deficit			Issued			Total
Balance at March 31, 2023		10,950,220	$	10,950	$	72,420,604		$	(71,844,029	)	$	137,500		$	725,025
Common stock sold		793,585		794		2,092,800			-			(137,500	)		1,956,094
Stock issued for services		49,998		50		123,028			-			-			123,078
Stock-based compensation		-		-		413,030			-			-			413,030
Vesting of restricted stock units in lieu of compensation		30,300		31		74,558			-			-			74,589
Vesting of restricted stock units		6,250		6		(6	)		-			-			-
Net loss		-		-		-			(2,893,577	)		-			(2,893,577	)
Balance at June 30, 2023		11,830,353	$	11,831	$	75,124,014		$	(74,737,606	)	$	-		$	398,239
Common stock and warrants sold		1,200,002		1,200		1,774,582			-			-			1,775,782
Stock issued for services		349,498		350		740,628			-			-			740,978
Conversion of debt and interest to common stock		385,000		385		577,115			-			-			577,500
Value of stock and warrants issued on extinguishment of debt		-		-		509,310			-			-			509,310
Cashless warrant exercise		34,678		34		(34	)		-			-			-
Vesting of restricted stock units in lieu of compensation		20,200		20		40,986			-			-			41,006
Vesting of restricted stock units		22,000		22		(22	)		-			-			-
Stock-based compensation		-		-		607,017			-			-			607,017
Net loss		-		-		-			(3,661,153	)		-			(3,661,153	)
Balance at September 30, 2023		13,841,731	$	13,842	$	79,373,596		$	(78,398,759	)	$	-		$	988,679

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Three

and Six Months Ended September 30, 2022

	Shares		Amount		Capital			Deficit			Total
	Common Stock				Additional Paid-in			Accumulated
	Shares		Amount		Capital			Deficit			Total
Balance at March 31, 2022		9,988,361	$	9,988	$	69,103,155		$	(63,126,421	)	$	5,986,722
Stock-based compensation		-		-		231,231			-			231,231
Net loss		-		-		-			(1,965,428	)		(1,965,428	)
Balance at June 30, 2022		9,988,361	$	9,988	$	69,334,386		$	(65,091,849	)	$	4,252,525
Balance		9,988,361	$	9,988	$	69,334,386		$	(65,091,849	)	$	4,252,525
Cash paid to exercise warrants		48,664		49		66,509			-			66,558
Vesting of restricted stock units		33,250		33		(33	)		-			-
Stock issued for services		25,000		25		49,895			-			49,920
Stock-based compensation		-		-		305,971			-			305,971
Net loss		-		-		-			(2,111,589	)		(2,111,589	)
Balance at September 30, 2022		10,095,275	$	10,095	$	69,756,728		$	(67,203,438	)	$	2,563,385
Balance		10,095,275	$	10,095	$	69,756,728		$	(67,203,438	)	$	2,563,385

The

accompanying condensed notes are an integral part of these unaudited consolidated financial statements.

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PETVIVO

HOLDINGS, INC.

CONSOLIDATED

STATEMENTS OF CASH FLOWS

(UNAUDITED)

	September 30, 2023			September 30, 2022
	For the Six Months Ended
	September 30, 2023			September 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss For The Period	$	(6,554,730	)	$	(4,077,017	)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Stock-based compensation		1,020,047			537,202
Depreciation and amortization		63,364			58,510
Investor relations services paid in stock		165,810			150,050
Consulting services paid in stock		237,516			16,064
Stock issued in lieu of compensation		115,595			-
Loss on extinguishment of debt		534,366			-
Interest on convertible debentures		2,444			-
Changes in Operating Assets and Liabilities
Increase in prepaid expenses and other current assets		(418,180	)		(180,658	)
Increase in accounts receivable		(69,199	)		(126,546	)
Increase in inventory		(63,797	)		(206,654	)
Increase in accounts payable and accrued expenses		361,802			79,468
Net Cash Used In Operating Activities		(4,604,962	)		(3,749,581	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment		(93,618	)		(83,566	)
Net Cash Used in Investing Activities		(93,618	)		(83,566	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the sale of common stock and warrants		3,731,876			-
Proceeds from issuance of convertible debentures		550,000			-
Proceeds from exercise of warrants		-			66,558
Repayments of notes payable		(3,356	)		(3,145	)
Net Cash Provided by (Used in) Financing Activities		4,278,520			63,413
Net Decrease in Cash		(420,060	)		(3,769,734	)
Cash at Beginning of Period		475,314			6,106,827
Cash at End of Period	$	55,254		$	2,337,093
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash Paid During The Period For:
Interest	$	846		$	2,022
Taxes	$	-		$	-
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING ACTIVITIES
Convertible debentures and accrued interest converted to common stock	$	577,500		$	-
Stock granted for consulting services	$	626,540		$	49,920
Increase to operating lease right of use asset and operating lease liability	$	1,081,204		$	-

The

accompanying condensed notes are an integral part of these unaudited consolidated financial statements

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PetVivo

Holdings, Inc.

Condensed

Notes to Financial Statements

September

30, 2023

(Unaudited)

NOTE

1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

(A)Organization and Description

The Company is in the business of licensing and commercializing our proprietary medical devices and biomaterials for the treatment and/or management of afflictions and diseases in animals, initially for dogs and horses. The Company began commercialization of its lead product Spryng™ with OsteoCushion™ Technology, a veterinarian-administered, intraarticular injection for the management of lameness and other joint afflictions such as osteoarthritis in dogs and horses in September 2021. The Company has a pipeline of additional products for the treatment of animals in various stages of development. A portfolio of twenty patents protects the Company’s biomaterials, products, production processes and methods of use. The Company’s operations are conducted from its headquarter facilities in suburban Minneapolis, Minnesota.

(B)Basis of Presentation

PetVivo Holdings, Inc. (the “Company”) was incorporated in Nevada under a former name in 2009 and entered its current business in 2014 through a stock exchange reverse merger with PetVivo, Inc., a Minnesota corporation. This merger resulted in PetVivo, Inc. becoming a wholly-owned subsidiary of the Company. In April 2017, the Company acquired another Minnesota corporation, Gel-Del Technologies, Inc., through a statutory merger, which is also a wholly-owned subsidiary of the Company.

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (including those which are normal and recurring) considered necessary for a fair presentation of the interim financial information have been included. The results for the three and six months ended September 30, 2023, are not necessarily indicative of results to be expected for the year ending March 31, 2024, or for any other interim period or for any future year. These unaudited consolidated interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended March 31, 2023.

(C)Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its two wholly-owned Minnesota corporations, Gel-Del Technologies, Inc. and PetVivo, Inc. All intercompany accounts have been eliminated upon consolidation.

(D)Use of Estimates

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include collectability of accounts receivable, inventory obsolescence, estimated useful lives and potential impairment of property and equipment and intangibles, estimate of fair value of share-based payments, distributor rebate payable, provision for product returns, right of use lease assets and liabilities and valuation of deferred tax assets.

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(E)Cash and Cash Equivalents

The Company considers all highly-liquid, temporary cash investments with an original maturity of three months or less to be cash equivalents. The Company had no cash equivalents at September 30, 2023.

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(F)Concentration Risk

The Company maintains its cash with various financial institutions, which at times may exceed federally insured limits. At September 30, 2023, the Company did not have cash balances in excess of the federally insured limits.

(G)Accounts Receivable

Accounts receivable consists primarily of amounts due from a distributor (see revenue recognition). Accounts receivable is recorded based on management’s assessment of the expected consideration to be received, based on a detailed review of historical collections. Management relies on the results of the assessment, which includes payment history of the applicable payer as a primary source of information in estimating the collectability of our accounts receivable as well as a forecast of projected credit losses. We update our assessment on a quarterly basis, which to date has not resulted in any material adjustments to the valuation of our accounts receivable since all receivables to date have been collected. We believe the assessment provides reasonable estimates of our accounts receivable valuation, and therefore we believe that substantially all accounts receivable are fully collectible. Accordingly, as of September 30, 2023 and March 31, 2023, our allowance for credit losses was zero.

(H)Inventory

Inventories are recorded in accordance with Accounting Standards Codification (“ASC”) 330, Inventory, and are stated at the lower of cost or net realizable value. We account for inventories using the first in first out (“FIFO”) methodology. Provisions for inventory obsolescence are charged to Cost of Sales. There were no provisions for obsolescence for the three and six months ended September 30, 2023 and 2022, respectively.

(I)Property & Equipment

Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method (after considering their respective estimated residual values) over the assets estimated useful life of 3 to 5 years for production and computer equipment and furniture and 5 to 7 years for leasehold improvements.

(J)Patents and Trademarks

The Company capitalizes direct costs for the maintenance and advancement of their patents and trademarks and amortizes these costs over the lesser of the useful life of 60 months or the life of the patent. We evaluate the recoverability of intangible assets periodically by considering events or circumstances that may warrant revised estimates of useful lives or that indicate the asset may be impaired.

(K)Loss Per Share

Basic loss per share is computed by dividing net loss by weighted average number of shares of common stock outstanding during each period. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period.

The

Company had 5,447,485 warrants outstanding as of September 30, 2023, with varying exercise prices ranging from $1.20 to $5.63 per share. The weighted average exercise price for these warrants is $4.04 per share. These warrants are excluded from the weighted average number of shares because they were considered anti-dilutive.

The

Company had 177,334 restricted stock units outstanding as of September 30, 2023, which are excluded from the weighted average number of shares because they were considered anti-dilutive.

The

Company had 1,354,088 stock options outstanding as of September 30, 2023, with varying exercise prices ranging from $1.39 to $2.79 per share. The weighted average exercise price for these options is $2.20 per share. These stock options are excluded from the weighted average number of shares because they were considered anti-dilutive.

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The

Company had 3,686,320 warrants outstanding as of September 30, 2022, with varying exercise prices ranging from $1.20 to $6.67 per share. The weighted average exercise price for these warrants was $5.02 per share. These warrants were excluded from the weighted average number of shares because they were considered anti-dilutive.

The

Company had 339,418 restricted stock units outstanding as of September 30, 2022, which were excluded from the weighted average number of shares because they were considered anti-dilutive.

The

Company had 393,789 options outstanding as of September 30, 2022, with varying exercise prices ranging from $1.39 to $2.79 per share. The weighted average exercise price for these options was $1.91 per share. These options were excluded from the weighted average number of shares because they were considered anti-dilutive.

The Company uses the guidance in ASC 260 to determine if-converted loss per share. ASC 260 states that convertible securities should be considered exercised on the latter of the first day of the reporting period’s quarter or the inception date of the debt instrument. Also, the if-converted method shall not be applied for the purposes of computing diluted EPS if the effect would be anti-dilutive.

(L)Revenue Recognition

The Company recognizes revenue in accordance with ASC 606 “Revenue from Contracts with Customers.”

The Company derives revenue from the sale of its pet care products directly to its veterinarian customers in the United States. The Company recognizes revenue when performance obligations under the terms of a contract with the veterinarian customer are satisfied. Product sales occur once control or title is transferred based on the commercial terms. Revenue is recognized upon delivery to the customer, which is when control of these products is transferred and in an amount that reflects the consideration the Company expects to receive for these products. Shipping costs charged to customers are reported as an offset to the respective shipping costs. The Company does not have any significant financing components as payment is received at or shortly after the point of sale.

The Company entered into a Distribution Services Agreement (the “Agreement”) with MWI Veterinary Supply Co. (the “Distributor”) on June 17, 2022. Contracts with the Distributor are evidenced by individual executed purchase orders subject to the terms of the Agreement. The contracts consist of a single performance obligation related to the sale of our pet care products. Product sales occur once control or title is transferred based on the commercial terms in the Agreement. Revenue is recognized upon delivery to the Distributor; payment is due within 60 days. The Agreement provides for a distribution fee payable to the Distributor equal to 5% of gross monthly sales payable in 45 days; the distribution fee is netted against revenue. The Agreement provides for a rebate payable to the Distributor based on annual sales volume that is retroactively applied. The rebate is estimated under the expected value method and is netted against revenue. Sales are subject to various right of return provisions; the Company uses an expected value method to estimate returns and has determined that any returns would be immaterial as of September 30, 2023. As a result, there is no return liability recorded. Shipping and handling costs are a fulfillment activity and are reported as cost of sales.

For

the three months ended September 30, 2023 and 2022, the Company recognized revenue from product sales under the Agreement of $143,606 and $118,264, respectively. This represents 69% and 53% of total revenues for the three months ended September 30, 2023 and 2022, respectively.

For

the six months ended September 30, 2023 and 2022, the Company recognized revenue from product sales under the Agreement of $177,395 and $118,264, respectively. This represents 55% and 42% of total revenues for the six months ended September 30, 2023 and 2022, respectively.

Assets and liabilities (included in accrued expenses) under the Agreement were as follows:

SCHEDULE OF RECOGNIZED REVENUE ASSETS AND LIABILITIES

	September 30, 2023		March 31, 2023
Accounts receivable	$	151,164	$	81,510
Rebate liability		35,000		28,000
Distribution fee payable		12,152		5,187

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(M)Research and Development

The Company expenses research and development costs as incurred.

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(N)Fair Value of Financial Instruments

The Company applies the accounting guidance under ASC 820-10, “Fair Value Measurements”, as well as certain related Financial Accounting Standards Board (“FASB”) staff positions. This guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact business and considers assumptions that marketplace participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance.

The guidance also establishes a fair value hierarchy for measurements of fair value as follows:

●	Level<br> 1 - quoted market prices in active markets for identical assets or liabilities.
●	Level<br> 2 - inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar<br> assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs<br> that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
●	Level<br> 3 - unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets<br> or liabilities.

The Company’s financial instruments consist of accounts receivable, accounts payable, accrued expenses and note payable and accrued interest. The carrying amount of the Company’s financial instruments approximates their fair value as of September 30, 2023 and March 31, 2023, due to the short-term nature of these instruments and the Company’s borrowing rate of interest.

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The valuation of the Company’s note recorded at fair value is determined using Level 3 inputs, which consider (i) time value, (ii) current market, and (iii) contractual prices.

The Company had no assets and liabilities measured at fair value on a recurring basis on September 30, 2023 and March 31, 2023.

(O)Stock-Based Compensation

Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation – Stock Compensation”‘ which requires recognition in the financial statements of the cost of employee, director, and non-employee services received in exchange for an award of equity instruments over the period the employee, director, or non-employee is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee, director, and non-employee services received in exchange for an award based on grant-date fair value of the award. The Company has elected to recognized forfeitures as they occur as permitted under Accounting Standards Update (“ASU”) 2016-09 Improvements to Employee Share-Based Payment.

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(P)Income Taxes

The Company accounts for income taxes under ASC 740. Deferred tax assets and liabilities are determined based upon differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized.

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As required by ASC 450, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority.

The Company is not currently under examination by any federal or state jurisdiction.

The Company’s policy is to record tax-related interest and penalties as a component of operating expenses.

(Q)Recent Accounting Pronouncements

The Company has reviewed the FASB issued ASU accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of the Company’s financial management.

In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging

• Contracts in Entity’s Own Equity (Subtopic 815-40) - Accounting for Convertible Instruments and Contracts on an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the exceptions. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. The Company is currently evaluating the impact of the adoption of the standard on the consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments,” which replaces the existing “incurred loss” model for recognizing credit losses with an “expected loss” model referred to as the CECL model. Under the CECL model, the Company is required to present certain financial assets carried at amortized cost, such as accounts receivable, at the net amount expected to be collected. The measurement of expected credit losses is based on information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. The Company adopted this standard in the consolidated financial statements for the six months ended September 30, 2023. The change had no impact on the Company’s financial statements.

All other newly issued but not yet effective accounting pronouncements have been deemed either immaterial or not applicable.

NOTE

2 – INVENTORY

As

of September 30, 2023 and March 31, 2023, the Company had inventory of $434,080 and $370,283, respectively.

The inventory components are as follows:

SCHEDULE OF INVENTORY

	September 30, 2023		March 31, 2023
Finished Goods	$	17,428	$	13,159
Work in process		34,093		53,398
Raw materials		382,559		303,726
Total	$	434,080	$	370,283

NOTE

3 – PREPAID EXPENSES AND OTHER CURRENT ASSETS

As

of September 30, 2023, the Company had $1,370,604 in prepaid expenses and other current assets consisting primarily of $785,000 in deferred consulting fees, $45,000 in investor relations costs, $292,000 in insurance costs, $91,000 in tradeshows, $33,000 in Nasdaq and FINRA fees, $37,000 in deferred issuance costs, $32,000 in software subscription fees, and $25,000 in rent.

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The

deferred consulting fees totaling $785,000 consist of $537,500 of common stock issued and cash of $247,500 related to one consulting agreement. In October 2023, the consulting agreement was terminated and all the common stock that was issued and the cash that was paid was returned to the Company.

As

of March 31, 2023, the Company had $491,694 in prepaid expenses and other current assets consisting primarily of $115,000 in investor relations services, $130,000 in insurance costs, $63,000 in Nasdaq and FINRA fees, $56,000 in board compensation, $42,000 in tradeshows, $42,000 in supplier advance, and $19,000 in software subscription fees.

NOTE

4 – PROPERTY AND EQUIPMENT

The components of property and equipment were as follows:

SCHEDULE OF PROPERTY AND EQUIPMENT

	September 30, 2023			March 31, 2023
Leasehold improvements	$	232,319		$	216,159
Production equipment		631,441			577,067
R&D equipment		25,184			25,184
Computer equipment and furniture		144,816			121,732
Total, at cost		1,033,760			940,142
Accumulated depreciation		(368,379	)		(309,290	))
Total Net	$	665,381		$	630,852

Depreciation

expense was $30,078 and $28,719 for the three months ended September 30, 2023 and 2022, respectively. Depreciation expense was $59,089 and $54,044 for the six months ended September 30, 2023 and 2022, respectively.

NOTE

5 – PATENTS AND TRADEMARKS

The components of patents and trademarks, all of which are finite-lived, were as follows:

SCHEDULE OF COMPONENTS OF PATENTS AND TRADEMARKS

	September 30, 2023			March 31, 2023
Patents	$	3,870,057		$	3,870,057
Trademarks		26,142			26,142
Total at cost		3,896,199			3,896,199
Accumulated Amortization		(3,861,825	)		(3,857,550	)
Total net	$	34,374		$	38,649

Amortization

expense was $2,137 and $2,227 for the three months ended September 30, 2023 and 2022, respectively. Amortization expense was $4,275 and $4,466 for the six months ended September 30, 2023 and 2022, respectively.

NOTE

6 – ACCRUED EXPENSES

The components of accrued expenses were as follows:

SCHEDULE OF COMPONENTS OF ACCRUED EXPENSES

	September 30, 2023		March 31, 2023
Accrued payroll and related taxes	$	290,619	$	258,978
Accrued expenses		195,500		188,666
Accrued lease termination expense		332,238		332,238
Total	$	818,357	$	779,882

Pursuant

to a lease wherein our subsidiary, Gel-Del Technologies, Inc., was the lessee until and through the lease’s termination in fiscal year 2018, the Company had recorded approximately $332,000 as a potential payable to the lessor. This liability remains outstanding as of September 30, 2023 and March 31, 2023.

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NOTE

7 – NOTE PAYABLE

In

January 2020, the Company entered into a lease amendment for our corporate office facility whereby the lease term was extended through November of 2026 in exchange for a loan of $42,500. The note payable accrues interest at a rate of 6% per annum. At September 30, 2023 and March 31, 2023, the amount outstanding on the note was $23,995 and $27,351, respectively. At September 30, 2023, the Company classified $7,139 as a current liability and $16,856 in other liabilities. At March 31, 2023, the Company classified $6,936 as a current liability and $20,415 in other liabilities.

NOTE

8 – RETIREMENT PLAN

In

February 2021, the Company established a 401(k) retirement plan for its employees in which eligible employees can contribute a percentage of their compensation. The Company may also make discretionary contributions. For the three months ended September 30, 2023 and 2022, the Company made contributions to the plan of $12,854 and $8,183, respectively. For the six months ended September 30, 2023 and 2022, the Company made contributions to the plan of $25,408 and $14,341, respectively.

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NOTE

9 – COMMITMENTS AND CONTINGENCIES

LeaseObligations

We lease property and equipment under operating leases, typically with terms greater than 12 months, and determine if an arrangement contains a lease at inception. In general, an arrangement contains a lease if there is an identified asset and we have the right to direct the use of and obtain substantially all of the economic benefit from the use of the identified asset. We record an operating lease liability at the present value of lease payments over the lease term on the commencement date. The related right of use (‘‘ROU”) operating lease asset reflects rental escalation clauses, as well as renewal options and/or termination options. The exercise of lease renewal and/or termination options is at our discretion and is included in the determination of the lease term and lease payment obligations when it is deemed reasonably certain that the option will be exercised. When available, we use the rate implicit in the lease to discount lease payments to present value; however, certain leases do not provide a readily determinable implicit rate. Therefore, we must estimate our incremental borrowing rate to discount the lease payments based on information available at lease commencement.

We classify our leases as buildings, vehicles or computer and office equipment and do not separate lease and nonlease components of contracts for any of the aforementioned classifications. In accordance with applicable guidance, we do not record leases with terms that are less than one year on the Consolidated Balance Sheets.

None of our lease agreements contain material restrictive covenants or residual value guarantees.

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Buildings

The Company entered into an eighty-four month lease for 3,577 square feet of newly constructed office, laboratory, and warehouse space located in Edina, Minnesota in May 2017. The base rent has annual increases of 2% and the Company is responsible for its proportional share of common space expenses, property taxes, and building insurance. This lease is terminable by the landlord if damage causes the property to no longer be utilized as an integrated whole and by the Company if damage causes the facility to be unusable for a period of 45 days. In January 2020, the Company entered into a lease amendment to extend the lease term through November of 2026 in exchange for receipt of a loan of $42,500 recorded to note payable. The monthly base rent as of September 30, 2023 and March 31, 2023 was $

2,294

.

The Company entered into a sixty-three month lease for 2,400 square feet of office space located in Edina, Minnesota in January 2022. This lease will expire in March 2027. The base rent has annual increases of 2.5% and the Company is responsible for its proportional share of common space expenses, property taxes, and building insurance. The monthly base rent as of September 30, 2023 and March 31, 2023 was $2,740 and $2,673, respectively.

On January 10, 2023, the Company entered into a new lease agreement for approximately 14,000 square feet of production and warehouse space with a commencement date of April 1, 2023, which is when the control and right of use for this asset took place. The initial monthly base rent is $8,420 and has annual increases of 2.5%. The Company is also responsible for its proportional share of common space expenses, property taxes, and building insurance. The lease will terminate on June 30, 2033 and the Company has a renewal option for a period of five years. The monthly base rent as of September 30, 2023 was $8,420.

Vehicles

We

leased vehicles for certain members of our field sales organization in the six months ended September 30, 2023, under a vehicle fleet program whereby the noncancelable lease is for a term of 48 months. The Company recognized an operating lease right-of-use asset for approximately $150,000 and corresponding and equal operating lease liability for the lessee. As of September 30, 2023, in addition to monthly rental fees specific to the vehicle, there are fixed monthly nonlease components that have been included in the ROU operating lease assets and operating lease liabilities. The nonlease components are not significant.

Operating

lease expense for the three months ended September 30, 2023 and 2022, was $104,473 and $51,994, respectively. Operating lease expense for the six months ended September 30, 2023 and 2022 was $175,265 and $101,954, respectively.

The following is a maturity analysis of the annual undiscounted cash flows of the operating lease liabilities as of September 30, 2023:

SCHEDULE OF ANNUAL UNDISCOUNTED OPERATING LEASE LIABILITY

2024	$	101,668
2025		207,061
2026		211,002
2027		187,717
2028		114,410
2029		114,273
Thereafter		518,517
Total		1,454,648
Less: amount representing interest		(135,982	)
Total	$	1,318,666

In compliance with ASC 842, the Company recognized, based on the extended lease terms to June 2026, November 2026, March 2027, and June 2033, a treasury rate of 0.12%, 0.40%, 7.6%, and 4.39%, respectively, an operating lease right-of-use assets for approximately $

1,465,000

and corresponding and equal operating lease liabilities for the leases. As of September 30, 2023, the present value of future base rent lease payments based on the remaining lease terms and weighted average discount rate are approximately 4.8 years and 4.11%, respectively, are as follows:

SCHEDULE OF BASE RENT LEASE PAYMENTS

Present value of future base rent lease payments	$	1,318,666
Base rent payments included in prepaid expenses		-
Present value of future base rent lease payments – net	$	1,318,666

As of September 30, 2023, the present value of future base rent lease payments – net is classified between current and non-current assets and liabilities as follows:

SCHEDULE OF LEASE CURRENT AND NON-CURRENT ASSETS AND LIABILITIES

Operating lease right-of-use asset	$	1,318,666
Total operating lease assets		1,318,666
Operating lease current liability		177,773
Operating lease non-current liability		1,140,893
Total operating lease liabilities	$	1,318,666

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EmploymentAgreements

The Company has employment agreements with its executive officers. As of September 30, 2023, these agreements contain severance benefits ranging from one month to six months if terminated without cause.

LegalProceedings

David

Masters, a former employee, board member, and consultant to the Company, has threatened to file suit against the Company to recover in excess of $2 million. Masters’ threatened litigation relates to allegations that the Company promised him additional compensation, shares, warrants, and future employment while he was associated with the Company. The Company mediated these claims with Masters in 2022 and executed a mediated settlement agreement resolving these claims for a one-time payment of $180,000, to be effective upon execution of a long form agreement containing these and other settlement terms. The parties appointed the mediator as arbitrator to resolve any disputes arising during the drafting of the long form agreement on commercially reasonable terms. In early 2023, Masters commenced arbitration to have certain terms in the long form agreement decided. The arbitrator issued an award setting the final terms of the agreement. Soon thereafter, Masters refused to execute the long form agreement set by the arbitrator; terminated the law firm representing him in the mediation, negotiations, and arbitration; suggested that the arbitration award was tainted by a conflict of interest; and threatened the claims set forth above.

In

September 2023, Masters executed the long-term agreement and the Company recorded a settlement expense of $180,000. The settlement was paid in October 2023.

NOTE

10 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern.

The

Company incurred net losses of $6,554,730 for the six months ended September 30, 2023, had net cash used in operating activities of $4,604,962 for the same period, and has an accumulated deficit of $78,398,759 on September 30, 2023. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of at least twelve months after the date of issuance of these financial statements. In view of these matters, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to achieve a level of profitability and/or to obtain adequate financing through the issuance of debt or equity in order to finance its operations.

The

Company raised an aggregate of $1,070,000 in October and on November 6, 2023 from (i) the sale of 725,000 shares pursuant to its ATM Sales Agreement dated August 23, 2023 between the Company and ThinkEquity LLC and facilities and (ii) in a private offering to accredited investors. Management believes that the actions presently being taken to further implement its business plan will enable the Company to continue as a going concern. While the Company believes in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and raise additional funds.

These financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE

11 – STOCKHOLDERS’ EQUITY

EquityIncentive Plan

On

July 10, 2020, our Board of Directors unanimously approved the PetVivo Holdings, Inc. 2020 Equity Incentive Plan (the “2020 Plan”), which authorized the issuance of up to 1,000,000 shares of our common stock as awards under the 2020 Plan, subject to approval by our stockholders at the Annual Meeting of Stockholders held on September 22, 2020, when it was approved by our stockholders and became effective. On October 14, 2022, the stockholders of the Company approved the PetVivo Holdings, Inc. Amended and Restated 2020 Equity Incentive Plan (the “Amended Plan”), which increased the number of shares of the Company’s common stock which may be granted under the Amended Plan from 1,000,000 to 3,000,000. Unless sooner terminated by the Board, the Amended Plan will terminate at midnight on July 10, 2030. The number of shares available to grant under the Plan was 1,039,235 at September 30, 2023.

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Employees, consultants, advisors of the Company (or any subsidiary), and non-employee directors of the Company will be eligible to receive awards under the Amended Plan. In the case of consultants and advisors, however, their services cannot be in connection with the offer and sale of securities in a capital-raising transaction nor directly or indirectly to promote or maintain a market for PetVivo common stock.

The Amended Plan is administered by the Compensation Committee of our Board of Directors (the “Committee”), which has full power and authority to determine when and to whom awards will be granted, and the type, amount, form of payment, any deferral payment, and other terms and conditions of each award. Subject to provisions of the Amended Plan, the Committee may amend or waive the terms and conditions, or accelerate the exercisability, of an outstanding award. The Committee also has the authority to interpret and establish rules and regulations for the administration of the Amended Plan. In addition, the Board of Directors may also exercise the powers of the Committee.

The

aggregate number of shares of PetVivo common stock available and reserved to be issued under the Amended Plan is 3,000,000 shares, but includes the following limits:

●

the maximum aggregate number of shares of Common Stock granted as an Award to any Non-Employee Director in any one Plan Year will be 10,000 shares; provided that such limit will not apply to any election of a Non-Employee Director to receive shares of Common Stock in lieu of all or a portion of any annual Board, committee, chair or other retainer, or any meeting fees otherwise payable in cash.

Awards can be granted for no cash consideration or for any cash and other consideration as determined by the Committee. Awards may provide that upon the grant or exercise thereof, the holder will receive cash, shares of PetVivo common stock, other securities or property, or any combination of these in a single payment, installments, or on a deferred basis. The exercise price per share of any stock option and the grant price of any stock appreciation right may not be less than the fair market value of PetVivo common stock on the date of grant. The term of any award cannot be longer than ten years from the date of grant. Awards will be adjusted in the event of a stock dividend or other distribution, recapitalization, forward or reverse stock split, reorganization, merger or other business combination, or similar corporate transaction, in order to prevent dilution or enlargement of the benefits or potential benefits provided under the Amended Plan.

The Amended Plan permits the following types of awards: stock options, stock appreciation rights, restricted stock awards, restricted stock units, deferred stock units, performance awards, non-employee director awards, other stock-based awards, and dividend equivalents.

ConvertibleDebentures

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On July 27, 2023, the Company issued convertible promissory notes (“Convertible Debentures”) in the aggregate amount of $550,000 to three accredited investors pursuant to debenture subscription agreements (“Debenture Subscription Agreement”). The Convertible Debentures mature on January 26, 2024 (the “Maturity Date”), bear interest at a rate of 10% per annum and automatically convert into shares of the Company’s common stock on the earlier of (i) the Maturity Date or (ii) upon the occurrence of certain events prior to the Maturity Date, including, without limitation, the sale of common stock of at least $2 million.

On August 11, 2023, the Company entered into Convertible Debenture Conversion Agreements (“Conversion Agreements”) with the three debenture holders (“Debenture Holders”). Pursuant to the Conversion Agreements, each Debenture Holder agreed to voluntarily and immediately convert the outstanding balance on their Convertible Debenture into shares of the Company’s common stock prior to January 26, 2024, the maturity date of the Convertible Debentures, provided that the Company adjust the original conversion rate to one share of the Company’s common stock for each $1.50 of principal (reduced from $1.60 in the Convertible Debenture) and pay an amount equal to six months of interest (the “New Conversion Rate”) and grant warrants to the Debenture Holders providing each Debenture Holder with the right to purchase the number of shares of the Company’s common stock issued to the Debenture Holder in the conversion. The Debenture Holders converted $550,000 in Convertible Debentures and accrued interest of $27,500 into 385,000 shares of the Company’s common stock and warrants (“Warrants”) to purchase an aggregate of 385,000 shares of the Company’s common stock. The Warrants are exercisable any time on or after February 5, 2024 and prior to August 10, 2026 at an exercise price of $2.00 per share.

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As

a result of the inducement to the Debenture Holders to voluntarily convert the outstanding balance of their Convertible Debentures prior to their maturity date, the Company recognized a loss on extinguishment of debt of $534,366. The loss is comprised of the value of the warrants issued of $463,476, as determined by the Black Scholes model; the value of additional shares issued of $45,834 as a result of the lower conversion rate to one share of the Company’s common stock issued and the additional interest of $25,056 which is the amount of interest credited to the Debenture Holders over the actual interest earned of $2,444.

Saleof Common Stock

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On

August 4, 2023, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with two accredited investors (the “Investors”), pursuant to which the Company agreed to issue and sell to the Investors in a registered direct offering (the “Registered Offering”) 1,200,002 shares (“Registered Shares”) of the Company’s common stock (the “Common Stock”) at a price of $1.50 per share. Under the Purchase Agreements, the Company also agreed to issue and sell to the Investors in a concurrent private placement (the “Private Placement,” and together with the Registered Offering, the “Offering”) warrants to purchase an aggregate of 1,200,002 shares of Common Stock (the “Warrants”). Net proceeds from the Registered Offering were $1,775,782, after deducting offering expenses of $24,218. The net proceeds were allocated between the common stock and warrants based on the relative fair values which were $502,417 and $1,273,365, respectively. The Warrants are exercisable any time on or after February 5, 2024 and prior to August 10, 2026 at an exercise price of $2.00 per share.

CommonStock

For

the six months ended September 30, 2023, the Company issued 2,891,511 shares of common stock as follows:

i)	793,585<br> shares in connection with the sale of stock in a registered direct offering which closed in April 2023 in exchange for proceeds of<br> $2,182,359 net of offering costs of $88,765, at a price of $2.75 per share. The Company received $137,500 of those proceeds on March<br> 31, 2023. The Company recorded this in common stock to be issued at March 31, 2023, and moved it to common stock and additional paid-in<br> capital upon the issuance of shares of common stock in April 2023.
ii)	6,250<br> shares related to vesting of restricted stock units (“RSUs”), vesting in June 2023;
iii)	30,300<br> shares related to vesting of RSUs to John Lai, the Company’s Chief Executive Officer, in lieu of compensation valued as of<br> $74,589, based on the closing stock prices on the vesting date with 10,100 shares vesting in April 2023, 10,100 shares vesting in<br> May 2023, and 10,100 shares vesting in June 2023;
iv)	16,666<br> shares in April 2023 to service providers for consulting services valued at market on the date of grant of $48,581;
v)	16,666<br> shares in May 2023 to service providers for consulting services valued at market on the date of grant of $40,332;
vi)	16,666<br> shares in June 2023 to service providers for consulting services valued at market on the date of grant of $34,165;
vii)	16,666<br> shares in July 2023 to service providers for consulting services valued at market on the date of grant of $35,332;
viii)	42,000<br> shares in July 2023 to a service provider for consulting services valued at market on the date of grant of $89,040;
ix)	1,200,002<br> shares in connection with the sale of stock in August 2023 in exchange for proceeds of $1,775,782 net of offering costs of $24,218,<br> at a price of $1.50 per share;
x)	385,000<br> shares in connection with the conversion of the Convertible Debentures in August 2023 totaling $577,500 including $27,500 of accrued<br> interest at a price of $1.50 per share;
xi)	12,212<br> shares in August 2023 pursuant to a warrant holder’s cashless exercise of a warrant for purchase of 22,500 shares of common<br> stock at a strike price of $1.33 per share;
xii)	16,666<br> shares in August 2023 to service providers for consulting services valued at market on the date of grant of $32,332;

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| --- | | xiii) | 250,000<br> shares in August 2023 to a service provider for consulting services valued at market on the date of grant of $537,500; | | --- | --- | | xiv) | 22,000<br> shares related to vesting of RSUs in August 2023; | | xv)<br><br> <br><br><br> <br><br><br> <br>xvi) | 20,200<br> shares related to vesting of RSUs to John Lai, the Company’s Chief Executive Officer, in lieu of compensation valued at $41,006,<br> based on the closing stock prices on the vesting date with 10,100 shares vesting in July 2023 and 10,100 shares vesting in August<br> 2023;<br><br> <br>16,666<br> shares in September 2023 to service providers for consulting services valued at market on the date of grant of $31,999; | | xvii) | 7,500<br> shares in September 2023 to a service provider for consulting services valued at market on the date of grant of $14,775; and | | xviii) | 22,466<br> shares in September 2023 pursuant to a warrant holder’s cashless exercise of warrants for purchase of 41,084 shares of common<br> stock at a weighted average strike price of $1.35 per share; |

For

the six months ended September 30, 2022, the Company issued 106,914 shares of common stock as follows:

i)	24,217<br> shares in July 2022 pursuant to a warrant holder’s exercise of warrants for purchase with a weighted average strike price of<br> $1.33 per share for cash proceeds of $32,188;
ii)	24,447<br> shares in August 2022 pursuant to a warrant holder’s exercise of warrants for purchase with a weighted average strike price<br> of $1.41 per share for cash proceeds of $34,370;
iii)	25,000<br> shares in August 2022 to service providers for consulting services valued at $49,920; and
iv)	33,250<br> shares related to vesting of RSUs.

The

Company has issued shares of common stock to providers of investor relations services which are reported in the Condensed Consolidated Statements of Changes in Stockholders’ Equity. The value of these shares are reported as a prepaid expense and are amortized to expense over the contractual life of the respective consulting agreements. The amortization of stock issued for services as reported in the Condensed Consolidated Statements of Operations and Cash Flows was $44,520 and $105,000 for the three months ended September 30, 2023 and 2022, respectively, and $165,810 and $150,050 for the six months ended September 30, 2023 and 2022, respectively.

Time-BasedRestricted Stock Units

We have granted time-based restricted stock units to certain participants under the 2020 Plan that are stock-settled with common shares. Time-based restricted stock units granted under the 2020 Plan vest over three years. Stock-based compensation expense included in the Condensed Consolidated Statements of Operations for time-based restricted stock units was $223,383 and $182,377 for the three months ended September 30, 2023 and 2022, respectively, and $480,349 and $364,754 for the six months ended September 30, 2023 and 2022, respectively. At September 30, 2023, there was approximately $441,000 of total unrecognized compensation expense related to time-based restricted stock units that is expected to be recognized over a weighted-average period of nine months.

Our time-based restricted stock unit activity for the year ended March 31, 2023 and the six months ended September 30, 2023 was as follows:

SCHEDULE OF TIME BASED RESTRICTED STOCK UNITS

	Units Outstanding			Weighted Average Grant Date Fair Value Per Unit		Aggregate Intrinsic Value (1)
Balance at March 31, 2022		372,668		$	4.07	$	760,243
Granted		60,600			2.89		-
Vested		(177,184	)		3.99		-
Balance at March 31, 2023		256,084			3.85		643,209
Vested		(78,750	)		3.47		-
Balance at September 30, 2023		177,334		$	4.01	$	326,295
(1)	The<br> aggregate intrinsic value of restricted stock units outstanding was based on our closing stock price on the last trading day of the<br> period.
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StockOptions

Stock options issued to employees and directors typically vest over three years (one year for directors) and have a contractual term of seven years. Stock-based compensation expense included in the Condensed Consolidated Statements of Operations for stock options was $278,470 and $102,763 for the three months ended September 30, 2023 and 2022, respectively, and $509,123 and $130,786 for the six months ended September 30, 2023 and 2022, respectively. At September 30, 2023, there was approximately $1,267,000 of total unrecognized stock option expense which is expected to be recognized on a straight-line basis over a weighted-average period of 1.9 years.

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model. Annually, we make predictive assumptions regarding future stock price volatility, dividend yield, expected term, and forfeiture rate. The dividend yield assumption is based on expected annual dividend yield on a grant date. To date, no dividends on common stock have been paid by us. Expected volatility for grants is based on our average historical volatility over a similar period as the expected term assumption used for our options as the expected volatility. The risk-free interest rate is based on yields of U.S. Treasury securities with maturities similar to the expected term of the options for each option group. We use the “simplified method” to determine the expected term of the stock option grants. We utilize this method because we do not have sufficient public company exercise data in which to make a reasonable estimate.

The following table sets forth the estimated fair values of our stock options granted:

SCHEDULE OF ESTIMATED FAIR VALUE ASSUMPTION

	Six Months Ended		Year Ended
	September 30, 2023		March 31, 2023
Expected term		7 years		7 years
Expected volatility		75.9% - 93.2		111.7% - 146.9
Risk-free interest rate		3.46% - 4.48		2.96% – 4.35
Expected dividend yield		0		0
Fair value on the date of grant	$	1.35<br>- 2.22	$	1.87 - 2.79

All values are in US Dollars.

Our stock option activity for the year ended March 31, 2023 and the six months ended September 30, 2023 is as follows:

SCHEDULE OF STOCK OPTION ACTIVITY

	Options Outstanding			Weighted- Average Exercise Price Per Share (1)		Weighted-Average Remaining Contractual Life	Aggregate Intrinsic Value (2)
Balance at March 31, 2022		195,000		$	1.56	6.9 years	$	100,200
Granted		714,849			2.37
Cancelled		(25,000	)		2.46
Balance at March 31, 2023		884,849			2.19	6.3 years		307,750
Granted		469,239			2.22
Balance at September 30, 2023		1,354,088		$	2.20	6.1 years	$	60,450
Options exercisable at September 30, 2023		364,417
(1)	The<br> exercise price of each option granted during the period shown above was equal to the market price of the underlying stock on the<br> date of grant.
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(2)	The<br> aggregate intrinsic value of stock options outstanding was based on our closing stock price on the last trading day of the period.

Stock

options granted for the year ended March 31, 2023 and the six months ended September 30, 2023 were to employees and directors. The fair value of these options on the date of grant was $1,543,087 and $814,430 for the year ended March 31, 2023 and the six months ended September 30, 2023, respectively.

Options

exercisable at September 30, 2023 had exercise prices ranging from $1.39 to $2.79.

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The following summarizes additional information about our stock options:

SCHEDULE OF ADDITIONAL INFORMATION ABOUT STOCK OPTIONS

	Six Months Ended		Year Ended
	September 30, 2023		Mar 31, 2023
Number of:
Non-vested options, beginning of period		709,394		195,000
Non-vested options, end of period		989,671		709,394
Vested options, end of period		364,417		175,455
	Six Months Ended		Year Ended
---	---	---	---	---
	September 30, 2023		Mar 31, 2023
Weighted-average grant date fair value of:
Non-vested options, beginning of period	$	2.23	$	1.56
Non-vested options, end of period	$	2.18	$	2.23
Vested options, end of period	$	2.26	$	2.01
Forfeited options, during the period	$	-	$	-

Warrants

During

the six months ended September 30, 2023 the Company issued warrants to purchase an aggregate of 1,965,002 shares of common stock as follows:

i)	1,200,002<br> warrants in August 2023 in connection with the sale of stock in the Registered Offering valued at $1,273,365;
ii)	385,000<br> warrants in August 2023 in connection with the conversion of convertible debentures to common stock valued at $463,476;
iii)	300,000<br> warrants in August 2023 to service providers valued at $234,741; and
iv)	80,000<br> warrants in August 2023 to service providers valued at $87,485.

These warrants’ values were arrived at by using the Black-Scholes valuation model with the following assumptions:

SCHEDULE OF

WARRANT’S USING BLACK-SCHOLES VALUATION

	Six Months Ended
	September 30, 2023
Stock price on valuation date	$	2.00 - 2.15
Exercise price	$	2.00 -2.75
Term (years)		2.0<br>– 3.0
Volatility		78.0% - 80.1
Risk-free rate		4.41%<br>- 4.64

All values are in US Dollars.

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A summary of warrant activity for the year ended March 31, 2023 and the six months ended September 30, 2023 is as follows:

SCHEDULE OF WARRANT ACTIVITY

	Number of<br> Warrants			Weighted-<br> Average<br> Exercise<br> Price			Warrants<br> Exercisable		Weighted-<br> Average<br> Exercisable<br> Price
Outstanding, March 31, 2022		3,757,484		$	4.95			3,693,734	$	5.00
Exercised for cash		(48,664	)		(1.36	)
Granted and issued		-			-
Cashless warrant exercises		-			-
Expired		(146,003	)		(3.70	)
Outstanding, March 31, 2023		3,562,817			5.05			3,540,317		5.07
Granted and issued		1,965,002			2.13
Cashless warrant exercises		(63,584	)		(1.34	)
Expired		(16,750	)		(4.18	)
Outstanding, September 30, 2023		5,447,485		$	4.04			3,673,315	$	5.00

On September 30, 2023, the range of warrant prices for shares under warrants and the weighted-average remaining contractual life is as follows:

SCHEDULE OF RANGE OF WARRANT PRICES

						Warrants Exercisable
Range of Warrant Exercise Price		Weighted-<br> <br>Average Exercise<br> <br>Price		Weighted-<br> <br>Average<br> <br>Remaining<br> <br>Contractual Life<br> <br>(Years)		Number of<br> <br>Warrants		Weighted-<br> <br>Average<br> <br>Exercise<br> <br>Price
1.20-2.00	1,868,491	$	1.90		2.91		283,489	$	1.35
2.01-4.00	535,438		2.54		1.73		346,270		2.46
4.01-5.63	3,043,556		5.63		2.86		3,043,556		5.63
Total	5,447,485	$	4.04		2.77		3,673,315	$	5.00

All values are in US Dollars.

Stock-based

compensation expense included in the Consolidated Statements of Operations for warrants was $146,170 and $20,831 for the three months ended September 30, 2023 and 2022, respectively, and $146,170 and $41,662 for the six months ended September 30, 2023 and 2022, respectively.

It

is expected that the Company will recognize expense after September 30, 2023 related to warrants issued, outstanding, and valued using the Black Scholes pricing model as of September 30, 2023 of approximately $176,000 over the next nine months.

For

the three months ended September 30, 2023 and 2022, the total stock-based compensation on all instruments was $648,023 and $305,971, respectively. For the six months ended September 30, 2023 and 2022, the total stock-based compensation on all instruments was $1,135,642 and $537,202, respectively.

NOTE

12 – SUBSEQUENT EVENTS

The

Company raised an aggregate of $1,070,000 in October and on November 6, 2023 from the sale of 725,000 shares pursuant to its ATM Sales Agreement with ThinkEquity LLC and in a private offering.

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ITEM

2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

PetVivo Holdings, Inc. (the “Company,” “PetVivo,” “we” or “us) is an emerging biomedical device company focused on the manufacturing, commercialization, and licensing of innovative medical devices and therapeutics for animals. The Company has a pipeline of products for the treatment of animals. A portfolio of twenty patents protects the Company’s biomaterials, products, production processes, and methods of use. The Company began commercialization of its lead product Spryng™ with OsteoCushion™ Technology, a veterinarian-administered, intraarticular injection for the management of lameness and other joint afflictions such as osteoarthritis in dogs and horses, in the second quarter of its fiscal year ended March 31, 2022.

The Company was incorporated in March 2009 under Nevada law under a different name. The Company operates as one segment from its corporate headquarters in Edina, Minnesota.

CURRENT

BUSINESS OPERATIONS

The Company is primarily engaged in the business of commercializing and licensing products in the veterinary market to treat and/or manage afflictions of companion animals such as cats, dogs and horses. Most of our technology was developed for human biomedical applications, and we intend to leverage the investments already expended in their development to commercialize treatments for horses and companion animals in a capital and time-efficient way.

The Company’s initial product, Spryng™, and its pipeline products are derived from proprietary biomaterials that simulate a body’s cellular tissue by virtue of their reliance upon natural protein and carbohydrate compositions which incorporate such “tissue building blocks” as collagen, elastin, and proteoglycans such as heparin. Since these are naturally-occurring in the body, we believe they have an enhanced biocompatibility with living tissues compared to synthetic biomaterials such as those based upon alpha-hydroxy polymers (e.g. PLA, PLGA, and the like), polyacrylamides, and other “natural” biomaterials that may lack the multiple building-block proteins incorporated into our biomaterials. These proprietary protein-based biomaterials are similar to the body’s tissue thus allowing integration and tissue repair in long-term implantation in certain applications.

Spryng™, is a veterinary medical device designed to integrate with the synovial fluid before adsorbing onto the synovial membrane and subsequently being integrated into the subsynovial tissue. Such action assists in the management of lameness and other joint related afflictions, such as osteoarthritis, in horses and companion animals. Spryng™ is an intra-articular injectable product of biocompatible and insoluble particles that are slippery, wet-permeable, durable, and resilient to enhance the force cushioning function of the synovial fluid and promote restoration of proper joint mechanics. The particles mimic natural cartilage in composition, structure, and hydration. Multiple joints can be treated simultaneously. Our particles are comprised of collagen, elastin, and heparin, similar components found in natural cartilage. These particles show an effectiveness in promoting restoration of proper joint mechanics by incorporating with the joint’s synovial fluid and ultimately adsorbing onto the synovial lining wherein they integrate with the subsynovial tissue.

Osteoarthritis, a common inflammatory joint disease in both dogs and horses, is a chronic, progressive, degenerative joint disease that is caused by a loss of synovial fluid and/or the deterioration of joint cartilage. Osteoarthritis affects approximately 21 million dogs and 1 million horses in the $11 billion companion animal veterinary care and product sales market.

Despite the market size, veterinary clinics and hospitals have very few treatments and/or drugs for use in treating osteoarthritis in dogs, horses, and other pets. As there is no cure for osteoarthritis, current solutions treat symptoms, but do not manage the cause. The current treatment for osteoarthritis in dogs generally consists of the use of nonsteroidal anti-inflammatory drugs (or “NSAIDs”) which are approved to alleviate pain and inflammation but present the potential for side effects relating to gastrointestinal, kidney, and liver damage and do not halt or slow joint degeneration. The Company offers an alternative to traditional treatments that only address the symptoms of the affliction. Spryng™ with OsteoCushion™ technology addresses the affliction, loss of synovial fluid, and/or the deterioration of joint cartilage, rather than treating just the symptoms and, to the best of our knowledge, has elicited minimal adverse side effects in dogs and horses. Spryng™ administered dogs and horses have shown an increase in activity even after they no longer are receiving pain medication or other treatments. Other treatments for osteoarthritis include steroid and/or hyaluronic acid injections, which are used for treating pain, inflammation and/or joint lubrication, but can be slow acting and/or short lasting.

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We believe Spryng™ is an optimal solution to safely improve joint function in animals for several reasons:

●	Spryng™<br> addresses the underlying problems which relate to deterioration of cartilage causing bones to contact each other and a lack of synovial<br> fluid. Spryng™ provides biocompatible lubricious, viscosolid microparticles to the joint, which adsorbs onto the synovial membrane<br> and subsequently integrates into the subsynovial tissue to promote restoration of proper joint mechanics.
●	Spryng™<br> is easily administered with the standard intra-articular injection technique. Multiple joints can be treated simultaneously.
●	Case<br> studies indicate many dogs and horses have long-lasting multi-month improvement in lameness after having been treated with Spryng™.
●	After<br> receiving a Spryng™ injection, many canines are able to discontinue the use of NSAID’s, eliminating the risk of negative<br> side effects.
●	Spryng™<br> is an effective and economical solution for treating osteoarthritis. A single syringe of Spryng™ is approximately $600 to $900<br> and typically lasts for at least 12 months when injected into a joint.

Historically, drug sales represent up to 30% of revenues at a typical veterinary practice (Veterinary Practice News). Revenues and margins at veterinary practices are being eroded because online, big-box, and traditional pharmacies have recently started filling veterinary prescriptions. Veterinary practices are looking for ways to replace lost prescription revenues with safe and effective products. Spryng™ is a veterinarian-administered medical device that should expand practice revenues and margins. We believe that the increased revenues and margins provided by Spryng™ will accelerate its adoption rate and propel it forward as the standard of care for canine and equine lameness related to or due to synovial joint issues.

We commenced sales of Spryng™ in the second quarter of fiscal 2022 and plan to increase our commercialization efforts of Spryng™ in the United States through our distribution relationship with MWI Veterinary Supply Co. (“Distributor” or “MWI”) and the use of sales reps, clinical studies, and market awareness to educate and inform key opinion leaders on the benefits of Spryng^TM^.

We entered into a Distribution Services Agreement (“Distribution Agreement”) with MWI on June 17, 2022. Pursuant to the Agreement, we appointed MWI to distribute, advertise, promote, market, supply, and sell the Company’s lead product, Spryng^TM^ on an exclusive basis for two (2) years within the United States (the “Territory”), transitioning to a non-exclusive basis thereafter; provided however that the Company shall extend the exclusivity for an additional one (1) year if MWI achieves certain performance targets agreed upon by the parties. The Company can continue to sell Spryng™ within the Territory to established accounts, which include: (a) customers who have purchased Spryng^TM^ from the Company prior to the date of the Agreement, (b) customers who require that they deal directly with the Company, (c) governmental agencies, and (d) customers that order via the internet who are not directly solicited by MWI to purchase Spryng™. All customers must be licensed veterinary practices.

Spryng™ is classified as a veterinary medical device under the United States Food and Drug Administration (“FDA”) rules and pre-market approval is not required by the FDA. The Company completed a safety and efficacy study in rabbits in 2007 and tolerance studies in dogs and cats in 2023. Since 2007, more than 3,000 horses, dogs and cats have been treated with Spryng™. We entered into a clinical trial services agreement with Colorado State University on November 5, 2020. We expect this university clinical study to be completed in March 2024. Additionally, the Company began two canine clinical studies with Ethos Veterinary Health, the first beginning in May of 2022 with completion in October 2023, and the second beginning in June of 2023 with an expected completion in October 2024. We anticipate these and other studies that we plan to initiate will be primarily used to expand our distribution outlets since the large international and national distributors generally require a third-party university study and other third-party studies prior to including a product in their catalog of products.

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We manufacture our products in an ISO 7 certified clean room manufacturing facility in Minneapolis using our patented and scalable self-assembly production process, which minimizes the infrastructure requirements and manufacturing risks to deliver a consistent, high-quality product while being responsive to volume requirements. A second ISO cleanroom facility is expected to be operational later this year. We believe that having two manufacturing facilities will help us minimize supply risks, allow for continued scaling of our production capacity, and expand our research and development facilities.

We also have a pipeline of therapeutic devices for both veterinary and human clinical applications. Some such devices may be regulated by the FDA or other equivalent regulatory agencies, including but not limited to the Center for Veterinary Medicine (“CVM”). We anticipate growing our product pipeline through the acquisition or in-licensing of additional proprietary products from human medical device companies specifically for use in pets. In addition to commercializing our own products in strategic market sectors and in view of the Company’s vast proprietary product pipeline, the Company may establish strategic out-licensing partnerships to provide secondary revenues.

RESULTS

OF OPERATIONS

The following discussion should be read in conjunction with our 2023 10-K Report and the condensed consolidated financial statements and related notes in Item 1, Financial Statements appearing elsewhere in this Quarterly Report on Form 10-Q (“10-Q Report”). The following discussion may contain forward-looking statements, and our actual results may differ materially from the results suggested by these forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed in Part I, Item 1A of our 2023 10-K Report under the heading “Risk Factors,” as updated and supplemented by risks described in other SEC filings. The Company assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law.

We are a smaller reporting company and have incurred substantial losses in connection with our operations. We will need substantial capital to pursue our current plans to commercialize our initial product, Spryng™.

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RESULTS

OF OPERATIONS

****	For the Three Months Ended September 30,					****	For the Six Months Ended September 30,					****
****	2023		****	2022		****	2023		****	2022		****
Revenues	$	207,366		$	223,280		$	324,549		$	281,454
Cost of Sales		140,913			148,159			223,182			201,179
Operating Expenses		3,010,796			2,194,689			5,939,287			4,165,936
Other (Expense) Income		(716,810	)		7,979			(716,810	)		8,644
Net Loss	$	(3,661,153	)	$	(2,111,589	)	$	(6,554,730	)	$	(4,077,017	)
Net loss per share - basic and diluted	$	(0.28	)	$	(0.21	)	$	(0.53	)	$	(0.41	)

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ForThe Three Months Ended September 30, 2023 Compared to The Three Months Ended September 30, 2022

TotalRevenues. Revenues were $207,366 and $223,280 for three months ended September 30, 2023 and 2022, respectively. Revenues in the three months ended September 30, 2023 consist of sales of our Spryng™ product to our Distributor of $143,606 and to veterinary clinics in the amount of $63,760. In the three months ended September 30, 2022, our revenues of $223,280 consisted of sales of our Spryng™ product to our Distributor of $118,264 and to veterinary clinics in the amount of $105,016 of sales to veterinary clinics.

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Costof Sales. Cost of sales were $140,913 and $148,149 for the three months ended September 30, 2023 and 2022, respectively. Cost of sales includes product costs related to the sale of our Spryng™ products and labor and overhead costs.

OperatingExpenses. Operating expenses were $3,010,796 and $2,194,689 for the three months ended September 30, 2023 and 2022, respectively. The increase is primarily due to increased general and administrative expenses and sales and marketing expenses related to the sale of our Spryng™ product.

General and administrative expenses were $1,691,790 and $1,186,320 for the three months ended September 30, 2023 and 2022, respectively. General and administrative expenses include compensation and benefits, contracted services, legal and consulting fees, stock issued for services and stock compensation expenses.

Sales and marketing expenses were $1,078,725 and $867,985 for the three months ended September 30, 2023 and 2022, respectively. Sales and marketing expenses include compensation, consulting, tradeshows, and stock compensation costs to support the launch of our Spryng™ product.

Research and development expenses were $240,281 and $140,384 for the three months ended September 30, 2023 and 2022, respectively. The increase was related to clinical studies and compensation.

OperatingLoss. As a result of the foregoing, our operating loss was $2,944,343 and $2,119,568 for the three months ended September 30, 2023 and 2022, respectively. The increase was related to the costs to support the launch of Spryng™.

Other(Expense) Income. Other expense was $716,810 for the three months ended September 30, 2023 as compared to other income of $7,979 for the three months ended September 30, 2022. Other expense in 2023 consisted of a loss on extinguishment of debt of $534,366, the settlement payment to David Masters and interest expense. Other income in 2022 consisted of net interest income.

NetLoss. Our net loss for the three months ended September 30, 2023 was $3,661,153 or ($0.28) per share as compared to a net loss of $2,111,589 or ($0.21) per share for the three months ended September 30, 2022. The increase was related to the costs to support the launch of Spryng™, stock compensation expense and loss on extinguishment of debt. The weighted average number of shares outstanding was 12,987,641 compared to 10,053,463 for the three months ended September 30, 2023 and 2022, respectively.

ForThe Six Months Ended September 30, 2023 Compared to The Six Months Ended September 30, 2022

Revenues. Revenues were $324,549 for six the months ended September 30, 2023 compared to revenues of $281,454 in the six months ended September 30, 2022. Revenues in the six months ended September 30, 2023 consisted of sales of our Spryng™ product to our Distributor of $177,395 and to veterinary clinics in the amount of $147,154. In the six months ended September 30, 2022, our revenues of $281,454 consisted of sales of our Spryng™ product to our Distributor of $118,264 and to veterinary clinics in the amount of $163,190 of sales to veterinary clinics.

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Costof Sales. Cost of sales was $223,183 and $201,179 for the six months ended September 30, 2023 and 2022, respectively. Cost of sales includes product costs related to the sale of products and labor and overhead costs.

OperatingExpenses. Operating expenses were $5,939,287 and $4,165,936 for the six months ended September 30, 2023 and 2022, respectively. Operating expenses consisted of general and administrative, sales and marketing, and research and development expenses.

General and administrative expenses were $3,454,588 and $2,429,342 for the six months ended September 30, 2023 and 2022, respectively. G&A expenses include compensation and benefits, contracted services, consulting fees, stock compensation and incremental public company costs. The increase in G&A expenses was related to compensation and benefits, legal and consulting fees, stock issued for services and stock compensation.

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Sales and marketing expenses were $2,020,611 and $1,524,554 for the six months ended September 30, 2023 and 2022, respectively. Sales and marketing expenses include compensation, consulting, tradeshows, and stock compensation costs to support the launch of our Spryng™ product. The increase in sales and marketing expenses was due to the launch and commercialization of Spryng™.

Research and development expenses were $464,088 and $212,040 for the six months ended September 30, 2023 and 2022, respectively. The increase in R&D expenses was costs related to clinical studies and compensation.

OperatingLoss. As a result of the foregoing, our operating loss was $5,837,920 and $4,085,661 for the six months ended September 30, 2023 and 2022, respectively. The increase in our operating loss, was related to the costs to support the launch of Spryng™, stock issued for services and stock compensation.

Other(Expense) Income. Other expense was $716,810 for the six months ended September 30, 2023 as compared to other income of $8,644 for the six months ended September 30, 2022, respectively. Other expense in 2023 consisted of a loss on extinguishment of debt of $534,366, the settlement to David Masters and interest expense. Other income in 2022 consisted of interest income.

NetLoss. Our net loss for the six months ended September 30, 2023 was $6,554,730 or ($0.53) per share as compared to a net loss of $4,077,017 or ($0.41) per share for the six months ended September 30, 2022. The weighted average number of shares outstanding was 12,325,973 compared to 10,021,090 for the six months ended September 30, 2023 and 2022, respectively.

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LIQUIDITY

AND CAPITAL RESOURCES

As of September 30, 2023, our current assets were $2,015,826, including $55,254 in cash and cash equivalents. In comparison, our current liabilities as of that date were $1,915,309 including $1,730,397 of accounts payable and accrued expenses. Our working capital as of September 30, 2023 was $100,517.

The Company has continued to realize losses from operations. As a result of the proceeds of $1,070,000 from the sale of common stock [pursuant to our ATM Sales Agreement and from a private offering, we believe we will have sufficient cash to meet our anticipated operating costs and capital expenditure requirements for at least the next two months. We will need to raise additional capital in the future to support our efforts to commercialize Spryng™ and our ongoing operations. We expect to continue to raise additional capital through the sale of our securities from time to time for the foreseeable future to fund our business expansion. Our ability to obtain such additional capital will likely be subject to various factors, including our overall business performance and market conditions. There can be no guarantee that the Company will be successful in its ability to raise additional capital to fund its business plan.

NetCash Used in Operating Activities – We used $4,604,962 of net cash in operating activities for the six months ended September 30, 2023. This cash used in operating activities was primarily attributable to our net loss of $6,554,730, partially offset by stock-based compensation expense of $1,020,047, loss on extinguishment of debt of $534,366, consulting services paid in stock of $237,516 and stock issued for investor relations services of $165,810.

NetCash Used in Investing Activities – We used $93,618 of net cash in investing activities for the six months ended September 30, 2023, consisting of costs capitalized for manufacturing and computer equipment.

NetCash Provided by Financing Activities – We provided net cash in financing activities of $4,278,520 for the six months ended September 30, 2023, consisting of $3,731,876 from the sale of common stock and warrants and $550,000 from the sale of convertible debentures partially offset by $3,356 in repayments of note payable.

Inventory

Inventories are stated at cost, subject to the lower of cost or net realizable value. Cost includes materials, labor, and manufacturing overhead related to the purchase and production of inventories. Net realizable value is the estimated selling price less estimated costs of completion, disposal, and transportation. We regularly review inventory quantities on hand through an inventory count.

At September 30, 2023, the Company’s inventory had a carrying value of $434,080 which consisted of $17,428 of finished goods, $34,093 of work in process, and $382,559 in raw materials.

At March 31, 2023, the Company’s inventory had a carrying value of $370,283 which consisted of $13,159 of finished goods, $53,398 of work in process, and $303,726 in raw materials.

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MATERIAL

COMMITMENTS

NotePayable

As of September 30, 2023, we are obligated to pay a note and accrued interest to a creditor in the amount of $23,995.

OFF-BALANCE

SHEET ARRANGEMENTS

As of September 30, 2023, and as of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

GOING

CONCERN

The report of independent registered public accounting firm accompanying our March 31, 2023 financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared assuming that we will continue as a going concern, which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business. Our working capital at September 30, 2023 was $100,517.

We have continued to realize losses from operations. We will need to raise additional capital in the future to support our efforts to commercialize Spryng™ and our ongoing operations. We expect to continue to raise additional capital through the sale of our securities from time to time for the foreseeable future to fund our business expansion. Our ability to obtain such additional capital will likely be subject to various factors, including our overall business performance and market conditions. There can be no guarantee that the Company will be successful in its ability to raise additional capital to fund its business plan.

CRITICAL

ACCOUNTING POLICIES

We prepare our consolidated financial statements in accordance with generally accepted accounting standards in the United States of America. Our significant accounting policies are described in Note 1 to our consolidated financial statements attached hereto.

RECENTLY

ISSUED ACCOUNTING STANDARDS

The Company has reviewed the FASB issued ASU accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and do not believe that any new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of the Company’s financial management.

In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging

• Contracts in Entity’s Own Equity (Subtopic 815-40) - Accounting for Convertible Instruments and Contracts on an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the exceptions. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. The Company is currently evaluating the impact of the adoption of the standard on the consolidated financial statements.

All other newly issued but not yet effective accounting pronouncements have been deemed either immaterial or not applicable.

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ITEM

3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

Not required

ITEM

4. CONTROLS AND PROCEDURES

DISCLOSURE

CONTROLS AND PROCEDURES

Evaluationof disclosure controls and procedures.

We maintain controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosures.

Based upon their evaluation of those controls and procedures performed as of the end of the period covered by this report, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective.

Changesin internal control over financial reporting.

There were no significant changes in our internal control over financial reporting in the second quarter of our fiscal year ending March 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART

II. OTHER INFORMATION

ITEM

1. LEGAL PROCEEDINGS

From time to time, we may become involved in legal proceedings arising in the ordinary course of our business, the resolution of which we do not anticipate would have, individually or in the aggregate, a material adverse effect on our business, financial condition, or results of operations.

Refer to Note 9. Commitments and Contingencies, in the Notes to Consolidated Financial Statements set forth in Part I, Item 1 Financial Statements of this Quarterly Report, for further information regarding legal contingencies.

ITEM

1A. RISK FACTORS

Thefollowing information updates, and should be read in conjunction with, the risk factors discussed in Part I, Item 1A, “Risk Factors”in our Annual Report on Form 10-K for the year ended March 31, 2023 ( “10-K”) which we filed with the Securities and ExchangeCommission on June 29, 2023. Any of the risk factors contained in this Quarterly Report on Form 10-Q and the 10-K could materially affectour business, financial condition or future results, and such risk factors may not be the only risks we face. Additional risks and uncertaintiesnot currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial conditionor future results. We do not undertake to update any of the “forward-looking” statementsor to announce the results of any revisions to these “forward-looking” statements except as required by

TheCompany’s failure to meet the continued listing requirements of The Nasdaq Capital Market could result in a delisting of its securities.

---

Our common stock and warrants are currently listed for trading on Nasdaq. On February 17, 2023, we received Notice from Nasdaq stating that the Company no longer complies with the minimum stockholders’ equity requirement (“Stockholders’ Equity Rule”) under Nasdaq Listing Rule 5550(b)(1) for continued listing. On August 15, 2023, the Company filed a Form 8-K with the SEC to report that, as a result of certain sales of Company securities, it had regained compliance with the Stockholders’ Equity Rule. Pursuant to Nasdaq Listing Rules, the Company must evidence compliance with the Stockholders’ Equity Rule upon the filing of this Quarterly Report on Form 10-Q for the period ended September 30, 2023. The Company does not meet the requirement of having $2.5 million in stockholders’ equity as of September 30, 2023 and it may receive a delisting notice from Nasdaq. If Nasdaq takes steps to de-list the Company’s common stock, it would likely have a negative effect on the price of the Company’s common stock and may impair a stockholder’s ability to sell or purchase shares of our common stock. In addition, delisting could impair our ability to raise additional capital.

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ITEM

2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On the first day of July, August, and September 2023, the Company issued 16,666 shares of its restricted common stock (for an aggregate of 49,998 shares) to the consultant for services rendered in these months to the Company, which shares were valued at $35,332, $32,332, and $31,999, respectively. The Company entered into a services agreement with a consultant for a 12-month period on January 1, 2023.

On the first day of July and August 2023, the Company issued 10,100 shares of its restricted common stock, for an aggregate of 20,200 shares, to its CEO in lieu of compensation for the two months valued at $41,006.

In July and September 2023, the Company granted options to purchase an aggregate of 95,000 shares of its common stock under the PetVivo Holdings, Inc. Amended and Restated 2020 Equity Plan (“Amended Plan”) to three employees. The exercise price of these options was the closing price of the Company’s common stock on the date of the grant, which ranged from $1.82 per share to $2.00 per share. The Employee options vest over a period of three years, with the first tranche vesting on the anniversary of the grant date. The employee options expire on the earlier of the date on which the employee’s service with the Company is terminated or seven years after the grant date.

In July, August and September 2023, the Company issued 299,500 shares of common stock to service providers for consulting services valued at $641,315.

In August 2023, the Company issued 22,000 shares of common stock upon the vesting of restricted stock units issued to three employees.

In August 2023, the Company issued 12,212 shares of common stock pursuant to a warrant holder’s cashless exercise of a warrant to purchase 22,500 shares of common stock at a strike price of $1.33 per share.

In September 2023, the Company issued 22,466 shares of common stock pursuant to a warrant holder’s cashless exercise of warrants to purchase 41,084 shares of common stock at a weighted average strike price of $1.35 per share.

All of the transactions described above were exempt from registration in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving a public offering. The consultants in these transactions represented their intention to acquire these securities for investment only and not with a view to offer or sell, in connection with any distribution of the securities, and appropriate legends were affixed to the share certificates and instruments issued in such transactions.

ITEM

3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM

4. MINE SAFETY DISCLOSURES

Not required.

ITEM

5. OTHER INFORMATION

None

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ITEM

6. EXHIBITS

The following exhibits are filed as part of this Quarterly Report.

Exhibit No.	Description
10.1	ATM Sales Agreement dated August 23, 2023 by and between PetVivo Holdings, Inc. and ThinkEquity, LLC (incorporated by reference to Exhibit 10.1 in the Company’s Current Report on Form 8-K filed with the SEC on August 24, 2023).
10.2	Confidential Settlement and Mutual Release Agreement entered into on September 8, 2023 between PetVivo Holdings, Inc. and David Masters (incorporated by reference to Exhibit 10.1 in the Company’s Current Report on Form 8-K filed with the SEC on September 13, 2023).
31.1**	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2**	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2022.
32.1**	Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS**	Inline XBRL Instance Document
---	---
101.SCH**	Inline XBRL Taxonomy Extension Schema
101.CAL**	Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF**	Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB**	Inline XBRL Taxonomy Extension Label Linkbase
101.PRE**	Inline XBRL Taxonomy Extension Presentation Linkbase
104**	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

** Filed herewith

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PETVIVO

HOLDINGS, INC.

SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

November<br> 14, 2023	By:	/s/ John Lai
		John<br> Lai
	Its:	CEO,<br> President, and Director
		(Principal<br> Executive Officer)
November<br> 14, 2023	By:	/s/ Robert J. Folkes
		Robert<br> J. Folkes
	Its:	Chief<br> Financial Officer
		(Principal<br> Financial and Accounting Officer)

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EXHIBIT 31.1

Certification of Principal Executive Officer

Required By Rule 13a-14(A) of the Securities ExchangeAct of 1934, As Amended,

As Adopted Pursuant To Section 302 of the Sarbanes-OxleyAct of 2002

I, John Lai, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of PetVivo Holdings, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
---	---
(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
---	---
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 14, 2023	By:	/s/ John Lai
---	---	---
		John Lai
		CEO, President, and Director
		(Principal Executive Officer)

EXHIBIT 31.2

Certification of Principal Financial Officer

Required By Rule 13a-14(A) of the Securities ExchangeAct of 1934, As Amended,

As Adopted Pursuant To Section 302 of the Sarbanes-OxleyAct of 2002

I, Robert J. Folkes, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of PetVivo Holdings, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
---	---
(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
---	---
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 14, 2023	By:	/s/ Robert J. Folkes
---	---	---
		Robert J. Folkes
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

EXHIBIT 32.1

Certification of Principal Executive Officer

Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuantto

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of PetVivo Holdings, Inc., a Nevada corporation (the “Company”), on Form 10-Q for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), John Lai, Principal Executive Officer of the Company, certifies to the best of his knowledge, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Date: November 14, 2023	By:	/s/ John Lai
		John Lai
		CEO, President and Director
		(Principal Executive Officer)

---

EXHIBIT 32.2

Certification of Principal Financial Officer

Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuantto

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of PetVivo Holdings, Inc., a Nevada corporation (the “Company”), on Form 10-Q for the quarter ended September 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Robert J. Folkes, Principal Financial Officer of the Company, certifies to the best of his knowledge, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Date: November 14, 2023	By:	/s/ Robert J. Folkes
		Robert J. Folkes
		Chief Financial Officer
		(Principal Financial and Accounting Officer)