8-K

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

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

February 17, 2023

Date

of Report (Date of earliest event reported)

PETVIVO

HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada	001-40715	99-0363559
(State<br> or other jurisdiction<br><br> <br>of<br> incorporation)	(Commission<br><br> <br>File<br> Number)	(IRS<br> Employer<br><br> <br>Identification<br> No.)
5251 Edina Industrial Blvd.<br><br> <br>Edina, Minnesota	55349
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(Address<br> of principal executive offices)	(Zip<br> Code)

(952)405-6216

Registrant’s

telephone number, including area code

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

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common<br> Stock	PETV	The<br> Nasdaq Stock Market LLC
Warrants	PETVW	The<br> Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On February 17, 2023, PetVivo Holdings, Inc. (the “Company”) received written notice (“Notice”) from the Nasdaq Stock Market (“Nasdaq”) stating that the Company no longer complies with the minimum stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1) for continued listing on The Nasdaq Capital Market because the Company’s stockholders’ equity, as reported in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2022, has fallen below $2.5 million. The Notice also indicates that the Company does not meet the alternative compliance standards relating to the market value of listed securities or net income from continuing operations.

Under applicable Nasdaq rules, the Company has 45 calendar days from the date of the Notice, or until April 3, 2023, to submit a plan to regain compliance. The Company intends to timely submit such a plan to Nasdaq on or before April 3, 2023. If the Company’s plan is accepted, Nasdaq may grant the Company an extension of up to 180 calendar days from the date of the Notice to evidence compliance.

The Notice has no immediate impact on the continued listing of the Company’s common stock or warrants, which will continue to trade on The Nasdaq Capital Market under the symbols “PETV” and “PETVW”, respectively.

Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.

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On February 24, 2023, the Company entered into the second amendment (“Amendment”) to the employment agreement dated November 10, 2021, as amended on November 1, 2022 (collectively, the “Employment Agreement”) between the Company and John Lai, its Chief Executive Officer. On that day, Mr. Lai informed the Compensation Committee that he would be willing to receive shares (“Shares”) of the Company’s common stock in lieu of his cash salary payments for the six month period beginning on March 1, 2023 and ending on August 31, 2023 (the “Interim Period”). The Compensation Committee approved Mr. Lai’s request and determined that the Company should issue 60,600 Shares (the “Total Interim Shares”) to Mr. Lai for his service during the Interim Period as a restricted stock award unit agreement (“RSU Award Agreement”) under the Company’s Amended and Restated 2020 Equity Plan (the “2020 Plan”). The Compensation Committee calculated the number of Total Interim Shares by taking (A) Mr. Lai’s salary during the Interim Period ($175,000) divided by (B) the volume weighted average closing price of the Company’s common stock during the 10 day period preceding February 22, 2023 ($2.8878), rounded up to the nearest whole share.

The Compensation Committee approved the vesting of 10,100 of the RSU’s on March 1, 2023, with an additional 10,100 of the RSU’s vesting on the first day of each month thereafter such that all of the RSU’s would be fully vested on August 1, 2023, subject to Mr. Lai’s continued employment with the Company through each applicable vesting date. Additional terms of the RSU Award Agreement are set forth in the 2020 Plan.

The foregoing description of the Amendment to the Employment Agreements and the RSU Award Agreement do not purport to be complete and are qualified in their entirety by reference to the complete texts, filed herewith as Exhibit 10.1 and 10.2, respectively, which are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits
10.1	Second Amendment to the Employment Agreement dated February 24, 2023 by and between PetVivo Holdings, Inc. and John Lai
10.2	Restricted Stock Unit Award Agreement dated February 24, 2023 by and between PetVivo Holdings, Inc. and John Lai
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PETVIVO HOLDINGS, INC.
Date:<br> February 24, 2023	By:	/s/ John Lai
		John<br> Lai, Chief Executive Officer

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Exhibit10.1

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SECONDAMENDMENT TO

EXECUTIVEEMPLOYMENT AGREEMENT

THIS SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”) is effective as of February 24, 2023, by and between PetVivo Holdings, Inc., a Nevada corporation (the “Company”) and John Lai (the “Executive” and together with the Company, each a “Party,” and collectively the “Parties.”)

RECITALS

WHEREAS, the Parties entered into an Executive Employment Agreement dated as of November 10, 2021, which was amended effective as of November 1, 2022 (as the same now exists or may hereafter be amended, modified, supplemented, renewed, restated, or replaced, the “Employment Agreement”).

WHEREAS, the Company and the Executive have mutually agreed to amend the Employment Agreement to provide that the Executive will receive his salary with shares of the Company’s common stock (“Shares”), in lieu of cash, for the period beginning on March 1, 2023 through August 31, 2023 (“Interim Period”), pursuant to the terms contained in the Restricted Stock Unit Agreement (“RSU Award Agreement”) granted to the Executive effective as of February 24, 2022.

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WHEREAS, the Parties desire to modify the Employment Agreement to reflect the foregoing as set forth herein.

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NOW,THEREFORE, in consideration of the premises, the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

AGREEMENT

1. Definitions. Capitalized terms used herein and not defined herein shall have the meaning ascribed to such term as set forth in the Employment Agreement, and all references to Sections, shall mean the Sections of the Employment Agreement unless reference is made to another document.

2. Amendment to Employment Agreement. Section 3.1 of the Employment Agreement is hereby amended to provide that during the Interim Period, the Executive’s compensation will be paid with shares of the Company’s stock (in lieu of cash), pursuant to the terms contained in the RSU Award Agreement. After the Interim Period has ended, the Executive will receive salary payments from the Company pursuant to Section 3.1 of the Employment Agreement.

3. Full Force and Effect. Except as specifically amended, modified, or supplemented by this Amendment, the Employment Agreement, as amended, shall remain unchanged and in full force and effect.

4. Governing Law. The Parties expressly agree that (a) this Amendment shall be governed by, and construed in accordance with, the laws of the State of Minnesota, without giving effect to any conflict-of-law principles and (b) Section 8.2 of the Employment Agreement shall apply to any dispute hereunder.

5. Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature) or other commonly recognized transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[Signature Page Follows]

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INWITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

EXECUTIVE:
By:	/s/ John Lai
	John<br> Lai
PETVIVO HOLDINGS, INC.
By:	/s/ Robert J. Folkes
	Robert<br> J. Folkes, Chief Financial Officer

[Signature Page to First Amendment to Employment Agreement]

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Exhibit10.2

Participant Name:	John Lai
Number of Restricted Stock Units subject to Award:	60,600
Grant Date:	February 24, 2023

PETVIVOHOLDINGS, INC.

RestrictedStock Unit Award Agreement

This agreement (this “Agreement”) evidences an award (the “Award”) of restricted stock units granted by PetVivo Holdings, Inc. (the “Company”) to John Lai (the “Participant”), pursuant to and subject to the terms of its Amended and Restated 2020 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.

1. Grant of Restricted Stock Unit Award. The Company grants to the Participant on the date set forth above (the “Dateof Grant”) the number of restricted stock units (the “Restricted Stock Units”) set forth above giving the Participant the conditional right to receive, without payment and pursuant to and subject to the terms and conditions set forth in this Agreement and in the Plan, one share of Common Stock (a “Share”) with respect to each Restricted Stock Unit forming part of the Award, subject to adjustment pursuant to Section 4.4 of the Plan in respect of transactions occurring after the date hereof. These Restricted Stock Units are being granted to the Participant pursuant to his employment agreement with the Company, dated November 10, 2021, as amended on November 1, 2022 and February 24, 2023 (“Amended Employment Agreement”)

2. Vesting. The Restricted Stock Units granted hereby shall vest according to the following schedule:

Date:	Number<br> of Vested Units
March<br>1, 2023	10,100
April<br> 1, 2023	10,100
May<br> 1, 2023	10,100
June<br> 1, 2023	10,100
July<br> 1, 2023	10,100
August<br> 1, 2023	10,100

In order to be vested in Restricted Stock Units in accordance with the schedule, Participant must have been continuously serving as an Employee from the Grant Date until each applicable vesting date.

3. Delivery of Shares. Subject to Section 4 below, the Company shall, as soon as practicable upon the vesting of any portion of the Award (but in no event later than thirty (30) days following the date on which such Restricted Stock Units vest), effect delivery of the Shares with respect to such vested Restricted Stock Units to the Participant (or, in the event of the Participant’s death, to the person to whom the Award has passed by will or the laws of descent and distribution). No Shares will be issued pursuant to this Award unless and until all legal requirements applicable to the issuance or transfer of such Shares have been complied with to the satisfaction of the Committee.

RestrictedStock Unit Award Agreement

4. Forfeiture; Recovery of Compensation. By accepting this Award, the Participant expressly acknowledges and agrees that his rights, and those of any permitted transferee of this Award, under this Award, including the right to any Shares acquired under this Award or proceeds from the disposition thereof, are subject to Section 13.5 of the Plan (including any successor provision). The Participant further agrees to be bound by the terms of any clawback or recoupment policy of the Company that applies to incentive compensation that includes Awards such as the Restricted Stock Units. Nothing in the preceding sentence may be construed as limiting the general application of Section 19 of this Plan.

5. Dividends; Other Rights. This Award may not be interpreted to bestow upon the Participant any equity interest or ownership in the Company or any subsidiary prior to the date on which the Company actually delivers Shares to the Participant. The Participant is not entitled to vote any Shares by reason of the granting of this Award or to receive or be credited with any dividends declared and payable on any Share prior to the date on which any such Share is delivered to the Participant hereunder. The Participant will have the rights of a shareholder only as to those Shares, if any, that are actually delivered under this Award.

6. Restrictions on Transfer. This Award may not be transferred except as expressly permitted under Section 16.4 of the Plan.

7. Taxes.

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(a)	The Participant expressly acknowledges that the issuance of Shares in settlement of the Restricted Stock Units acquired hereunder will<br>give rise to “wages” subject to withholding. No Shares will be delivered pursuant to this Award unless and until the Participant<br>has remitted to the Company in cash or by check (or by such other means as may be acceptable to the Committee) an amount sufficient to<br>satisfy all taxes required to be withheld in connection with such settlement.
(b)	The Participant authorizes the Company and its subsidiaries to withhold any amounts due in respect of any required tax withholdings or<br>payments from any amounts otherwise owed to the Participant, but nothing in this sentence may be construed as relieving the Participant<br>of any liability for satisfying his or her obligation under the preceding provisions of this Section 7. The Committee in its sole discretion,<br>and upon terms and conditions established by the Committee, may require the Participant to satisfy, in whole or in part, any withholding<br>or employment related tax obligation in the manner set forth in Section 14.2 of the Plan.
(c)	This Award is intended to be exempt from Section 409A of the Code as a short-term deferral thereunder and shall be construed and administered<br>in accordance with that intent. Notwithstanding the foregoing, in no event will the Company or any of its subsidiaries have any liability<br>relating to the failure or alleged failure of any payment or benefit under this Agreement to comply with, or be exempt from, the requirements<br>of Section 409A.

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RestrictedStock Unit Award Agreement

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8. Effect on Employment or Service. Neither the grant of this Award, nor the issuance of Shares upon the vesting of this Award, will give the Participant any right to be retained in the employ or service of the Company or any of its subsidiaries, affect the right of the Company or any of its subsidiaries to discharge the Participant at any time, or affect any right of the Participant to terminate his Employment at any time.

9. Provisions of the Plan. This Agreement is subject in its entirety to the provisions of the Plan, which are incorporated herein by reference (unless modified herein). A copy of the Plan as in effect on the Grant Date has been made available to the Participant. By accepting this Award, the Participant agrees to be bound by the terms of the Plan and this Agreement. In the event of any conflict between the terms of this Agreement and the Plan, the terms of the Plan will control.

10. Acknowledgements. The Participant acknowledges and agrees that (i) this Agreement may be executed in two or more counterparts, each of which will be an original and all of which together will constitute one and the same instrument; (ii) this Agreement may be executed and exchanged using facsimile, portable document format (PDF) or electronic signature, which, in each case, will constitute an original signature for all purposes hereunder; and (iii) such signature by the Company will be binding against the Company and will create a legally binding agreement when this Agreement is countersigned by the Participant.

[Signaturepage follows.]

RestrictedStock Unit Award Agreement

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The Company, by its duly authorized officer, and the Participant have executed this Agreement as of the Grant Date.

PETVIVO HOLDINGS, INC.
By:	/s/ Robert J. Folkes
	Robert<br> J. Folkes, Chief Financial Officer
Agreed<br> and Accepted:
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Participant:
By:	/s/ John Lai
	John<br> Lai

SignaturePage to Restricted Stock Unit Award Agreement