UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 1.01 Entry into a Material Agreement.
Effective as of April 29, 2024, A.L. Sarroff Fund, LLC (the “Lender”), a greater than 10% shareholder in PetVivo Holdings, Inc. (the “Company”) entered into a note conversion agreement dated April 29, 2024 (“Conversion Agreement”) to convert the outstanding balance of a promissory note (“Note”) dated April 10, 2024, in the total principal amount of $300,000, plus accrued interest of $1,558 into 430,798 Units; each Unit is one (1) restricted share of Company Common Stock, having a par value of $0.001 per share (“Share”) and one (1) common stock purchase warrant (“Purchase Warrant”), granting the holder of one (1) Purchase Warrant thereof the right to purchase one (1) Share at any time from the issue date of the Warrant through and including the third (3rd) anniversary of such date, for a strike price of one dollar and fifty cents ($1.50) per Purchase Warrant (the “Warrants”). The effective conversion price is $0.70 per Unit and the Note was paid in full and cancelled upon the issuance of the Units. The issuance of restricted shares of the Company’s common stock upon conversion of the Promissory Note is exempt from registration under Section 4(a)(2) of the Securities Act. The Lender is sophisticated and represented in writing that he is an accredited investor and acquired the securities for his own account for investment purposes. A legend was placed on the stock certificates issued upon conversion of the Promissory Note stating that the securities are “restricted securities” under Rule 144 of the Securities Act, have not been registered under the Securities Act and cannot be sold or otherwise transferred without registration or an exemption therefrom.
The foregoing is only a summary of the material terms of the Conversion Agreement and does not purport to be a complete description of the rights and obligations of the parties thereunder. The summary of the Conversion Agreement is qualified in its entirety by reference to the forms of such agreement, which is filed as Exhibit 10.1 this Current Report and incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
To the extent required by Item 1.02 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits | |
| 10.1 | Conversion Agreement dated April 29, 2024 between the Company and the Noteholder | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PETVIVO HOLDINGS, INC. | ||
| Date: April 30, 2024 | By: | /s/ John Lai |
| Name: | John Lai | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
SHORT-TERM PROMISSORY NOTE CONVERSION AGREEMENT
THIS AGREEMENT, made and effective this 29th day of April, 2024, by and between PetVivo Holdings, Inc., a Nevada corporation (“PETVIVO”), and the following named Short-Term Promissory Note holder of PETVIVO: A. L. Sarroff Fund LLC, a limited liability company having a primary address of 43 Meadow Woods Road, Great Neck, NY 11020 (the “NOTEHOLDER”).
WITNESSETH, WHEREAS, NOTEHOLDER and PETVIVO are parties to a certain Short-Term Promissory Note, dated as of April 10, 2024, pursuant to which PETVIVO borrowed from NOTEHOLDER the principal amount of $300,000.00 (the “NOTE”); and
FURTHER, WHEREAS PETVIVO, as of the effective date stated above, is indebted to NOTEHOLDER in the total amount of $301,558.00 (the “Outstanding Note Balance”), consisting of the outstanding NOTE principal balance of $300,000.00 and accrued and unpaid interest thereon of $1,558.00; and
FURTHER, WHEREAS NOTEHOLDER has agreed to convert the Outstanding Note Balance into Units of PETVIVO common stock at a conversion price of $0.70 per Unit; and
FURTHER, WHEREAS NOTEHOLDER and PETVIVO have agreed that each Unit shall be one (1) restricted share of Company Common Stock, having a par value of $0.001 per share (“Share”) and one (1) common stock purchase warrant (“Purchase Warrant”), granting the holder of one (1) Purchase Warrant thereof the right to purchase one (1) Share at any time from the issue date of the Warrant through and including the third (3rd) anniversary of such date, for a strike price of one dollar and fifty cents ($1.50) per Purchase Warrant (the “Warrants”)
NOW THEREFORE, for valuable consideration and upon the mutual promises and covenants, PETVIVO and NOTEHOLDER hereto agree as follows:
| 1. | NOTEHOLDER hereby agrees to convert the above-stated Outstanding Note Balance into 430,798 Units of PETVIVO common stock (“Conversion Units”) at the conversion price of $0.70 per Unit. The issued common stock shares, including the shares of common stock issued pursuant to the Purchase Warrants, will be restricted shares of common stock, but will be free of all restrictions on transfer or sale, including restrictions on transfer under applicable state and federal securities laws, upon the satisfaction of the holding period pursuant to Rule 144 under the Securities Act. |
| 2. | In consideration for full satisfaction of the NOTE and Outstanding Note Balance owed to NOTEHOLDER by PETVIVO, PETVIVO shall deliver a certificate or book enter in the name of the NOTEHOLDER that issues 430,798 shares of PETVIVO common stock to NOTEHOLDER and a Form of Warrant for all issued Purchase Warrants, after which all such issued shares and Purchase Warrants shall be legally and validly issued and fully paid and non-assessable. Also, upon completion of issuance of the Conversion Units, all debt and obligations owed by PETVIVO to the NOTEHOLDER pursuant to the NOTE shall be satisfied in full. |
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EXECUTED by the parties hereto as of the date first above written.
| PETVIVO: PetVivo Holdings, Inc. | ||
| By: | /s/John Lai | |
| Name: | John Lai | |
| Title: | Chief Executive Officer | |
|
NOTEHOLDER: ALAN SARROFF |
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| By: | /s/ Alan Sarroff | |
| Name: | Alan Sarroff | |
| on behalf of A.L. Sarroff Fund, LLC | ||