PETV PetVivo Holdings Inc (PK)

INFORMATION STATEMENT REGARDING

ACTIONS TAKEN BY WRITTEN CONSENT OF

MAJORITY SHAREHOLDERS

PURSUANT TO SECTION 14(C) OF THE

SECURITIES EXCHANGE ACT OF 1934

"We," "us," "our," “PetVivo” and the "Company" refers to PetVivo Holdings, Inc., a Nevada corporation and its wholly-owned Minnesota subsidiary PetVivo Inc.

This Information Statement is being furnished to the shareholders of PetVivo Holdings, Inc. as of April 10, 2015 in connection with actions taken by written consent of holders of a substantial majority of our outstanding common shares. These corporate actions consist of (i) approving and adopting the acquisition of Gel-Del Technologies, Inc., a Minnesota corporation (“Gel-Del”) through a Plan of Exchange (the "Plan of Exchange"), pursuant to which Gel-Del will become our wholly-owned subsidiary , and (ii) ratifying the appointment by our Board of Directors of two new directors (the "Ratification of New Directors").

On April 10, 2015, we obtained the approval of the Plan of Exchange and the Ratification of Appointment of New Directors by written consent of our stockholders that are the record holders of 6,672,653 shares of common stock, which represents an aggregate 88.66 % of the voting power of as of the record date of April 10, 2015. The Plan of Exchange and the Ratification of New Directors will not become effective until at least twenty (20) days after the mailing of this Information Statement to our shareholders and the filing of the Plan of Exchange with the Secretary of State of Nevada. The names of the shareholders of record who hold in the aggregate a majority of our total issued and outstanding common stock and who signed the written consent of stockholders are: (i) John Lai holding of record 3,557,939 shares of common stock (46.21%); (ii) John F. Dolan holding of record 843,894 shares of common stock (1 0.96 %); (iii) Dr. David B. Masters ho lding of record 1,460,645 shares of common stock ( 18.97 %); and (iv) Randall Meyer holding of record 810,175 shares of common stock ( 10.52 %).

The date on which this Information Statement will be sent to our shareholders will be on or about September 30, 2016.

All members of our Board of Directors have approved the Plan of Exchange with Gel-Del and the appointment of our two new directors and shareholders owning a substantial majority of our outstanding common stock have approved these two proposed corporate actions. No other votes or consents are required or necessary.

Only one Information Statement is being delivered to multiple shareholders sharing an address, unless we have received contrary instructions from one or more of the shareholders. We will undertake to deliver promptly upon written or oral request a separate copy of the information statement to a stockholder at a shared address to which a single copy of the information statement was delivered. You may make a written or oral request by sending a written notification to our principal executive offices stating your name, your shared address, and the address to which we should direct the additional copy of the information statement or by calling our principal executive offices at (612) 296-7305. If multiple shareholders sharing an address have received one copy of this information statement and would prefer us to mail each stockholder a separate copy of future mailings, you may send notification to or call our principal executive offices. Additionally, if current shareholders with a shared address received multiple copies of this information statement and would prefer us to mail one copy of future mailings to shareholders at the shared address, notification of that request may also be made by mail or telephone call to our principal executive offices.

VOTE REQUIRED

Pursuant to our Bylaws and the Nevada Revised Statutes, a vote by the holders of at least a majority of our outstanding votes is required to approve and effect these two corporate actions by this written consent. As of the record date of April 10, 2015, we had 7,700,314 shares of voting common stock issued and outstanding. The consenting stockholders who approved these written actions held of record an aggregate of 6,672,653 shares of common stock, which represented approximately 86.66 % of the voting rights associated with our shares of common stock. Each shareholder was entitled to one vote per share of common stock.

Under Nevada law, our shareholders are not entitled to any dissenting shareholder or appraisal rights relating to these two corporate actions.

PROPOSAL I

PLAN OF EXCHANGE TO ACQUIRE GEL-DEL

On April 10, 2015 our Board of Directors and majority shareholders, believing it to be in our best interests and our shareholders, approved a Plan of Exchange with Gel-Del whereby through a stock exchange we will acquire all outstanding capital stock of Gel-Del in exchange for 4,150,000 shares of our common stock. After this stock exchange is completed, Gel-Del will become our wholly-owned subsidiary and we will then have 11,850,314 shares of common stock outstanding.

This Plan of Exchange will become effective upon its filing with the Secretary of State of Nevada.

On November 21, 2014, we entered into a stock exchange agreement (the "Stock Exchange Agreement") with Gel-Del. Upon closing, this merger transaction will result in Gel-Del becoming our wholly owned subsidiary through a statutory Plan of Exchange complying with the corporate laws of both Nevada and Minnesota. This statutory stock exchange merger was approved by our shareholders and the shareholders of G el-Del, and will result in an exchange by Gel-Del shareholders on a pro rata basis of all outstanding capital stock of Gel-Del in consideration for 4,150,000 shares of our common stock. Since these 4,150,000 shares will not constitute a majority of our post-merger outstanding capital stock , there will be no change of our control incident to this transaction. Post-merger management of the combined companies will include all four current principal officers of PetVivo and Gel-Del, and their respective management positions are set forth in the Stock Exchange Agreement. Upon completion of this merger, we will acquire all Gel-Del technology and related patents and other intellectual property (IP) and production techniques, as well as Gel-Del’s modern and secure biomedical product manufacturing facilities in St. Paul.

The Stock Exchange Agreement provided for certain material conditions to be satisfied or waived by closing, including: (i) we shall have secured at least $l,500,000 in equity financing through a private placement on terms governed by the Stock Exchange Agreement; (ii) we shall have maintained its status as a DTC eligible publicly traded company and have filed all reports to the SEC required by our status as a registered reporting company; (iii) all outstanding preferred shares and any other convertible securities, warrants, and options of Gel-Del shall be converted, exercised or canceled prior to closing; (iv) Gel-Del must obtain audited financial statements complying with the requirements of U.S. federal securities laws; (v) completion and execution of post-merger employment contracts for the principal executive officers of PetVivo and Gel-Del; and (vi) election and designated positions of directors and principal officers for the post-merger combined companies. Additional terms of the Stock Exchange Agreement include guidelines for post-merger management salaries and related employment provisions, approval of a post-merger operations budget, numerous standard warranties and representations of both parties, and standard termination and indemnification provisions, all as detailed in the Stock Exchange Agreement. The Stock Exchange Agreement also requires our Chief Executive Officer, John Lai, to escrow 50% of our shares of common stock owned by him until we have either obtained $5 Million equity financing or has become listed on Nasdaq or the New York Stock Exchange. Upon satisfying one of these conditions, Mr. Lai must remain employed by us to recover his shares from escrow, provided that one-eighth of the escrowed shares will be released to him each quarter of a following two-year period. If Mr. Lai voluntarily terminates his employment or is terminated for cause during this two-year period, he must forfeit to us any remaining shares.

The Stock Exchange Agreement required us to provide a loan for working capital interim funding for Gel-Del until closing of the merger, consisting of an initial payment of $100,000 and monthly payments thereafter of $75,000. As of the date of this Information Statement, we have provided $175,000 to Gel-Del. Gel-Del will execute a promissory note to us for the interim funding, with the terms thereof set forth in the Stock Exchange Agreement. Based on the consummation of the Stock Exchange Agreement, the loan is deemed satisfied.

Gel-Del is a biomaterial and medical device development and manufacturing company with its offices and production facilities in St. Paul, Minnesota, and was founded in 1999 by its Chief Executive Officer, Dr. David B. Masters. Dr. Masters developed Gel-Del’s innovative proprietary biomaterials which simulate a body’s cellular tissue and thus can be readily and effectively utilized to manufacture implantable therapeutic medical devices. The chief advantage of Gel-Del’s biomaterials is their enhanced biocompatibility with living tissues throughout the body. Through this stock exchange, PetVivo will have acquired all Gel-Del’s technology and related patents and other intellectual property (IP) and production techniques, as well as Gel-Del’s modern and secure biomedical product manufacturing facilities in St. Paul, Minnesota.

This acquisition of Gel-Del by us was made pursuant to a Stock Exchange Agreement dated November 21, 2015, which contained certain conditions to be performed by both parties prior to the completion of this stock exchange business combination. As of April 10, 2015, all conditions were satisfied or waived by both parties. The shareholders of Gel-Del approved this Stock Exchange Agreement at a Gel-Del shareholder meeting duly held on March 25, 2015.

Through this stock exchange, we acquired all Gel-Del's technology and related patents and other intellectual property (IP) and production techniques, as well as Gel-Del's modern and secure biomedical product manufacturing facilities in St. Paul, Minnesota.

Reason For Stock Exchange

Gel-Del is a biomaterial and medical device development and manufacturing company with its offices and production facilities based in St. Paul, Minnesota, and was founded in 1999 by its chief executive officer, Dr. David B. Masters. Dr. Masters developed Gel-Del’s proprietary biomaterials which simulate a body’s cellular tissue and thus can be readily and effectively utilized to manufacture implantable therapeutic medical devices. The chief advantage of Gel-Del biomaterials is their enhanced biocompatibility with living tissues throughout the body. We are commercializing their technology in the veterinary field for the treatment of osteoarthritis. Gel-Del Technologies has also successfully completed a pivotal clinical trial using their novel thermoplastic biomaterial as a dermal filler for human cosmetic applications. Gel-Del Technologies’ core competencies are developing and manufacturing medical devices containing its proprietary thermoplastic protein-based biomaterials that mimic the body's tissue to allow integration, tissue repair, and regeneration for long-term implantation. These biomaterials are produced using a patented and scalable self- assembly production process. The inherent thermoplastic properties of these biomaterials are then utilized to manufacture or coat implantable devices

We were founded in 2013 by our current management, John Lai and John Dolan, and based in suburban Minneapolis, Minnesota. We are a biomedical device company which has been primarily engaged in the business of adapting human biomedical technology for products to be introduced for commercial sale in the veterinary market to treat pets and other animals suffering from arthritis and other painful afflictions. Our initial product, now being commercialized, is a medical device featuring injections of patented gel-like biomaterials into the afflicted body parts of pets or other animals suffering from osteoarthritis. The technology and manufacturing capability of this product was developed by Gel-Del and licensed to us for use to treat dogs and other animals, but not for treatment of human afflictions. While working together relating to this license agreement, we and Gel-Del determined to combine our two companies through a stock exchange merger for the purpose of creating one combined entity utilizing Gel-Del technology to produce, market and sell medical products based on Gel-Del technology for both animals and humans. After lengthy negotiations during 2014, the parties have entered into a definitive agreement for this merger.

Although the Stock Exchange Agreement has been closed, the shares of common stock will not be issued by us to the Gel-Del Shareholders until 20 days from the date of the mailing of the Information Statement to our shareholders of record which takes place after the filing of a definitive Information Statement with the Securities and Exchange Commission and upon the filing of the Plan of Exchange with the Nevada Secretary of State. See "-- Information Statements").

Plan of Exchange and Effect of Stock Exchange

The Plan of Exchange for this business combination which will be filed with the Secretary of State of Nevada is as follows:

Closing of Gel-Del Technologies, Inc. Stock Exchange Agreement

As a result of the closing of the S tock Exchange Agreement:

Material relationships between us and Gel-Del include the following:

Information Regarding Gel-Del

Gel-Del is a biomaterial and medical device development and manufacturing company with its offices and production facilities in St. Paul, Minnesota, and was founded in 1999 by its Chief Executive Officer, Dr. David B. Masters. Dr. Masters developed Gel-Del’s innovative proprietary biomaterials which simulate a body’s cellular tissue and thus can be readily and effectively utilized to manufacture implantable therapeutic medical devices. The chief advantage of Gel-Del’s biomaterials is their enhanced biocompatibility with living tissues throughout the body. Through this stock exchange, PetVivo will have acquired all Gel-Del’s technology and related patents and other intellectual property (IP) and production techniques, as well as Gel-Del’s modern and secure biomedical product manufacturing facilities in St. Paul, Minnesota.

Financial Statements

The following discussion should be read in conjunction with our audited financial statements and the related notes for fiscal year ended March 31, 2016 and March 31, 2015 and our reviewed financial statements and the related notes for the first quarter ended June 30, 2016 and June 30, 2015, respectively, that appear elsewhere in this Information Statement. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Information Statement. Our reviewed financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

For Fiscal Year Ended March 31, 2016 Compared to Fiscal Year Ended March 31, 2015

Total Revenues. For fiscal year ended March 31, 2016, we earned $75,000 in revenue compared to $-0- earned in revenue during fiscal year ended March 31, 2015 (an increase of $75,000).

Operating Expenses. Operating expenses for fiscal year ended March 31, 2016 were $1,927,323 compared to $1,210,857 for fiscal year ended March 31, 2015 (an increase of $716,466). For fiscal year ended March 31, 2016, our operating expenses consisted of: (i) $70,761 (2015: $4,396) in research and development; and (ii) $1,856,562 (2015: $1,197,461) in general and administrative. During fiscal year ended March 31, 2016, our general and administrative expenses consisted of: (i) licensing costs of $488,000 (2015: $-0-); (ii) compensation of $215,335  (2015: $90,000); and (iii) professional fees of $47,874 (2015: $26,550). General and administrative expenses generally include corporate overhead, financial and administrative contracted services, marketing, and consulting costs.

Operating expenses increased due to an increase in: (i) licensing costs of $488,000; (ii) compensation of $125,333; and (iii) professional fees of $21,324.

Thus, our operating loss for fiscal year ended March 31, 2016 was $1,852,323 compared to an operating loss of $1,201,857 for fiscal year ended March 31, 2015.

Other Income (Expenses). Other expenses for fiscal year ended March 31, 2016 were $1,412,763 (2015: ($363,835). Other expenses consisted of: (i) loss on settlement of debt of $349,755 (2015: $35,326; (ii) change in fair value of derivatives of $196,035 (2015: $-0-); (iii) interest of $266,863 (2015: $399,161); and (iv) amortization of issue costs of $992,180 (2015: $-0-).

Net Loss before Taxes. Therefore, our net loss before taxes for fiscal year ended March 31, 2016 was ($3,265,086) as compared to ($1,565,692) for fiscal year ended March 31, 2015. Net loss generally increased primarily due to the recording during fiscal year ended March 31, 2016 of: (i) amortization of issue costs of $992,180; (ii) loss on settlement of debt of $349,755); and (iii) change in fair value of derivatives of $196,035.

Interest.  During fiscal year ended March 31, 2016, we incurred $266,538 in interest as compared to $-0- in interest incurred during fiscal year ended March 31, 2015.

Net Loss Attributable to PetVivo.  Therefore, our net loss attributable to PetVivo for fiscal year ended March 31, 2016 was ($2,998,548) or $0.38) per share compared to a net loss attributable to PetVivo for fiscal year ended March 31, 2015 of ($1,565,692) or ($0.21) per share. The weighted average number of shares outstanding during fiscal year ended March 31, 2016 was 7,853,862 compared to 7,609,445 for fiscal year ended March 31, 2015. 

LIQUIDITY AND CAPITAL RESOURCES

Fiscal Year Ended March 31, 2016

As of March 31, 2016, our current assets were $35,292 and our current liabilities were $1,454,458, which resulted in a working capital deficit of $1,419,166.

As of March 31, 2016, our current assets were comprised of: (i) $271 in cash and cash equivalents; (ii) $15,900 in employee advance; and (iii) $19,121 in prepaid expenses. As of March 31, 2016, our total assets were $17,593,242 comprised of: (i) current assets of $35,292; (ii) $809 in property and equipment (valued at $103,504 less depreciation of $102,695); (iii) goodwill valued at $13,575,420; and (iv) trademark and patent – net valued at $3,981,721. 

As of March 31, 2016, our current liabilities were comprised of: (i) $1,155,917 in accounts payable and accrued expenses; (ii) $109,818 in notes payable and accrued interest – related party; (iii) notes payable of 153,723 (net of discount $3,311); and (iv) convertible notes payable of $35,000).

Stockholders' equity decreased from $161,255 as at March 31, 2015 to $139,998 as at March 31, 2016.

Cash Flows from Operating Activities. We have not generated positive cash flows from operating activities due to a lack of a source of revenues. For the fiscal year ended March 31, 2016, net cash flows used in operating activities was $493,442 (2015: $398,475). Net cash flows used in operating activities during fiscal year ended March 31, 2016 consisted primarily of a net loss of $2,998,548 (2015: $1,565,692), which was adjusted by: (i) $794,600 (2015: $1,030,031); (ii) $68,651 (2015: $-0-) in depreciation and amortization; (iii) $992,180 (2015: $-0-) in amortization of debt issue costs; (iv) ($196,035) (2015: $-0-) in derivative loss adjustment; (v) $349,755 (2015: $-0-) in forgiveness of debt; and (vi) $488,000 (2015: $-0-) in license.

Net cash flows used in operating activities during fiscal year ended March 31, 2016 was further changed by: (i)  a decrease in prepaid expenses of ($35,021) (2015: $155,500); and (ii) an increase in accounts payable and accrued expenses of $42,976 (2015: ($18,314).

Cash Flows from Investing Activities . For fiscal year ended March 31, 2016, net cash flows used by investing activities was $-0- compared to net cash flows used by investing activities during fiscal year ended March 31, 2015 of $388,000 consisting of change in assets.

Cash Flows from Financing Activities . We have financed our operations primarily from debt or the issuance of equity instruments. For fiscal year ended March 31, 2016, net cash flows provided from financing activities was $453,850 (2015: $787,000) consisting of: (i) $137,105 (2015: $-0-) in proceeds from stock; (ii) $524,750 (2015: $898,000) in proceeds from convertible notes; (iii) $2,500 (2015: $-0-) in proceeds from loans, which was offset by ($210,505) (2015: ($111,000) in repayments.

Total Revenues.  For the three-month periods ended June 30, 2016 and June 30, 2015, revenues decreased from $75,000 to $2,009. For the three-month periods ended June 30, 2016 and June 30, 2015, we did not generate any cost of sales.

Operating Expenses.  Operating expenses for the three-month period ended June 30, 2016 were $628,235 compared to $1,084,602 for the three-month period ended June 30, 2015, a decrease of $456,367. For the three-month period ended June 30, 2016, we incurred: (i) research and development of $5,497 (2015: $57,436); and (ii) general and administrative of $622,738 (2015: $1,027,166). The major differences in general and administrative expenses were reductions in 2016 for amortization of deferred costs and licensing costs both of which expired in 2016. General and administrative expenses generally include corporate overhead, financial and administrative contracted services, marketing, and consulting costs. Operating expenses decreased during the three-month period ended June 30, 2016 compared to June 30, 2015 due to the decrease in general and administrative costs of $404,428, which was primarily related to decreases in compensation and professional fees. Our research and development also decreased by $51,939.

Thus, our operating loss for the three-month period ended June 30, 2016 was $626,226 compared to an operating loss of $1,009,602 for the three-month period ended June 30, 2015, a decrease of $383,376.

Other Income (Expenses).  Other income for the three-month period ended June 30, 2016 were $15,774 compared to a loss of $423,759 during the three-month period ended June 30, 2015. Other expenses consisted of: (i) gain on settlement of debt of $24,460 (2015: $154,644); (ii) change in fair value of derivatives of $-0- (2015: ($21,462)); (iii) interest expense of ($8,686) (2015: ($102,470)); and (iv) amortization of issue costs of -0- (2015: ($454,471)).

Net Loss. Therefore, our net loss for the three-month period ended June 30, 2016 was ($610,452) as compared to a net loss of ($1,433,361) for the three-month period ended June 30, 2015. Based both on our decrease in operating expenses during the three-month period ended June 30, 2016, our net loss decreased also based on the decrease of other expenses primarily due to the amortization of issue costs in the amount of $454,471.

During the three-month period ended June 30, 2016, we further incurred a loss of $279,105 (2015: $59,296) relating to a loss attributable to non-controlling interest. Thus, our net loss attributable to PetVivo during the three-month period ended June 30, 2016 was ($331,347) or ($0.04) per share compared to net loss attributable to PetVivo during the three-month period ended June 30, 2015 of ($1,374,065) or ($0.18) per share. The weighted average number of shares outstanding during the three-month period ended June 30, 2016 was 8,761,823 compared to 7,616,661 for the three-month period ended June 30, 2015.

LIQUIDITY AND CAPITAL RESOURCES

Three Month Peri od Ended June 30, 2016

As of June 30, 2016, our current assets were $37,053 and our current liabilities were $1,599,582, which resulted in a working capital deficit of $1,562,529.

As of June 30, 2016, our current assets were comprised of: (i) $522 in cash and cash equivalents; (ii) $1,014 in accounts receivable; (iii) $22,063 in employee advance; and (iv) $13,454 in prepaids. As of June 30, 2016, our total assets were $16,314,291 comprised of: (i) current assets of $37,053; (ii) fixed assets of $718, which consisted of property and equipment of $103,504 less accumulated depreciation of $102,786); and (iii) other assets of $16,276,520, which consisted of goodwill of $13,228,590 and trademark and patents – net of $3,047,930. Our total assets decreased slightly from fiscal year ended March 31, 2016 of $375,153 due to a decrease in recognition of goodwill in the amount of $179,103 and decrease in valuation of trademark and patents – net of $197,732.

As of June 30, 2016, our current liabilities were comprised of: (i) $1,248,233 in accounts payable and accrued expenses; (ii) $196,751 in notes payable and accrued interest – related party; and (iii) $152,598 in note payable, net of discount of -$0-. As of fiscal year ended March 31, 2016, our total liabilities were $1,478,906 consisting of current liabilities. Our current liabilities increased from fiscal year ended March 31, 2016 due to increase in: (i) accounts payable and accrued expenses of $184,695; and (ii) note payable and accrued interest to related party of $5,381.

Stockholders' equity (deficit) increased from a deficit of ($70,327) as at March 31, 2016 to a deficit of ($107,948) at June 30, 2016. 

Cash Flows from Operating Activities.  We have not generated positive cash flows from operating activities due to a lack of a source of revenues. For the --month period ended June 30, 2016, net cash flows used in operating activities was ($51,535). Net cash flows used in operating activities during the three-month period ended June 30, 2016 consisted primarily of a net loss of ($610,452), which was adjusted by $193,976 in common stock issued for services, $197,824 in depreciation and amortization, $3,311 in amortization of debt issued costs and $24,460 in derivative gain adjustment. Net cash flows used in operating activities was further changed by a decrease in advances/receivables of ($7,177) and in prepaid expenses of $5,667 and an increase in accounts payable and accrued expenses of $190,076.

For the three-month period ended June 30, 2015, net cash flows used in operating activities was ($381,281). Net cash flows used in operating activities during the three-month period ended June 30, 2015 consisted primarily of a net loss of ($51,235), which was adjusted by $60,000 in common stock.

Cash Flows from Financing Act ivities .  We have financed our operations primarily from debt or the issuance of equity instruments. For the three-month period ended June 30, 2016, net cash flows provided from financing activities was $51,499. Net cash flows provided by financing activities consisted of: (i) $60,000 in proceeds from issuance of stock and $39,750 from cash received from common stock subscription, which was offset by repayments of ($35,000) and ($13,251) in repayment of loan. For the three-month period ended June 30, 2015, net cash flows provided from financing activities was $357,350 consisting of $37,100 in proceeds from stock and $524,750 in proceeds from loans, which was offset by repayments of ($204,500).

MATERIAL COMMITMENTS

Accrued Salary

We are indebted to related parties. At June 30, 2016, we are obligated for unpaid officer salaries and advances of $196,251. This amount is included in accounts payable and accrued expenses.

Notes Payable

As of June 30, 2016, we are obligated on the following notes:

Bank Line

We have a bank credit line available up to $75,000.  As of June 30, 2016, there was $4,292 of unused credit.

Interest Bearing Note

We are indebted on a note in the principal amount of $25,412.55 bearing interest at prime plus 5.5% to a bank with a monthly payment of $2,786 expiring in January 2017.  All assets of Gel-Del are pledged as collateral.

Related Parties

We are indebted to related parties. At December 31, 2014, we owed $104,303 to an officer of our subsidiary for advances, which have now been assumed by us. The $104,303 relates to a bridge loan from David Masters, the prior executive officer, to Gel-Del, which is included in our financial statements. The current balance on the bridge loan is approximately $95,000 and terms of the loan reflect interest at 8%. We are also indebted to the officers of our subsidiary for unpaid salaries of $566,121 and to our officers of $50,000. The total amount equals $720,424.

PURCHASE OF SIGNIFICANT EQUIPMENT

We do not intend to purchase any significant equipment during the next twelve months.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this Information Statement, 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 independent auditors' report accompanying our March 31, 2016 and March 31, 2015 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. We have suffered recurring losses from operations, have a working capital deficit and are currently in default of the payment terms of certain note agreements. These factors raise substantial doubt about our ability to continue as a going concern.

Information Regarding PetVivo

PetVivo is based in Minneapolis, Minnesota and is an emerging biomedical device company focusing on the licensing and commercialization of innovative therapeutic medical devices for pets and other animals. Using its licensed patented technology, management intends to leverage developed advances in human bio-materials and the medical device industry to profitably commercialize and market healthcare treatments for pets and other animals.

Our strategy is to in-license proprietary products from human medical device companies specifically for use in pets. A key component of this strategy is the accelerated timeline to revenues for veterinary medical devices, which enter the market much earlier than the more stringently regulated pharmaceuticals. We have secured exclusive rights to our first product, an osteoarthritis medical device, which has been shown to be both safe and efficacious. We believe the administration of these initial therapeutic devices exceeds the benefits of those found in current remedies. Therefore, management believes that the commercialization of our initial therapeutic devices will provide veterinarians and pet owners safe, effective, and long-lasting treatments to improve the pet’s quality of life.

We intend to license and distribute devices and therapeutics that are being developed for human use and license them for distribution in the veterinary markets. Management believes that this allows us to leverage the investment in the human biopharmaceutical industry to bring therapeutics to pets in a capital and time efficient manner. We can leverage the research capital expended to develop human clinical products and commercialize these products in the veterinary markets that offer a reduced regulatory environment and condensed timeline to product revenues. We anticipate building a portfolio of devices and therapeutics that we can distribute on an exclusive basis into the veterinary market.

We have secured the exclusive rights to commercialize protein-based biomaterials for the treatment of pain and inflammation associated with osteoarthritis in canine and equine animals. We believe that our treatment is superior to current methodology of using NSAID’s. NSAID’s have many side effects in canines and our treatment has less to none of the side effects. Based on the market studies discussed below, management believes that there are opportunities to expand in the bovine and feline market.

Description of Property

As of the date of this Information Statement, we do not own any interests in real estate. Our executive, administrative and operating offices are located at 12100 Singletree Lane, Suite 186, Eden Prairie, Minnesota 55344. We believe that our facilities are adequate for our needs and that additional suitable space will be available on acceptable terms as required.

Legal Proceedings

As of the date of this Information Statement, management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Information Statement, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

Market Information

Our common stock is listed for quotation on the OTCQB under the symbol “PETV.” Our shares commenced trading approximately January 1, 2013. The following table sets forth the high and low bid prices relating to our common stock on a quarterly basis for the periods indicated as quoted by the OTC:QB stock market. These quotations reflect inter-dealer prices without retail mark-up, mark-down, or commissions, and may not reflect actual transactions.  

Holders

The approximate number of stockholders of record as of the date of this Information Statement is 81. The number of stockholders of record does not include beneficial owners of our common stock, whose shares are held in the names of various dealers, clearing agencies, banks, brokers and other fiduciaries.

Dividend Policy

We have never declared or paid a cash dividend on our capital stock. We do not expect to pay cash dividends on our common stock in the foreseeable future. We currently intend to retain our earnings, if any, for use in our business. Any dividends declared in the future will be at the discretion of our Board of Directors.

Unregistered Sales of Securities and Use of Proceeds

During fiscal year ended March 31, 2016 and to date, we issued an aggregate of 70,500 post-Reverse Stock Split shares of unregistered common stock as follows:

Settlement of Debt

On April 10, 2015, our Board of Directors authorized the issuance of an aggregate 70,500 shares of our post-Reverse Stock Split shares of restricted common stock to two of our executive officers and directors as settlement for amounts due and owing for past services and associated benefits. The issuance of shares was as follows: (i) 43,000 shares of common stock at $4.00 per share to Dr. David B. Masters, our President, Chief Technical Officer and member of the Board of Directors, as settlement for $172,000; and (ii) 27,500 shares of common stock at $4.00 per share to Randall A. Meyer. our Chief Operating Officer and member of the Board of Directors. See "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters" and “Certain Relationships and Related Transactions and Director Independence ”.

The shares of common stock were issued to the two United States residents in reliance on Section 4(2) of the Act. The shares of common stock have not been registered under the Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. Each individual acknowledged that the securities to be issued have not been registered under the Securities Act, that they understood the economic risk of an investment in the securities, and that they had the opportunity to ask questions of and receive answers from the Company's management concerning any and all matters related to acquisition of the securities.

Settlement of Debt

Effective March 31, 2016, we entered into six debt settlement agreements with creditors holding outstanding notes, which resulted in the Company converting all of the $1,576,649 outstanding matured debt owed to the note holders by us into equity in the form of common stock of PetVivo. These debt conversions included all principal, accrued interest and any other expenses relating to these notes, including $655,919 owed to Gemini Master Fund, Ltd., $509,088 owed to St. George Investments LLC, $154,500 owed to Carebourn Capital, L.P., $125,892 owed to Jeanne Rudelius, $78,750 owed to Scott Johnson, and $52,500 owed to Union Capital LLC.

The foregoing conversions were all accomplished based on a conversion price of $2.00 per common share, and accordingly our Board of Directors authorized the issuance of an aggregate of 788,325 shares of our common stock to be issued to the six note holders in complete satisfaction of all debt obligations held by them under their respective notes.

We regard these substantial and material debt-to-equity conversions to be a significant benefit to our current financial position and balance sheet, as well as to our future ability to finance the planned operations and projected commercial growth of our business.

Concurrent with its conversion of indebtedness to Gemini Master Fund, Ltd. ("Gemini"); Gemini also exercised a warrant held by Gemini incident to their note. This warrant exercise was a "cashless" transaction by Gemini, and resulted in our issuance to Gemini of an additional 97,317 shares of our common stock.

All of the foregoing securities issuances were unregistered and made by PetVivo as non-public transactions. The shares of common stock were issued to six United States residents in reliance on Section 4(a)(2) and Regulation D promulgated under the United States Securities Act of 1933, as amended (the "Securities Act"). The securities have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. The note holders each acknowledged that the securities to be issued have not been registered under the Securities Act, that they understood the economic risk of an investment in the securities, and that they had the opportunity to ask questions of and receive answers from our management concerning any and all matters related to acquisition of the securities.

BOARD OF DIRECTORS’

AND STOCKHOLDER APPROVAL

As our directors and holders of approximately 88.66 % of our voting power signed a written consent in favor of the Plan of Exchange , we are authorized to file the Plan of Exchange with the Nevada Secretary of State. The exchange will be effective upon the filing of the Plan of Exchange with the Secretary of State of the State of Nevada, which is expected to occur as soon as reasonably practicable on or after the 20th day following the mailing of this Information Statement to stockholders.

The information contained in this information statement constitutes the only notice we will be providing stockholders.

PROPOSAL II

RATIFYING APPOINTMENT OF NEW DIRECTORS

On April 10, 2015, our Board of Directors appointed two new directors, Dr. David B. Masters and Randall A. Meyer, to serve until our next regular meeting of shareholders or until their successors are elected and shall qualify. Also on April 10, 2015, our majority shareholders, believing it to be in our best interests and our shareholders, adopted a resolution to ratify the appointment of these two new directors as of the effectiveness of the Plan of Exchange between us and Gel-Del.

Biographies

David B. Masters, Ph.D. Dr. Masters has served as our President, Chief Technical Office and as a member of the Board of Directors since April 10, 2 015. Dr. Masters served as founder, president, chief executive officer and chief technical officer of Gel-Del from 1999 until 2015. As the chief inventor of Gel-Del’s technology platform, Dr. Masters focused on Gel-Del's novel biomaterials, biomaterial applications, its intellectual property, development of the products in pre-clinical and clinical trials, and addressed Gel-Del's financial needs for taking forward its products with licensing agreements and equity investments totaling approximately $6 million. Dr. Masters also was the principal investigator in bringing in over $6 ,000,000 in National Institutes of Health government grants since inception of Gel-Del to forward its technology and products. He also served as chairman of the board of directors of Gel-Del from 1999 until its merger with us in 2015.

Dr. Masters is internationally recognized as an expert in biomaterials and local drug delivery. Over the past twenty years , Dr. Masters has developed novel biomaterial and drug delivery products, including implantable medical devices for neurologic, vascular, orthopedic, urologic and dermal applications.

Dr. Masters received his B.A. in Biochemistry and Biopsychology from Rutgers University, New Brunswick, NJ, with Scholar Distinction, and in 1989, a Masters Degree in Chemistry, and a Ph.D. in 1992 in Behavioral and Neural Sciences, from Rutgers University, Newark, NJ, including two awards for excellence in research. After Rutgers, he joined Harvard Medical School as a Research Fellow, Department of Anesthesiology, to study solid implantable dosage forms in collaboration with Dr. Robert Langer of M.I.T. This led to patented work on biodegradable polymers for local delivery of analgesic agents, a start-up company, and many published reports. Dr. Masters became an Instructor in Anesthesiology at Harvard before leaving for The Mayo Clinic (1993) where he was an Assistant Professor and Associate Consultant. His work using protein matrices has been funded by six NIH grants. Dr. Masters has over 60 peer reviewed publications, book chapters and abstracts, and over 30 patents issued, pending or applications. In 1999, Dr. Masters founded Gel-Del Technologies, Inc., which started operations in 2000 after he left Mayo Clinic.

Randall A. Meyer . Mr. Meyer has served as our Chief Operating Officer and as a member of our board of directors since April 10, 2015. Mr. Meyer served as chief operating officer of Gel-Del from January 2009 to April 2015 where he focused on business development and product pipeline expansion, in addition to his efforts to secure working capital. Mr. Meyer joined Gel-Del Technologies in January 2007 as a full-time business development consultant where he targeted new markets and applications for the company’s biomaterials and devices.

Prior to joining Gel-Del, Mr. Meyer was chief operating officer at Softscope Medical Technologies Inc. where he guided the early-stage medical device company through successful preclinical studies, clinical trial approval and the securing of $4.5 million in capital. SoftScope was acquired by Fujinon. From 2003 until 2005 Mr. Meyer served as chief executive officer and as a member of the board of directors at Tactile Systems Technology, Inc., where his accomplishments include d securing private equity funding, developing a profitable reimbursement strategy and leading its vascular device through FDA compliance, clinical trials and a successful commercial launch. In addition, Mr. Meyer recruited the management team and board of directors who continue to grow this profitable business generating approximately $100 million in annual revenues.

Mr. Meyer has also served as elected member of the Edina School Board since 2002. He currently serves as board chair; a position the board has elected him to annually to since 2008. Edina Public Schools is a nationally recognized suburban public school district serving approximately 8,500 students. Mr. Meyer also served as the Chair of the Metro Services board of Minnesota Technology Inc., a non-profit chartered by the state legislature. Mr. Meyer has a Bachelor of Science degree in Agricultural Engineering Technology from the University of Wisconsin, River Falls, where he twice received the Chancellor’s Award for leadership, the University’s highest nonacademic honor.

Family Relationships

There are no family relationships among our current directors or officers and Dr. Masters or Mr. Meyer.

Involvement in Certain Legal Proceedings

During the past five years, neither Dr. Masters nor Mr. Meyer have been involved in any legal proceeding concerning: (i) any bankruptcy petition filed by or against any business of which Dr. Masters or Mr. Meyer were a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (ii) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (iii) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction permanently or temporarily enjoining, barring, suspending or otherwise limiting involvement in any type of business, securities or banking activity; or (iv) being found by a court, the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law (and the judgment has not been reversed, suspended or vacated).

BOARD OF DIRECTORS’

AND STOCKHOLDER APPROVAL

As our directors and holders of approximately 88.66 % of our voting power signed a written consent ratifying the appointment of Dr. Masters and Mr. Meyer as a member of the Board of Directors , we are authorized to appoint Dr. Masters and Mr. Meyer and to file a Current Report on Form 8-K with the Securities and Exchange Commission. The appointment of Dr. Masters and Mr. Meyer are effective as of April 10, 2015.

The information contained in this Information Statement constitutes the only notice we will be providing stockholders.

VOTING AND OTHER SHAREHOLDER RIGHTS

Holders of our common stock are entitled to one vote for each share held of record on all matters to be voted on by the shareholders. Accordingly, the holders of in excess of 50% of the aggregate number of shares of common stock outstanding will be able to elect all of the directors of the Company and to approve or disapprove any other matter submitted to a vote of all shareholders. The holders of our common stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors out of funds legally available. Holders of our common stock have no cumulative voting rights. Holders of our common stock have no preemptive rights to purchase the Company's common stock or rights or interests therein such as options and warrants. There are no conversion rights or redemption or sinking fund provisions with respect to our common stock.

DESCRIPTION OF SECURITIES

Description of Stock

Our Articles of Incorporation authorizes the issuance of 250,000,000 shares of common stock, par value $0.001 per share of which 7,700,314 shares were outstanding as of the date of this Information Statement and 25,000,000 shares of blank check preferred shares, par value $0.001 of which none are issued and outstanding. All of the outstanding shares of common stock are fully paid and non-assessable.

Voting Rights

Holders of shares of common stock are entitled to one vote for each share held of record on all matters to be voted on by the shareholders. Accordingly, the holders of in excess of 50% of the aggregate number of shares of common stock outstanding will be able to elect all of our directors and to approve or disapprove any other matter submitted to a vote of all shareholders. The holders of our common stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors out of funds legally available. We have not paid any dividends since our inception, and we presently anticipate that all earnings, if any, will be retained for development of our business. Any future disposition of dividends will be at the discretion of our Board of Directors and will depend upon, among other things, our future earnings, operating and financial condition, capital requirements, and other factors.

Other

Holders of common stock have no cumulative voting rights. Holders of common stock have no preemptive rights to purchase our common stock. There are no conversion rights or redemption or sinking fund provisions with respect to the common stock.

Transfer Agent

Shares of common stock are registered at the transfer agent and are transferable at such office by the registered holder (or duly authorized attorney) upon surrender of the common stock certificate, properly endorsed. No transfer shall be registered unless we are satisfied that such transfer will not result in a violation of any applicable federal or state security laws. Our transfer agent for our common stock is American Registrar & Transfer Co., 342 East 900 South, Salt Lake City, Utah 84111.

VOTE REQUIRED FOR APPROVAL

In accordance with Section 78.315 and 78.320 of the Nevada Revised Statutes, the following actions were taken based upon the unanimous recommendation and approval by our Board of Directors and the written consent of the majority shareholders.

The Board of Directors has adopted, ratified and approved the Plan of Exchange and the Ratification of Appointment of New Directors . The securities that are entitled to vote approval of the Plan of Exchange and the Ratification of Appointment of New Directors consist of issued and outstanding shares of our $0.001 par value common voting stock outstanding on April 10, 2015 , the record date for determining shareholders who are entitled to notice of and to vote.