Securities Registration: Employee Benefit Plan (s-8)
October 18 2022 - 4:14PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on October 18, 2022
Registration
No. 333-___________
United
States
SECURITIES
AND EXCHANGE cOMMISSION
Washington,
D.C. 20549
fOrm
S-8
registration
statement under the securities act of 1933
PetVivo
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
99-0363559
|
(State
or Other Jurisdiction
of
Incorporation or Organization) |
|
(I.R.S.
Employer
Identification
Number) |
5251
Edina Industrial Blvd., Edina, MN 55439
(Address
of Principal Executive Offices) (Zip Code)
PetVivo
Holdings, Inc.
Amended
and Restated
2020
Equity Incentive Plan
(Full
title of the plan)
John
Lai
Chief
Executive Officer
5251
Edina Industrial Blvd.
Edina,
MN 55439
(952)
405-6216
(Name,
Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies
to:
Laura
M. Holm, Esq.
Patrick
Pazderka, Esq.
Fox
& Rothschild, LLP
Campbell
Mithun Tower
222
S. Ninth St., Suite 2000
Minneapolis
MN 55402-3338
(612)
607-7000
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
☐ |
Accelerated filer |
☐ |
| Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
| |
|
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 7(a)(2)(B) of the Securities Act.
EXPLANATORY
NOTE
At
the 2022 Annual Meeting of Stockholders of PetVivo Holdings, Inc. (the “Company”) held on October 14, 2022, the Company’s
stockholders approved the PetVivo Holdings, Inc. Amended and Restated 2020 Equity Incentive Plan (the “Amended 2020 Plan”),
which provides for grants of equity awards to designated employees, directors and other service providers of the Company and its affiliates.
The number of shares of the Company’s common stock, $0.001 par value (“Common Stock”) which may be granted under
the Amended 2020 Plan has been increased by 2,000,000 from the previous 1,000,000 shares of Common Stock which were previously authorized
for issuance under the PetVivo Holdings, Inc. 2020 Equity Incentive Plan, effective September 22, 2020 (the “2020 Plan”).
This Registration Statement on Form S-8 (this “Registration Statement”) relates to the registration of the additional
2,000,000 shares of Common Stock authorized for issuance under the Amended 2020 Plan.
Pursuant
to General Instruction E on Form S-8, the contents of the Registration Statement on Form S-8 with respect to the 2020 Plan (Registration
No. 333-265717), filed with the Securities and Exchange Commission on June 17, 2022 (the “Initial Registration Statement”),
including the information contained therein and any amendments thereto, are hereby incorporated by reference to this Registration Statement,
except that the provisions contained in Part II of the Initial Registration Statement are modified as set forth in this Registration
Statement.
PART
I
Information
Required In The SECTION 10(a)
PROSPECTUS
The
information specified in Items 1 and 2 of Part I of the Form S-8 is omitted from this filing in accordance with the provisions of Rule
428 under the Securities Act of 1933 and the introductory note to Part I of the Form S-8. The documents containing the information specified
in this Part I will be delivered to the participants in the Amended 2020 Plan covered by this Registration Statement as required by Rule
428(b)(1).
PART
II
Information
Required In The Registration Statement
Item
3. Incorporation of Documents by Reference.
The
Company hereby incorporates by reference into this Registration Statement the following documents, which have been previously filed (not
furnished) with the SEC:
| |
(a) |
The
Company’s Annual Report on Form 10-K for the year ended March 31, 2022 filed with the SEC on June 24, 2022 (File No. 001-40715); |
| |
|
|
| |
(b) |
The Company’s Quarterly
Report on Form 10-Q for the quarter ended June 30, 2022 filed with the SEC on August 11, 2022 (File No. 001-40715); |
| |
|
|
| |
(c) |
The
Company’s Current Reports on Form 8-K (other than portions thereof furnished under Item 2.02 or Item 7.01 of Form 8-K and
exhibits accompanying such reports that are related to such items) filed with the SEC on June
24, 2022, June
29, 2022, August
1, 2022, August
5, 2022, August
11, 2022, and October
17, 2022 and Form 8-K/A filed on August
5, 2022 (File No. 001-40715); |
| |
|
|
| |
(d) |
The Company’s Definitive
Proxy Statement on Schedule 14A for the Company’s 2022 Annual Meeting of Stockholders filed with the SEC on August 26, 2022
(File No. 001-40715); and |
| |
|
|
| |
(e) |
The description of the
Common Stock contained in the Company’s Registration Statement on Form 8-A, filed on August 5, 2021, including any amendment
or reports filed for the purpose of updating such description (File No. 001-40715). |
In
addition, all other documents filed (not furnished) by the Company pursuant to Section 13(a), Section 13(c), Section 14, or Section 15(d)
of the Securities Exchange Act of 1934, as amended, on or after the date of this Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement that indicates that all securities offered hereby have been sold or that deregisters
all securities then remaining unsold shall be deemed to be incorporated in this Registration Statement by reference and to be a part
of this Registration Statement from the date of filing of such documents; provided, however, that documents or information
deemed to have been furnished to and not filed with the SEC in accordance with the rules of the SEC shall not be deemed incorporated
by reference into this Registration Statement.
Item
8. Exhibits.
The
following exhibits are filed with or incorporated by reference into this Registration Statement:
Signatures
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on October 18, 2022.
| |
PETVIVO HOLDINGS, INC. |
| |
(Registrant) |
| |
|
|
| |
By: |
/s/ John
Lai |
| |
|
John Lai |
| |
|
Chief Executive
Officer and President |
POWER
OF ATTORNEY
We,
the undersigned officers and directors of PetVivo Holdings, Inc. constitute and appoint John Lai and Robert Folkes, and each of them
singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution in each of them for him and in his name, place and stead, and in any and all capacities, to sign (i) any and all amendments
(including post-effective amendments) to this Registration Statement and (ii) any registration statement or post-effective amendment
thereto to be filed with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended,
and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and
thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
| Name and Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ John Lai |
|
President, Chief Executive Officer and Director |
|
|
| John Lai |
|
(Principal Executive Officer) |
|
October
18, 2022 |
| |
|
|
|
|
| /s/ Robert Folkes |
|
Chief Financial Officer |
|
|
| Robert Folkes |
|
(Principal Financial and Accounting Officer) |
|
October 18, 2022 |
| |
|
|
|
|
| /s/ James Martin |
|
Director, Chairman of the Board |
|
October 18, 2022 |
| James Martin |
|
|
|
|
| |
|
|
|
|
| /s/ Leslie Coolidge |
|
Director |
|
October 18, 2022 |
| Leslie Coolidge |
|
|
|
|
| |
|
|
|
|
| /s/ Joseph Jasper |
|
Director |
|
October 18, 2022 |
| Joseph Jasper |
|
|
|
|
| |
|
|
|
|
| /s/ Scott Johnson |
|
Director |
|
October 18, 2022 |
| Scott Johnson |
|
|
|
|
| |
|
|
|
|
| /s/ Robert Costantino |
|
Director |
|
October 18, 2022 |
| Robert Costantino |
|
|
|
|
| |
|
|
|
|
| /s/ Robert Rudelius |
|
Director |
|
October 18, 2022 |
| Robert Rudelius |
|
|
|
|
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