Prospectus Filed Pursuant to Rule 424(b)(5) (424b5)
April 17 2023 - 9:02AM
Edgar (US Regulatory)
Filed
pursuant to Rule 424(b)(5)
Registration
No. 333-264700
PROSPECTUS
SUPPLEMENT NO. 2 |
|
|
(To
Prospectus Supplement dated March 28, 2023
and
accompanying Prospectus dated May 13, 2022)
Up
to $2,750,000
![](https://content.edgar-online.com/edgar_conv_img/2023/04/17/0001493152-23-012458_logo_001.jpg)
This
prospectus supplement is being filed to update, amend and supplement certain information in
the prospectus supplement, dated March 28, 2023 (the “Original Prospectus Supplement”), and the accompanying prospectus dated
May 13, 2022 (the “Prospectus” related to the offer and sale (“Offering”) by PetVivo Holdings, Inc. (the
“Company”) of up to 1,000,000 shares of its common stock (“Common Stock”). This
prospectus supplement is only intended to update, amend and supplement certain information in the Original Prospectus Supplement to the
extent set forth in the following paragraph. You should read this prospectus supplement together with the Original Prospectus Supplement
and Prospectus.
We
expect to close the Offering on or about on or about April 17, 2023. Accordingly, all references to an expected closing date on or about
March 30, 2023, should be replaced with April 17, 2023. We are also filing this prospectus supplement to add additional information about
our “Plan of Distribution” on page S-10 of the Original Prospectus Supplement. The Company engaged Bancroft Capital Inc.,
a broker-dealer registered with the Securities and Exchange Commission and a member of FINRA (the “Broker”) pursuant to a
finder’s agreement dated March 28, 2023 to introduce it to investors. Bancroft introduced the Company to two investors, which have
subscribed for an aggregate of 456,500 shares of Common Stock in this Offering which represents total gross proceeds to the Company of
$1,255,375. For its services, the Broker will receive a finder’s fee equal to 5% of the amount invested by these investors, which
is $62,769.
Investing
in our Common Stock involves a high degree of risk. See “Risk Factors” beginning on page S-6 of the Original Prospectus
Supplement and the information set forth under the caption “Item 1A. Risk Factors” in our most recent Annual Report on Form
10-K, as well as the other information set forth in other filings under the Securities Exchange Act of 1934, as amended, that are incorporated
herein by reference.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this prospectus supplement. Any representation to the contrary is a criminal offense.
The
date of this prospectus supplement is April 17, 2023
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