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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended March 31, 2023
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from _______________ to _______________
Commission
File Number: 001-40715
PetVivo
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
Nevada |
|
99-0363559 |
(State
or other jurisdiction of |
|
(I.R.S.
Employer |
incorporation
or organization) |
|
Identification
No.) |
|
|
|
5251
Edina Industrial Blvd.
Edina,
Minnesota |
|
55439 |
(Address
of principal executive offices) |
|
(Zip
Code) |
(952)
405-6216
(Registrant’s
Telephone Number, Including Area Code)
Securities
registered under Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock |
|
PETV |
|
Nasdaq
Stock Market Inc. |
Warrants |
|
PETVW |
|
Nasdaq
Stock Market Inc. |
Securities
registered under Section 12(g) of the Act: None
Indicate
by check mark if registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
☐
Yes ☒ No
Indicate
by check mark if registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
☐
Yes ☒ No
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). ☒ Yes ☐ No
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 13(a) of the Exchange Act
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☐
Yes ☒ No
As
of September 30, 2022, the aggregate market value of the registrant’s common stock held by non-affiliates was $14,379,312, based
on the closing price of the common stock on the Nasdaq Capital Market on such date.
As
of June 28, 2023, there were 11,824,103 shares of the issuer’s $.001 par value common stock issued and outstanding.
Documents
incorporated by reference. There are no annual reports to security holders, proxy information statements, or any prospectus filed pursuant
to Rule 424 of the Securities Act of 1933 incorporated herein by reference.
TABLE
OF CONTENTS
This
Annual Report on Form 10-K contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created by those sections.
For more information, see “Cautionary Statement Regarding Forward-Looking Statements.”
As
used in this report, the terms “we,” “us,” “our,” “PetVivo,” and the “Company”
mean PetVivo Holdings, Inc. and our consolidated wholly-owned subsidiaries, unless the context indicates another meaning.
The
information contained on or connected to our website is not incorporated by reference into this report.
Cautionary
Statement Regarding Forward-Looking Information
This
Annual Report of PetVivo Holdings, Inc. on Form 10-K contains forward-looking statements, particularly those identified with the words,
“anticipates,” “believes,” “expects,” “plans,” “intends,” “objectives,”
and similar expressions. These statements reflect management’s best judgment based on factors known at the time of such statements.
The reader may find discussions containing such forward-looking statements in the material set forth under “Management’s
Discussion and Analysis and Results of Operations,” generally, and specifically therein under the captions “Liquidity and
Capital Resources” as well as elsewhere in this Annual Report on Form 10-K. Actual events or results may differ materially from
those discussed herein. The forward-looking statements specified in the following information have been compiled by our management on
the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are
impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements. The assumptions
used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are
subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification
and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives
require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated
or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance
can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate,
and we assume no obligation to update any such forward-looking statements.
PART
I
ITEM
1. BUSINESS
Overview
PetVivo
Holdings, Inc. (the “Company,” “PetVivo,” “we” or “us) is an emerging biomedical device company
focused on the manufacturing, commercialization, and licensing of innovative medical devices and therapeutics for animals. The Company
has a pipeline of products for the treatment of animals in various stages of development. A portfolio of nineteen patents protects the
Company’s biomaterials, products, production processes and methods of use. The Company began commercialization of its lead product
Spryng™ with OsteoCushion™ Technology, a veterinarian-administered, intraarticular injection for the management of lameness
and other joint afflictions such as osteoarthritis in dogs and horses, in the second quarter of its fiscal year ended March 31, 2022.
In
August 2021, we received net proceeds of approximately $9.7 million in a registered public offering (“Public Offering”) of
2.5 million units at a public offering price of $4.50 per unit. Each unit consisted of one share of our common stock and one warrant
to purchase one share of our common stock at an exercise price of $5.625 per share. The shares of common stock and warrants were transferable
separately immediately upon issuance. In connection with the Public Offering, the Company’s common stock and warrants were registered
under Section 12(b) of the Exchange Act and began trading on The Nasdaq Capital Market, LLC (“Nasdaq”) under the symbols
“PETV” and “PETVW,” respectively.
The
Company was incorporated in March 2009 under Nevada law. The Company operates from its corporate headquarters in Edina, Minnesota. For
further information, see Note 1, Organization and Description, in the notes to consolidated
financial statements in Part II, Item 8.
Business
Description
The
Company is primarily engaged in the business of commercializing and licensing products in the veterinary market to treat and/or manage
afflictions of companion animals such as dogs and horses. Most of our technology was developed for human biomedical applications, and
we intend to leverage the investments already expended in their development to commercialize treatments for horses and companion animals
in a capital and time-efficient way.
Many
of the Company’s products are derived from proprietary biomaterials that simulate a body’s cellular tissue by virtue of their
reliance upon natural protein and carbohydrate compositions which incorporate such “tissue building blocks” as collagen,
elastin, and proteoglycans such as heparin. Since these are naturally-occurring in the body, we believe they have an enhanced biocompatibility
with living tissues compared to synthetic biomaterials such as those based upon alpha-hydroxy polymers (e.g PLA, PLGA, and the like),
polyacrylamides, and other “natural” biomaterials that may lack the multiple proteins incorporated into our biomaterials.
These proprietary protein-based biomaterials are similar to the body’s tissue thus allowing integration and tissue repair in long-term
implantation in certain applications.
Our
initial product, Spryng™ with OsteoCushion™ technology is a veterinary medical device designed to help reinforce and/or augment
articular cartilage tissue for the management of lameness and other joint-related afflictions, such as osteoarthritis, in horses and
companion animals. Spryng™ with OsteoCushion™ technology is an intra-articular injectable product of biocompatible and insoluble
particles that are slippery, wet-permeable, durable, and resilient to enhance the force cushioning function of the synovial fluid and
cartilage. The particles mimic natural cartilage in composition, structure, and hydration. Multiple joints can be treated simultaneously.
Our particles are comprised of collagen, elastin, and heparin, similar components found in natural cartilage. These particles show an
effectiveness to reinforce and/or augment the cartilage, which enhances the functionality of the joint (e.g. provide cushion or shock-absorbing
features to the joint and to provide joint lubricity).
Osteoarthritis
(“OA”), a common inflammatory joint disease in both dogs and horses, is a chronic, progressive, degenerative joint disease
that is caused by a loss of synovial fluid and/or the deterioration of joint cartilage. Osteoarthritis affects approximately 14 million
dogs and 1 million horses in the $11 billion companion animal veterinary care and product sales market.
Despite
the market size, veterinary clinics and hospitals have very few treatments and/or drugs for use in treating osteoarthritis in dogs, horses,
and other pets. As there is no cure for osteoarthritis, current solutions treat symptoms, but do not manage the cause. The current treatment
for osteoarthritis in dogs generally consists of the use of nonsteroidal anti-inflammatory drugs (or “NSAIDs”) which are
approved to alleviate pain and inflammation but present the potential for side effects relating to gastrointestinal, kidney, and liver
damage and do not halt or slow joint degeneration. The Company offers an alternative to traditional treatments that only address the
symptoms of the affliction. Spryng™ with OsteoCushion™ technology addresses the affliction, loss of synovial fluid and/or
the deterioration of joint cartilage, rather than treating just the symptoms and, to the best of our knowledge, has elicited minimal
adverse side effects in dogs and horses. Spryng™ with OsteoCushion™ technology-treated dogs and horses have shown an increase
in activity even after they no longer are receiving pain medication or other treatments. Other treatments for osteoarthritis include
steroid and/or hyaluronic acid injections, which are used for treating pain, inflammation and/or joint lubrication, but can be slow acting
and/or short lasting.
We
believe Spryng™ with OsteoCushion™ technology is an optimal solution to safely improve joint function in animals for several
reasons:
|
● |
Spryng™
with OsteoCushion™ technology addresses the underlying problems which relate to the deterioration of cartilage causing bones
to contact each other and a lack of synovial fluid. Spryng™ with OsteoCushion™ technology provides a biocompatible lubricious
cushion to the joint, which establishes a barrier between the bones, thereby protecting the remaining cartilage and bone. |
|
● |
Spryng™
with OsteoCushion™ technology is easily administered with the standard intra-articular injection technique. Multiple joints
can be treated simultaneously. |
|
● |
Case
studies indicate many dogs and horses have long-lasting multi-month improvement in lameness after having been treated with Spryng™. |
|
● |
After
receiving a Spryng™ injection, many canines are able to discontinue the use of NSAID’s, eliminating the risk of negative
side effects. |
|
● |
Spryng™
is an effective and economical solution for treating osteoarthritis. A single injection of Spryng™ is approximately $600 to
$900 per joint and typically lasts for at least 12 months. |
Historically,
drug sales represent up to 30% of revenues at a typical veterinary practice (Veterinary Practice News). Revenues and margins at veterinary
practices are being eroded because online, big-box, and traditional pharmacies have recently started filling veterinary prescriptions.
Veterinary practices are looking for ways to replace lost prescription revenues with safe and effective products. Spryng™ with
OsteoCushion™ technology is a veterinarian-administered medical device that should expand practice revenues and margins. We believe
that the increased revenues and margins provided by Spryng™ will accelerate its adoption rate and propel it forward as a standard
of care for canine and equine lameness related to or due to synovial joint issues.
Spryng™
with OsteoCushion™ technology is classified as a veterinary medical device under the United States Food and Drug Administration
(“FDA”) rules and pre-market approval is not required by the FDA. Spryng™ completed a safety and efficacy study in
rabbits in 2007. Since that time, more than 2,000 horses and dogs have been treated with Spryng™. We entered into a clinical trial
services agreement with Colorado State University on November 5, 2020. We expect this university clinical study to be completed in March
2024. Additionally, the Company successfully completed an equine tolerance study in March 2022 and began two canine clinical studies
with Ethos Veterinary Health, the first beginning in May of 2022 with anticipated completion in October 2023, and the second beginning
in June of 2023 with an expected completion in October 2024. We anticipate these and other studies that we plan to initiate will be primarily
used to expand our distribution outlets since the large international and national distributors generally require a third-party university
study and other third-party studies prior to including a product in their catalog of products.
We
commenced sales of SpryngTM in the second quarter of fiscal 2022 and plan to increase
our commercialization efforts of SpryngTM in the United States through our distribution
relationship with MWI Veterinary Supply Co. (“Distributor” or “MWI”) and the use of sales reps, clinical studies,
and market awareness to educate and inform key opinion leaders on the benefits of SpryngTM.
We
entered into a Distribution Services Agreement (“Distribution Agreement”) with MWI on June 17, 2022. Pursuant to the Agreement,
we appointed MWI to distribute, advertise, promote, market, supply, and sell the Company’s lead product, SpryngTM
on an exclusive basis for two (2) years within the United States (the “Territory”), transitioning to a non-exclusive
basis thereafter; provided however that the Company shall extend the exclusivity for an additional one (1) year if MWI achieves certain
performance targets agreed upon by the parties. The Company can continue to sell SpryngTM
within the Territory to established accounts, which include: (a) customers who have purchased SpryngTM
from the Company prior to the date of the Agreement, (b) customers who require that they deal directly with the Company,
(c) governmental agencies, and (d) customers that order via the internet who are not directly solicited by MWI to purchase SpryngTM.
All customers must be licensed veterinary practices.
We
manufacture our products in an ISO 7 certified clean room manufacturing facility in Minneapolis using our patented and scalable self-assembly
production process, which minimizes the infrastructure requirements and manufacturing risks to deliver a consistent, high-quality product
while being responsive to volume requirements. A second ISO cleanroom facility is expected to be operational later this year. We believe
that having two manufacturing facilities will help us minimize supply risks, allow for continued scaling of our production capacity,
and expand our research and development facilities.
We
have a pipeline of therapeutic devices for both veterinary and human clinical applications. Some such devices may be regulated by the
FDA or other equivalent regulatory agencies, including but not limited to the Center for Veterinary Medicine (“CVM”). We
anticipate growing our product pipeline through the acquisition or in-licensing of additional proprietary products from human medical
device companies specifically for use in pets. In addition to commercializing our own products in strategic market sectors and in view
of the Company’s vast proprietary product pipeline, the Company may establish strategic out-licensing partnerships to provide secondary
revenues.
Product
Pipeline
![](https://www.sec.gov/Archives/edgar/data/1512922/000149315223022907/form10-k_001.jpg)
Below
is a listing of applications of our technology that we plan to commercialize or out-license to strategic partners:
Dermal
Filler
Our
biomaterials are constructed from purified water, protein, and carbohydrate, tailored to simulate different body tissues that biologically
integrate (bio-integration). Our biomaterials can be manufactured and used as a dermal filler for wrinkle treatment by injection. These
formed, gel particles fill, integrate, and rejuvenate dermal skin tissue to remove the wrinkle. This product was taken through an FDA
clinical trial under the name CosmetaLife®, see the results here: www.clinicaltrials.gov (NCT00414544).
Cardiovascular
Devices
Our
blood-compatible biomaterial, which allows blood contact and bio-integrative processes to occur without clotting, platelet attachment,
or thrombogenesis, is used to repair cardiovascular tissue. VasoGraft®, a blood vessel graft made from VasoCover™ material,
is designed to mimic natural blood vessel tissue in almost every respect, including the components used.
Drug
Delivery
Unique
fabrication techniques allow us to homogeneously distribute the drug in milligram to nanogram amounts, resulting in optimum performance
and manufacturing capabilities for a variety of delivery methods, such as coatings, injectables, implantables, or transmucosal delivery.
The first planned transmucosal product has been optimized and tested with peptide drugs with better efficacy than oral dosing via swallowing.
Orthopedic
Devices
Another
of our materials can be used in a variety of shapes for orthopedic and dental applications. The first products, OrthoGelic™ and
OrthoMetic™, will be aimed at difficult-to-heal, non-union broken bones, by using particles to fill the empty space. The orthopedic
biomaterial, made to mimic the structural components of bone, can allow integration and healing to fill in the break and exclude non-bone
tissue infiltration.
Intellectual
Property
Our
intellectual property (“IP”) portfolio is comprised of patents, patent applications, trademarks, and trade secrets. We have
issued ten United States Patents. In addition to the United States patent portfolio, we also have nine patents granted in key markets
around the world including Canada, Australia, and countries within the European Union.
We
believe we have developed a broad and deep patent portfolio around our biomaterials and manufacturing processes in addition to the application
of these biomaterials for use as medical devices, medical device coatings, and pharmaceutical delivery devices. The Company secures other
technological know-how by trade secret law and also possesses several trademarks that are either registered or protected pursuant to
trademark common law.
United
States Patents:
|
● |
10,967,104
– Encapsulated or Coated Stent Systems |
|
● |
10,850,006
– Protein Biomaterials and Bioacervates and Methods of Making and Using Thereof |
|
● |
10,744,236
- Protein Biomaterial and Biocoacervate Vessel Graft Systems and Methods of Making and Using Thereof |
|
● |
10,016,534
– Protein Biomaterial and Biocoacervate Vessel Graft Systems and Methods of Making and Using Thereof |
|
● |
9,999,705
– Protein Biomaterials and Bioacervates and Methods of Making and Using Thereof |
|
● |
9,107,937
– Wound Treatments with Crosslinked Protein Amorphous Biomaterials |
|
● |
8,623,393
– Biomatrix Structural Containment and Fixation Systems and Methods of Use Thereof |
|
● |
8,529,939
– Mucoadhesive Drug Delivery Devices and Methods of Making and Using Thereof |
|
● |
8,465,537
– Encapsulated or Coated Stent Systems |
|
● |
8,153,591
– Protein Biomaterials and Biocoacervates and Methods of Making and Using Thereof |
We
have been granted nine foreign patents in certain jurisdictions. We have seven patent applications pending in the U.S. and certain foreign
jurisdictions.
To
maximize the strength and value of our patent portfolio, many of the claims use the transitional term “comprising”, which
is synonymous with “including” This use of transitional language is inclusive or open-ended and does not exclude additional,
unrecited elements or method steps. Our patents also include method claims covering many of the applications and uses of the biomaterials
as medical devices and drug delivery systems. We believe our intellectual property portfolio strongly protects our proprietary technology,
including the composition of raw elements used to produce our formulations, the fabricated biomaterials, and their application in end
products, thereby making our material and devices much more attractive to industry partners.
We
will seek to protect our products and technologies through a combination of patents, regulatory exclusivity, and proprietary know-how.
Our goal is to obtain, maintain and enforce patent protection for our products, formulations, processes, methods, and other proprietary
technologies, preserve our trade secrets, and operate without infringing on the proprietary rights of other parties, both in the United
States and in other countries. Our policy is to actively seek to obtain, where appropriate, the broadest intellectual property protection
possible for our current compounds and any future compounds developed. We also strenuously protect our proprietary information and proprietary
technology through a combination of contractual arrangements, trade secrets, and patents, both in the United States and abroad. However,
even patent protection may not always afford us complete protection against competitors who seek to circumvent our patents.
We
depend upon the skills, knowledge, and experience of our scientific and technical personnel, including those of our company, as well
as that of our advisors, consultants, and other contractors, none of which is patentable. To help protect our proprietary know-how, which
may not be patentable, and inventions for which patents may be difficult to obtain or enforce, we rely on trade secret protection and
confidentiality agreements to protect our interests. To this end, we generally require all of our employees, consultants, advisors, and
other contractors to enter into confidentiality agreements that prohibit disclosure of confidential information and, where applicable,
require disclosure and assignment of ownership to us of the ideas, developments, discoveries, and inventions important to our business.
Companion
Animal Market
Over
the last several decades, we believe the animal health market and industry has become a strong component in the overall U.S. economy
and is more resistant to economic cycles. The veterinary sector is an attractive area to participate in the growth of the broader healthcare
industry without reimbursement risk. The American Pet Products Association (APPA) 2021-2022 National Pet Owners Survey indicates that
$123.6 billion was spent on pets in the U. S. in 2021. Vet care and product sales constitute about $34.3 billion of the market. The growth
in the U.S. companion animal market has been continuing to increase due to the increase in the number of pet-owning households.
The
APPA 2021-2022 National Pet Owners Survey indicates U.S. pet ownership reached record levels in 2022. Specifically, 70% of all U.S. households
owned a pet in 2022. That’s 90.5 million pet-owning households, up from 84.6 million in 2018. In 2022, dogs and cats were the most
popular pet species, owned by 69% and 45% of U.S. households, respectively. APPA also reported that there were 69.0 million dogs and
45.3 million cats in the U.S. APPA reported that 3.5% of U.S. households owned horses in 2022. According to the American Horse Council,
the total number of horses owned by U.S. households was 7.2 million.
Osteoarthritis
Market
Osteoarthritis,
the most common inflammatory joint disease in both dogs and horses, is a progressive condition that is caused by a deterioration of joint
cartilage. Over time, the joint cartilage deterioration creates joint stiffness from mechanical stress resulting in inflammation, pain,
and loss of range of motion, which may be referred to as lameness. Osteoarthritis joint stiffness and lameness worsen with time from
gradual cartilage degeneration and an ongoing loss of protective cushion and lubricity (i.e., loss of slippery padding). As there is
no cure for osteoarthritis, the various treatment methods are focused on managing the related symptoms of pain and inflammation. Veterinarians
recommend several treatments depending on the severity of the disease, including a combination of rest, weight loss, physical rehabilitation,
and a regimen of pain and anti-inflammatory drugs (NSAIDs). NSAIDs are used to alleviate the pain and inflammation caused by OA, but
long-term NSAID use causes gastric problems. Moreover, NSAIDs do not treat the cartilage degeneration issue to halt or slow progression
of the OA condition.
The
Morris Animal Foundation estimates that OA affects approximately 14 million adult dogs in the U.S. and owners consistently report it
as a top concern.
Horse
Osteoarthritis (Lameness)
Equine
osteoarthritis is the most common cause of lameness in horses. Equine OA is expensive
to manage, with estimated annual costs as high as $10,000-15,000 per horse to diagnose, treat, and medicate, researchers found in one
study as referenced in the Horse – Equine Monthly.
As
noted previously, the American Horse Council reported the total number of horses owned by U.S. households was 7.2 million. According
to an annual National Equine Health Survey conducted in collaboration with the British Equine Veterinary Association in 2016, 26% of
horses suffered from lameness. As referenced in the Horse–Equine Monthly, studies show 60% of all lameness issues are related to
OA. Based on the above assumptions we calculate that there are approximately 1.1 million horses suffering from OA.
Distribution
Most
U.S. veterinarians buy a majority of their equipment and supplies from a preferred distributor. More than 75% of veterinarians name Covetrus
North America/Butler Schein Animal Health, Inc., Patterson Veterinary, MWI, Midwest Veterinary Supply, Inc., or Victor Medical Company
as their preferred distributor. Combined, these top-tier distributors sell more than 85%, by revenue, of the products sold to companion
animal veterinarians in the U.S. Covetrus, Patterson, and MWI are recognized by manufacturers, distributors, and veterinarians as the
pre-eminent national companion animal veterinary supply distributors in the US. There are no other distributors that provide equivalent
levels of service to manufacturers and regularly visit veterinarians in as wide a geographic area as Covetrus, Patterson or MWI. Midwest
and Victor are large, regional distributors. The above data in this paragraph was sourced from File No. 101 0023 at the U.S. Federal
Trade Commission.
We
commenced sales of SpryngTM in the second quarter of fiscal 2022 and plan to increase
our commercialization efforts of SpryngTM in the United States through our distribution
relationship with MWI and the use of sales reps, clinical studies, and market awareness to educate and inform key opinion leaders on
the benefits of SpryngTM.
We
entered into a Distribution Agreement with MWI on June 17, 2022. Pursuant to the Distribution Agreement, we appointed MWI to distribute,
advertise, promote, market, supply, and sell the Company’s lead product, SpryngTM
on an exclusive basis for two (2) years within the Territory, transitioning to a non-exclusive basis thereafter; provided however that
the Company shall extend the exclusivity for an additional one (1) year if MWI achieves certain performance targets agreed upon by the
parties. The Company can continue to sell SpryngTM within the Territory to established
accounts, which include: (a) customers who have purchased SpryngTM from the Company prior
to the date of the Agreement, (b) customers who require that they deal directly with the Company, (c) governmental agencies, and (d)
customers that order via the internet who are not directly solicited by MWI to purchase SpryngTM.
All customers must be licensed veterinary practices.
Orthopedic
Joint Treatments
A
treatment for joint pain, which is made of injected, protein-based, biocompatible particles. In vivo studies indicate that the biocompatible
particle device can easily be combined with synovial fluid in a rabbit knee to form a joint cushion, buffering the adjacent bones/cartilage
where no damage was caused to the cartilage from replacing the synovial fluid. The particles show an effectiveness to augment and reinforce
the tissue, cartilage, ligaments and/or bone and/or enhance the functionality of the joint (e.g. reinforce deteriorated components present
in the joint to provide cushion or shock-absorbing features to the joint and to provide joint lubricity).
AppTec
Laboratories accomplished a gel-particle rabbit study. In short, New Zealand white rabbits (6) were injected in both stifle joints (knees)
to fill but not extend the synovial space (~0.5 cc GDP/site). Rabbits were tested every other day for abnormal clinical signs including
range of motion and joint observations until sacrifice. Behavioral testing revealed no abnormal scores for range of motion, withdrawal
response, or joint observations (all animals were 100% normal). At one week and at four weeks the animals were sacrificed. AppTec pathologists
evaluated knee joint histology. The reported cartilage surfaces of the femoral and tibia condyles and the menisci were grossly and histologically
100% normal for all animals and test sites. The test particles were found in all of the injection sites.
The
test particle did not cause changes in the articular cartilage of the femur or tibia when injected into the stifle joint of rabbits.
The test article and control rabbit knees were not different for either 1 or 4-week time points for all histological measurements. In
conclusion, the particles do not cause inflammation or damage to the knee joint and will stick to exposed tissues and biologically integrate
with those tissues. The particles were not found to stick to articular cartilage in any sample.
Regenerative
Characteristics
The
particle devices for joint injections have been extensively studied for a broad range of applications including the treatment of wrinkles
as dermal filler. Here is an overview of the pre-clinical and clinical studies completed for CosmetaLife, which is the name used for
the particle device when it was used as a dermal filler.
CosmetaLife
is an easy-to-inject, water-protein-based dermal filler that not only fills nasolabial wrinkle depressions but also helps rejuvenate
the dermal tissues, counteracting damage that causes wrinkles. The dermal cells are attracted to the CosmetaLife gel-particles, attach
to them, and then slowly replace them with natural dermal material (extracellular matrix). The natural biological replacement process
of CosmetaLife to collagen is estimated to take 6-12 months. CosmetaLife clinical trial on nasolabial folds supports this estimate.
CosmetaLife
injections allow the body to create a more natural dermal structure in and around every particle. Enhancing the natural process of dermal
tissue construction with CosmetaLife allows for long-term dermal contouring, corrections, and rejuvenation with little to no adverse
side effects noted in clinical trials.
Particle
Device Clinical Studies
The
Company has conducted several biocompatibility animal studies. In the implantation study, no abnormal clinical signs were noted for any
of the rabbits. The results of the sensitization study in guinea pigs showed a sensitization response equivalent to the negative controls.
A
Food and Drug Administration (FDA approved pivotal human clinical trial for an investigational device exemption (IDE) for CosmetaLife
began in late 2006. The clinical trial was a randomized, double-blind, parallel assignment, multi-center comparison of the safety and
efficacy of CosmetaLife versus Restylane® (Control) for the correction of nasolabial folds. One hundred seventy-one patients were
skin tested and 145 were treated at six trial sites. The number of study exits after treatment totaled four subjects. This clinical trial
was reported and published at www.clinicaltrials.gov (NCT00414544).
The
feedback from physician investigators was positive with respect to CosmetaLife injection qualities, cosmetic appearance, and its
feel to the touch. During the first three to four months of the study, CosmetaLife showed no decrease in efficacy, as compared to Restylane
which showed an 11 percent decrease in efficacy. The FDA/IDE approved human clinical trial for the CosmetaLife product through twelve
months was found to be the same as compared to control hyaluronic acid product, Restylane (for each interval the consensus of the blinded
subjects tested preferred CosmetaLife or showed no preference at 3, 6, 9 and 12 months).
We
use existing, scalable processes to reduce the infrastructure requirements and manufacturing risks to deliver a consistent, high-quality
product while being responsive to volume requirements. We are able to scale the manufacturing process having made batches in up to 2.0-kilogram
quantities to near GMP (Good Manufacturing Practices) standards.
Particles
Safety Study
Patients
injected with CosmetaLife were found to have no or mild inflammatory, irritation, or immunogenic responses. These results suggest the
particles are biocompatible because it closely matches the skin structure, composition, and moisture content. The no-to-low immunogenic
responses are attributed to the tight cross-linking of the CosmetaLife matrix, which prevents immunogenic progenitor cells from producing
antibodies to the matrix.
In
the clinical trial, the incidence of possible reaction to a skin test was 2.55 percent, with only one subject showing a reaction to a
second test or 0.6%, (1 out of 171). We also have a study report by AppTec, Inc., our Contract Research Organization, that CosmetaLife
did not produce an antibody response during the clinical trial further supporting our belief that it is safe to use.
CosmetaLife
is composed of materials that approximately meet the Generally Regarded As Safe (GRAS) requirements of the FDA. CosmetaLife contains
materials from certified bovine and porcine tissue sources that do not harbor prior disease or Biovine Spongiform Encephalopathy (“BSE”).
Additionally, steps in the manufacturing process have been validated for deactivating all viruses.
Extrusion
force testing and the clinical trial usage both demonstrate the consistent and easy injection of CosmetaLife. Twenty-five month stability
testing shows that CosmetaLife is stable at room temperature conditions. Moreover, CosmetaLife has been shown to be stable at 40 °C
(104 °F) conditions for at least 3 months.
Competition
The
development and commercialization of new animal health medicines is highly competitive, and we expect considerable competition from major
pharmaceutical, biotechnology, and specialty animal health medicines companies. As a result, there are, and likely will continue to be,
extensive research and substantial financial resources invested in the discovery and development of new animal health medicines. Our
potential competitors include large animal health companies, such as Zoetis, Inc.; Merck Animal Health, the animal health division of
Merck & Co., Inc.; Merial, the animal health division of Sanofi S.A.; Elanco, the animal health division of Eli Lilly and Company;
Bayer Animal Health, the animal health division of Bayer AG; NAH, the animal health division of Novartis AG; Boehringer Ingelheim Animal
Health, the animal health division of Boehringer Ingelheim GmbH; Virbac Group; Ceva Animal Health; Vetoquinol and Dechra Pharmaceuticals
PLC. We are also aware of several smaller early stage animal health companies, such as Kindred Bio, Aratana Therapeutics Inc. (recently
acquired by Elanco), NextVet, and VetDC that are developing products for use in the pet therapeutics market.
Regulation
–Veterinary and Human Use
Our
lead product, Spryng™, and other medical devices that we may manufacture for both veterinary and human applications, are or will
be subject to regulation by numerous regulatory bodies, including the FDA and comparable international regulatory agencies. These agencies
require manufacturers of medical devices to comply with applicable laws and regulations governing the development, testing, manufacturing,
labeling, marketing, and distribution of medical devices. Medical devices are generally subject to varying levels of regulatory control
depending on whether they are for use in humans or animals.
Veterinary
Use
The
Federal Food, Drug, and Cosmetic Act (“FDCA”) and FDA regulations establish the system for the regulation of medical devices
intended for animal use in the United States. Our lead product, Spryng™, is subject to these regulations, as well as other applicable
federal, state, and local laws and regulations. The FDA has regulatory oversight over devices intended
for animal use and can take appropriate regulatory action if an animal device is misbranded or adulterated.
The
FDA does not require submission of a 510(k), PMA, or any other pre-market approvals for the medical devices intended for use with animals.
Device manufacturers who exclusively manufacture or distribute veterinary devices are not required to register their establishments or
to list veterinary devices. They also are exempt from post-marketing reporting. It is the responsibility of the manufacturer or distributor
of these products to assure that these animal devices are safe, effective, and properly labeled. The FDA recommends manufacturers and/or
distributors of veterinary medical devices request a review of their product labeling and promotional literature to ensure compliance
with the FDCA. This recommendation also applies to devices marketed in another country or imported into the U.S.
Human
Use
The
FDA establishes a comprehensive system for the regulation of medical devices intended for human use. If we begin marketing and developing
medical devices for use in humans, our future products would be subject to these regulations, as well as other federal, state, and local
laws and regulations. The FDA is responsible for the overall enforcement of quality, regulatory, and statutory requirements governing
the use of medical devices in humans.
The
FDA classifies medical devices into one of three classes — Class I, Class II, or Class III — depending on their level of
risk and the types of controls that are necessary to assure device safety and effectiveness. The class assignment determines the type
of premarketing submission or application, if any, that will be required before marketing in the U.S. We expect that our future products
for humans would be in Class II or Class III.
We
would need to obtain specific permission from the FDA to distribute a new device in the United States and we expect that some form of
marketing authorization will be necessary for our devices. Marketing authorization is generally sought and obtained in one of two ways.
The first process requires that a pre-market notification (510(k) Submission) be made to the FDA to demonstrate that the device is as
safe and effective as, or “substantially equivalent” to, a legally-marketed device that is not subject to pre-market approval
(“PMA”). A legally-marketed device is a device that (i) was legally marketed prior to May 28, 1976, (ii) has been reclassified
from Class III to Class II or I, or (iii) has been found to be substantially equivalent to another legally-marketed device following
a 510(k) Submission. The legally-marketed device to which equivalence is drawn is known as the “predicate” device. Applicants
must submit descriptive data and, when necessary, performance data to establish that the device is substantially equivalent to a predicate
device. In some instances, data from human clinical studies must also be submitted in support of a 510(k) Submission. If so, this data
must be collected in a manner that conforms with specific requirements in accordance with federal regulations including the IDE and Human
Subjects Protections or “Good Clinical Practice” regulations.
After
the 510(k) application is submitted, the applicant cannot market the device unless FDA issues “510(k) clearance” deeming
the device substantially equivalent. After an applicant has obtained clearance, the changes to existing devices covered by a 510(k) Submission
that do not significantly affect safety or effectiveness can generally be made without additional 510(k) Submissions, but evaluation
of whether a new 510(k) is needed is a complex regulatory issue, and changes must be evaluated on an ongoing basis to determine whether
a proposed change triggers the need for a new 510(k), or even PMA. The 510(k) clearance pathway is not available for all devices: whether
it is a suitable path to market depends on several factors, including regulatory classifications, the intended use of the device, and
technical and risk-related issues for the device.
The
second, more rigorous, process requires that an application for PMA be made to the FDA to demonstrate that the device is safe and effective
for its intended use as manufactured. This approval process applies to most Class III devices. A PMA submission includes data regarding
design, materials, bench and animal testing, and human clinical data for the medical device. Again, clinical trials are subject to extensive
FDA regulation. Following completion of clinical trials and submission of a PMA, the FDA will authorize commercial distribution if it
determines there is reasonable assurance that the medical device is safe and effective for its intended purpose. This determination is
based on the benefit outweighing the risk for the population intended to be treated with the device. This process is much more detailed,
time-consuming, and expensive than the 510(k) process. Also, FDA may impose a variety of conditions on the approval of a PMA.
Both
before and after a device for the U.S. market is commercially released, we would have ongoing responsibilities under FDA regulations.
The FDA reviews design and manufacturing practices, labeling and record keeping, and manufacturers’ required reports of adverse
experiences and other information to identify potential problems with marketed medical devices. We would also be subject to periodic
inspection by the FDA for compliance with the FDA’s quality system regulations, which govern the methods used in, and the facilities
and controls used for, the design, manufacture, packaging, and servicing of all finished medical devices intended for human use. In addition,
the FDA and other U.S. regulatory bodies (including the Federal Trade Commission, the Office of the Inspector General of the Department
of Health and Human Services, the Department of Justice (DOJ), and various state Attorneys General) monitor the manner in which we promote
and advertise our products. Although physicians are permitted to use their medical judgment to employ medical devices for indications
other than those cleared or approved by the FDA, we are prohibited from promoting products for such “off-label” uses and
can only market our products for cleared or approved uses. If the FDA were to conclude that we are not in compliance with applicable
laws or regulations, or that any of our medical devices are ineffective or pose an unreasonable health risk, the FDA could require us
to notify health professionals and others that the devices present unreasonable risks of substantial harm to the public health, order
a recall, repair, replacement, or refund of such devices, detain or seize adulterated or misbranded medical devices, or ban such medical
devices. The FDA may also impose operating restrictions, enjoin and/or restrain certain conduct resulting in violations of applicable
law pertaining to medical devices, including a hold on approving new devices until issues are resolved to its satisfaction, and assess
civil or criminal penalties against our officers, employees, or us. The FDA may also recommend prosecution to the DOJ. Conduct giving
rise to civil or criminal penalties may also form the basis for private civil litigation by third-party payers or other persons allegedly
harmed by our conduct.
The
delivery of our devices in the U.S. for human use would be subject to regulation by the U.S. Department of Health and Human Services
and comparable state agencies responsible for reimbursement and regulation of healthcare items and services. U.S. laws and regulations
are imposed primarily in connection with the Medicare and Medicaid programs, as well as the government’s interest in regulating
the quality and cost of health care.
Federal
healthcare laws apply when we or customers submit claims for items or services that are reimbursed under Medicare, Medicaid, or other
federally-funded healthcare programs. The principal federal laws include: (1) the False Claims Act which prohibits the submission of
false or otherwise improper claims for payment to a federally-funded health care program; (2) the Anti-Kickback Statute which prohibits
offers to pay or receive remuneration of any kind for the purpose of inducing or rewarding referrals of items or services reimbursable
by a Federal health care program; (3) the Stark law which prohibits physicians from referring Medicare or Medicaid patients to a provider
that bills these programs for the provision of certain designated health services if the physician (or a member of the physician’s
immediate family) has a financial relationship with that provider; and (4) health care fraud statutes that prohibit false statements
and improper claims to any third-party payer. There are often similar state false claims, anti-kickback, and anti-self-referral and insurance
laws that apply to state-funded Medicaid and other health care programs and private third-party payers. In addition, the U.S. Foreign
Corrupt Practices Act can be used to prosecute companies in the U.S. for arrangements with physicians, or other parties outside the U.S.
if the physician or party is a government official of another country and the arrangement violates the law of that country.
The
laws that are applicable to us are subject to change, and subject to evolving interpretations. If a governmental authority were
to conclude that we are not in compliance with applicable laws and regulations, we and our officers and employees could be subject to
severe criminal and civil penalties including substantial fines and damages, and exclusion from participation as a supplier of product
to beneficiaries covered by Medicare or Medicaid.
International
Sales
At
the present time, we are not selling any products outside the United States. If we were to commence sales internationally, we would set
up a marketing and compliance program dedicated to our international sales.
The
process of obtaining clearance to market products in countries outside the United States is costly and time-consuming. Countries around
the world have recently adopted more stringent regulatory requirements, which are expected to add to the delays and uncertainties associated
with selling Spryng™ or other new products internationally, as well as the clinical and regulatory costs of supporting these products.
In addition, regulations regarding the development, manufacture, and sale of medical devices are subject to future change. We cannot
predict what impact, if any, those changes might have on our business. If we begin selling our products internationally, failure to comply
with these regulatory requirements could have a material adverse effect on our business, financial condition, and results of operations.
Research
and Development
The
Company is currently pursuing advancements in the composition methods of manufacture and use for its proprietary biomaterials. It is
anticipated that within the next twelve months the Company will pursue additional third-party studies related to the use of Spryng™
for the treatment of osteoarthritis in canine and equine patients. The Company also anticipates that resources will be expended
to advance and improve the manufacturing systems for Spryng™ that will increase
product volume and overall efficiency. Finally, the Company anticipates that research and testing will be conducted in the next eighteen
months involving the existing Spryng™ formulation and other variations to identify
and determine the next commercial product(s) that may be administered to the digital cushion of horses for the treatment of navicular
disease.
Employees
and Human Capital
As
of June 29, 2023, we have 25 employees. We also engage outside consultants to assist with research and development, clinical development
and regulatory matters, investor relations, operations, and other functions from time to time.
The
Company believes that its success depends on the ability to attract, develop, and retain key personnel. It also believes that the skills,
experience, and industry knowledge of its employees significantly benefit its operations and performance. The Company believes that it
offers competitive compensation and other means of attracting and retaining key personnel. None of our employees are represented by a
labor union and we believe that our relationships with our employees are good.
Insurance
We
currently maintain a “life science” commercial insurance policy with coverage in the amount of $5 million for our products
and operations. The policy has been designed for those engaged in the life science business. We may face claims in excess of the limits
of such insurance. As well, claims made against us may fall outside of our coverage. The policy is a “claims made” policy.
Thus, our coverage must be maintained at the time a claim is made for us to be entitled to seek coverage from the issuer of the policy
for such claims.
Available
Information
We
make available, free of charge and through our Internet website at www.petvivo.com, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K, and any amendments to any such reports filed or furnished pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after we electronically file such material with, or
furnish it to, the Securities and Exchange Commission (“SEC”). Reports filed with the SEC also may be viewed at www.sec.gov.
We include our website throughout this report for reference only. The information contained on or connected to our website is not
incorporated by reference into this report.
ITEM
1A. RISK FACTORS
An
investment in our common stock and warrants involves a high degree of risk. You should carefully consider the following described risks
together with all other information included in this prospectus before making an investment decision with regard to this offering. If
one or more of the following risks occurs, our business, financial condition, and results of operations could be materially harmed, which
most likely would result in a decline in the trading price of our common stock and warrants and investors losing part or even all of
their investment.
Risks
Relating to Our Financial Condition
We
have incurred substantial losses to date and could continue to incur such losses.
We
have incurred substantial losses since commencing our current business. For the year ended March 31, 2023, we lost approximately $8.7
million and had an accumulated deficit of approximately $71.8 million. Our revenues were $917,162 and $115,586 in fiscal 2023 and 2022,
respectively. In order to achieve and sustain future revenues, we must succeed in our current efforts to commercialize Spryng™
for the treatment of dogs and horses suffering from osteoarthritis. That will require us to produce our products effectively in commercial
quantities, establish adequate sales and marketing systems, conduct clinical trials and tests which show the safety and efficacy of Spryng™
in dogs and horses and gain significant support from veterinarians in the use of our products. We expect to continue to incur losses
until such time, if ever, as we succeed in significantly increasing our revenues and cash flow beyond what is necessary to fund our ongoing
operations and pay our obligations as they become due. We may never generate revenues sufficient to become profitable or to sustain profitability.
If
we are unable to obtain sufficient funding, we may have to reduce materially or even discontinue our business.
As
of March 31, 2023, we have cash or cash equivalents of $475,000. In April 2023, the Company raised approximately $2,094,000 in net proceeds
from a registered direct offering after deducting offering expenses of $25,305, and placement fees of $63,456. We anticipate that these
proceeds will be adequate to satisfy our operational and capital requirements through July 2023. We will need to seek additional
financing beyond this three-month period to continue our operations. We also most likely will require additional financing to develop
additional new products or to expand into foreign markets. Accordingly, our ability to commercialize Spryng™ and other products
will be dependent on our receipt of the net proceeds from our future financings.
Along
with establishing effective production, marketing, sales, and distribution of Spryng™ and other products, we believe that our future
capital requirements depend upon many factors with some of them beyond our control, including our ability to establish an adequate base
of veterinarian clinics using our products, costs in obtaining patents and any required regulatory approvals for future products, costs
of any future target animal studies, costs related to new product development, costs of finished product inventory, expenses to attract
and retain skilled personnel as needed, costs related to being a listed public company, and the costs of any future acquisitions of existing
companies or IP technologies. There is no assurance that future additional capital will be available to us as needed, or if available
upon terms acceptable to us.
Risks
Relating to Our Business and Industry
We
have a limited operating history upon which to base an evaluation of our business prospects.
We
were incorporated in March 2009 and have a limited operating history upon which to base an evaluation of our business prospects. We did
not begin generating notable revenues from the sale of Spryng™ until the second quarter of fiscal 2023. Our limited operating history
makes an evaluation of our business and prospects very difficult. Our prospects must be considered speculative, especially considering
the risks, expenses, and difficulties frequently encountered in the establishment of an early-stage company. Our ability to operate our
business successfully remains unknown and untested. If we cannot commercialize our products effectively, or are significantly delayed
or limited in doing so, our business and operations will be harmed substantially, and we may even need to cease operations.
We
are substantially dependent upon the success of Spryng™ and any failure of Spryng™ to achieve market acceptance would harm
us significantly.
We
have one lead product, Spryng™, which is in commercial production. Our future prospects rely heavily on the successful marketing
of this product. In addition to establishing effective production, marketing, sales, distribution and training for the use of Spryng™,
we believe its successful commercialization will depend on other material factors including our ability to educate and convince veterinarians
and pet owners about the benefits, safety and effectiveness of Spryng™, the occurrence and severity of any side effects to pets
from use of our products, maintaining regulatory compliance and effective quality control for our products, our ability to maintain and
enforce our patents and other intellectual property rights, any increased manufacturing costs from third-party contractors or suppliers,
and the availability, cost and effectiveness of treatments offered by competitors.
Our
lead product, Spryng™, will face significant competition in our industry, and our failure to compete effectively may prevent us
from achieving any significant market penetration.
The
development and commercialization of animal care products is highly competitive, including significant competition from major pharmaceutical,
biotechnology, and specialty animal health medical companies. Our competitors include Zoetis, Inc.; Merck Animal Health, the animal health
division of Merck & Co., Inc.; Merial, the animal health division of Sanofi, S.A.; Elanco, the animal health division of Eli Lilly
and Company; Bayer Animal Health, the animal health division of Bayer AG; Novartis Animal Health, the animal health division of Novartis
AG; Boehringer Ingelheim Animal Health; Virbac Group; Ceva Animal Health; Vetaquinol; and Dechra Pharmaceuticals PLC. There also are
several smaller-stage animal health companies that have recently emerged in our industry and are developing therapeutic products that
may compete with Spryng™, including Kindred Bio, Aratana Therapeutics, Next Vet, and VetDC.
Since
we are an early-stage company with limited operations and financing, virtually all our competitors have substantially more financial,
technical and personnel resources than us. Most of them also have established brands and substantial experience in the development, production,
regulation, and commercialization of animal health care products. Regarding our development of any new products or technology, we also
compete with academic institutions, governmental agencies and private organizations that conduct research in the field of animal health
medicines. We expect that competition in our industry is based on several factors including primarily product reliability and effectiveness,
product pricing, product branding, adequate patent and other IP protection, safety of use, and product availability.
Although
for the foreseeable future, our efforts and financial resources will continue to focus on successfully commercializing Spryng™,
our future business strategy plan includes the identification of additional animal care products we may license, acquire, or develop,
and then commercializing such products into a branded product portfolio along with Spryng™. Even if we successfully license, acquire
or develop such animal care products from our proprietary technology, or acquire any such new products, we may still fail to commercialize
them successfully for various reasons, including competitors offering alternative products which are more effective than ours, our discovery
of third-party IP rights already covering the products, harmful side effects caused to animals by the products, inability to produce
products in commercial quantities at an acceptable cost, or the products not being accepted by veterinarians and pet owners as being
safe or effective. If we fail to successfully obtain and commercialize future new animal care products, our business and prospects may
be harmed substantially.
We
will rely on third parties to conduct studies of our current and new products, and if these third parties do not successfully perform
their contracted commitments effectively or substantially fail to meet expected study deadlines, we could be delayed from effectively
commercializing our future products.
We
have entered into clinical trial services agreements with Colorado State University and Ethos Veterinary Health. In the future, we may
engage other educational institutions with a veterinary medical curriculum to conduct studies of Spryng™ and other products to
be introduced by us. We expect to have limited control over the timing and resources that such third parties will devote to the studies.
Although we must rely on third parties to conduct our studies, we remain responsible for ensuring any of our studies are conducted in
compliance with protocols, regulations, and standards set by industry regulatory authorities and commonly referred to as current good
clinical practices (“cGCPs”) and good laboratory practices (“GLPs”). These required clinical and laboratory practices
include many items regarding the conducting, monitoring, recording, and reporting the results of target animal studies to ensure that
the data and results of these studies are objective and scientifically credible and accurate.
Our
success is highly dependent on the clinical advancement of our products and adverse results in clinical trials and other studies could
prevent us from effectively commercializing our future products
There
can be no assurance that clinical trials or studies of Spryng™ and our other products will demonstrate the safety and efficacy
of such products in a statistically significant manner. Failure to show efficacy or adverse results in clinical trials or studies could
significantly harm our business. While some clinical trials and studies of our product candidates may show indications of safety and
efficacy, there can be no assurance that these results will be confirmed in subsequent clinical trials or studies or provide a sufficient
basis for regulatory approval, if required. In addition, side effects observed in clinical trials or studies, or other side effects that
appear in later clinical trials or studies, may adversely affect our or our distributors’ ability to market and commercialize our
products.
Our
operations rely on third parties to produce our raw materials to produce our products.
We
rely on independent third parties to produce the raw materials (e.g. collagen, elastin, and heparin) that we use to produce our Spryng™
products. As such, we are dependent upon their services and will not be in a position to control their operations as we might if we directly
produced these raw materials. While we believe the raw materials used to manufacture Spryng™ products are readily available and
can be obtained from multiple reliable sources on a timely basis, circumstances outside our control may impair our ability to have an
adequate supply of raw materials to produce our Spryng™ products.
If
we experience the rapid commercial growth of Spryng™, we may not be able to manage such growth effectively.
We
contemplate rapid growth for our business as we bring our Spryng™ product to new customers and anticipate that this will place
significant demands on our management and our operational and financial resources. Our organizational structure will become more complex
as we add additional personnel, and we would likely require more financial and staff resources to support and continue our growth. If
we are unable to manage our growth effectively, our business, financial condition, and results of operations may be materially harmed.
Our
Distribution Agreement with MWI is important to our business and if we were to lose our Distribution Agreement it would adversely affect
our revenues and profitability.
We
entered into a Distribution Agreement with MWI in June 2022. Our Distribution Agreement with MWI is important to our business. We generated
69% of our total revenues from Spryng™ products sold under the Distribution Agreement in the fiscal year ended March 31, 2023.
If we were to lose our Distribution Agreement, it would have an adverse effect on our revenues and net income.
If
our current sales and marketing program is insufficient or inadequate to support the current introduction of our Spryng™ product,
we may not be able to sell this product in quantities to become commercially successful.
We
commenced sales of Spryng™ in the second quarter of fiscal 2022 and plan to increase our commercialization efforts for Spryng™
in the United States through our direct sales to veterinarians and our distributorship relationship with MWI. There are significant risks
involved in our building and managing an effective sales and marketing program, including our ability to manage and support our distribution
relationship with MWI, our ability to hire, adequately train, maintain, and motivate qualified sales representatives for direct sales
and to support our sales to MWI, to generate sufficient sales leads and other contacts, and establish effective product distribution
channels. Any failure or substantial delay in the development of our internal sales and marketing program and distribution capabilities
would adversely impact our business and financial condition.
Our
business will depend significantly on the sufficiency and effectiveness of our marketing and product promotional programs and incentives.
Due
to the highly competitive nature of our industry, we must effectively and efficiently promote and market our products through the Internet,
television and print advertising, social media, and through trade promotions and other incentives to sustain and improve our competitive
position in our market. Moreover, from time to time we may have to change our marketing strategies and spending allocations based on
responses from our veterinarian customers and pet owners. If our marketing, advertising, and trade promotions are not successful to create
and sustain consistent revenue growth or fail to respond to marketing strategy changes in our industry, our business, financial condition,
and results of operations may be adversely affected.
Any
damage to our reputation or our brand may materially harm our business.
Developing,
maintaining, and expanding our reputation and brand with veterinarians, pet owners, and others will be critical to our success. Our brand
may suffer if our marketing plans or product initiatives are unsuccessful. The importance of our brand and demand for our products may
decrease if competitors offer products with benefits similar to or as effective as our products and at lower costs to consumers. Although
we maintain procedures to ensure the quality, safety and integrity of our products and their production processes, we may be unable to
detect or prevent product and/or ingredient quality issues such as contamination or deviations from our established procedures. If any
of our products cause injury to animals, we may incur material expenses for product recalls, and may be subject to product liability
claims, which could damage our reputation and brand substantially.
If
we fail to attract and retain qualified management and key scientific personnel, we may be unable to successfully commercialize our current
products or develop new products effectively.
Our
success will significantly be dependent upon our current management and key scientific technicians, and also on our ability to attract,
retain and motivate future management and employees. We are highly dependent upon our current management and technology personnel, and
the loss of the services of any of them could delay or prevent the successful commercialization or development of current or future products.
Competition to obtain qualified personnel in the animal health field is intense due to the limited number of individuals possessing the
skills and experience required by our industry. We may not be able to attract or retain qualified personnel as needed on acceptable terms,
or at all, which would harm our business and operations.
Natural
disasters and other events beyond our control could materially adversely affect us.
Natural
disasters or other catastrophic events may cause damage or disruption to our operations, international commerce and the global economy,
and thus could have a strong negative effect on us. Our business operations are subject to interruption by natural disasters, fire, power
shortages, pandemics (including the ongoing Coronavirus (COVID-19) epidemic) and other events beyond our control. Although we maintain
crisis management and disaster response plans, such events could make it difficult or impossible for us to deliver our services to our
customers, and could decrease demand for our services.
Risks
Relating to Manufacturing
We
may not be able to manage our manufacturing and supply chain effectively, which would harm our results of operations.
We
must accurately forecast demand for our products in order to have adequate product inventory available to fill customer orders timely.
Our forecasts will be based on multiple assumptions that may cause our estimates to be inaccurate, and thus affect our ability to ensure
adequate manufacturing capability to satisfy product demand. Any material delay in our ability to obtain timely product inventories from
our manufacturing facility and our ingredient suppliers could prevent us from satisfying increased consumer demand for our products,
resulting in material harm to our brand and business. In addition, we will need to continuously monitor our inventory and product mix
against forecasted demand to avoid having inadequate product inventory or having too much product inventory on hand. If we are unable
to manage our supply chain effectively, our operating costs may increase materially.
Risks
Relating to our Intellectual Property
Failure
to protect our intellectual property could harm our competitive position or cause us to incur significant expenses and personnel resources
to enforce our rights.
Our
success will depend significantly upon our ability to protect our intellectual property (“IP”) rights, including patents,
trademarks, trade secrets, and process know-how, which valuable assets support our brand and the perception of our products. We rely
on patent, trademark, trade secret, and other intellectual property laws, as well as non-disclosure and confidentiality agreements to
protect our intellectual property. Our non-disclosure and confidentiality agreements may not always effectively prevent disclosure of
our proprietary IP rights, and may not provide an adequate remedy in the event of an unauthorized disclosure of such information, which
could harm our competitive position. We also may need to engage in costly litigation to enforce or protect our patent or other proprietary
IP rights, or to determine the validity and scope of proprietary rights of others. Any such litigation could require us to expend significant
financial resources and also divert the efforts and attention of our management and other personnel from our ongoing business operations.
If we fail to protect our intellectual property, our business, brand, financial condition, and results of operations may be materially
harmed.
We
may be subject to intellectual property infringement claims, which could result in substantial damages and diversion of the efforts and
attention of our management.
We
must respect prevailing third-party intellectual property, and the procedures and steps we take to prevent our misappropriation, infringement,
or other violation of the intellectual property of others may not be successful. If third parties assert infringement claims against
us, our suppliers, or veterinarians using our products and technology, we could be required to expend substantial financial and personnel
resources to respond to and litigate or settle any such third-party claims. Although we believe our patents, manufacturing processes
and products do not infringe in any material respect on the intellectual property rights of other parties, we could be found to infringe
on such proprietary rights of others. Any claims that our products, processes, or technology infringe on third-party rights, regardless
of their merit or resolution could be very costly to us and also materially divert the efforts and attention of our management and technical
personnel. Any adverse outcome to us from one or more such claims against us could, among other things, require us to pay substantial
damages, to cease the sale of our products, to discontinue our use of any infringing processes or technology, to expend substantial resources
to develop non-infringing products or technology, or to license technology from the infringed party. If one or more of such adverse outcomes
occur, our ability to compete could be affected significantly and our business, financial condition and results of operations could be
harmed substantially.
Risks
Relating to Regulation
We
may be unable to obtain required regulatory approvals for future products timely or at all, and the denial or substantial delay of any
such approval could delay materially or even prevent our efforts to commercialize new products, which could adversely impact our ability
to generate future revenues.
Based
on our determination that our Spryng™ products are a device for the treatment of animals rather than being a pharmaceutical product,
we believe we are not required to obtain regulatory approval to produce and market them for their current intended uses. However, we
have not received confirmation from any regulatory authority that our determination is correct. The production, marketing, and sale of
any future products for the treatment of animals based on our proprietary technology may require us to obtain regulatory approval from
the Center for Veterinarian Medicine (“CVM”), a branch of the FDA, and/or the USDA, and also certain state regulatory authorities.
Any substantial delay or inability to obtain required regulatory approvals for any new products developed by us could substantially delay
or even prevent their commercialization, which would materially adversely impact our business and prospects.
Moreover,
at such future time that we commence business internationally, our products will need to obtain regulatory approval for labeling, marketing,
and sale in foreign countries from authorities such as the European Commission (“EU”) or the European Medicine Agency (“EMA”).
Any substantial delay or inability to obtain any necessary foreign regulatory approvals for our products could harm our business and
prospects materially.
Risks
Relating to our Information Technology
A
failure of one or more key information technology systems, networks, or processes may harm our ability to conduct our business effectively.
The
effective operation of our business and operations will depend significantly on our information technology and computer systems. We will
rely on these systems to effectively manage our sales and marketing, accounting and financial, and legal and compliance functions, new
product development efforts, research and development data, communications, supply chain and product distribution, order entry and fulfillment,
and other business processes. Any material failure of our information technology systems to perform satisfactorily, or their damage or
interruption from circumstances beyond our control such as power outages or natural disasters, could disrupt our business materially
and result in transaction errors, processing inefficiencies, and even the loss of sales and customers., causing our business and results
of operations to suffer materially.
Risks
Relating to Our Company
If
we fail to comply with the continued listing requirements of Nasdaq, our common stock may be delisted and the price of our common stock
and our ability to access the capital markets could be negatively impacted.
Our
common stock and warrants are currently listed for trading on Nasdaq. On February 17, 2023, we received Notice from Nasdaq stating that
the Company no longer complies with the minimum stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1) for continued
listing. Pursuant to this letter, we were required to submit a plan of compliance to Nasdaq on or before April 3, 2023, which requirement
was met. On May 2, 2023, Nasdaq sent us a letter advising us that it has extended our compliance date until August 16, 2023. If we are
unable to satisfy Nasdaq’s continued listing requirements, including, the minimum stockholders’ equity requirement of $2.5
million on or before August 16, 2023, our common stock and publicly traded warrants may be delisted from Nasdaq. Any delisting action
would have a material adverse effect on our business.
Ownership
and control of our Company is concentrated in our management.
As
of June 1, 2023, our officers and directors beneficially own or control approximately 27% of our outstanding shares of common stock.
This concentrated ownership and control by our management could adversely affect the status and perception of our common stock and/or
warrants. In addition, any material sales of common stock by our management, or even the perception that such sales will occur, could
cause a material decline in the trading price of our common stock and/or warrants.
Due
to this ownership concentration, our management has the ability to influence all matters requiring stockholder approval including the
election of all directors, the approval of mergers or acquisitions, and other significant corporate transactions. Any person acquiring
our common stock most likely will have no effective voice in the management of our Company. This ownership concentration also could delay
or prevent a change of control of the Company, which could deprive our stockholders from receiving a premium for their common shares.
The
market price of our common stock is highly volatile because of several factors, including a limited public float.
The
market price of our common stock has been volatile in the past and the market price of our common stock and our warrants is likely to
be highly volatile in the future. You may not be able to resell shares of our common stock following periods of volatility because of
the market’s adverse reaction to volatility.
Other
factors that could cause such volatility may include, among other things:
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actual
or anticipated fluctuations in our operating results; |
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the
absence of securities analysts covering us and distributing research and recommendations about us; |
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we
may have a low trading volume for a number of reasons, including that a large portion of our stock is closely held; |
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overall
stock market fluctuations; |
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announcements
concerning our business or those of our competitors; |
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actual
or perceived limitations on our ability to raise capital when we require it, and to raise such capital on favorable terms; |
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conditions
or trends in the industry; |
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litigation; |
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changes
in market valuations of other similar companies; |
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future
sales of common stock; |
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departure
of key personnel or failure to hire key personnel; and |
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general
market conditions. |
Any
of these factors could have a significant and adverse impact on the market price of our common stock. In addition, the stock market in
general has at times experienced extreme volatility and rapid decline that has often been unrelated or disproportionate to the operating
performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock and/or
warrants, regardless of our actual operating performance.
Our
common stock has in the past been a “penny stock” under SEC rules, and if our common stock is deemed to be a “penny
stock,” it will be more difficult to resell our securities.
In
the past, our common stock was a “penny stock” under applicable Securities and Exchange Commission (“SEC”) rules
(generally defined as non-exchange traded stock with a per-share price below $5.00). While our common stock is currently not considered
a “penny stock,” if we do not continue to satisfy the requirements to be exempt from the “penny stock” rules,
it will be more difficult to resell our securities. “Penny stock” rules impose additional sales practice requirements on
broker-dealers that recommend the purchase or sale of penny stocks to persons other than those who qualify as “established customers”
or “accredited investors.” For example, broker-dealers must determine the appropriateness for non-qualifying persons of investments
in penny stocks. Broker-dealers must also provide, prior to a transaction in a penny stock not otherwise exempt from the rules, a standardized
risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also
must provide the customer with current bid and offer quotations for the penny stock, disclose the compensation of the broker-dealer and
its salesperson in the transaction, furnish monthly account statements showing the market value of each penny stock held in the customer’s
account, provide a special written determination that the penny stock is a suitable investment for the purchaser, and receive the purchaser’s
written agreement to the transaction.
Legal
remedies available to an investor in “penny stocks” may include the following:
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If
a “penny stock” is sold to the investor in violation of the requirements listed above, or other federal or state securities
laws, the investor may be able to cancel the purchase and receive a refund of the investment. |
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If
a “penny stock” is sold to the investor in a fraudulent manner, the investor may be able to sue the persons and firms
that committed the fraud for damages. |
These
requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes
subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers
from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. These requirements
may restrict the ability of broker-dealers to sell our common stock or our warrants and may affect your ability to resell our common
stock and our warrants.
Many
brokerage firms will discourage or refrain from recommending investments in penny stocks. Most institutional investors will not invest
in penny stocks. In addition, many individual investors will not invest in penny stocks due, among other reasons, to the increased financial
risk generally associated with these investments. For these reasons, penny stocks may have a limited market and, consequently, limited
liquidity. We can give no assurance that our common stock will not be classified as a “penny stock” in the future.
We
are required to comply with certain provisions of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley
Act”, which relate to maintaining effective internal control over financial reporting, and if we fail to continue to comply, our
business could be harmed, and the price of our securities could decline.
Rules
adopted by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act require an annual assessment of internal control over financial
reporting, and for certain issuers, an attestation of this assessment by the issuer’s independent registered public accounting
firm. The standards that must be met for management to assess the internal control over financial reporting as effective are evolving
and complex, and require significant documentation, testing, and possible remediation to meet the detailed standards. We expect to incur
significant expenses and to devote resources to Section 404 compliance on an ongoing basis. It is difficult for us to predict how long
it will take or costly it will be to complete the assessment of the effectiveness of our internal control over financial reporting for
each year and to remediate any deficiencies in our internal control over financial reporting. As a result, we may not be able to complete
the assessment and remediation process on a timely basis. In the event that our Chief Executive Officer or Chief Financial Officer determines
that our internal control over financial reporting is not effective as defined under Section 404, we cannot predict how regulators will
react or how the market prices of our securities will be affected; however, we believe that there is a risk that investor confidence
and the market value of our securities may be negatively affected.
We
do not anticipate paying any dividends on our common stock for the foreseeable future.
We
have not paid any dividends on our common stock to date, and we do not anticipate paying any such dividends in the foreseeable future.
We anticipate that any earnings experienced by us will be retained to finance the implementation of our operational business plan and
expected future growth.
The
elimination of monetary liability against our directors and executive officers under Nevada law and the existence of indemnification
rights held by them granted by our Bylaws could result in substantial expenditures by us.
Our
Articles of Incorporation eliminate the personal liability of our directors and officers to the Company and its stockholders for damages
for breach of fiduciary duty to the maximum extent permissible under Nevada law. In addition, our Bylaws provide that we are obligated
to indemnify our directors or officers to the fullest extent authorized by Nevada law for costs or damages incurred by them involving
legal proceedings brought against them relating to their positions with the Company. These indemnification obligations could result in
our incurring substantial expenditures to cover the cost of settlement or damage awards against our directors or officers.
Our
Articles of Incorporation, Bylaws, and Nevada law may have anti-takeover effects that could discourage, delay or prevent a change in
control, which may cause our stock price to decline.
Our
Articles of Incorporation, Bylaws, and Nevada law could make it more difficult for a third party to acquire us, even if closing such
a transaction would be beneficial to our stockholders. We are authorized to issue up to 20,000,000 shares of preferred stock. This preferred
stock may be issued in one or more series, the terms of which may be determined at the time of issuance by our board of directors without
further action by stockholders. The terms of any series of preferred stock may include voting rights (including the right to vote as
a series on particular matters), preferences as to dividend, liquidation, conversion and redemption rights, and sinking fund provisions.
The issuance of any preferred stock could materially adversely affect the rights of the holders of our common stock, and therefore, reduce
the value of our common stock. In particular, specific rights granted to future holders of preferred stock could be used to restrict
our ability to merge with, or sell our assets to, a third party and thereby preserve control by the present management.
Provisions
of our Articles of Incorporation, Bylaws, and Nevada law also could have the effect of discouraging potential acquisition proposals or
making a tender offer or delaying or preventing a change in control, including changes a stockholder might consider favorable. Such provisions
may also prevent or frustrate attempts by our stockholders to replace or remove our management. In particular, our Articles of Incorporation
and Bylaws and Nevada law, as applicable, among other things:
|
● |
provide
the board of directors with the ability to alter the Bylaws without stockholder approval; |
|
● |
advance
notice requirements for nominations for election to the board of directors or for proposing matters that can be acted upon at stockholder
meetings; and |
|
● |
provide
that vacancies on the board of directors may be filled by a majority of directors in office, although less than a quorum. |
ITEM
1B. UNRESOLVED STAFF COMMENTS
None.
ITEM
2. PROPERTIES
We
do not own any real estate. We lease approximately 3,600 square feet of office, laboratory, and warehouse space at 5251 Edina Industrial
Blvd., Edina, Minnesota. This lease will expire in November 2026.
In
January 2022, we leased an additional 2,400 square feet of office space near the location above. This lease will expire in March 2027.
Refer to Note 9. Commitments and Contingencies, in the Notes to Consolidated Financial Statements
set forth in Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report, for further information regarding our
leases.
On
January 10, 2023, the Company entered into a new lease agreement for 14,073 square feet of production and warehouse space with a commencement
date of April 1, 2023, which is when the control and right of use for this lease asset took place. The initial monthly base rent is $8,420
and has annual increases of 2.5%. The Company is also responsible for its proportional share of common space expenses, property taxes,
and building insurance. The lease will terminate on June 30, 2033, and the Company has a renewal option for a period of five years.
The
Company believes that the current facilities are suitable and adequate to meet the Company’s current needs and that suitable additional
space will be available as and when needed on acceptable terms.
ITEM
3. LEGAL PROCEEDINGS
From
time to time, we may become involved in legal proceedings arising in the ordinary course of our business, the resolution of which we
do not anticipate would have, individually or in the aggregate, a material adverse effect on our business, financial condition, or results
of operations. Refer to Note 9. Commitments and Contingencies – Legal Proceedings,
in the Notes to Consolidated Financial Statements set forth in Part II, Item 8. Financial Statements and Supplementary Data of this Annual
Report, for further information regarding potential legal proceedings.
ITEM
4. MINE SAFETY DISCLOSURES
Not
applicable.
PART
II
ITEM
5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
Market
Information
The
Company’s common stock is publicly traded on Nasdaq under the symbol “PETV.”
Number
of Stockholders
As
of March 31, 2023, there were 223 stockholders of record. The number of stockholders of record does not include certain
beneficial owners of our common stock, whose shares are held in the names of various dealers, clearing agencies, banks, brokers, and
other fiduciaries.
Dividends
We
have never declared or paid any cash dividends on our common stock and anticipate that for the foreseeable future all earnings will be
retained for use rather than paid out as cash dividends
Unregistered
Sales of Securities
In
January 2023, the Company issued 101,000 shares of common stock to five consultants for services provided to the Company valued at $349,920.
All
of these transactions described above were exempt from registration in reliance on Section 4(a)(2) of the Securities Act of 1933, as
amended, as a transaction by an issuer not involving a public offering. The consultants in each of these transactions represented
their intention to acquire these securities for investment only and not with a view to offer or sell, in connection with any distribution
of the securities, and appropriate legends were affixed to the share certificates and instruments issued in such transactions.
Purchases
of Equity Securities by the Registrant and Affiliated Purchasers
None.
Securities
Authorized for Issuance
The
following table sets forth securities authorized for issuance under the PetVivo Holdings, Inc. Amended and Restated 2020 Equity Incentive
Plan (“Amended Plan”), which was approved by our stockholders as well as any equity compensation plans that were not approved
by our stockholders as of March 31, 2023.
Equity
Compensation Plan Information |
|
Plan category | |
Number
of securities to be issued upon exercise of outstanding options, warrants, and rights | | |
Weighted
average exercise price of outstanding options, warrants, and rights | | |
Number
of Securities remaining available for future issuance under equity
compensation plans (excluding securities reflect
in table) | |
Plans
approved by shareholders(1) | |
| 1,140,933 | | |
$ | 2.58 | | |
| 1,483,474 | |
Plans
not approved by shareholders(2) | |
| 562,817 | | |
$ | 2.00 | | |
| — | |
(1) |
PetVivo
Holdings, Inc. Amended and Restated 2020 Equity Incentive Plan. |
|
|
(2) |
Represents
warrants granted to officers, directors, employees, financial advisors, consultants, investors, and other service providers pursuant
to individual contracts, investments, awards, or arrangements for compensatory purposes. |
ITEM
6. RESERVED
Not
applicable.
ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The
following discussion of our financial condition and results of operations should be read in conjunction with our financial statements
and related notes that appear elsewhere in this Annual Report on Form 10-K. In addition to historical consolidated financial information,
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 those differences
include those discussed below and elsewhere in this Annual Report on Form 10-K, particularly in “RISK FACTORS.” We caution
the reader not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the
date of this Annual Report on Form 10-K.
We
are a smaller reporting company and have incurred substantial losses in connection with our operations.
We
will need substantial capital to pursue our commercialization plans of our lead product Spryng™,, to finance our clinical trials
and to fund working capital and general corporate purposes.
The
report of independent registered public accounting firm accompanying our March 31, 2023 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, and our working capital is insufficient
to fund our operations for the next 12 months. These factors raise substantial doubt about our ability to continue as a going concern.
RESULTS
OF OPERATIONS
| |
For
Fiscal Year Ended March 31, | |
| |
2023 | | |
2022 | |
Revenues | |
$ | 917,162 | | |
$ | 115,586 | |
Cost of Sales | |
| 526,817 | | |
| 201,154 | |
Total Operating Expenses | |
| 9,123,797 | | |
| 4,970,960 | |
Total Other Income | |
| 15,844 | | |
| 41,533 | |
Net Loss | |
| (8,717,608 | ) | |
| (5,014,995 | ) |
Net loss per share - basic and diluted | |
$ | (.85 | ) | |
$ | (.57 | ) |
For
The Fiscal Year Ended March 31, 2023 (“fiscal 2023”) Compared to The Year Ended March 31, 2022 (“fiscal 2022”)
Total
Revenues. Revenues were $917,162 in fiscal 2023 compared to $115,586
for fiscal 2022. Revenues in fiscal 2023 consisted of sales of our Spryng™ products to our Distributor of $636,345 and to veterinary
clinics in the amount of $280,817. In the twelve months ended March 31, 2022, our revenues of $115,586 consisted of sales to veterinary
clinics. The increase in our revenues in the twelve months ended March 31, 2023 is due to sales to our Distributor pursuant to our Distribution
Agreement and increased sales to veterinary clinics.
Total
Cost of Sales. Cost of sales was $526,817 in fiscal 2023 compared
to $201,154 for fiscal 2022. Cost of sales includes product costs related to the sale of our Spryng™ products and labor and overhead
costs. The increase in cost of sales in fiscal 2023 is due to the increased sales to our Distributor pursuant to our Distribution Agreement
and increased sales to veterinary clinics.
Operating
Expenses. Operating expenses increased to $9,123,797 in fiscal
2023 compared to $4,970,960 in fiscal 2022. Operating expenses consisted of general and administrative (“G&A”), sales
and marketing, and research and development expenses. The increase is primarily due to increased G&A expenses and sales and marketing
expenses related to the sale of our Spryng™ products.
General
and administrative expenses were $5,022,943 and $3,148,494 in fiscal 2023 and 2022, respectively. General and administrative expenses
include compensation and benefits, contracted services, consulting fees, stock compensation, and incremental public company costs.
Sales
and marketing expenses were $3,410,277 and $1,347,585 in fiscal 2023 and 2022, respectively. Sales and marketing expenses include compensation,
consulting, tradeshows, and stock compensation costs to support the launch of our Spryng™ products.
Research
and development (“R&D”) expenses were $690,577 and $474,881 in fiscal 2023 and 2022, respectively. The increase was related
to clinical studies and efforts to support the launch of Spryng™.
Operating
Loss. As a result of the foregoing, our operating loss was $8,733,452
and $5,056,528 in fiscal 2023 and 2022, respectively. The increase was related to the costs to support the launch of Spryng™ and
the incremental public company costs.
Other
Income. Other income was $15,844 in fiscal 2023 as compared to
$41,533 in fiscal 2022. Other income in fiscal 2023 consisted of net interest income of $15,844. Other income in fiscal 2022 consisted
of the forgiveness of PPP Loan of $31,680 and net interest income of $9,853.
Net
Loss. Our net loss in fiscal 2023 was $8,717,608 or ($0.85 per
share) as compared to a net loss of $5,014,995 or ($0.57) per share in fiscal 2022. The weighted average number of shares outstanding
was 10,222,994 compared to 8,760,877 for fiscal 2023 and 2022, respectively.
LIQUIDITY
AND CAPITAL RESOURCES
On
August 13, 2021, we closed an underwriting public offering of 2,500,000 units, at a price of $4.50 per unit. Net proceeds from the Public
Offering were approximately $9,781,000, net of commissions and expenses of the offering. As of March 31, 2023, our current assets were
$1,423,980 including $475,314 in cash and cash equivalents. In comparison, our current liabilities as of that date were $1,453,680 including
$1,368,595 of accounts payable and accrued expenses. Our working capital deficit as of March 31, 2023 was $29,700.
The
Company has continued to realize losses from operations. However, as a result of our recent registered direct offering in which we
raised net proceeds of approximately $2,094,000 in April 2023, we believe we will have sufficient cash to meet our anticipated operating costs
and capital expenditure requirements through July 2023. We will need to raise additional capital in the future to support our
efforts to commercialize Spryng™ and our ongoing operations. We expect to continue to raise additional capital through the
sale of our securities from time to time for the foreseeable future to fund our business expansion. Our ability to obtain such
additional capital will likely be subject to various factors, including our overall business performance and market conditions.
There can be no guarantee that the Company will be successful in its ability to raise additional capital to fund its business
plan.
Net
Cash Used in Operating Activities – We used $6,794,483
of net cash in operating activities in fiscal 2023. This cash used in operating activities was primarily attributable to our net loss
of $8,717,608, an increase in inventory of $271,970, an increase in accounts receivable of $84,093, and an increase in prepaid expenses
and other current assets of $66,450 partially offset by an increase in accounts payable and accrued expenses of $260,836, stock compensation
expense of $1,462,768, and investor relations services paid in stock of $507,600.
Net
Cash Used in Investing Activities – We used $423,934 of
net cash in investing activities in fiscal 2023 consisting entirely of the purchase of equipment.
Net
Cash Provided by Financing Activities – During fiscal 2023,
we were provided with net cash of $1,586,904 from financing activities consisting of $1,593,303 in stock and warrants sale, which were
offset by $6,399 in repayments of note payable.
Inventory
Inventories
are stated at cost, subject to the lower of cost or net realizable value. Cost includes materials, labor, and manufacturing overhead
related to the purchase and production of inventories. Net realizable value is the estimated selling price less estimated costs of completion,
disposal, and transportation. We regularly review inventory quantities on hand through an inventory count.
At
March 31, 2023, the Company’s inventory had a carrying value of $370,283 and is broken down into $13,159 of finished goods, $53,398
of work in process and $303,726 in raw material.
At
March 31, 2022, the Company’s inventory had a carrying value of $98,313 and was broken down into $11,889 of finished goods, $22,960
of work in process and $63,464 in raw material inventory.
CAPITAL
EXPENDITURE REQUIREMENTS
Our
material cash requirements are primarily comprised of: (i) marketing and manufacturing costs to support the commercialization of Spryng™,
(ii) procurement of raw materials necessary to maintain and scale up the sale of Spryng™, (iii) capital expenditures to complete
the buildout for our Edina manufacturing and warehouse facility, (iv) lease payments for our office, warehouse, and manufacturing space,
(v) employee compensation and benefits, and (vi) clinical trial costs. The Company believes that it has the flexibility to manage the
growth of its expenditures and operations depending on the number of available cash flows, which could include reducing expenditures
for marketing, clinical, and product development activities. As of March 31, 2023, we had future operating lease commitments for building,
vehicles, and computer and office equipment totaling approximately $326,545 over the remainder of our leases, of which approximately
$86,390 is due over the next 12 months.
Note
Payable and Accrued Interest
As
of March 31, 2023, we are obligated on notes and accrued interest of $27,351
OFF-BALANCE
SHEET ARRANGEMENTS
As
of March 31, 2023, and as of the date of this Annual Report, 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
report of independent registered public accounting firm accompanying our March 31, 2023 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. In August 2021, we raised approximately $9,781,000 from the sale of units in a Public
Offering. Our working capital deficit at March 31, 2023 was $29,700.
On
April 17, 2023, the Company sold 793,585 shares of its common stock in a registered direct offering at a purchase price of $2.75 per
share, with the first and second closings on April 17 and 20, 2023, respectively. Net proceeds from the offering were approximately $2,094,000,
after deducing offering expenses of $25,305 and fees of $63,456. We believe this working capital is sufficient to fund operations through
July 2023. (See Liquidity and Capital Resources above).
Management
continues to evaluate additional funding alternatives and currently seeks to raise additional funds through the issuance of equity or
debt securities, through arrangements with strategic partners or through obtaining credit from financial institutions. As we seek additional
sources of financing, there can be no assurance that such financing would be available to us on favorable terms or at all.
If
we are unable to raise additional capital moving forward, our ability to operate in the normal course and continue to invest in our business
operations may be materially and adversely impacted and we may be forced to scale back operations or divest some or all of our assets.
As
a result of the above, in connection with our assessment of going concern considerations in accordance with FASB Accounting Standards
Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,”
management has determined that our liquidity condition raises substantial doubt about our ability to continue as a going concern through
twelve months from the date these consolidated financial statements are available to be issued. These consolidated financial statements
do not include any adjustments that might be necessary if the Company is unable to continue as a going concern relating to the recovery
of the recorded assets or the classification of the liabilities that might be necessary should we be unable to continue as a going concern.
CRITICAL
ACCOUNTING POLICIES
We
prepare our consolidated financial statements in accordance with generally accepted accounting principles in the United States of America.
Our significant accounting policies are described in Note 1 to our consolidated financial statements attached hereto. We believe the
following critical accounting policies involve the most significant judgments and estimates used in the preparation of the consolidated
financial statements.
RECENTLY
ISSUED ACCOUNTING STANDARDS
The
Company has reviewed the FASB issued ASU accounting pronouncements and interpretations thereof that have effectiveness dates during the
periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted
accounting principles and do not believe that any new or modified principles will have a material impact on the Company’s reported
financial position or operations in the near term. The applicability of any standard is subject to the formal review of the Company’s
financial management.
In
August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging
- Contracts in Entity’s Own Equity (Subtopic 815-40) - Accounting for Convertible Instruments and Contracts on an Entity’s
Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP.
Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded
conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative
scope exception, which will permit more equity contracts to qualify for the exceptions. The ASU also simplifies the diluted net income
per share calculation in certain areas. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim
periods within those fiscal years, and early adoption is permitted. The Company is currently evaluating the impact of the adoption of
the standard on the consolidated financial statements.
In
June 2016, the FASB issued ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial
Instruments,” which replaces the existing “incurred loss” model for recognizing credit losses with an “expected
loss” model referred to as the CECL model. Under the CECL model, the Company is required to present certain financial assets carried
at amortized cost, such as insurance premium finance loans held for investment, at the net amount expected to be collected. The measurement
of expected credit losses is based on information about past events, including historical experience, current conditions, and reasonable
and supportable forecasts that affect the collectability of the reported amount. The Company is currently evaluating the impact of the
adoption of the standard on the consolidated financial statements and plans to adopt this standard in the first fiscal quarter of 2024.
All
other newly issued, but not yet effective, accounting pronouncements have been deemed either immaterial or not applicable.
ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not
applicable.
ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The
financial statements for the years ended March 31, 2023 and 2022 are being filed with this report and commence on page F-1, immediately
following the signature page.
ITEM
9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM
9A. CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
We
maintain controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or
submit under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in
the SEC’s rules and forms, and that such information is accumulated and communicated to our management including our principal
executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosures. Based upon their
evaluation of those controls and procedures performed as of the end of the period covered by this report, our principal executive officer
and our principal financial officer concluded that our disclosure controls and procedures were effective.
Management’s
annual report on internal control over financial reporting
Our
management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over
financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934. Our internal control
over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted accounting principles (GAAP) and includes those policies
and procedures that:
|
● |
Pertain
to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; |
|
● |
Provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations
of our management and our directors; and |
|
● |
Provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that
could have a material effect on the financial statements. |
Because
of its inherent limitations, our internal control over financial reporting may not prevent or detect misstatements. Therefore, even those
systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our
management assessed the effectiveness of our internal control over financial reporting as of March 31, 2023. In making this assessment,
management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in
Internal Control — Integrated Framework (revised 2013). This assessment included an evaluation of the design and procedures of
our internal control over financial reporting.
Based
on our assessment, our management concluded that as of March 31, 2023, our internal control over financial reporting was effective.
As
a smaller reporting company, the Company is not required to include in this Annual Report on Form 10-K a report on the effectiveness
of its internal control over financial reporting by the Company’s independent registered public accounting firm.
Changes
in internal control over financial reporting
In
fiscal 2022, we concluded our internal control over financial reporting was not effective related to: (i) deficiencies in segregation
of duties, (ii) deficiencies in staffing of our financial accounting department, and (iii) limited checks and balances. We took steps
to remedy these matters in fiscal 2023 and the quarter ended March 31, 2023. We added a full-time controller in March 2022 to increase
the size of our accounting staff to address the concern that we do not effectively segregate certain accounting duties and have adequate
staffing, which we believe resolved these material weaknesses in our internal control over financial reporting. By adding a full-time
controller, we were also able to address the material weakness relating to limited checks and balances in approving purchases, payroll,
disbursements, and other finance functions. In addition, we converted to a new accounting system, which will greatly assist our staff
in recording accounting transactions in a timely manner, and implementing new procedures designed to improve user access rights, security,
and financial reporting.
ITEM
9B. OTHER INFORMATION
None.
ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENTS INSPECTIONS
Not
Applicable.
PART
III
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The
following table sets forth the name, age, and position held with respect to our executive officers and directors as of June 29, 2023:
Name
|
|
Age
|
|
Positions
and Offices With Registrant |
John
Lai |
|
60 |
|
Chief
Executive Officer, President, and Director |
Robert
J. Folkes |
|
61 |
|
Chief
Financial Officer |
Randall
Meyer |
|
59 |
|
Chief
Operating Officer |
Spencer
Breithaupt (2)(3) |
|
62 |
|
Director |
Leslie
Coolidge (1)(2) |
|
64 |
|
Director |
Robert
Costantino (1)(3) |
|
64 |
|
Director |
Joseph
Jasper (1)(2) |
|
58 |
|
Director |
Scott
Johnson (3) |
|
57 |
|
Director |
James
Martin |
|
83 |
|
Director
and Chairman of the Board of Directors |
Robert
Rudelius (2)(3) |
|
66 |
|
Director |
(1) |
Member
of the Audit Committee. |
(2) |
Member
of the Nominating and Governance Committee. |
(3)
|
Member
of the Compensation Committee. |
Biographies
of Directors and Officers
John
Lai. Mr. Lai has served as a director and senior executive officer
since March 2014, serving in various capacities that include serving as our Chief Financial Officer from May 2018 through December 2018
and serving as our Chief Executive Officer from March 2014 to May 2017 and June 2019 to the present. From March 2012 to April 2016, Mr.
Lai also was Chief Executive Officer and a director of Blue Earth Resources, Inc., a small public company that acquired and managed working
interests in producing oil and gas leases in Louisiana. Mr. Lai has over thirty years of senior executive and operational management
and financial experience while holding key executive positions with several public companies in various industries. In 1992, Mr. Lai
founded, and until December 2012 was the principal owner and President of Genesis Capital Group, Inc., which provided significant consulting
services to many public and private companies in powersports, technology, and other industries, while advising its clients in corporate
development, mergers and acquisitions, and private and public capital-raising through equity offerings. Mr. Lai’s experience as
a chief executive officer of many public or private companies are material factors regarding his qualifications to serve on our Board
of Directors.
Robert
J. Folkes. Mr. Folkes has served as our Chief Financial Officer
since April 14, 2021. Prior to joining us, he served as the Chief Operating Officer from February 2015 until September 2020 and as the
Chief Financial Officer from 2005 until April 2016 of Tactile Systems Technology, Inc. (Nasdaq: TCMD), a manufacturer and developer of
at-home therapy devices that treat chronic swelling conditions such as lymphedema and chronic venous insufficiency and as a financial
consultant from September 2020 through April 13, 2021. Prior to joining TCMD in 2004, Mr. Folkes was the Chief Financial Officer for
Advanced Respiratory, a medical device company, from 1997 until its sale in 2003. Prior to joining Advanced Respiratory, Mr. Folkes was
an Audit Senior Manager for Ernst & Young LLP. He served as Ernst & Young’s Senior Manager of the Entrepreneurial Services
Group, and was involved with numerous SEC registrations, mergers, and acquisitions. Mr. Folkes is a Certified Public Accountant and earned
a B.A. in Accounting from the University of Minnesota – Carlson School of Management.
Randall
Meyer. Mr. Meyer has served as our Chief Operating Officer since
November 2021, and previously served in the same role from April 2015 to November 2017. He worked as an independent consultant for the
Company between December 2017 and October 2021. From January 2009 to April 2015, Mr. Meyer served as Chief Operating Officer of Gel-Del
Technologies, Inc., our wholly-owned subsidiary, while being in charge of all operational and marketing activities of Gel-Del. He also
served as a director of the Company from April 2015 through March 2022. Prior to joining Gel-Del, Mr. Meyer’s substantial medical
device industry management experience included being Chief Operating Officer of Softscope Medical Technologies, Inc. and being Chief
Executive Officer of Tactile Systems Technology, Inc.
Spencer
Breithaupt. Mr. Breithaupt has served as director of the
Company since April 14, 2023. He has over 30 years of management and leadership experience in the veterinary space, most recently with
MWI Animal Health, a subsidiary of Amerisource Bergen (“MWI”), from December 2009 through December 2022. He served in several
positions at MWI, including as the Vice President of Sales from December 2015 through May 2020 and the Vice President of Sales and Supply
Chain Solutions from May 2020 through December 2022. He oversaw account segmentation which allowed MWI to expand from being a regional
player to the largest US nationwide animal health distributor. Prior to joining MWI, he served as the Director of National Accounts at
Wyeth/Fort Dodge Animal Health from 2007–2009, where he developed a distributor strategy and implemented the first minimum advertised
pricing (“MAP”) model into the animal health industry. Mr. Breithaupt has also worked for Fortune 500 animal health companies,
including Bristol-Myers, Johnson & Johnson, and Wyeth, where he held various sales and marketing roles. Growing up in the veterinarian
industry as the son of a prominent veterinarian gave him great insight when launching his career into animal health. Mr. Breithaupt has
seen the transformation of the animal-human bond, and it continues to make him passionate about improving our pets’ lives. Mr.
Breithaupt’s extensive experience in the animal health distributor business is a material factor which demonstrates his qualifications
to serve on our Board of Directors.
Leslie
Coolidge. Ms. Coolidge has served as a director of the Company
since July 27, 2022. From 2017 to 2020, she served as a director of Power Solutions International, Inc. (OTC Pink: PSIX), where she chaired
that company’s Audit Committee. She retired as an Audit and SEC Reviewing Partner from KPMG LLP in May 2009. At KPMG, Ms. Coolidge
led significant global audit engagements, serving major companies with their complex accounting, financial and strategic needs. During
her 28 years at KPMG, Ms. Coolidge led engagement teams auditing SEC registrants and concurrently served as concurring reviewing partner.
In addition to her client engagements, she served as a partner in KPMG’s Department of Professional Practice as well as the firm’s
representative on the American Institute of CPAs’ Accounting Standards Executive Committee. Ms. Coolidge has served on the Board
of the Chicago Academy of Sciences and its Peggy Notebaert Nature Museum since 2002. Ms. Coolidge holds a Bachelor of Arts degree in
Government from Harvard University and a Master of Science degree in Accounting from New York University. Ms. Coolidge’s extensive
accounting expertise demonstrates her qualifications to serve on our Board of Directors. Ms. Coolidge brings to the Board a wealth of
experience and knowledge of public company financial reporting and accounting and her experience at the highest levels of a Big Four
accounting firm is an invaluable resource to the Board in its oversight of the Company’s financial statements and SEC filings.
Robert
Costantino. Mr. Costantino has served as director of the Company
since July 27, 2022. Mr. Costantino is a retired senior executive with several decades of experience serving as Chief Executive Officer,
Chief Operating Officer, Chief Financial Officer, and in various other senior executive leadership positions at multiple large companies.
Mr. Costantino is currently serving as a director of Avenir Wellness Solutions, Inc. (OTC: CURR) and several Yamaha Motor Finance companies.
He served as Senior Executive Vice President, Chief Financial Officer, and Chief Operating Officer of WFS Financial (Nasdaq: WFSI), an
automotive/commercial finance company, while concurrently serving as Executive Vice President, Chief Financial Officer, and Chief Operating
Officer of Westcorp (NYSE: WES), a regulated bank from 2005-2007. In each of these roles, Mr. Costantino was responsible for operational
and financial oversight, including SEC filings, investor relations, and treasury. Mr. Costantino played a key role in negotiating the
sale of both companies to Wachovia (Wells Fargo) for $3.9 billion. Prior to that, he was President, Chief Executive Officer and a director
of Mitsubishi Motors Credit of America, an automotive finance company with over $10 billion in assets from 2002-2005, where he played
a key role in improving profitability and negotiating the sale of the company’s assets to Merrill Lynch. Prior to that, he served
for 17 years in various management positions of increasing responsibility at Volvo Cars of North America, including serving as Senior
Vice President and Chief Financial Officer of both the automotive parent company and the captive finance company. Mr. Costantino is also
a retired Certified Public Accountant. Mr. Costantino’s extensive executive leadership and financial experience, particularly in
connection with publicly traded companies, demonstrates his qualifications to serve on our Board of Directors.
Joseph
Jasper. Mr. Jasper has served as a director of the Company since
August 20, 2018. He is a Chartered Financial Analyst who since 2018 has served as Chief Financial Officer and Chief Operating Officer
for Windigo Logistics, Inc., a software-as-a-service company serving contractors within the logistics industry. From 2005 to 2018, Mr.
Jasper served as Chief Executive Officer of Vermillion Capital Management, an institutional investment firm. From 2002 to 2005, Mr. Jasper
was Managing Director and Director of Fixed Income Strategy and Marketing for Piper Jaffray Company. Prior to 2002, he spent 20 years
managing, structuring and selling fixed income and equity securities at several leading investment banking firms, including U.S. Bancorp
Libra and UBS PaineWebber. Mr. Jasper also serves as a director of Windigo Logistics, GroundCloud Safety, LLC, and Vermilion Capital
Management, all privately-held companies. He has previously served as a director or principal advisor to many operating and venture-stage
companies across a broad range of industries. Mr. Jasper received an MBA degree from the University of St. Thomas, where he also served
as an Adjunct Professor of Finance. Mr. Jasper’s extensive financing and accounting expertise are material factors which demonstrate
his qualifications to serve on our Board of Directors.
Scott
Johnson. Mr. Johnson has served as a director of the Company
since July 2019. He is a licensed professional engineer with over 30 years of experience in the life sciences industry. He has been a
leader in cross-functional engineering, risk management, design controls, production engineering, quality control, auditing, and FDA
compliance for numerous manufacturers. Since 2012, he has been the President and principal owner of Stratego, Inc., a life science consulting
corporation he founded to provide client services for the remediation of significant challenges with the FDA. Significant engagements
of Stratego include risk management and post-market surveillance services for defibrillator products at Philips Healthcare, risk management,
and quality audit services for combination products at Baxter and Hospira, a subsidiary of Pfizer, quality remediation management for
implantable medical devices at St. Jude Medical, a product regulatory roadmap for Varuna Biomedical and engineering PMA submissions content
at Zimmer Biomet - Biologics. Mr. Johnson’s lengthy past employment includes five years of employment with SciMed Life Systems,
four years systems engineering, testing, and compliance liaison for PumpWorks, and Part 11 compliance project manager for automated production
and test systems at Boston Scientific. His engineering projects for the production of medical devices include substantial domestic and
foreign facility experience. Mr. Johnson’s many years of experience as an executive in the life science industries and expertise
with medical product design and regulatory issues are material factors which demonstrates his qualifications to serve on our Board of
Directors.
James
Martin. Mr. Martin has served as a director of the Company since
July 2019. He is a retired Certified Public Accountant and attorney whose career included his responsibility as Partner in Charge of
KPMG LLP’s tax practice for its Newport Beach, California office. In that role, he provided and oversaw the rendition of tax services
for numerous clients in varied industries. He retains his AICPA membership and holds Accounting and Law Degrees from the University of
Washington and, on a Fellowship, received a Master of Laws Degree from New York University. Mr. Martin’s extensive accounting expertise
is a material factor which demonstrate his qualifications to serve on our Board of Directors.
Robert
Rudelius. Mr. Rudelius has served as a director of the Company
since August 2018. Currently, he is the Chief Executive Officer and Managing Director of Noble Ventures, LLC, a company he founded in
2001 that provides advisory and consulting services to early and mid-stage companies in the information technology, communications, medical
technology, and social e-commerce industries. He is also the co-founder, President & CEO of MedicaMetrix, Inc., a company that is
building a commercialization engine that will launch a stream of medical devices aimed at delivering transformative healthcare solutions
for unmet medical needs. From April 1999 through May 2001, when it was acquired by StarNet L.P., Mr. Rudelius was the founder and CEO
of Media DVX, Inc., a start-up business that provided a satellite-based, IP-multicasting alternative to transmitting television commercials
via analog videotapes to television stations, networks, and cable television operators throughout North America. From April 1998 to April
1999, Mr. Rudelius was the President and Chief Operating Officer of Control Data Systems, Inc., during which time Mr. Rudelius reorganized
and re-positioned the software company as a professional technology services company, resulting in the successful sale of the company
to British Telecom. From October 1995 through April 1998, Mr. Rudelius was the founding Managing Partner of AT&T Solutions, Inc.,
a subsidiary of AT&T Inc. (NYSE: T), and headed the Media, Entertainment & Communications industry practice. From January 1990
through September 1995, Mr. Rudelius was a partner in McKinsey & Company’s information, technology, and systems practice, during
which time he headed the practice in Japan and the United Kingdom. Mr. Rudelius began his career at Arthur Andersen & Co. where he
was a leader in the firm’s financial accounting systems consulting practice. Mr. Rudelius served as a member of the Axogen, Inc.
(Nasdaq: AXGN) Board of Directors for ten years from September 2010 through September 30, 2020, where he served on the audit committee
and as a member of the compensation committee. Mr. Rudelius has an M.B.A. from the Kellogg School of Management at Northwestern University
and a B.S. in mathematics and economics from Gustavus Adolphus College in St. Peter, Minnesota. Mr. Rudelius’ qualifications to
serve on our Board of Directors include his extensive executive leadership and financial experience, particularly in connection with
rapid growth technology businesses, and his experience as a director of publicly traded companies.
Family
Relationships
There
are no family relationships between executive officers or directors of the Company.
Skills
and Qualifications of the Directors
The
Board believes that the qualifications of the directors, as set forth in their biographies, which are listed above, give them the qualifications
and skills to serve as directors of the Company.
CORPORATE
GOVERNANCE
Director
Independence
Since
August 13, 2021, our common stock and warrants have been listed on the Nasdaq National Market, or Nasdaq, under the symbols “PETV”
and “PETVW,” respectively. Under Nasdaq Rule 5605 (“Nasdaq Rules”), independent directors must comprise a majority
of a listed company’s board of directors.
Our
Board of Directors has affirmatively determined, after considering all the relevant facts and circumstances, that each of Spencer Breithaupt,
Leslie Coolidge, Robert Costantino, Joseph Jasper, Scott Johnson, James Martin, and Robert Rudelius are independent, as “independence”
is defined under the applicable rules and regulations of the SEC and the listing standards of Nasdaq, and does not have a relationship
with us (either directly or as a partner, stockholder, or officer of an organization that has a relationship with us) that would interfere
with their exercise of independent judgment in carrying out their responsibilities as directors. Accordingly, a majority of our directors
are independent, as required under the applicable Nasdaq rules.
Delinquent
Section 16(a) Reports
Section
16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock,
to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide
us with copies of those filings. To the Company’s knowledge, based solely on a review of the Form 3’s, 4’s and 5’s
electronically filed with the SEC during fiscal 2023, all such filing requirements applicable to the Company’s directors, executive
officers, and greater than 10% beneficial owners were complied with.
Committees
of the Board of Directors
We
have an Audit Committee, Compensation Committee, and Nominating Committee. As of March 31, 2023, our Audit Committee consisted of three
independent directors who were Leslie Coolidge (Chair), Robert Costantino, and Joseph Jasper, with Ms. Coolidge considered as an “audit
committee financial expert” within the meaning of Regulation S-K of the SEC. As of March 31, 2023, our Compensation Committee consisted
of three independent directors who were Robert Rudelius (Chair), Robert Costantino, and Scott Johnson. As of March 31, 2023, our Nominating
Committee consisted of three independent directors who were Joseph Jasper (Chair), Leslie Coolidge, and Robert Rudelius.
Code
of Ethics
We
have adopted a Code of Ethics which applies to our board of directors, executive officers, and other employees. Our Code of Ethics outlines
the broad principles of ethical business conduct we have adopted, including subject areas such as confidentiality, conflicts of interest,
corporate opportunities, public disclosure reporting, protection of company assets, and compliance with applicable laws. A copy of our
Code of Ethics is available without charge to any person by written request to us at our principal offices at 5251 Edina Industrial Blvd.,
Edina, MN 55439.
Director
Compensation
The
following table provides information on compensation paid to our non-employee directors for their services as members of our board of
directors during our fiscal year ended March 31, 2023:
Name
of Director | |
Fees
paid in cash ($) | | |
Option
awards ($)(1) | | |
All
other compensation ($) | | |
Total
($) | |
Leslie Coolidge | |
$ | 23,334 | | |
$ | 85,297 | | |
$ | — | | |
$ | 108,631 | |
Robert Costantino | |
$ | 22,334 | | |
$ | 82,837 | | |
$ | — | | |
$ | 105,171 | |
Joseph Jasper | |
$ | 32,500 | | |
$ | 68,920 | | |
$ | — | | |
$ | 101,420 | |
Scott M. Johnson | |
$ | 30,000 | | |
$ | 64,007 | | |
$ | — | | |
$ | 94,007 | |
James Martin | |
$ | 33,750 | | |
$ | 72,641 | | |
$ | — | | |
$ | 106,391 | |
Robert Rudelius | |
$ | 32,500 | | |
$ | 68,920 | | |
$ | — | | |
$ | 101,420 | |
Greg Cash(4) | |
$ | 15,000 | | |
$ | 14,299 | | |
$ | 15,000
| (3) | |
$ | 44,299 | |
Dave Deming(4) | |
$ | 13,000 | | |
$ | 12,394 | | |
$ | 13,000 | (3) | |
$ | 33,394 | |
(1) |
The
value in this column reflects the aggregate grant date fair value of the stock options as computed in accordance with ASC Topic 718.
Information regarding the valuation assumptions used in the calculations is included in “Note 11 – Stockholders’
Equity” to our consolidated financial statements included in Part II, Item 8. As of March 31, 2023, the aggregate number of
options outstanding (vested and unvested) for Ms. Coolidge, Mr. Costantino, Mr. Jasper, Mr. Johnson, Mr. Martin, and Mr. Rudelius
was 35,745, 34,687, 30,575, 28,373, 32,164 and 30,575, respectively. |
|
|
(2) |
Represents
consulting fees paid to these directors. |
|
|
(3) |
Mr.
Cash and Mr. Deming were no longer members of the Board of Directors effective as of October 14, 2022. |
General
Policy Regarding Compensation of Non-Employee Directors
Directors
who are not employees of the Company are paid directors fees, in cash, stock options, or a combination thereof. In fiscal 2023, all compensation
was paid with stock options and cash. Effective for the period from October 1, 2022 through September 30, 2023, all non-employee directors,
including those serving on only one committee, received annual compensation for this period in an amount equal to $70,000 (the “Annual
Award”), payable as follows: (i) 25% of the Annual Award as a cash retainer, payable on the date of the Annual Award, which was
October 22, 2022, (the “Award Date”), and (ii) 75% of the Annual Award as an equity award of options (the “Options”)
pursuant to the Amended Plan granted on the Award Date; provided that each non-employee director,
by written notice to the Board, could elect to receive 100% of the Annual Award in the form of Options. All of the non-employee directors
elected to receive their compensation in the form of 25% in a cash retainer and 75% in Options. The number of Options was determined
by (A) the value of the Annual Award to be granted as Options divided by (B) $2.56 the value of the Company’s common stock, as
determined by the Black Scholes valuation method two business days prior to the Award Date. The Options vest on the earlier of (i) September
30, 2023 or (ii) the day immediately preceding the next annual meeting of stockholders following the Award Date, subject to the directors
continued service as a director through the vesting date.
The
fair market value and monetary amount used to determine the Annual Award in the foregoing paragraph shall be adjusted as follows in the
following scenarios:
Non-employee
directors serving on two or more committees: $72,000
Non-employee
directors serving as committee chairs: $75,000
Non-employee
director serving as the chairman of the Board: $80,000
Our
non-employee directors are also entitled to reimbursement for reasonable travel and other expenses incurred in connection with attending
meetings of our Board and any committees on which they may serve.
In
September 2022, the Company made initial option grants to two new directors who joined the Board in fiscal 2023 for each to acquire up
to 10,000 shares of the Company’s common stock at an exercise price of $2.79 pursuant to the terms and conditions of the Company’s
Amended Plan. These options vest on September 15, 2023, subject to the director’s continued service as a director through the vesting
date.
ITEM
11. EXECUTIVE COMPENSATION
The
Company qualifies as a “smaller reporting company” under rules adopted by the SEC. Accordingly, the Company has provided
scaled executive compensation disclosure that satisfies the requirements applicable to the Company in its status as a smaller reporting
company. Under the scaled disclosure obligations, the Company is not required to provide, among other things, a compensation discussion
and analysis or a compensation committee report, and certain other tabular and narrative disclosures relating to executive compensation.
Our
named executive officers (“Named Executive Officers” or “NEO’s”) for fiscal year ended March 31, 2023 (“fiscal
2023”) were as follows:
|
● |
John
Lai, our Chief Executive Officer and President; |
|
● |
Robert
Folkes, our Chief Financial Officer; and |
|
● |
Randall
Meyer, our Chief Operating Officer. |
Certain
information regarding the compensation of our Named Executive Officer for our fiscal years ended March 31, 2023 (“fiscal 2023”)
and March 31, 2022 (“fiscal 2022”) is provided on the following pages.
SUMMARY
COMPENSATION TABLE
The
following table sets forth information regarding the compensation paid to or earned by our Named Executive Officers for fiscal 2023 and
2022.
Name
and Principal
Position | |
Year | | |
Salary
($)(1) | | |
Bonus
($)(2) | | |
Stock
Awards ($)(3) | | |
Option
Awards ($)(4) | | |
Non-Equity
Incentive Plan Compensation ($) | | |
All
Other Compensation ($)(5) | | |
Total
($) | |
John Lai | |
| 2023 | | |
| 306,260 | | |
| — | | |
| 175,000 | | |
| — | | |
| — | | |
$ | 6,387 | | |
$ | 487,637 | |
CEO and President | |
| 2022 | | |
| 202,083 | | |
| 20,000 | | |
| 481,500 | | |
| — | | |
| — | | |
$ | 6,160 | | |
$ | 709,743 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Robert J Folkes | |
| 2023 | | |
| 265,000 | | |
| — | | |
| — | | |
| 439,206 | | |
| — | | |
$ | 8,066 | | |
$ | 712,272 | |
Chief
Financial Officer(6) | |
| 2022 | | |
| 211,250 | | |
| 100,000 | | |
| 173,340 | | |
| — | | |
| — | | |
$ | 3,348 | | |
$ | 487,938 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Randall Meyer | |
| 2023 | | |
| 240,833 | | |
| — | | |
| — | | |
| — | | |
| — | | |
$ | 4,581 | | |
$ | 245,414 | |
Chief
Operating Officer(7) | |
| 2022 | | |
| 128,333 | | |
| 30,000 | | |
| 208,650 | | |
| — | | |
| — | | |
$ | — | | |
$ | 366,983 | |
(1) |
In
lieu of receiving cash in the amount of $29,167 for one month’s salary payment, Mr. Lai received an aggregate of 10,100 shares
of the Company’s common stock. The stock was valued at a price of $2.8878 per share. |
|
|
(2) |
Represents
discretionary bonus payments on amounts earned in fiscal 2022 which were paid in July 2022. |
|
|
(3) |
The
amounts reflected in this table represent the aggregate grant date fair value for restricted stock unit awards computed in accordance
with ASC Topic 718. The grant date fair value is determined and based on the per share closing price of our common stock on the grant
dates for fiscal 2023 and 2022, respectively. Information regarding the valuation assumptions used in the calculations is included
in “Note 11 – Stockholders’ Equity” of our consolidated financial statements included in Part II, Item 8. |
|
|
(4) |
The
amounts reflected in this table represent the aggregate grant date fair value of options, computed in accordance with ASC Topic 718.
Information regarding the valuation assumptions used in the calculations is included in “Note 11 – Stockholders’
Equity” of our consolidated financial statements included in Part II, Item 8. |
(5) |
Represents
the payment of health insurance premiums by the Company for Mr. Lai, Mr. Folkes, and Mr. Meyer. |
|
|
(6) |
Mr.
Folkes was appointed to serve as the Company’s Chief Financial Officer on April 14, 2021. |
|
|
(7) |
Mr.
Meyer was appointed to serve as the Company’s Chief Operating Officer on September 10, 2021. |
Narrative
Disclosure to the Summary Compensation Table
The
following is a discussion of certain terms that we believe are necessary to understand the information disclosed in the Summary Compensation
Table.
Base
Salaries
The
Company’s Named Executive Officers receive a base salary for services rendered to the Company, which is set forth in their respective
employment agreements. The base salary payable to each Named Executive Officer is intended to provide a fixed component of compensation
reflecting the executive’s skill set, experience, role, and responsibilities. From April 1, 2020, through September 8, 2021, Mr.
Lai received a base salary of $100,000 which was increased to $275,000, effective as of September 9, 2021 and increased to $350,000 effective
as of November 1, 2022. Mr. Folkes joined the Company on April 14, 2021, and his initial salary was $190,000 per year, which was increased
to $240,000 per year effective as of September 9, 2021 and increased to $300,000 effective as of November 1, 2022. Mr. Meyer joined the
Company, as its Chief Operating Officer, on September 9, 2021 and his base salary was $220,000 per year which was increased to $270,000
effective as of November 1, 2022.
In
February 2023, Mr. Lai agreed that he would receive his salary payments in shares of the Company’s common stock in lieu of cash
from March 1, 2023 through August 31, 2023 (the “Interim Period”). The Compensation Committee approved issuing 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 Amended 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 Amended Plan.
Bonuses
In
November 2021, the Company established a bonus plan for its Named Executive Officers with a performance target based on total revenues
for fiscal 2022. If the Company achieved the performance target, the Named Executive Officers would receive a bonus equal to a certain
percentage of their respective salary. The Company realized that the performance target would not be achieved in fiscal 2022 because
the Company’s ability to sell its lead product, Spryng™, was limited because it did not have canine and equine studies which
distributors and other vendors needed to review before purchasing the Company’s products. The Compensation Committee determined
that the performance target was unrealistic and not an appropriate target for the Company at this time. The Compensation Committee believed
that the Named Executive Officers and other employees had done exceptional work in transitioning the Company from being a start-up company
to a revenue-producing company. As such, the Compensation Committee awarded discretionary bonuses to the Named Executive Officers and
other employees. The Compensation Committee awarded discretionary bonuses to Mr. Lai, Mr. Folkes, and Mr. Meyers for their services in
fiscal 2022 in the amounts of $20,000, $100,000, and $30,000, respectively. The Company paid these bonuses to the Named Executive Officers
in July 2022.
In
November 2022, the Company established target bonuses for a bonus plan for its Named Executive Officers with performance targets based
on total revenues and individual objectives for fiscal 2023. The Company did not achieve its revenue target for fiscal 2023, so the Named
Executive Officers did not receive performance bonuses under the Bonus Plan.
Equity
Compensation
Our
Compensation Committee administers our Amended Plan and approves the amount of, and terms applicable to, grants of stock options, restricted
stock units, and other types of equity awards to employees, including the Named Executive Officers. The Amended Plan permits the grant
of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs),
and stock bonus awards (all such types of awards, collectively, “equity awards”), although incentive stock options may only
be granted to employees.
On
April 14, 2021, the Company granted 34,000 RSUs (“April 2021 RSU Grant”) to Mr. Folkes pursuant to the terms of his employment
agreement. These RSUs vest over a three-year period, with 10,000 RSUs vesting on January 1, 2022, 10,000 vesting on January 1, 2023,
and 14,000 vesting on January 1, 2024, subject to Mr. Folkes remaining employed at the Company. These RSUs will automatically vest if
there is a Change in Control (as defined in our Amended Plan).
On
September 9, 2021, the Compensation Committee granted RSUs to Mr. Lai, Mr. Folkes, and Mr. Meyer for their exceptional performance in
assisting the Company in closing its public offering in which it raised $11.2 million in gross proceeds and listed its common stock and
warrants on Nasdaq. The Named Executive Officers received the following RSU grants (“November 2021 RSU Grants”): Mr. Lai
– 150,000 RSUs, Mr. Folkes – 54,000 RSUs, and Mr. Meyer – 65,000 RSUs. These RSUs vest in three installments, with
1/3 vesting on March 31, 2022, 1/3 vesting on March 31, 2023, and 1/3 vesting on March 31, 2024, based upon continued employment with
the Company. These RSUs will automatically vest if there is a Change in Control (as defined in our Equity Incentive Plan).
On
October 19, 2022, the Compensation Committee granted 200,000 non-qualified statutory options (the “Executive Options”) to
Mr. Folkes under the Amended Plan for exemplary service to the Company (the “October 2022 Option Grant”). The Executive Options
have an exercise price of $2.40 per share, representing the closing price of the Company’s common stock on the Nasdaq Stock Market
on the date of grant. The Executive Options have a seven (7) year term and vest over a two (2) year period as follows: 1/3 on the date
of grant, 1/3 on October 19, 2023, and 1/3 on October 19, 2024, provided Mr. Folkes remains in the continuous employ of the Company through
the applicable vesting date. The Executive Options will automatically vest if there is a Change in Control (as defined in our Amended
Plan).
On
February 24, 2023, the Compensation Committee entered into a second amendment to an employment agreement with Mr. Lai pursuant to which
it granted him equity in exchange for salary for the six-month period beginning on March 1, 2023 and ending on August 31, 2023. The Company
granted Mr. Lai 60,600 shares which vest in equal monthly amounts of 10,100 shares beginning March 1, 2023 in lieu of his salary payments
for a six-month period.
For
the grant date fair values of the options and RSUs, please see the Summary Compensation Table above.
Perquisites
We
offer health insurance to our Named Executive Officers on the same basis that these benefits are offered to our other eligible employees.
We offer a 401(k) plan to all eligible employees. The Company also provides other benefits to its Named Executive Officers on the same
basis as provided to all its employees, including vacation and paid holidays.
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR END 2023
The
following table sets forth for each Named Executive Officer, information regarding outstanding equity awards as of March 31, 2023. Market
value is based on the closing stock price of $2.75 on March 31, 2023.
| |
| |
Option
Awards | | |
Stock
Awards | |
Name | |
Grant
Date | |
Number
of securities underlying unexercised options exercisable (#) | | |
Number
of securities underlying unexercised options unexercisable (#) | | |
Option exercise price ($) | | |
Option expiration date | | |
Number
of shares
or units of
stock that have
not vested (#) | | |
Market value
of shares
or units
of stock
that have
not vested ($)(1) | |
John Lai | |
10/31/2019 | |
| 90,000 | | |
| — | | |
| 2.24 | | |
| 10/31/2024 | | |
| — | | |
$ | — | |
| |
12/31/2019 | |
| 19,847 | | |
| — | | |
| 1.95 | | |
| 12/31/2024 | | |
| — | | |
| — | |
| |
3/31/2020 | |
| 24,253 | | |
| — | | |
| 1.27 | | |
| 3/31/2025 | | |
| — | | |
| — | |
| |
6/30/2020 | |
| 7,441 | | |
| — | | |
| 1.60 | | |
| 6/30/2025 | | |
| — | | |
| — | |
| |
9/09/2021 | |
| | | |
| | | |
| | | |
| | | |
| 100,500 | (2) | |
| 276,375 | |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Robert J. Folkes | |
10/19/2022 | |
| 66,667 | (3) | |
| 133,333 | | |
$ | 2.40 | | |
| 10/18/2029 | | |
| | | |
| | |
| |
9/09/2021 | |
| — | | |
| — | | |
| | | |
| | | |
| 32,000 | (4) | |
$ | 88,000 | |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Randall Meyer | |
1/15/2020 | |
| 10,547 | | |
| — | | |
| 1.20 | | |
| 1/15/2029 | | |
| — | | |
$ | — | |
| |
12/31/2019 | |
| 1,213 | | |
| — | | |
| 1.95 | | |
| 12/31/2024 | | |
| — | | |
| — | |
| |
3/31/2020 | |
| 1,104 | | |
| — | | |
| 1.27 | | |
| 3/31/2025 | | |
| — | | |
| — | |
| |
6/30/2020 | |
| 559 | | |
| — | | |
| 1.60 | | |
| 6/30/2025 | | |
| — | | |
| — | |
| |
9/09/2021 | |
| — | | |
| — | | |
| — | | |
| — | | |
| 21,666 | (5) | |
| 59,582 | |
(1) |
The
value reported for the RSUs was determined by multiplying the number of unvested RSUs by the closing market price of $2.75 of the
Company’s common stock on March 31, 2023. |
|
|
(2) |
Comprised
of 50,000 unvested shares underlying an RSU award granted on September 9, 2021, which will vest on March 31, 2024, and 50,500 unvested
shares underlying an RSU award granted on February 24, 2023, which will vest in equal monthly installments of 10,100 shares beginning
April 1, 2023, with both awards subject to the executive’s continued employment with the Company. The RSUs will vest automatically
if there is a Change of Control (as defined in our Amended Plan). |
|
|
(3) |
Mr.
Folkes was granted a nonqualified stock option grant on October 19, 2022 to purchase 200,000 shares of our common stock at an exercise
price of $2.40 per share. The options have a seven-year life and vest 66,667 shares on October 19, 2022, 66,667 shares on October
19, 2023, and 66,666 shares on October 19, 2024. The options will vest automatically if there is a change of control (as defined
in our Amended Plan). |
|
|
(4) |
Comprised
of 14,000 unvested shares underlying an RSU award granted on April 14, 2021, which will vest on January 1, 2024, and 18,000 unvested
shares underlying an RSU award granted on September 9, 2021, which will vest on March 31, 2024, with both RSU awards subject to the
executive’s continued employment with the Company. The RSUs will vest automatically if there is a change of control (as defined
in our Amended Plan). |
|
|
(5) |
Comprised
of 21,666 unvested shares underlying an RSU award granted on September 9, 2021, which will vest on March 31, 2024, subject to the
executive’s continued employment with the Company. The RSUs will vest automatically if there is a Change of Control (as defined
in our Amended Plan). |
Executive
Employment Agreements
Prior
Employment Agreements
The
Company entered into an employment agreement (“2019 Agreement”) with John Lai on October 1, 2019, to serve as the Company’s
Chief Executive Officer for a term of 3 years. Mr. Lai’s annual base salary was a minimum of $100,000 or such higher amount, as
determined by the Board. Mr. Lai could be terminated for cause or without cause upon ten (10) days advance written notice. Mr. Lai was
eligible to receive discretionary bonuses, as determined by the Board, and eligible for all employee benefits provided to executives
of similar tenure. His 2019 Agreement contained customary confidentiality and non-competition provisions which survived for a period
of one year after his employment with the Company was terminated. As discussed below, Mr. Lai’s 2019 Agreement was replaced with
a new employment agreement on November 10, 2021.
The
Company entered into an employment agreement (“April 2021 Agreement”) with Robert Folkes on April 14, 2021, to serve as the
Company’s Chief Financial Officer. The employment agreement was
for a term of approximately two years and nine months and terminated on January 31, 2024. Mr. Folkes’ annual base salary was $190,000
per year and he was eligible to receive a bonus of up to 50% of his base salary
based upon the achievement of performance goals developed by the Compensation Committee. He could be terminated for cause or without
cause upon ten (10) days advance written notice. His employment agreement contained
customary confidentiality and non-competition provisions which survived for a period of one year after his employment with the Company
was terminated. As discussed below, Mr. Folkes April 2021 Agreement was replaced with a new employment agreement on November 10, 2021
Current
Employment Agreements
Effective
as of November 10, 2021, the Company entered into new employment agreements with Mr. Lai, which replaced his 2019 Agreement, and Mr.
Folkes which replaced his April 2021 Agreement. In addition, the Company entered into a new employment agreement with Randall Meyer to
serve as the Company’s Chief Operating Officer effective as of November 10, 2021. All of these employment agreements were amended
in November 2022 to increase the base salaries of the executive officers, effective as of November 1, 2022. In addition, Mr. Lai’s
employment agreement was amended in February 2023 to provide that he would receive his salary payments in the form of equity instead
of cash for the six-month period from March 1, 2023 through August 31, 2023. With the exception of the salary and severance payments,
the employment agreements are substantially similar.
All
of these employment agreements expire on September 30, 2024. Messrs. Lai, Folkes, and Meyer have annual base salaries of $350,000, $300,000,
and $270,000, respectively, subject to potential increase or decrease from time to time as determined by the Compensation Committee of
the Board of Directors. As previously noted, Mr. Lai will be receiving his salary payments in shares of the Company’s common stock
from March 1, 2023 through August 31, 2023. The Compensation Committee approved issuing 60,600 Shares to Mr. Lai for his service during
the Interim Period as a restricted stock award unit agreement under the Company’s Amended 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 RSUs on March 1, 2023, with an additional
10,100 of the RSUs vesting on the first day of each month thereafter such that all of the RSUs 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 Amended Plan.
The
employment agreements also provide for a target annual bonus as determined by the Compensation Committee. In addition to an annual salary
and bonus, the employment agreements provide that the executive officers are entitled to participate in any equity and/or long-term compensation
programs established by the Company for senior executive officers and all of the Company’s retirement, group life, health, and
disability insurance plans and any other employee benefit plans.
The
employment agreements provide for termination of the executive officers at any time by the Company for Cause (as defined in the employment
agreements) or without Cause. If an executive officer is terminated for Cause, he will receive his salary through the termination date
and reimbursement of any unpaid expenses and accrued but unused vacation/paid time off through the termination date (“Accrued Obligations”).
If the executive officer’s employment is terminated by the Company without Cause, subject to the execution of a release of any
and all claims or potential claims against the Company, the executive officer will be entitled to receive a severance payment, his accrued
but unpaid bonus, if any, and any Accrued Obligations owed through the termination date, in a lump sum payment within 10 days after the
termination date. Mr. Folkes will receive a severance payment equal to 6 months of his base salary. Mr. Lai and Mr. Meyer will each receive
a severance payment equal to 1 month’s base salary. If the executive’s employment is terminated as a result of his death
or disability, he or his estate will receive his compensation through the date of termination, his accrued and unpaid bonus, if any,
and Accrued Obligations through the date of termination.
Each
executive officer is required to agree to non-competition, non-solicitation, and confidentiality obligations. The confidentiality covenants
are perpetual, while the non-compete and non-solicitation covenants apply during the term of the new employment agreements and for 12
months following the executive officer’s termination.
Potential
Payments on Change in Control or Termination without Cause
The
employment agreements for Mr. Lai, Mr. Folkes, and Mr. Meyer do not contain any provisions providing for the acceleration of any salary
or bonus payments if there is a change in control. The November 2021 RSU Grants to Mr. Lai, Mr. Folkes, and Mr. Meyer and the April 2021
RSU Grant and October 2022 Option Grant awarded to Mr. Folkes contain provisions that provide for accelerated vesting of these RSU Grants
and Option Grant if there is a change of control of the Company (as such term is defined in the Amended Plan). In addition, if Mr. Lai,
Mr. Folkes, or Mr. Meyer is terminated without cause, any RSU’s under the April or November 2021 RSU Grants or Options under the
October 2022 Option Grant that would have vested on or before the first anniversary of such termination had the executive remained employed
shall be accelerated and deemed to have vested as of the termination date. Any time-based RSU’s that have not vested as described
above may not be transferred and will be forfeited on the date the Named Executive Officer’s employment with the Company terminates.
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
As
of June 1, 2023 (the “Record Date”), we had 11,824,103 shares of our common stock issued and outstanding. The following table
sets forth, as of the Record Date, information concerning the beneficial ownership of shares of our common stock held by our directors,
our named executive officers, our directors and executive officers as a group, and each person known by us to be a beneficial owner of
more than 5% of our outstanding common stock. Unless otherwise indicated, the business address of each of our directors, executive officers,
and beneficial owners of more than 5% of our outstanding common stock is c/o PetVivo Holdings, Inc., 5251 Edina Industrial Blvd., Edina,
MN 55439. Each person has sole voting and investment power with respect to the shares of our common stock, except as otherwise indicated.
Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.
Name of
Beneficial Owner | |
Number
of Shares Beneficially Owned | | |
Beneficial Ownership
(%) | |
John Lai (1) | |
| 1,230,207 | | |
| 10.02 | % |
Robert J. Folkes (2) | |
| 135,667 | | |
| *
| |
Randall Meyer (3) | |
| 598,658 | | |
| 5.08 | % |
James Martin (4) | |
| 174,369 | | |
| 1.47 | % |
Joseph Jasper (5) | |
| 79,507 | | |
| * | |
Scott Johnson (6) | |
| 207,068 | | |
| 1.76 | % |
Robert Rudelius (7) | |
| 198,708 | | |
| 1.69 | % |
Robert Costantino (8) | |
| 11,509 | | |
| * | |
Leslie Coolidge (9) | |
| 1,910 | | |
| * | |
Spencer Breithaupt | |
| 0 | | |
| * | |
All Directors and Executive
Officers as a Group (10 Persons) (10) | |
| 2,637,602 | | |
| 26.84 | % |
| |
| | | |
| | |
Owners of more than 5% of
our Stock | |
| | | |
| | |
Stanley Cruden (11) | |
| 960,000 | | |
| 8.15 | % |
David B. Masters (12) | |
| 793,983 | | |
| 6.69 | % |
* |
Less
than 1%. |
|
|
(1)
|
Amount
consists of 1,078,292 shares owned directly by Mr. Lai and warrants to purchase 141,815 shares and RSUs for 10,100 shares that are
vested or will vest within 60 days of the Record Date. |
|
|
(2) |
Amount
consists of 69,000 shares directly owned by Mr. Folkes and 66,667 options that will vest within 60 days of the Record Date. |
|
|
(3) |
Amount
consists of 585,235 shares that are owned directly by Mr. Meyer and includes warrants to purchase 13,423 shares that are vested or
will vest within 60 days of the Record Date. |
|
|
(4) |
Amount
consists of 126,219 shares held by Mr. Martin directly, by his two IRA accounts, by Martinmoore Holdings, LLP, a company controlled
by Mr. Martin who exercises sole voting and dispositive power over the shares, warrants to purchase 41,410 shares and stock options
to purchase 6,740 shares that are vested or will vest within 60 days of the Record Date. |
(5) |
Amount
includes 24,542 shares held directly by Mr. Jasper and his wife, warrants to purchase 48,225 shares and stock options to purchase
6,740 shares that are vested or will vest within 60 days of the Record Date. |
|
|
(6) |
Amount
consists of 175,565 shares held by Mr. Johnson directly and warrants to purchase 25,376 shares and stock options to purchase 6,127
shares that are vested or will vest within 60 days of the Record Date. |
|
|
(7) |
Amount
includes 172,280 shares held by Mr. Rudelius directly, by his IRA, and by Noble Ventures, LLC, a company controlled by Mr. Rudelius
and warrants to purchase 19,688 shares and stock options to purchase 6,740 shares that are vested or will vest within 60 days of
the Record Date. |
(8) |
Amount
consists of 9,703 shares held by Mr. Costantino and his wife directly as joint tenants with right of survivorship and options to
purchase 1,806 shares that have vested or will vest within 60 days of the Record Date. |
|
|
(9) |
Amount
consists of options held by Ms. Coolidge to purchase 1,910 shares that have vested or will vest within 60 days of the Record Date. |
|
|
(10) |
Amount
includes 2,240,836 shares held by the Named Executive Officers and directors directly and warrants, stock options and RSUs held by
all of our Named Executive Officers and directors, as a group, to purchase and/or vest an aggregate of 396,766 shares that are vested
or will vest within 60 days of the Record Date. |
|
|
(11) |
As
reported in Mr. Cruden’s Amendment No. 15 to his Schedule 13G filed with the SEC on April 17, 2023. Mr. Cruden’s address
is 1135 Calgary Rd, North Port, FL 34288. |
|
|
(12) |
Amount
consists of 708,727 shares held directly by Dr. Masters and warrants to purchase 85,256 shares that are vested or will vest within
60 days of the Record Date. |
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
The
following is a summary of the transactions since April 1, 2021 between the Company and its executive officers, directors, nominees for
directors, principal shareholders, and related parties involving amounts in excess of $120,000 or that the Company has chosen to voluntarily
disclose.
David
Masters
Note
and Settlement Agreement
Effective
September 1, 2020, the Company entered into two debt settlement agreements with David B. Masters, a director of the Company on that date,
pursuant to (i) an Amendment to Promissory Note (“Amendment”) which amended certain outstanding promissory notes dated September
5, 2013, February 11, 2014, and August 14, 2014 (collectively, the “Outstanding Notes”) issued by Gel-Del, the Company’s
wholly-owned subsidiary, with an aggregate amount owed of $65,700 and (ii) a Promissory Note (“Note”) having a principal
amount of $195,000, which represents accrued salary owed to Dr. Masters. The Amendment extends, for up to an additional two years and
under the same terms as originally entered into, the Outstanding Notes. The Company also entered into a Settlement and General Release
(“Settlement Agreement”) with Dr. Masters that provides for the settlement and general release of any and all past claims,
demands, damages, judgements, causes of action and liabilities that Dr. Masters may have had, may currently have or may acquire against
the Company and its subsidiaries, including, but not limited to any claims related to (a) the ownership, operation, business, or financial
condition of the Company or its business, (b) any promissory note, loan, contract, agreement or other arrangement, whether verbal or
written, including all unpaid interest charges, late fees, penalties or any other charges thereon, entered into or established between
Dr. Masters and his affiliates and the Company on or prior to the September 1, 2020 or (c) the employment of Dr. Masters by the Company
(except for claims directly relating to the breach of the Amendment, the Note, or a consulting agreement dated as of September 1, 2020
between Dr. Masters and the Company, which ended on December 30, 2020).
Effective
October 15, 2020, we entered into a note conversion agreement with Dr. Masters in which he agreed to convert his Promissory Note having
an outstanding principal amount of $192,500 plus a conversion fee of $3,500 into units (the “Units”) consisting of one share
of the Company’s common stock and one warrant to purchase one share of Common Stock, as part of the Company’s public offering
of Units.
At
the closing of the Company’s public offering on August 13, 2021, the Note was converted into 43,556 Units, which consisted of 43,556
shares of the Company’s common stock and warrants to purchase 43,556 shares of our common stock. The warrants have an exercise
price of $5.625 per share and expire on August 13, 2026. The Company also repaid the outstanding balance under the Amendment, which was
$25,954 as of the closing date of the public offering.
As
of June 29, 2023, the Company believed that it had satisfied all of its obligations to Dr. Masters in full. However, the
Company received correspondence from Dr. Masters, alleging, among other items, that the Company promised him additional compensation,
shares, warrants, and future employment while he was associated with the Company. The
Company believes that Dr. Master’s claims are without merit and does not believe that this matter will have a material impact on
its financial position or results of operations. Refer to Note 9. Commitments and Contingencies
– Legal Proceedings, in the Notes to Consolidated Financial Statements set forth in Part II, Item 8. Financial Statements
and Supplementary Data of this Annual Report, for further information regarding potential legal proceedings with Dr. Masters.
John
Lai
On
December 16, 2019, PetVivo, John Lai, Wesley Hayne, and Edward Wink entered into an escrow agreement (“Escrow Agreement”)
which replaced the prior escrow agreement dated June 7, 2017 between the parties. Pursuant to the Escrow Agreement, the escrow agent
held 254,018 shares of the Company’s common stock registered in the name of Mr. Lai in escrow, which shares would be released when
(i) PetVivo obtains equity financing in an amount of at least $5 million and (ii) PetVivo is listed on Nasdaq, the New York Stock Exchange,
or an equivalent securities exchange. This condition was met on August 13, 2021, and the shares were released to Mr. Lai.
In
May 2021, Mr. Lai converted 42,188 warrants into common stock with an exercise and conversion price of $1.33 per share into 36,915 shares
of our common stock on a cashless basis pursuant to the warrants’ cashless conversion feature.
ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Auditor
Information:
Auditor
Name: Assurance Dimensions Inc.
PCAOB
ID - 5036
Location:
Margate, Florida
Audit
Fees
The
aggregate fees billed for the fiscal years ended March 31, 2023 and 2022 for professional services rendered by Assurance Dimensions Inc.,
the principal accountant for the audit of the Company’s annual financial statements included in our Form 10-K and review of our
quarterly unaudited financial statements or services that are normally provided by the accountant in connection with statutory and regulatory
filings or engagements for those fiscal years were $58,000 and $73,605, respectively.
Audit-Related
Fees
For
the fiscal years ended March 31, 2023 and 2022, there were no fees billed for services reasonably related to the performance of the audit
or review of the financial statements outside of those fees disclosed above under “Audit Fees.”
Tax
Fees
For
the fiscal years ended March 31, 2023, and 2022, there were no fees billed for services for tax compliance, tax advice, and tax planning
work by our principal accountants.
All
Other Fees
None.
Pre-Approval
Policies and Procedures
The
Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by the independent public accountants.
These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided
for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to
a specific budget. Assurance Dimensions and management are required to periodically report to the Audit Committee regarding the extent
of services provided by the independent public accountants in accordance with this pre-approval, and the fees for the services performed
to date. The Audit Committee may also pre-approve particular services on a case by case basis. The Audit Committee approved one hundred
percent (100%) of all services provided by Assurance Dimensions during Fiscal 2023 and 2022.
The
Audit Committee has considered the nature and amount of the fees billed by Assurance Dimensions and believes that the provision of the
services is compatible with maintaining the independence of Assurance Dimensions.
PART
IV
ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)
|
Financial
Statements. |
Included
in Item 8
(b) |
Exhibits
required by Item 601. |
|
3.1
|
Articles
of Incorporation, as amended (incorporated by reference to Exhibit 3.1 in the Company’s Registration Statement on Form S-8
filed with the SEC on June 17, 2022). |
|
|
|
|
3.2 |
Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 in the Company’s Registration Statement on Form S-8 filed with the SEC on October 18, 2022). |
|
|
|
|
4.1 |
Description
of Registrant’s Securities * |
|
|
|
|
4.2 |
Warrant Agent Agreement dated as of August 10, 2021 between PetVivo Holdings, Inc. and Equity Stock Transfer, LLC and Form of Global Warrant Certificate (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 16, 2021). |
|
|
|
|
4.3 |
Form of Warrant issued by the Company to ThinkEquity, a division of Fordham Financial management Inc. and its designees (incorporated by reference to Exhibit 4.1 in the Company’s Current Report on Form 8-K filed with the SEC on August 16, 2021). |
|
|
|
|
10.1 |
Employment Agreement dated as of November 10, 2021 between PetVivo Holdings, Inc. and John Lai, as amended effective as of November 1, 2022 and February 24, 2023.*+ |
|
|
|
|
10.2 |
Employment
Agreement dated as of November 10, 2021 between PetVivo Holdings, Inc. and Robert Folkes, as amended effective as of November 1,
2022.*+ |
|
|
|
|
10.3 |
Employment Agreement dated as of November 10, 2021 between PetVivo Holdings, Inc. and Randall Meyer, as amended effective as of November 1, 2022.*+ |
|
|
|
|
10.4 |
PetVivo Holdings, Inc. Amended and Restated 2020 Equity Compensation Plan (incorporated by reference to Exhibit 10.1 in the Company’s Current Report on Form 8-K filed with the SEC on October 17, 2022). + |
|
|
|
|
10.5 |
Form of Stock Option Agreement for use with the PetVivo Holdings, Inc. Amended and Restated 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 in the Company’s Annual Report on Form 10-K for fiscal 2022 filed with the SEC on June 24, 2022).+ |
|
|
|
|
10.6 |
Form of Restricted Stock Unit Award Agreement for use with the PetVivo Holdings, Inc. Amended and Restated 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.6 in the Company’s Annual Report on Form 10-K for fiscal 2022 filed with the SEC on June 24, 2022).+ |
|
|
|
|
10.7 |
Distribution Services Agreement made as of June 17, 2022 by and between MWI Veterinary Supply Co, Inc. and PetVivo Holdings, Inc. Portions
of this exhibit have been omitted pursuant to Regulation S-K Item 601(b)(10). (Incorporated by reference to Exhibit 10.1 in the Company’s
Quarterly Report on 10-Q filed with the SEC on August 11, 2022). |
|
|
|
|
10.8 |
Lease
dated January 10, 2023 by and between PetVivo Holdings, Inc. and Dewey AL L.L.C. and Dewey MS L.L.C* |
|
|
|
|
10.9 |
Settlement
and General Release Agreement effective September 1, 2020 between PetVivo Holdings, Inc. and its wholly-owned subsidiaries and David
B. Masters (incorporated by reference to Exhibit 10.3 in the Company’s Form 8-K filed with the SEC on September 17, 2020). |
|
10.10 |
Consulting
Agreement effective September 1, 2020 between PetVivo Holdings, Inc. and David B. Masters (incorporated by reference to Exhibit 10.4
in the Company’s Form 8-K filed with the SEC on September 17, 2020). + |
|
|
|
|
10.11 |
Note
Conversion Agreement effective as of October 15, 2020 by and between PetVivo Holdings, Inc. and David B. Masters (incorporated by
reference to Exhibit 10.1 in the Company’s Form 8-K filed with the SEC on October 26, 2020). |
|
|
|
|
10.12 |
Escrow
Agreement effective as of December 16, 2019 by and between PetVivo Holdings, Inc., John Dolan and John Lai (incorporated by reference
to Exhibit 10.13 in the Company’s reference to Exhibit 10.3 in the Company’s Form S-1/A (File No. 333-24942) filed with
the SEC on December 31, 2020).+ |
|
|
|
|
21.1 |
List
of Subsidiaries (incorporated by reference to Exhibit 21.1 in the Company’s Annual Report on Form 10-K for fiscal 2022 filed
with the SEC on July 24, 2022).
|
|
|
|
|
23.1
|
Consent of Assurance Dimensions, Inc.* |
|
|
|
|
31.1 |
Certification
of Principal Executive Officer Required By Rule 13a-14(A) of the Securities Exchange Act of 1934, As Amended, As Adopted Pursuant
To Section 302 of the Sarbanes-Oxley Act of 2002* |
|
|
|
|
31.2 |
Certification
of Principal Financial Officer Required By Rule 13a-14(A) of the Securities Exchange Act of 1934, As Amended, As Adopted Pursuant
To Section 302 of the Sarbanes-Oxley Act of 2002* |
|
|
|
|
32.1 |
Certification
of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002* |
|
|
|
|
32.2 |
Certification
of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002* |
|
|
|
|
101.INS* |
Inline
XBRL Instance Document |
|
|
|
|
101.SCH* |
Inline
XBRL Taxonomy Extension Schema |
|
|
|
|
101.CAL* |
Inline
XBRL Taxonomy Extension Calculation Linkbase |
|
|
|
|
101.DEF* |
Inline
XBRL Taxonomy Extension Definition Linkbase |
|
|
|
|
101.LAB* |
Inline
XBRL Taxonomy Extension Label Linkbase |
|
|
|
|
101.PRE* |
Inline
XBRL Taxonomy Extension Presentation Linkbase |
|
|
|
|
104* |
Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
*Filed
herewith
+
Indicates compensatory plan
ITEM
16. FORM 10-K SUMMARY
Not
Applicable.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
|
PetVivo
Holdings, Inc.,
|
|
a Nevada
corporation |
|
|
|
June
29, 2023 |
By:
|
/s/
John Lai |
|
|
John
Lai |
|
Its: |
CEO,
President and Director
(Principal
Executive Officer) |
|
|
|
June
29, 2023 |
By:
|
/s/
Robert J. Folkes |
|
|
Robert
J. Folkes |
|
Its: |
Chief
Financial Officer
(Principal
Financial and Accounting Officer) |
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
/s/
John Lai |
|
June
29, 2023 |
John
Lai |
|
|
CEO,
President, and Director |
|
|
(Principal
Executive Officer) |
|
|
|
|
|
/s/
Robert J. Folkes |
|
June
29, 2023 |
Robert
Folkes |
|
|
Chief
Financial Officer |
|
|
|
|
|
/s/
Spencer Breithaupt |
|
June
29, 2023 |
Spencer
Breithaupt |
|
|
Director |
|
|
|
|
|
/s/
Leslie Coolidge |
|
June
29, 2023 |
Leslie
Coolidge |
|
|
Director |
|
|
|
|
|
/s/
Robert Costantino |
|
June
29, 2023 |
Robert
Costantino |
|
|
Director |
|
|
|
|
|
/s/
Joseph Jasper |
|
June
29, 2023 |
Joseph
Jasper |
|
|
Director |
|
|
|
|
|
/s/
Scott Johnson |
|
June
29, 2023 |
Scott
Johnson |
|
|
Director |
|
|
|
|
|
/s/
James Martin |
|
June
29, 2023 |
James
Martin |
|
|
Director |
|
|
|
|
|
/s/
Robert Rudelius |
|
June
29, 2023 |
Robert
Rudelius |
|
|
Director |
|
|
PETVIVO
HOLDINGS, INC.
INDEX
TO FINANCIAL STATEMENTS
![](https://www.sec.gov/Archives/edgar/data/1512922/000149315223022907/fin_001.jpg)
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors and Stockholders of Petvivo Holdings, Inc.
Opinion
on the Consolidated Financial Statements
We
have audited the accompanying consolidated balance sheets of Petvivo Holdings, Inc. (the “Company”) as of March 31, 2023
and 2022, and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for each of the
two years in the period ended March 31, 2023 and the related notes (collectively referred to as the “consolidated financial statements”).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company
as of March 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended March
31, 2023, in conformity with accounting principles generally accepted in the United States of America.
Explanatory
Paragraph- Going Concern
The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 10 to the consolidated financial statements, the Company has suffered recurring losses. For the year ended March 31, 2023, the
Company had a net loss of $ 8,717,608 and net cash used in operating activities of $ 6,794,483; and as of March 31, 2023 an accumulated
deficit of $71,844,029. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s
plans in regard to these matters are also described in Note 10. The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
Basis
for Opinion
These
consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion
on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing
an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our
audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audits provide a reasonable basis for our opinion.
ASSURANCE
DIMENSIONS CERTIFIED PUBLIC ACCOUNTANTS & ASSOCIATES
also
d/b/a McNAMARA and ASSOCIATES, PLLC
TAMPA
BAY: 4920 W Cypress Street, Suite 102 | Tampa, FL 33607 | Office: 813.443.5048 | Fax: 813.443.5053
JACKSONVILLE:
4720 Salisbury Road, Suite 223 | Jacksonville, FL 32256 | Office: 888.410.2323 | Fax: 813.443.5053
ORLANDO:
1800 Pembrook Drive, Suite 300 | Orlando, FL 32810 | Office: 888.410.2323 | Fax: 813.443.5053
SOUTH FLORIDA: 2000 Banks Road,
Suite 218 | Margate, FL 33063 | Office: 754.800.3400 | Fax: 813.443.5053 www.assurancedimensions.com
Critical
Audit Matters
The
critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements
that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are
material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined
that there are no critical audit matters.
![](https://www.sec.gov/Archives/edgar/data/1512922/000149315223022907/fin_002.jpg) |
|
|
|
We
have served as the Company’s auditor since 2019. |
|
Margate, Florida |
|
June
29, 2023 |
|
PETVIVO
HOLDINGS, INC.
CONSOLIDATED
BALANCE SHEETS
| |
March
31, 2023 | | |
March
31, 2022 | |
Assets: | |
| | | |
| | |
Current Assets | |
| | | |
| | |
Cash and cash
equivalents | |
$ | 475,314 | | |
$ | 6,106,827 | |
Accounts receivable | |
| 86,689 | | |
| 2,596 | |
Inventory, net | |
| 370,283 | | |
| 98,313 | |
Prepaid
expenses and other current assets | |
| 491,694 | | |
| 547,664 | |
Total Current Assets | |
| 1,423,980 | | |
| 6,755,400 | |
| |
| | | |
| | |
Property and Equipment, net | |
| 630,852 | | |
| 311,549 | |
| |
| | | |
| | |
Other Assets: | |
| | | |
| | |
Operating lease right-of-use | |
| 317,981 | | |
| 299,101 | |
Patents and trademarks,
net | |
| 38,649 | | |
| 48,452 | |
Security
deposit | |
| 27,490 | | |
| 12,830 | |
Total
Other Assets | |
| 384,120 | | |
| 360,383 | |
Total
Assets | |
$ | 2,438,952 | | |
$ | 7,427,332 | |
| |
| | | |
| | |
Liabilities and Stockholders’ Equity: | |
| | | |
| | |
| |
| | | |
| | |
Current Liabilities | |
| | | |
| | |
Accounts payable | |
$ | 588,713 | | |
$ | 323,384 | |
Accrued expenses | |
| 779,882 | | |
| 784,375 | |
Operating lease liability
– short term | |
| 78,149 | | |
| 59,178 | |
Note
payable and accrued interest | |
| 6,936 | | |
| 6,549 | |
Total Current Liabilities | |
| 1,453,680 | | |
| 1,173,486 | |
Other Liabilities | |
| | | |
| | |
Note payable and accrued
interest (net of current portion) | |
| 20,415 | | |
| 27,201 | |
Operating
lease liability (net of current portion) | |
| 239,832 | | |
| 239,923 | |
Total
Other Liabilities | |
| 260,247 | | |
| 267,124 | |
Total
Liabilities | |
| 1,713,927 | | |
| 1,440,610 | |
| |
| | | |
| | |
Commitments and Contingencies (see Note 9) | |
| - | | |
| - | |
| |
| | | |
| | |
Stockholders’ Equity: | |
| | | |
| | |
Preferred stock, par value
$0.001, 20,000,000 shares authorized, no shares issued and outstanding at March 31, 2023 and March 31, 2022 | |
| - | | |
| - | |
Common stock, par value
$0.001, 250,000,000 shares authorized, 10,950,220 and 9,988,361 shares issued and outstanding at March 31, 2023 and March 31, 2022,
respectively | |
| 10,950 | | |
| 9,988 | |
Common Stock to be Issued | |
| 137,500 | | |
| - | |
Additional Paid-In Capital | |
| 72,420,604 | | |
| 69,103,155 | |
Accumulated
Deficit | |
| (71,844,029 | ) | |
| (63,126,421 | ) |
Total
Stockholders’ Equity | |
| 725,025 | | |
| 5,986,722 | |
Total
Liabilities and Stockholders’ Equity | |
$ | 2,438,952 | | |
$ | 7,427,332 | |
The
accompanying notes are an integral part of these audited consolidated financial statements.
PETVIVO
HOLDINGS, INC.
CONSOLIDATED
STATEMENTS OF OPERATIONS
| |
2023 | | |
2022 | |
| |
Year
Ended March 31, | |
| |
2023 | | |
2022 | |
Revenues | |
$ | 917,162 | | |
$ | 115,586 | |
| |
| | | |
| | |
Cost of Sales | |
| 526,817 | | |
| 201,154 | |
Gross
Profit (Loss) | |
| 390,345 | | |
| (85,568 | ) |
| |
| | | |
| | |
Operating Expenses: | |
| | | |
| | |
| |
| | | |
| | |
Sales and Marketing | |
| 3,410,277 | | |
| 1,347,585 | |
Research and Development | |
| 690,577 | | |
| 474,881 | |
General
and Administrative | |
| 5,022,943 | | |
| 3,148,494 | |
| |
| | | |
| | |
Total
Operating Expenses | |
| 9,123,797 | | |
| 4,970,960 | |
| |
| | | |
| | |
Operating Loss | |
| (8,733,452 | ) | |
| (5,056,528 | ) |
| |
| | | |
| | |
Other Income | |
| | | |
| | |
Forgiveness of PPP loan
and Accrued Interest | |
| - | | |
| 31,680 | |
Interest
Income | |
| 15,844 | | |
| 9,853 | |
Total
Other Income | |
| 15,844 | | |
| 41,533 | |
| |
| | | |
| | |
| |
| | | |
| | |
Income
Tax Provision | |
| - | | |
| - | |
| |
| | | |
| | |
Net
Loss | |
$ | (8,717,608 | ) | |
$ | (5,014,995 | ) |
| |
| | | |
| | |
Net Loss Per Share: | |
| | | |
| | |
Basic
and Diluted | |
$ | (0.85 | ) | |
$ | (0.57 | ) |
| |
| | | |
| | |
Weighted Average Common Shares Outstanding: | |
| | | |
| | |
Basic
and Diluted | |
| 10,222,994 | | |
| 8,760,877 | |
The
accompanying notes are an integral part of these audited consolidated financial statements.
PETVIVO
HOLDINGS, INC.
CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
Year
Ended March 31, 2023
| |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Issued | | |
Total | |
| |
Common
Stock | | |
Additional
Paid-in | | |
Accumulated | | |
Common
Stock to be | | |
| |
| |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Issued | | |
Total | |
Balance at March 31, 2022 | |
| 9,988,361 | | |
$ | 9,988 | | |
$ | 69,103,155 | | |
$ | (63,126,421 | ) | |
$ | - | | |
$ | 5,986,722 | |
Common stock sold | |
| 610,011 | | |
| 610 | | |
| 1,388,635 | | |
| - | | |
| - | | |
| 1,389,245 | |
Cash paid to exercise warrants | |
| 48,664 | | |
| 49 | | |
| 66,509 | | |
| - | | |
| - | | |
| 66,558 | |
Stock issued for services | |
| 126,000 | | |
| 126 | | |
| 399,714 | | |
| - | | |
| - | | |
| 399,840 | |
Stock-based compensation | |
| - | | |
| - | | |
| 1,462,768 | | |
| - | | |
| - | | |
| 1,462,768 | |
Vesting of restricted stock units | |
| 177,184 | | |
| 177 | | |
| (177 | ) | |
| - | | |
| - | | |
| - | |
Common stock subscribed | |
| - | | |
| - | | |
| - | | |
| - | | |
| 137,500 | | |
| 137,500 | |
Net loss | |
| - | | |
| - | | |
| - | | |
| (8,717,608 | ) | |
| - | | |
| (8,717,608 | ) |
Balance at March 31,
2023 | |
| 10,950,220 | | |
$ | 10,950 | | |
$ | 72,420,604 | | |
$ | (71,844,029 | ) | |
$ | 137,500 | | |
$ | 725,025 | |
Year
Ended March 31, 2022
| |
Common
Stock | | |
Additional
Paid-in | | |
Accumulated | | |
Common
Stock to be | | |
| |
| |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Issued | | |
Total | |
Balance at March 31, 2021 | |
| 6,799,113 | | |
$ | 6,799 | | |
$ | 57,207,648 | | |
$ | (58,111,426 | ) | |
$ | - | | |
$ | (896,979 | ) |
Balance | |
| 6,799,113 | | |
$ | 6,799 | | |
$ | 57,207,648 | | |
$ | (58,111,426 | ) | |
$ | - | | |
$ | (896,979 | ) |
Common stock sold | |
| 2,560,014 | | |
| 2,560 | | |
| 5,309,069 | | |
| - | | |
| - | | |
| 5,311,629 | |
Warrants sold | |
| - | | |
| - | | |
| 4,889,252 | | |
| - | | |
| - | | |
| 4,889,252 | |
Cash paid to exercise warrants | |
| 6,094 | | |
| 6 | | |
| 42,025 | | |
| - | | |
| - | | |
| 42,031 | |
Cashless warrant exercise | |
| 200,044 | | |
| 200 | | |
| (200 | ) | |
| - | | |
| - | | |
| - | |
Stock issued for services | |
| 126,194 | | |
| 126 | | |
| 524,104 | | |
| - | | |
| - | | |
| 524,230 | |
Stock-based compensation | |
| - | | |
| - | | |
| 702,896 | | |
| - | | |
| - | | |
| 702,896 | |
Stock issued for debt conversion | |
| 80,522 | | |
| 80 | | |
| 232,578 | | |
| - | | |
| - | | |
| 232,658 | |
Vesting of restricted stock units | |
| 172,824 | | |
| 173 | | |
| (173 | ) | |
| - | | |
| - | | |
| - | |
Stock granted for debt conversion | |
| 43,556 | | |
| 44 | | |
| 195,956 | | |
| - | | |
| - | | |
| 196,000 | |
Net loss | |
| - | | |
| - | | |
| - | | |
| (5,014,995 | ) | |
| - | | |
| (5,014,995 | ) |
Balance at March 31,
2022 | |
| 9,988,361 | | |
$ | 9,988 | | |
$ | 69,103,155 | | |
$ | (63,126,421 | ) | |
$ | - | | |
$ | 5,986,722 | |
Balance | |
| 9,988,361 | | |
$ | 9,988 | | |
$ | 69,103,155 | | |
$ | (63,126,421 | ) | |
$ | - | | |
$ | 5,986,722 | |
The
accompanying notes are an integral part of these audited consolidated financial statements.
PETVIVO
HOLDINGS, INC.
CONSOLIDATED
STATEMENTS OF CASH FLOWS
| |
March
31, 2023 | | |
March
31,2022 | |
| |
For
the Year Ended | |
| |
March
31, 2023 | | |
March
31,2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |
| | | |
| | |
Net Loss | |
$ | (8,717,608 | ) | |
$ | (5,014,995 | ) |
Adjustments to Reconcile
Net Loss to Net Cash Used in Operating Activities: | |
| | | |
| | |
Stock-based compensation | |
| 1,462,768 | | |
| 702,896 | |
Stock issued for services | |
| - | | |
| 84,130 | |
Investor relations services
paid in stock | |
| 507,600 | | |
| 220,050 | |
Depreciation and amortization | |
| 114,434 | | |
| 65,153 | |
Forgiveness of PPP loan
and accrued interest | |
| - | | |
| (31,680 | ) |
Changes in Operating Assets
and Liabilities | |
| | | |
| | |
Increase in prepaid expenses
and other current assets | |
| (66,450 | ) | |
| (208,668 | ) |
Increase in accounts receivable | |
| (84,093 | ) | |
| (2,596 | ) |
Increase in inventory | |
| (271,970 | ) | |
| (98,313 | ) |
Interest accrued on convertible
notes payable | |
| - | | |
| (3,013 | ) |
Interest accrued on notes
payable - related party | |
| - | | |
| 4,013 | |
Increase in accounts payable
and accrued expenses | |
| 260,836 | | |
| 144,874 | |
Decrease
in accrued expenses - related party | |
| - | | |
| (36,808 | ) |
Net Cash Used In Operating
Activities | |
| (6,794,483 | ) | |
| (4,174,957 | ) |
| |
| | | |
| | |
CASH FLOWS FROM INVESTING ACTIVITIES | |
| | | |
| | |
Purchase of equipment | |
| (423,934 | ) | |
| (154,030 | ) |
Disbursements
for patents and trademarks | |
| - | | |
| (29,154 | ) |
Net Cash Used in Investing
Activities | |
| (423,934 | ) | |
| (183,184 | ) |
| |
| | | |
| | |
CASH FLOWS FROM FINANCING ACTIVITIES | |
| | | |
| | |
Proceeds from stock and
warrants sold | |
| 1,389,245 | | |
| 10,200,881 | |
Proceeds from exercise of warrants | |
| 66,558 | | |
| 42,031 | |
Proceeds from common stock
to be issued | |
| 137,500 | | |
| - | |
Decrease in deferred offering
costs | |
| - | | |
| 280,163 | |
Repayments of notes payable | |
| (6,399 | ) | |
| (5,778 | ) |
Repayments of PPP loan | |
| - | | |
| (7,340 | ) |
Repayments of notes payable
- related party | |
| - | | |
| (48,267 | ) |
Repayments
of notes payable – directors | |
| - | | |
| (20,300 | ) |
Net
Cash Provided by Financing Activities | |
| 1,586,904 | | |
| 10,441,390 | |
Net (Decrease) Increase
in Cash | |
| (5,631,513 | ) | |
| 6,083,249 | |
Cash
at Beginning of Year | |
| 6,106,827 | | |
| 23,578 | |
Cash
at End of Year | |
$ | 475,314 | | |
$ | 6,106,827 | |
| |
| | | |
| | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |
| | | |
| | |
Cash Paid During The Year
For: | |
| | | |
| | |
Interest | |
$ | 2,842 | | |
$ | 9,642 | |
SUPPLEMENTAL DISCLOSURE
ON NON-CASH FINANCING AND INVESTING ACTIVITIES | |
| | | |
| | |
Stock granted for debt
conversion | |
$ | - | | |
$ | 232,658 | |
Stock granted for share-settled
debt obligation conversion | |
$ | - | | |
$ | 196,000 | |
Stock granted for investor
relations services recorded as a prepaid asset | |
$ | 399,840 | | |
$ | 220,050 | |
Increase to operating lease
right of use asset and operating lease liability | |
$ | 88,013 | | |
$ | 167,924 | |
The
accompanying notes are an integral part of these audited consolidated financial statements.
PetVivo
Holdings, Inc.
Notes
to Consolidated Financial Statements
March
31, 2023 and 2022
NOTE
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
(A)
Organization and Description
The
Company is in the business of licensing and commercializing our proprietary medical devices and biomaterials for the treatment and/or
management of afflictions and diseases in animals, initially for dogs and horses. The Company began commercialization of its lead product
Spryng™ with OsteoCushion™ Technology, a veterinarian-administered, intraarticular injection for the management of lameness
and other joint afflictions such osteoarthritis in dogs and horses, in September 2021. The Company has a pipeline of additional products
for the treatment of animals in various stages of development. A portfolio of nineteen patents protects the Company’s biomaterials,
products, production processes and methods of use. The Company’s operations are conducted from its headquarter facilities in suburban
Minneapolis, Minnesota.
(B)
Basis of Presentation
PetVivo
Holdings, Inc. (the “Company”) was incorporated in Nevada under a former name in 2009 and entered its current business in
2014 through a stock exchange reverse merger with PetVivo, Inc., a Minnesota corporation. This merger resulted in PetVivo, Inc. becoming
a wholly-owned subsidiary of the Company. In April 2017, the Company acquired another Minnesota corporation, Gel-Del Technologies, Inc.,
through a statutory merger, which is also a wholly-owned subsidiary of the Company.
(C)
Principles of Consolidation
The
accompanying consolidated financial statements include the accounts of the Company and its two wholly-owned Minnesota corporations, Gel-Del
Technologies, Inc. and PetVivo, Inc. All intercompany accounts have been eliminated upon consolidation.
(D)
Use of Estimates
In
preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates
and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at
the date of the financial statements and revenues and expenses during the reporting period. Actual results could differ from those estimates.
Significant estimates include collectability of accounts receivable, inventory obsolescence, estimated useful lives and potential impairment
of property and equipment and intangibles, estimate of fair value of share-based payments, distributor rebate payable, provision for
product returns, right of use lease assets and liabilities, and valuation of deferred tax assets.
(E)
Cash and Cash Equivalents
The
Company considers all highly-liquid, temporary cash investments with an original maturity of three months or less to be cash equivalents.
The Company had no cash equivalents at March 31, 2023.
(F)
Concentration Risk
The
Company maintains its cash with various financial institutions, which at times may exceed federally insured limits. At March 31, 2023
and 2022, the Company did have cash balances in excess of the federally insured limits.
(G)
Accounts Receivable
Accounts
receivable consists primarily of amounts due from a distributor (see revenue recognition). Accounts receivable is recorded based on management’s
assessment of the expected consideration to be received, based on a detailed review of historical collections. Management relies on the
results of the assessment, which includes payment history of the applicable payer as a primary source of information in estimating the
collectability of our accounts receivable. We update our assessment on a quarterly basis, which to date has not resulted in any material
adjustments to the valuation of our accounts receivable. We believe the assessment provides reasonable estimates of our accounts receivable
valuation, and therefore we believe that substantially all accounts receivable are fully collectible.
(H)
Inventory
Inventories
are recorded in accordance with Accounting Standards Codification (“ASC”) 330, Inventory, and are stated at the lower of
cost or net realizable value. We account for inventories using the first in first out (FIFO) methodology. Provisions for inventory obsolescence
are charged to Cost of Sales. There were no provisions for inventory obsolescence for the years ended March 2023 and 2022.
(I)
Property & Equipment
Property
and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged
to operations as incurred. Depreciation is computed by the straight-line method (after considering their respective estimated residual
values) over the assets estimated useful life of 3 to 5 years for production and computer equipment and furniture and 5 to 7 years for
leasehold improvements.
(J)
Patents and Trademarks
The
Company capitalizes direct costs for the maintenance and advancement of its patents and trademarks and amortizes these costs over the
lesser of the useful life of 60 months or the life of the patent. We evaluate the recoverability of intangible assets periodically by
considering events or circumstances that may warrant revised estimates of useful lives or that indicate the asset may be impaired.
(K)
Loss Per Share
Basic
loss per share is computed by dividing net loss by weighted average number of shares of common stock outstanding during each period.
Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents
and potentially dilutive securities outstanding during the period.
The
Company had 3,562,817 warrants outstanding as of March 31, 2023, with varying exercise prices ranging from $1.20 to $5.63 per share.
The weighted average exercise price for these warrants is $5.05 per share. These warrants are excluded from the weighted average number
of shares because they are considered anti-dilutive.
The
Company had 256,804 restricted stock units outstanding as of March 31, 2023, which are excluded from the weighted average number of shares
because they are considered anti-dilutive.
The
Company had 884,849 stock options outstanding as of March 31, 2023, with varying exercise prices ranging from $1.39 to $2.79 per share.
The weighted average exercise price for these stock options is $2.19 per share. These stock options are excluded from the weighted average
number of shares because they are considered anti-dilutive.
The
Company had 3,754,484 warrants outstanding as of March 31, 2022, with varying exercise prices ranging from $1.20 to $6.67 per share.
The weighted average exercise price for these warrants was $4.95 per share. These warrants were excluded from the weighted average number
of shares because they are considered anti-dilutive.
The
Company had 372,668 restricted stock units outstanding as of March 31, 2022, which were excluded from the weighted average number of
shares because they are considered anti-dilutive.
The
Company had 195,000 stock options outstanding as of March 31, 2022, with varying exercise prices ranging from $1.39 to $1.99 per share.
The weighted average exercise price for these options was $1.56 per share. These options were excluded from the weighted average number
of shares because they are considered anti-dilutive.
The
Company uses the guidance in ASC 260 to determine if-converted loss per share. ASC 260 states that convertible securities should be considered
exercised on the latter of the first day of the reporting period’s quarter or the inception date of the debt instrument. Also,
the if-converted method shall not be applied for the purposes of computing diluted EPS if the effect would be anti-dilutive.
(L)
Revenue Recognition
The
Company recognizes revenue in accordance with ASC 606 “Revenue from Contracts with Customers.”
The
Company derives revenue from the sale of its pet care products directly to its veterinarian customers in the United States. The Company
recognizes revenue when performance obligations under the terms of a contract with the veterinarian customer are satisfied. Product sales
occur once control or title is transferred based on the commercial terms. Revenue is recognized upon delivery to the customer, which
is when control of these products is transferred and in an amount that reflects the consideration the Company expects to receive for
these products. Shipping costs charged to customers are reported as an offset to the respective shipping costs. The Company does not
have any significant financing components as payment is received at or shortly after the point of sale.
The
Company entered into a Distribution Services Agreement (the “Agreement”) with MWI Veterinary Supply Co. (the “Distributor”)
on June 17, 2022. Contracts with the Distributor are evidenced by individual executed purchase orders subject to the terms of the Agreement.
The contracts consist of a single performance obligation related to the sale of our pet care products. Product sales occur once control
or title is transferred based on the commercial terms in the Agreement. Revenue is recognized upon delivery to the Distributor; payment
is due within 60 days. The Agreement provides for a distribution fee payable to the Distributor equal to 5% of gross monthly sales payable
in 45 days; the distribution fee is netted against revenue. The Agreement provides for a rebate payable to the Distributor based on annual
sales volume that is retroactively applied. The rebate is estimated under the expected value method and is netted against revenue. Sales
are subject to various right of return provisions; the Company uses an expected value method to estimate returns and has determined that
any returns would be immaterial as of March 31, 2023. As a result, there is no refund liability recorded. Shipping and handling costs
are a fulfillment activity and are reported as cost of sales.
For
the year ended March 31, 2023, the Company recognized revenue from product sales under the Agreement of $636,345. This represents 69%
of total revenues for the year ended March 31, 2023.
Assets
and liabilities (included in accrued expenses) under the Agreement were as follows at March 31, 2023:
SCHEDULE
OF RECOGNIZED REVENUE ASSETS AND LIABILITIES
| |
| | |
Accounts receivable | |
$ | 81,510 | |
Rebate liability | |
$ | 28,000 | |
Distribution fee payable | |
$ | 5,187 | |
(M)
Research and Development
The
Company expenses research and development costs as incurred.
(N)
Fair Value of Financial Instruments
The
Company applies the accounting guidance under ASC 820-10, “Fair Value Measurements”, as well as certain related Financial
Accounting Standards Board (“FASB”) staff positions. This guidance defines fair value as the price that would be received
from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers
the principal or most advantageous market in which it would transact business and considers assumptions that marketplace participants
would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance.
The
guidance also establishes a fair value hierarchy for measurements of fair value as follows:
|
● |
Level
1 - quoted market prices in active markets for identical assets or liabilities. |
|
|
|
|
● |
Level
2 - inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar
assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs
that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. |
|
|
|
|
● |
Level
3 - unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets
or liabilities. |
The
Company’s financial instruments consist of accounts receivable, accounts payable, accrued expenses and note payable and accrued
interest. The carrying amount of the Company’s financial instruments approximates their fair value as of March 31, 2023 and 2022
due to the short-term nature of these instruments and the Company’s borrowing rate of interest.
In
instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy,
the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is
significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to
the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The valuation
of the Company’s note payable recorded at fair value is determined using Level 3 inputs, which consider (i) time value, (ii) current
market and (iii) contractual prices.
The
Company had no assets and liabilities measured at fair value on a recurring basis on March 31, 2023 and 2022.
(O)
Stock-Based Compensation - Non-Employees
Equity
Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services
The
Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under the guidance of
ASC 505-50.
Pursuant
to ASC 505-50-30, all transactions in which goods or services are the consideration received for the issuance of equity instruments are
accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more
reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the date of grant.
The
fair value of stock options and similar instruments is estimated on the date of grant using a Black-Scholes option-pricing valuation
model. The ranges of assumptions for inputs are as follows:
|
●
|
Expected
term of stock options and similar instruments: Pursuant to ASC Paragraph 718-10-50-2(f)(2)(i), the expected term of stock options
and similar instruments represents the period of time the stock options and similar instruments are expected to be outstanding taking
into consideration the contractual term of the instruments and the holder’s expected exercise behavior into the fair value
(or calculated value) of the instruments. The Company uses historical data to estimate the holder’s expected exercise behavior. |
|
|
|
|
●
|
Expected
volatility of the entity’s shares and the method used to estimate it. Pursuant to ASC
Paragraph 718-10-50-2(f)(2)(ii), a thinly traded or nonpublic entity that uses the calculated
value method shall disclose the reasons why it is not practicable for the Company to estimate
the expected volatility of its stock price, the appropriate industry sector index that it
has selected, the reasons for selecting that particular index, and how it has calculated
historical volatility using that index. The Company uses its average historical volatility
over the expected contractual life of the stock options or similar instruments as its expected
volatility.
|
|
●
|
Expected
annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term
shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based
on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term
of the stock options and similar instruments. |
|
|
|
|
●
|
Risk-free
rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The
risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected
term of the stock options and similar instruments. |
Pursuant
to ASC Paragraphs 505-50-25-8 and 505-50-25-9, an entity may grant fully vested, non-forfeitable equity instruments that are exercisable
by the grantee only after a specified period of time or if the terms of the agreement provide for earlier exercisability if the grantee
achieves specified performance conditions. Any measured cost of the transaction shall be recognized in the same period(s) and in the
same manner as if the entity had paid cash for the goods or services or used cash rebates as a sales discount instead of paying with,
or using, the equity instruments. A recognized asset, expense, or sales discount shall not be reversed if a share option and similar
instrument that the counterparty has the right to exercise expires unexercised.
(P)
Stock-Based Compensation
Stock
options are valued using the Black-Scholes option-pricing model. The Black-Scholes valuation model require the input of highly subjective
assumptions. The assumptions include the expected term of the option, the expected volatility of the price of our common stock, expected
dividend yield and the risk-free interest rate. These estimates involve inherent uncertainties and the significant application of management’s
judgment. If factors change and different assumptions are used, our stock-based compensation expense could be materially different in
the future. We recognize compensation expense for these options on a straight-line basis over the requisite service period (see Note
11 – “Stockholders’ Equity”).
(Q)
Income Taxes
The
Company accounts for income taxes under ASC 740. Deferred tax assets and liabilities are determined based upon differences between financial
reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the
differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a
deferred tax asset will not be realized.
As
required by ASC 450, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant
tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not
threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of
being realized upon ultimate settlement with the relevant tax authority.
The
Company is not currently under examination by any federal or state jurisdiction.
The
Company’s policy is to record tax-related interest and penalties as a component of operating expenses.
(R)
Recent Accounting Pronouncements
The
Company has reviewed the FASB issued ASU accounting pronouncements and interpretations thereof that have effectiveness dates during the
periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted
accounting principles and does not believe that any new or modified principles will have a material impact on the Company’s reported
financial position or operations in the near term. The applicability of any standard is subject to the formal review of the Company’s
financial management.
In
August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging
- Contracts in Entity’s Own Equity (Subtopic 815-40) - Accounting for Convertible Instruments and Contracts on an Entity’s
Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP.
Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded
conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative
scope exception, which will permit more equity contracts to qualify for the exceptions. The ASU also simplifies the diluted net income
per share calculation in certain areas. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim
periods within those fiscal years, and early adoption is permitted. The Company is currently evaluating the impact of the adoption of
the standard on the consolidated financial statements.
In
June 2016, the FASB issued ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial
Instruments,” which replaces the existing “incurred loss” model for recognizing credit losses with an “expected
loss” model referred to as the CECL model. Under the CECL model, the Company is required to present certain financial assets carried
at amortized cost, such as insurance premium finance loans held for investment, at the net amount expected to be collected. The measurement
of expected credit losses is based on information about past events, including historical experience, current conditions, and reasonable
and supportable forecasts that affect the collectability of the reported amount. The Company is currently evaluating the impact of the
adoption of the standard on the consolidated financial statements and plans to adopt this standard in the first fiscal quarter of 2024.
All
other newly issued, but not yet effective, accounting pronouncements have been deemed either immaterial or not applicable.
NOTE
2 – INVENTORY
As
of March 31, 2023 and 2022, the Company had inventory of $370,283 and $98,313 respectively.
The
inventory components are as follows:
SCHEDULE OF INVENTORY
| |
March
31, 2023 | | |
March
31, 2022 | |
Finished goods | |
$ | 13,159 | | |
$ | 11,889 | |
Work in process | |
| 53,398 | | |
| 22,960 | |
Raw materials | |
| 303,726 | | |
| 63,464 | |
Total
Net | |
$ | 370,283 | | |
$ | 98,313 | |
NOTE
3 – PREPAID EXPENSES AND OTHER CURRENT ASSETS
As
of March 31, 2023, the Company had $491,694 in prepaid expenses and other current assets consisting primarily of $115,000 in investor
relations services, $130,000 in insurance costs, $63,000 in Nasdaq and FINRA fees, $56,000 in board compensation, $42,000 in tradeshows,
$42,000 in supplier advance, and $19,000 in software subscription fees.
As
of March 31, 2022, the Company had $547,664 in prepaid expenses and other current assets consisting primarily of $220,000 in investor
relations services, $148,000 in insurance costs, $71,000 in clinical studies, $46,000 in tradeshows and $45,000 in Nasdaq fees.
NOTE
4 –PROPERTY AND EQUIPMENT
The
components of property and equipment were as follows:
SCHEDULE OF PROPERTY AND EQUIPMENT
| |
March
31, 2023 | | |
March
31, 2022 | |
Leasehold improvements | |
$ | 216,159 | | |
$ | 216,159 | |
Production equipment | |
| 577,067 | | |
| 197,967 | |
R&D equipment | |
| 25,184 | | |
| 25,184 | |
Computer equipment
and furniture | |
| 121,732 | | |
| 76,898 | |
Total, at cost | |
| 940,142 | | |
| 516,208 | |
Accumulated depreciation | |
| (309,290 | ) | |
| (204,659 | ) |
Total
Net | |
$ | 630,852 | | |
$ | 311,549 | |
During
the year ended March 31, 2023 and 2022, depreciation expense was $104,631 and $56,519, respectively.
NOTE
5 – PATENTS AND TRADEMARKS
The
components of patents and trademarks, all of which are finite-lived, were as follows:
SCHEDULE OF COMPONENTS OF PATENTS
AND TRADEMARKS
| |
March
31, 2023 | | |
March
31, 2022 | |
Patents | |
$ | 3,870,057 | | |
$ | 3,870,057 | |
Trademarks | |
| 26,142 | | |
| 26,142 | |
Total at cost | |
| 3,896,199 | | |
| 3,896,199 | |
Accumulated Amortization | |
| (3,857,550 | ) | |
| (3,847,747 | ) |
Total
net | |
$ | 38,649 | | |
$ | 48,452 | |
During
the year ended March 31, 2023 and 2022, amortization expenses was $9,803 and $8,634, respectively.
NOTE
6 – ACCRUED EXPENSES
The
components of accrued expenses were as follows:
SCHEDULE OF COMPONENTS OF ACCRUED EXPENSES
| |
March
31, 2023 | | |
March
31, 2022 | |
Accrued payroll and related
taxes | |
$ | 258,978 | | |
$ | 433,926 | |
Accrued expenses | |
| 188,666 | | |
| 18,211 | |
Accrued lease termination
expense | |
| 332,238 | | |
| 332,238 | |
Total | |
$ | 779,882 | | |
$ | 784,375 | |
Pursuant
to a lease wherein our subsidiary, Gel-Del Technologies, Inc., was the lessee until and through the lease’s termination in fiscal
year 2018, the Company had recorded approximately $332,000 as a potential payable to the lessor. This liability remains outstanding as
of March 31, 2023 and 2022 and is included in accrued expenses.
NOTE
7 – NOTE PAYABLE
In
January 2020, the Company entered into a lease amendment for our corporate office facility whereby the lease term was extended through
November of 2026 in exchange for a loan of $42,500. The note payable accrues interest at a rate of 6% per annum. At March 31, 2023 and
2022, the amount outstanding on the note was $27,351 and $33,750, respectively. At March 31, 2023, the Company classified $6,936 as a
current liability and $20,415 in other liabilities. At March 31, 2022, the Company classified $6,549 as a current liability and $27,201
in other liabilities.
NOTE
8 – RETIREMENT PLAN
In
February 2021, the Company established a 401(k) retirement plan for its employees in which eligible employees can contribute a percentage
of their compensation. The Company may also make discretionary contributions. For the years ended March 31, 2023 and 2022, the Company
made contributions to the plan of $35,266 and $8,000, respectively.
NOTE
9 – COMMITMENTS AND CONTINGENCIES
Lease
Obligations
We
lease property and equipment under operating leases, typically with terms greater than 12 months, and determine if an arrangement contains
a lease at inception. In general, an arrangement contains a lease if there is an identified asset and we have the right to direct the
use of and obtain substantially all of the economic benefit from the use of the identified asset. We record an operating lease liability
at the present value of lease payments over the lease term on the commencement date. The related right of use (‘‘ROU”)
operating lease asset reflects rental escalation clauses, as well as renewal options and/or termination options. The exercise of lease
renewal and/or termination options are at our discretion and are included in the determination of the lease term and lease payment obligations
when it is deemed reasonably certain that the option will be exercised. When available, we use the rate implicit in the lease to discount
lease payments to present value; however, certain leases do not provide a readily determinable implicit rate. Therefore, we must estimate
our incremental borrowing rate to discount the lease payments based on information available at lease commencement.
We
classify our leases as buildings, vehicles or computer and office equipment and do not separate lease and nonlease components of contracts
for any of the aforementioned classifications. In accordance with applicable guidance, we do not record leases with terms that are less
than one year on the Consolidated Balance Sheets.
None
of our lease agreements contain material restrictive covenants or residual value guarantees.
Buildings
The
Company entered into an eighty-four month lease for 3,577 square feet of newly constructed office, laboratory and warehouse space located
in Edina, Minnesota in May 2017. The base rent has annual increases of 2% and the Company is responsible for its proportional share of
common space expenses, property taxes, and building insurance. This lease is terminable by the landlord if damage causes the property
to no longer be utilized as an integrated whole and by the Company if damage causes the facility to be unusable for a period of 45 days.
In January 2020, the Company entered into a lease amendment to extend the lease term through November of 2026 in exchange for receipt
of a loan of $42,500 recorded to note payable. The monthly base rent as of March 31, 2023 and 2022 was $2,294 and $2,205, respectively.
The
Company entered into a sixty-three month lease for 2,400 square feet of office space located in Edina, Minnesota in January 2022. This
lease will expire in March 2027. The base rent has annual increases of 2.5% and the Company is responsible for its proportional share
of common space expenses, property taxes, and building insurance. The monthly base rent as of March 31, 2023 and 2022 was $2,673.
On
January 10, 2023, the Company entered into a new lease agreement for approximately 14,000 square feet of production and warehouse space
with a commencement date of April 1, 2023, which is when the control and right of use for this lease asset will take place. The initial
monthly base rent is $8,420 and has annual increases of 2.5%. The Company is also responsible for its proportional share of common space
expenses, property taxes, and building insurance. The lease will terminate on June 30, 2033 and the Company has a renewal option for
a period of five years.
Vehicles
We
leased vehicles for certain members of our field sales organization in the year ended March 31, 2023, under a vehicle fleet program whereby
the noncancelable lease is for a term of 48 months. The Company recognized an operating lease right-to-use asset of $88,013 and corresponding
and equal operating lease liability for the lessee. As of March 31, 2023, in addition to monthly rental fees specific to the vehicles,
there are fixed monthly nonlease components that have been included in the ROU operating lease assets and operating lease liabilities.
The nonlease components are not significant.
Operating
lease expense for the years ended March 31, 2023 and March 31, 2022 was $147,802 and $81,816, respectively.
The
following is a maturity analysis of the annual undiscounted cash flows of the operating lease liabilities as of March 31, 2023:
SCHEDULE OF ANNUAL UNDISCOUNTED
OPERATING LEASE LIABILITY
| |
| | |
2024 | |
$ | 86,390 | |
2025 | |
| 87,766 | |
2026 | |
| 89,174 | |
2027 | |
| 63,215 | |
Total | |
| 326,545 | |
Amount representing
interest | |
| (8,564 | ) |
Total | |
$ | 317,981 | |
In
compliance with ASC 842, the Company recognized, based on the extended lease terms to June 2026, November 2026, and March 2027, a treasury
rate of 0.12%, 0.40%, and 7.6% respectively, an operating lease right-to-use asset for approximately $445,500 and corresponding and equal
operating lease liabilities for the leases. As of March 31, 2023, the present value of future base rent lease payments based on the remaining
lease terms and weighted average discount rate of approximately 3.7 years and 0.28%, respectively, are as follows:
SCHEDULE OF BASE RENT LEASE PAYMENTS
| |
| | |
Present value of future base
rent lease payments | |
$ | 317,981 | |
Base rent payments
included in prepaid expenses | |
| - | |
Present value of
future base rent lease payments – net | |
$ | 317,981 | |
As
of March 31, 2023, the present value of future base rent lease payments – net is classified between current and non-current assets
and liabilities as follows:
SCHEDULE OF LEASE CURRENT AND
NON-CURRENT ASSETS AND LIABILITIES
| |
| | |
Operating
lease right-of-use asset | |
$ | 317,981 | |
Total operating lease
assets | |
$ | 317,981 | |
| |
| | |
Operating lease-current liability | |
$ | 78,149 | |
Operating lease-other
liability | |
$ | 239,832 | |
Total operating lease
liabilities | |
$ | 317,981 | |
Employment
Agreements
The
Company has employment agreements with its executive officers. As of March 31, 2023, these agreements contain severance benefits ranging
from one month to six months if terminated without cause.
Legal
Proceedings
David
Masters, a former employee, board member, and consultant to the Company, has threatened to file suit against the Company to recover in
excess of $2 million. Masters’ threatened litigation relates to allegations that the Company promised him additional compensation,
shares, warrants, and future employment while he was associated with the Company. The Company mediated these claims with Masters in 2022
and executed a mediated settlement agreement resolving these claims for a one-time payment of $180,000, to be effective upon execution
of a long form agreement containing this and other settlement terms. The parties appointed the mediator as arbitrator to resolve any
disputes arising during the drafting of the long form agreement on commercially reasonable terms. In early 2023, Masters commenced arbitration
to have certain terms in the long form agreement decided. The arbitrator issued an award setting the final terms of the agreement. Soon
thereafter, Masters refused to execute the long form agreement set by the arbitrator; terminated the law firm representing him in the
mediation, negotiations, and arbitration; suggested that the arbitration award was tainted by a conflict of interest; and threatened
the claims set forth above. The Company believes that Master’s claims are without merit and does not believe that this matter will
have a material impact on its financial position or results of operations.
NOTE
10 - GOING CONCERN
The
accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States
of America, which contemplate continuation of the Company as a going concern.
The
Company incurred net losses of $8,717,608 for the year ended March 31, 2023, had net cash used in operating activities of $6,794,483
for the same period and has an accumulated deficit of $71,844,029 on March 31, 2023. These conditions raise substantial doubt about the
Company’s ability to continue as a going concern for a period of at least twelve months after the date of issuance of these financial
statements. In view of these matters, the Company’s ability to continue as a going concern is dependent upon the Company’s
ability to achieve a level of profitability and/or to obtain adequate financing through the issuance of debt or equity in order to finance
its operations.
The
Company sold shares of its common stock in April 2023 (see Note 13) and management intends to raise additional funds through the offering
of its equity securities. Management believes that the actions presently being taken to further implement its business plan will enable
the Company to continue as a going concern. While the Company believes in its ability to raise additional funds, there can be no assurances
to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement
its business plan and raise additional funds.
These
financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE
11 – STOCKHOLDERS’ EQUITY
Equity
Incentive Plan
On
July 10, 2020, our Board of Directors unanimously approved the PetVivo Holdings, Inc. 2020 Equity Incentive Plan (the “2020 Plan”),
which authorized the issuance of up to 1,000,000 shares of our common stock as awards under the 2020 Plan, subject to approval by our
stockholders at the Annual Meeting of Stockholders held on September 22, 2020, when it was approved by our stockholders and became effective.
On October 14, 2022, the stockholders of the Company approved the PetVivo Holdings, Inc. Amended and Restated 2020 Equity Incentive Plan
(the “Amended Plan”), which increased the number of shares of the Company’s common stock which may be granted under
the Amended Plan from 1,000,000 to 3,000,000. Unless sooner terminated by the Board, the Amended Plan will terminate at midnight on July
10, 2030. The number of shares available to grant under the Amended Plan was 1,483,474 at March 31, 2023.
Employees,
consultants, and advisors of the Company (or any subsidiary), and non-employee directors of the Company will be eligible to receive awards
under the Amended Plan. In the case of consultants and advisors, however, their services cannot be in connection with the offer and sale
of securities in a capital-raising transaction nor directly or indirectly to promote or maintain a market for PetVivo common stock.
The
Amended Plan is administered by the Compensation Committee of our Board of Directors (the “Committee”), which has full power
and authority to determine when and to whom awards will be granted, and the type, amount, form of payment, any deferral payment, and
other terms and conditions of each award. Subject to provisions of the Amended Plan, the Committee may amend or waive the terms and conditions,
or accelerate the exercisability, of an outstanding award. The Committee also has the authority to interpret and establish rules and
regulations for the administration of the Amended Plan. In addition, the Board of Directors may also exercise the powers of the Committee.
The
aggregate number of shares of PetVivo common stock available and reserved to be issued under the Amended Plan is 3,000,000 shares, but
includes the following limits:
|
●
|
the
maximum aggregate number of shares of Common Stock granted as an Award to any Non-Employee Director in any one Plan Year will be
10,000 shares; provided that such limit will not apply to any election of a Non-Employee Director to receive shares of Common Stock
in lieu of all or a portion of any annual Board, committee chair or other retainer, or any meeting fees otherwise payable in cash. |
Awards
can be granted for no cash consideration or for any cash and other consideration as determined by the Committee. Awards may provide that
upon the grant or exercise thereof, the holder will receive cash, shares of PetVivo common stock, other securities or property, or any
combination of these in a single payment, installments or on a deferred basis. The exercise price per share of any stock option and the
grant price of any stock appreciation right may not be less than the fair market value of PetVivo common stock on the date of the grant.
The term of any award cannot be longer than ten years from the date of the grant. Awards will be adjusted in the event of a stock dividend
or other distribution, recapitalization, forward or reverse stock split, reorganization, merger or other business combination, or similar
corporate transaction, in order to prevent dilution or enlargement of the benefits or potential benefits provided under the Amended Plan.
The
Amended Plan permits the following types of awards: stock options, stock appreciation rights, restricted stock awards, restricted stock
units, deferred stock units, performance awards, non-employee director awards, other stock-based awards, and dividend equivalents.
Units
– Public Offering
On
August 13, 2021, the Company sold an aggregate of 2,500,000 units at a price to the public of $4.50 per unit (the “Public Offering”),
each unit consisting of one share of common stock, and a warrant to purchase one share of common stock at an exercise price of $5.625
per share pursuant to an Underwriting Agreement we entered into with ThinkEquity, a division of Fordham Financial Management, Inc. (“ThinkEquity”).
The shares of common stock and warrants were transferrable separately immediately after issuance. The Company also issued 43,556 units
pursuant to a conversion of $196,000 share-settled debt obligation in the Public Offering at a price of $4.50 per unit.
The
Company received gross proceeds of $11,253,850 at the closing of the Public Offering, before deducting underwriting discounts and commissions
of eight percent (8%), and expenses. The total expenses, which reduced the total proceeds included in the common stock and warrants sold
in the Consolidated Statement of Shareholders’ Equity, of the Public Offering were $1,473,067, which included ThinkEquity’s
expenses relating to the offering. The net proceeds were allocated between the common shares and warrants based on the relative fair
values which were $4,891,531 and $4,889,252, respectively.
In
addition, pursuant to the Underwriting Agreement, the Company granted ThinkEquity a 45-day option to purchase up to 375,000 additional
shares of common stock, and/or 375,000 additional warrants, to cover over-allotments in connections with the Offering, which ThinkEquity
partially exercised to purchase 375,000 warrants on the closing date.
Pursuant
to the Underwriting Agreement, we issued warrants (the “Underwriter’s Warrants”) to ThinkEquity to purchase 125,000
shares of common stock (5% of the shares of common stock sold in the Public Offering). The Underwriter’s Warrants are exercisable
at $5.625 per share of common stock and have a term of five years.
Common
Stock
For
the year ended March 31, 2023, the Company issued 961,859 shares of common stock as follows:
|
i) |
24,217
shares in July 2022 pursuant to a warrant holder’s exercise of warrants for purchase with a weighted average strike price of
$1.33 per share for cash proceeds of $32,188; |
|
ii) |
24,447
shares in August 2022 pursuant to a warrant holder’s exercise of warrants for purchase with a weighted average strike price
of $1.41 per share for cash proceeds of $34,370; |
|
iii) |
25,000
shares in August 2022 to service providers for consulting services valued at market on the date of grant of $49,920; and |
|
iv) |
177,184
shares related to vesting of restricted stock units (“RSUs”), with 10,000 RSUs vesting in July 2022, 22,000 RSUs in August
2022, 1,250 RSUs in September 2022, 11,250 RSUs in December 2022, 10,000 RSUs in January 2023 and 122,684 RSUs in March 2023; |
|
v) |
610,011
shares in connection with the sale of stock in January 2023 in exchange for proceeds net of offering costs of $25,981, of $1,389,245
at a price of $2.32 per share; |
|
vi) |
101,000
shares in January 2023 to service providers for consulting services valued at market on the date of grant of $349,920. |
The
Company received $137,500 on March 31, 2023, in connection with a stock offering that was completed in April 2023. The Company recorded
this in common stock to be issued at March 31, 2023, and moved it to common stock and additional paid in capital upon the issuance of
shares of common stock in April 2023.
For
the year ended March 31, 2022, the Company issued 3,189,248 shares of common stock as follows:
|
i) |
80,522
shares in April 2021 pursuant to a conversion of a $230,000 convertible note and $2,658 in accrued interest at a conversion rate
of $2.89 per share; |
|
ii) |
4,500
shares in April 2021 pursuant to the exercise of warrants with a strike price of $4.44 per share for cash proceeds of $40,000; |
|
iii) |
36,915
shares in May 2021 pursuant to John Lai’s (CEO and a Director of the Company) cashless exercise of a warrant for purchase of
42,188 shares of common stock at a strike price of $1.33 per share; |
|
iv) |
79,767
shares in May 2021 pursuant to a warrant holder’s cashless exercise of a warrant for purchase of 90,500 shares of common stock
at a strike price of $1.40 per share; |
|
v) |
49,014
shares during May and June of 2021 in exchange for $343,098 in cash to accredited investors, including an officer and two directors
of the Company at a price of $7.00 per share; |
|
vi) |
43,324
shares in June 2021 pursuant to a warrant holder’s cashless exercise of a warrant for purchase of 56,250 shares of common stock
at a strike price of $2.22 per share; |
|
vii) |
11,000
shares in July 2021 in exchange for $77,000 in cash to accredited investors at a price of $7.00 per share; |
|
viii) |
2,500,000
shares and warrants, as part of the units issued on August 13, 2021 in the Public Offering, in exchange for net proceeds of $9,780,783,
at a price of $4.50 per unit; |
|
ix) |
43,556
shares and warrants in August 2021 pursuant to a conversion of $196,000 share-settled debt obligation in the Public Offering at a
price of $4.50 per unit; |
|
x) |
40,038
shares in August 2021 pursuant to a warrant holder’s cashless exercise of a warrant for purchase of 48,786 shares of common
stock at a strike price of $1.40 per share; |
|
xi) |
1,594
shares in September 2021 pursuant to a warrant holder’s exercise of warrants for purchase of 1,594 shares of common stock at
a strike price of $1.27 per share for cash proceeds of $2,031; |
|
xii) |
42,000
shares in September 2021 to a service provider for future marketing and investor relations services valued at $210,000; |
|
xiii) |
25,585
shares in October 2021 to members of the Board of Directors valued at $69,080 as compensation for board services; |
|
xiv) |
500
shares in December 2021 to a service provider for consulting services valued at $2,000; |
|
xv) |
300
shares in December 2021 related to vesting of restricted stock units; |
|
xvi) |
10,000
shares in January 2022 related to vesting of restricted stock units; |
|
xvii) |
7,500
shares in January 2022 to a service provider for consulting services valued at $20,100; |
|
xviii) |
42,000
shares in March 2022 to a service provider for future marketing and investor relations services valued at $210,000; |
|
xix) |
8,609
shares in March 2022 to service providers for consulting services valued at $13,050; and |
|
xx) |
162,524
shares in March 2022 related to vesting of restricted stock units. |
The
Company has issued shares of common stock to providers of consulting services which are reported in the Consolidated Statements of Stockholders’
Equity. The value of these shares are reported as a prepaid expense and are amortized to expense over the contractual life of the respective
consulting agreements. The amortization of stock issued for services as reported in the Consolidated Statements of Operations and Cash
Flows was $507,600 and $304,180 for the years ended March 31, 2023 and 2022, respectively.
Time-Based
Restricted Stock Units
We
have granted time-based restricted stock units to certain participants under the Amended Plan that are stock-settled with common shares.
Time-based restricted stock units granted under the Amended Plan vest over three years. Stock-based compensation expense included in
the Consolidated Statements of Operations for time-based restricted stock units was $758,677 and $606,014 for the years ended March 31,
2023 and 2022, respectively. At March 31, 2023, there was approximately $921,000 of total unrecognized compensation expense related to
time-based restricted stock units that is expected to be recognized over a weighted-average period of 1.2 years.
Our
time-based restricted stock unit activity for the year ended March 31, 2023 was as follows:
SCHEDULE
OF TIME BASED RESTRICTED STOCK UNITS
| |
Units Outstanding | | |
Weighted
Average Grant Date Fair Value Per Unit | | |
Aggregate
Intrinsic Value (1) | |
Balance at March 31, 2021 | |
| - | | |
| - | | |
| - | |
Granted | |
| 549,565 | | |
$ | 3.86 | | |
| - | |
Expired | |
| (4,073 | ) | |
$ | 2.70 | | |
| - | |
Vested | |
| (172,824 | ) | |
$ | 3.44 | | |
| - | |
Balance at March 31, 2022 | |
| 372,668 | | |
$ | 4.07 | | |
$ | 760,243 | |
Granted | |
| 60,600 | | |
$ | 2.89 | | |
| | |
Vested | |
| (177,184 | ) | |
$ | 3.99 | | |
| - | |
Balance at March 31,
2023 | |
| 256,084 | | |
$ | 3.85 | | |
$ | 643,209 | |
Stock
Options
Stock
options issued to employees and directors typically vest over three years and have a contractual term of seven years. Stock-based compensation
expense included in the Consolidated Statements of Operations for stock options was $662,429 and $3,595 for the years ended March 31,
2023 and 2022, respectively. At March 31, 2023, there was approximately $883,455 of total unrecognized stock option expense which is
expected to be recognized on a straight-line basis over a weighted-average period of 1.8 years.
The
fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model. Annually, we make predictive
assumptions regarding future stock price volatility, dividend yield, expected term and forfeiture rate. The dividend yield assumption
is based on expected annual dividend yield on a grant date. To date, no dividends on common stock have been paid by us. Expected volatility
for grants is based on our average historical volatility over a similar period as the expected term assumption used for our options as
the expected volatility. The risk-free interest rate is based on yields of U.S. Treasury securities with maturities similar to the expected
term of the options for each option group. We use the “simplified method” to determine the expected term of the stock option
grants. We utilize this method because we do not have sufficient public company exercise data in which to make a reasonable estimate.
The
following table sets forth the assumptions used to estimate fair values of our stock options granted:
SCHEDULE
OF ESTIMATED FAIR VALUE ASSUMPTION
| |
Year
Ended
March
31, 2023 | | |
Year
Ended
March
31, 2022 | |
Expected term | |
| 7
years | | |
| 7
years | |
Expected volatility | |
| 111.7%
- 146.9 | % | |
| 205.0%
- 210.5 | % |
Risk-free interest rate | |
| 2.96%
- 4.35 | % | |
| 1.47%
– 2.14 | % |
Expected dividend yield | |
| 0 | % | |
| 0 | % |
Fair value on the date of grant | |
$ | 1.87
- $2.79 | | |
$ | 1.39
- $1.99 | |
Our
stock option activity for the years ended March 31, 2023 and 2022 was as follows:
SCHEDULE
OF STOCK OPTION ACTIVITY
| |
Options Outstanding | | |
Weighted-
Average Exercise Price Per Share (1) | | |
Weighted-Average
Remaining Contractual Life | | |
Aggregate
Intrinsic Value (2) | |
Balance at March 31, 2021 | |
| - | | |
| - | | |
| - | | |
| - | |
Granted | |
| 195,000 | | |
$ | 1.56 | | |
| | | |
| | |
Balance at March 31, 2022 | |
| 195,000 | | |
$ | 1.56 | | |
| 6.9
years | | |
$ | 100,200 | |
Granted | |
| 714,849 | | |
$ | 2.37 | | |
| | | |
| | |
Cancelled | |
| (25,000 | ) | |
$ | 2.46 | | |
| | | |
| | |
Balance at March 31,
2023 | |
| 884,849 | | |
$ | 2.19 | | |
| 6.3
years | | |
$ | 307,750 | |
| |
| | | |
| | | |
| | | |
| | |
Options exercisable
at March 31, 2023 | |
| 175,455 | | |
| | | |
| | | |
| | |
Stock
options were granted for the years ended March 31, 2023 and 2022 to employees and directors. The fair value of these options on the date
of grant was $1,543,087 and $310,985 for the years ended March 31, 2023 and 2022, respectively.
Options
exercisable at March 31, 2023, had options with exercise prices ranging from $1.39 to $2.40.
The
following summarizes additional information about our stock options:
SCHEDULE
OF ADDITIONAL INFORMATION ABOUT STOCK OPTIONS
| |
Year
Ended March
31, 2023 | | |
Year
Ended March
31, 2022 | |
Number of: | |
| | | |
| | |
Non-vested options, beginning of period | |
| 195,000 | | |
| - | |
Non-vested options, end of period | |
| 709,394 | | |
| 195,000 | |
Vested options, end of period | |
| 175,455 | | |
| - | |
| |
Year
Ended March
31, 2023 | | |
Year
Ended March
31, 2022 | |
Weighted-average grant date
fair value of: | |
| | | |
| | |
Non-vested options, beginning of period | |
$ | 1.56 | | |
$ | - | |
Non-vested options, end of period | |
$ | 2.23 | | |
$ | 1.56 | |
Vested options, end of period | |
$ | 2.01 | | |
$ | - | |
Forfeited options, during the period | |
$ | - | | |
$ | - | |
Warrants
During
the year ended March 31, 2023, no warrants were issued.
During
the year ended March 31, 2022, the Company issued warrants to purchase an aggregate of 3,043,556 shares of common stock in connection
with its public offering of units, as follows:
|
● |
warrants
to purchase 2,500,000 shares of the Company’s common stock with a relative value of $4,805,528, at an exercise price of $5.625
per share for five years from the grant date of August 10, 2021 issued to investors in the Public Offering as part of the units, |
|
|
|
|
● |
warrants
to purchase 43,556 shares of the Company’s common stock, pursuant to a conversion of $196,000 share-settled debt obligation
in the Public Offering, with a relative value of $83,724, at an exercise price of $5.625 per share for five years from the grant
date of August 10, 2021 to the Company’s former Director of Science and Technology and Director pursuant to a note conversion
in the Public Offering as part of the units, |
|
|
|
|
● |
warrants
to purchase 500,000 shares of the Company’s common stock at an exercise price of $5.625 per share for five years from the grant
date of August 10, 2021 issued to ThinkEquity upon exercise of its over-allotment option and pursuant to the Underwriting Agreement.
These warrants were considered issuance costs of the Public Offering which resulted in a zero impact on additional paid-in capital. |
These
warrants’ values were arrived at by using the Black-Scholes option pricing model with the following assumptions:
i)
an expected volatility of the Company’s shares on the date of the grant of approximately 315% based on historical volatility.
ii)
risk-free rate identical to the U.S. Treasury 5-year treasury bill rate on the date of the grant of 0.82%.
A
summary of warrant activity for the years ended March 31, 2023 and March 31, 2022 is as follows:
SCHEDULE
OF WARRANT ACTIVITY
| |
Number
of Warrants | | |
Weighted- Average Exercise Price | | |
Warrants Exercisable | | |
Weighted- Average Exercisable Price | |
Outstanding,
March 31, 2021 | |
| 1,081,668 | | |
$ | 2.02 | | |
| 881,982 | | |
$ | 2.00 | |
Issued and granted | |
| 3,043,556 | | |
| 5.63 | | |
| | | |
| | |
Exercised for cash | |
| (6,094 | ) | |
| (6.90 | ) | |
| | | |
| | |
Cashless warrant exercises | |
| (237,724 | ) | |
| (1.58 | ) | |
| | | |
| | |
Expired | |
| (15,922 | ) | |
| (5.27 | ) | |
| | | |
| | |
Cancelled | |
| (108,000 | ) | |
$ | (1.79 | ) | |
| | | |
| | |
Outstanding, March 31,
2022 | |
| 3,757,484 | | |
$ | 4.95 | | |
| 3,693,734 | | |
$ | 5.00 | |
Exercised for cash | |
| (48,664 | ) | |
$ | (1.36 | ) | |
| | | |
| | |
Expired | |
| (146,003 | ) | |
$ | (3.70 | ) | |
| | | |
| | |
Outstanding,
March 31, 2023 | |
| 3,562,817 | | |
$ | 5.05 | | |
| 3,540,317 | | |
$ | 5.07 | |
On
March 31, 2023, the range of warrant prices for shares under warrants and the weighted-average remaining contractual life is as follows:
SCHEDULE
OF RANGE OF WARRANT PRICES
| | |
Warrants
Outstanding | | |
Warrants
Exercisable | |
Range
of
Warrant
Exercise
Price | | |
Number
of
Warrants | | |
Weighted-
Average
Exercise
Price | | |
Weighted-
Average
Remaining
Contractual
Life
(Years) | | |
Number
of Warrants | | |
Weighted-
Average
Exercise
Price | |
$ | 1.20-2.00
| | |
| 347,073 | | |
$ | 1.35 | | |
| 3.43 | | |
| 347,073 | | |
$ | 1.35 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
$ | 2.01-4.00
| | |
| 165,438 | | |
$ | 2.33 | | |
| 1.49 | | |
| 142,938 | | |
$ | 2.35 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
$ | 4.01-5.63
| | |
| 3,050,306 | | |
$ | 5.62 | | |
| 3.35 | | |
| 3,050,306 | | |
$ | 5.62 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Total
| | |
| 3,562,817 | | |
$ | 5.05 | | |
| 3.28 | | |
| 3,540,317 | | |
$ | 5.07 | |
Stock-based
compensation expense included in the Consolidated Statements of Operations for warrants was $41,662 and $93,287 for the years ended March
31, 2023 and 2022, respectively. At March 31, 2023, there was no future unrecognized warrant expense.
For
the years ended March 31, 2023 and 2022, the total stock-based compensation on all instruments was $1,462,768 and $702,896, respectively.
NOTE
12 – INCOME TAXES
The
following table presents the net deferred tax assets as of March 31, 2023 and 2022:
SCHEDULE
OF DEFERRED TAX
| |
2023 | | |
2022 | |
Net operating loss carryforwards | |
$ | 8,311,000 | | |
$ | 6,281,000 | |
Stock compensation | |
| 933,000 | | |
| 512,000 | |
Other | |
| 118,000 | | |
| 95,000 | |
Total deferred tax assets | |
| 9,362,000 | | |
| 6,888,000 | |
Valuation allowance | |
| (9,362,000 | ) | |
| (6,888,000 | ) |
Net deferred tax assets | |
$ | — | | |
$ | — | |
Current
income taxes are based upon the year’s income taxable for federal and state tax reporting purposes. Deferred income taxes (benefits)
are provided for certain income and expenses, which are recognized in different periods for tax and financial reporting purposes.
Deferred
tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that
will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the period in which the
differences are expected to affect taxable income. The Company’s deferred income taxes arise principally from the temporary differences
between financial statement and income tax recognition of net operating losses. These loss carryovers would be limited under the Internal
Revenue Code (“IRC”) should a significant change in ownership occur within a three-year period.
At
March 31, 2023 and 2022, respectively, the Company had net operating loss carryforwards of approximately $29,000,000 and $21,900,000.
The deferred tax assets arising from the net operating loss carryforwards are approximately $8,311,000 and $6,281,000 as of March 31,
2023 and 2022, respectively. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income
during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax
liabilities, the projected future taxable income and tax planning strategies in making this assessment. Based on management’s analysis,
we concluded not to recognize a deferred tax asset since it is uncertain whether the Company can utilize this asset in future periods.
Therefore, we have established a full reserve against this asset. The change in the valuation allowance during the years ended March
31, 2023 and 2022 was approximately $2,474,000 and $1,613,000, respectively. The net operating loss carryforwards, if not utilized, generally
expire twenty years from the date the loss was incurred, beginning in 2022, and losses incurred after 2019 are carried forward indefinitely
and subject to annual limitations for federal and Minnesota purposes.
Of
the approximately $29,000,000 in net operating loss carryforwards, approximately $7,000,000 has been accumulated in our pre-merger operating
subsidiary, Gel-Del Technologies, Inc. IRC 382 provides guidance around whether or not the Company is able to utilize the pre-merger
Gel-Del Technologies, Inc. net operating loss of approximately $7,000,000. Management is currently analyzing whether or not these pre-merger
dollars will be allowable if our deferred tax asset is ever realized.
Income
tax expense (benefit) to the statutory rate of 21% for the years ended March 31, 2023 and 2022 is as follows:
SCHEDULE
OF EFFECTIVE INCOME TAX RATE RECONCILIATION
| |
2023 | | |
2022 | |
Tax benefits at statutory rate | |
| 21.0 | % | |
| 21.0 | % |
State income tax
benefit, net of federal | |
| 7.7 | % | |
| 7.7 | % |
Gross Effective Rate | |
| 28.7 | % | |
| 28.7 | % |
Valuation allowance | |
| (28.7 | )% | |
| (28.7 | )% |
Net effective rate | |
| - | | |
| - | |
The
Company’s continuing practice is to recognize interest and/or penalties related to income tax matters in income tax expense. As
of March 31, 2023 and 2022, the Company had no accrued interest and penalties related to uncertain tax positions.
The
Company is subject to taxation in the U.S. and Minnesota. Our tax years for 2020 and forward are subject to examination by tax authorities.
The Company is not currently under examination by any tax authority.
Management
has evaluated tax positions in accordance with ASC 740, and has not identified any tax positions, other than those discussed above, that
require disclosure.
NOTE
13 – SUBSEQUENT EVENTS
On
April 17, 2023, the Company sold 793,585 shares of its common stock in a registered direct offering at a purchase price of $2.75 per
share, with the first and second closings on April 17 and 20, 2023, respectively. Net proceeds from the offering were approximately $2,094,000,
after deducting offering expenses of $25,305 and fees of $63,456.
Exhibit
4.1
DESCRIPTION
OF REGISTRANT’S SECURITIES
REGISTERED
PURSUANT TO SECTION 12 OF THE SECURITIES
EXCHANGE
ACT OF 1934
The
following is a brief description of the securities of PetVivo Holdings, Inc., a Nevada corporation (“PetVivo,” “we,”
or “the Company”) which are registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, which are
(i) shares of the Company’s Common Stock (“Common Stock”) and Warrants (“Warrants” or “Public Warrants”)
to purchase Common Stock as of March 31, 2023. The brief description is based upon our Articles of Incorporation (as amended, our “Articles
of Incorporation”), our Bylaws (our “Bylaws”), the Warrant Agent Agreement dated as of August 10, 2021 between PetVivo
and Equity Stock Transfer, LLC and provisions of applicable Nevada law. This summary does not purport to be complete and is subject to,
and qualified in its entirety by, the full text of our Articles of Incorporation and Bylaws, each of which is incorporated by reference
as an exhibit to our Annual Report on Form 10-K.
Authorized
Shares
Our
authorized capital shares consist of 250,000,000 shares of Common Stock, $0.001 par value per share (“Common Stock”), and
20,000,000 shares of preferred stock, $0.001 par value per share (“Preferred Stock”). No shares of our authorized Preferred
Stock have been issued or are currently outstanding. Pursuant to our Articles of Incorporation, our board of directors generally
has the authority to designate, from time to time and without stockholder approval, Preferred Stock in one or more series, and to prescribe
with respect to each such series the voting powers, if any, designations, preferences, and relative, participating, optional, or other
special rights, and the qualifications, limitations, or restrictions relating to such series.
Common
Stock
Dividends
Subject
to any preferential rights of any series of Preferred Stock, holders of shares of Common Stock are entitled to receive dividends on the
stock out of assets legally available for distribution if, when, and as declared by our board of directors. The declaration and payment
of dividends on Common Stock is a business decision to be made by our board of directors from time to time based upon the results of
our operations and our financial condition and any other factors as our board of directors considers relevant. Payment of dividends on
Common Stock may be restricted by applicable Nevada law, and by loan agreements, indentures, and other transactions entered into by us
from time to time.
Voting
Rights
Holders
of Common Stock are entitled to one vote per share on all matters voted on generally by the stockholders, including the election of directors,
and, except as otherwise required by law or as otherwise provided with respect to any series of Preferred Stock, the holders of Common
Stock possess all voting power of our stockholders. Holders of Common Stock do not have cumulative voting rights.
Liquidation
Rights
Subject
to any preferential rights of any series of Preferred Stock, if any, upon any liquidation, dissolution, or winding up of the affairs
of the Company, whether voluntary or involuntary, holders of shares of Common Stock are entitled to share equally and ratably in the
assets of the Company to be distributed among the holders of outstanding shares of Common Stock. Our Articles of Incorporation provide
that a merger, conversion, exchange, or consolidation of the Company with or into any other person or sale or transfer of all or any
part of the assets of the Company (which does not in fact result in the liquidation of the Corporation and the distribution of assets
to stockholders) shall not be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company.
No
Conversion, Redemption, or Preemptive Rights
Holders
of Common Stock have no conversion, redemption, or preemptive rights.
Consideration
for Shares
The
Common Stock authorized by the Articles of Incorporation may be issued from time to time for such consideration as is determined by our
board of directors.
Miscellaneous
All
outstanding shares of our Common Stock are fully paid and nonassessable.
Transfer
Agent and Registrar
The
transfer agent and registrar for the Company’s Common Stock is Equity Stock Transfer, LLC. Its mailing address is 237 W. 37th
St., Suite 602, New York, NY 10018. Its telephone number is (917) 746-4595.
Public
Warrants
Public
Warrants Outstanding and Expiration Date
As
of March 31, 2023, we had outstanding publicly-traded Warrants to purchase an aggregate of 2,500 000 shares of our Common Stock (“Warrants”)
at an exercise price of $5.625 per share. The Warrants were issued in our August 2021 underwritten public offering and are exercisable
at any time up for a period of five years following the date of issuance.
Exercise
Price
The
exercise price per whole share of Common Stock purchasable upon exercise of the Warrants is $5.625 per share. The exercise price is subject
to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications
or similar events affecting our Common Stock and also upon any distributions of assets, including cash, stock or other property to our
stockholders. The exercise price and number of shares of Common Stock issuable upon exercise of the Warrants may be adjusted in certain
circumstances, including in the event of a stock dividend or recapitalization, reorganization, merger or consolidation. However, the
Warrants will not be adjusted for issuances of Common Stock at prices below its exercise price.
Exercise
Limitation.
A
holder may not exercise any portion of a Warrant to the extent that the holder, together with its affiliates and any other person or
entity acting as a group, would own more than 4.99% of the outstanding Common Stock after exercise, as such percentage ownership is determined
in accordance with the terms of the Warrant, except that upon prior notice from the holder to us, the holder may waive such limitation
up to a percentage not in excess of 9.99%.
Fractional
Shares.
No
fractional shares of Common Stock will be issued upon exercise of the Warrants. If, upon exercise of the Warrant, a holder would be entitled
to receive a fractional interest in a share, we will, upon exercise, pay a cash adjustment in respect of such fraction in an amount equal
to such fraction multiplied by the exercise price.
Transferability.
Subject
to applicable laws, the Warrants may be offered for sale, sold, transferred or assigned without our consent.
Warrant
Agent; Global Certificate.
The
Warrants are issued in registered form under a Warrant Agent Agreement between Equity Stock Transfer and Trust and the Company. The Warrants
were initially be represented only by one or more global Warrants deposited with the Warrant Agent, as custodian on behalf of The Depository
Trust Company (DTC) and registered in the name of Cede & Co., a nominee of DTC, or as otherwise directed by DTC.
Fundamental
Transactions.
In
the event of a fundamental transaction, as described in the Warrants and generally including any reorganization, recapitalization or
reclassification of our Common Stock, the sale, transfer or other disposition of all or substantially all of our properties or assets,
our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding Common Stock, or any person
or group becoming the beneficial owner of 50% of the voting power represented by our outstanding Common Stock, the holders of the Warrants
will be entitled to receive the kind and amount of securities, cash or other property that the holders would have received had they exercised
the Warrants immediately prior to such fundamental transaction.
Transfer
Agent and Registrar
The
transfer agent and registrar for the Company’s Common Stock is Equity Stock Transfer, LLC. Its mailing address is 237 W. 37th
St., Suite 602, New York, NY 10018. Its telephone number is (917) 746-4595.
Governing
Law
The
Warrants contain a contractual provision stating that all questions concerning the construction, validity, enforcement and interpretation
of the Warrants are governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard
to the principles of conflicts of law.
Certain
Provisions of Nevada Law and the Company’s Articles of Incorporation and Bylaws
The
following paragraphs summarize certain provisions of Nevada law and the Company’s Articles of Incorporation and Bylaws. The summary
does not purport to be complete and is subject to and qualified in its entirety by reference to Nevada law and to the Company’s
Articles of Incorporation and Bylaws, copies of which are on file with the Securities and Exchange Commission as exhibits to reports
previously filed by the Company.
General
Certain
provisions of the Company’s Articles of Incorporation and Bylaws and Nevada law could make an acquisition of the Company by a third
party, a change in the Company’s incumbent management, or a similar change in control more difficult, including:
| ● | an
acquisition of the Company by means of a tender or exchange offer; |
| ● | an
acquisition of the Company by means of a proxy contest or otherwise; or |
| ● | the
removal of a majority or all of the Company’s incumbent officers and directors. |
These
provisions, which are summarized below, are likely to discourage certain types of coercive takeover practices and inadequate takeover
bids. These provisions are also designed to encourage persons seeking to acquire control of the Company to first negotiate with the Company’s
board of directors. The Company believes that these provisions help to protect its potential ability to negotiate with the proponent
of an unfriendly or unsolicited proposal to acquire or restructure the Company and that this benefit outweighs the potential disadvantages
of discouraging such a proposal because the Company’s ability to negotiate with the proponent could result in an improvement of
the terms of the proposal. The existence of these provisions, which are described below, could limit the price that investors might otherwise
pay in the future for the Company’s securities.
Articles
of Incorporation and Bylaws
Authorized
But Unissued Capital Stock. The Company has shares of Common Stock and preferred stock available for future issuance without
stockholder approval, subject to any limitations imposed by the listing standards of any securities exchange on which the
Company’s stock may be listed. The Company may utilize these additional shares for a
variety of corporate purposes, including for future public offerings to raise additional capital or facilitate corporate acquisitions
or for payment as a dividend on the Company’s capital stock. The existence
of unissued and unreserved Common Stock and preferred stock may enable the Company’s board
of directors to issue shares to persons friendly to current management or to issue preferred stock with terms that could have the effect
of making it more difficult for a third party to acquire, or could discourage a third party from seeking to acquire, a controlling interest
in the Company by means of a merger, tender offer, proxy contest, or otherwise.
In addition, if the Company issues preferred stock, the issuance could adversely
affect the voting power of holders of Common Stock and the likelihood that such holders will receive dividend payments and payments upon
liquidation.
Blank
Check Preferred Stock. The Company’s board of directors, without stockholder approval, has the authority under the Company’s
Articles of Incorporation, to issue preferred stock with rights superior to the rights of the holders of Common Stock. As a result, preferred
stock could be issued quickly and easily, could impair the rights of holders of Common Stock, and could be issued with terms calculated
to delay or prevent a change in control or make removal of management more difficult.
Election
of Directors. Under Nevada law, a majority of directors then in office may fill any vacancy occurring on the Company’s board
of directors, even though less than a quorum may then be in office. These provisions may discourage a third party from voting to remove
incumbent directors and simultaneously gaining control of the Company’s board of directors by filling the vacancies created by
that removal with its own nominees.
Anti-takeover
Effects of Nevada Law
Business
Combinations with Interested Stockholders
The
“business combination with interested stockholders” provisions of Sections 78.411 to 78.444, inclusive, of the Nevada Revised
Statutes, or NRS, generally prohibit a Nevada corporation with at least 200 stockholders of record from engaging in various “combination”
transactions with any interested stockholder for a period of two years after the date of the transaction in which the person became an
interested stockholder, unless the combination is approved by the Company’s board of directors prior to the date the interested
stockholder obtained such status or the combination is approved by the Company’s board of directors and at such time or thereafter
is approved at a meeting of the stockholders by the affirmative vote of stockholders representing at least 60% of the outstanding voting
power held by disinterested stockholders, and extends beyond the expiration of the two-year period, unless:
| ● | the
combination was approved by the Company’s board of directors prior to the person becoming
an interested stockholder or the transaction by which the person first became an interested
stockholder was approved by the Company’s board of directors before the person became
an interested stockholder or the combination is later approved by a majority of the voting
power held by disinterested stockholders; or |
| ● | if
the consideration to be paid by the interested stockholder is at least equal to the highest
of: (a) the highest price per share paid by the interested stockholder within the two years
immediately preceding the date of the announcement of the combination or in the transaction
in which it became an interested stockholder, whichever is higher; (b) the market value per
share of Common Stock on the date of announcement of the combination and the date the interested
stockholder acquired the shares, whichever is higher; or (c) for holders of preferred stock,
the highest liquidation value of the preferred stock, if it is higher. |
Notwithstanding
the foregoing, NRS 78.411 to 78.444, inclusive, do not apply to any combination of a resident domestic corporation with an interested
stockholder after the expiration of four years after the person first became an interested stockholder.
A
“combination” is generally defined to include mergers or consolidations or any sale, lease exchange, mortgage, pledge, transfer,
or other disposition, in one transaction or a series of transactions, with an “interested stockholder” having: (a) an aggregate
market value equal to more than 5% of the aggregate market value of the assets of the corporation, (b) an aggregate market value equal
to more than 5% of the aggregate market value of all outstanding voting shares of the corporation, (c) more than 10% of the earning power
or net income of the corporation, and (d) certain other transactions with an interested stockholder or an affiliate or associate of an
interested stockholder.
In
general, an “interested stockholder” is a person who, together with affiliates and associates, owns (or within two years,
did own) 10% or more of a corporation’s voting stock. The statute could prohibit or delay mergers or other takeover or change in
control attempts and, accordingly, may discourage attempts to acquire the Company even though such a transaction may offer the Company’s
stockholders the opportunity to sell their stock at a price above the prevailing market price.
Control
Share Acquisitions
The
“control share” provisions of Sections 78.378 to 78.3793, inclusive, of the NRS apply to “issuing corporations”
that are Nevada corporations with at least 200 stockholders of record, including at least 100 stockholders of record who are Nevada residents,
and that conduct business directly or indirectly in Nevada. The control share statute prohibits an acquirer, under certain circumstances,
from voting its shares of a target corporation’s stock after crossing certain ownership threshold percentages, unless the acquirer
obtains approval of the target corporation’s disinterested stockholders. The statute specifies three thresholds: one-fifth or more
but less than one-third, one-third but less than a majority, and a majority or more, of the outstanding voting power. Generally, once
an acquirer crosses one of the above thresholds, those shares in an offer or acquisition and acquired within 90 days thereof become “control
shares” and such control shares are deprived of the right to vote until disinterested stockholders restore the right. These provisions
also provide that if control shares are accorded full voting rights and the acquiring person has acquired a majority or more of all voting
power, all other stockholders who do not vote in favor of authorizing voting rights to the control shares are entitled to demand payment
for the fair value of their shares in accordance with statutory procedures established for dissenters’ rights.
A
corporation may elect to not be governed by, or “opt-out” of, the control share provisions by making an election in its Articles
of Incorporation or Bylaws, provided that the opt-out election must be in place on the 10th day following the date an acquiring person
has acquired a controlling interest, that is, crossing any of the three thresholds described above. The Company has not opted out of
the control share statutes and will be subject to these statutes if we are an “issuing corporation” as defined in such statutes.
The
effect of the Nevada control share statutes is that the acquiring person, and those acting in association with the acquiring person,
will obtain only such voting rights in the control shares as are conferred by a resolution of the stockholders at an annual or special
meeting. The Nevada control share law, if applicable, could have the effect of discouraging takeovers of the Company.
Exhibit
10.1
EXECUTIVE
EMPLOYMENT AGREEMENT
THIS
EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”), dated the 10th day of November, 2021 (the “Effective Date”),
is by and between PetVivo Holdings, Inc. a Nevada corporation (“Company”), and John Lai, a resident of Minnesota (“Executive”).
RECITALS
A.
Company wishes to hire and Executive wishes to be employed by the Company in the capacity of Chief Executive Officer and President of
the Company; and
B.
In connection with this Agreement, the Company and Executive are hereby terminating the Employment Agreement between the Company and
Executive dated October 1, 2019 (“Prior Employment Agreement”).
C.
In consideration of the foregoing promises and the parties’ mutual covenants and undertakings contained in this Agreement, the
Company and Executive agree as follows:
Article
I.
DEFINITIONS
Capitalized
terms used in the Agreement shall have their defined meaning throughout the Agreement. The following terms shall have the meanings set
forth below, unless the context clearly requires otherwise.
1.1
“Accrued Obligations” shall have the meaning set forth in Section 4.1(g).
1.2
“Base Salary” shall have the meaning set forth in Section 3.1.
1.3
“Board” means the Board of Directors of the Company.
1.4
“Cause” shall have the meaning set forth in Section 4.1(c) of this Agreement.
1.5
“Company” means all of the following, jointly and severally: (a) PetVivo Holdings, Inc; (b) any subsidiary; and (c) any
successor.
1.6
“Confidential Information” means information that is proprietary to the Company or proprietary to others and entrusted
to the Company, whether or not a trade secret. Confidential Information includes, but is not limited to, information relating to business
and operating plans and to business as conducted during Executive’s employment with the Company or anticipated to be conducted,
as evidenced by Company documents in existence as of the Termination Date, and to past or current or anticipated information as evidenced
by Company documents in existence (as of the Termination Date), products or services. Confidential Information also includes, without
limitation, information concerning research, development, purchasing, accounting, marketing, distribution and selling. All information
that Executive has a reasonable basis to consider confidential is Confidential Information, whether or not originated by Executive and
without regard to the manner in which Executive obtains access to this and any other proprietary information.
1.7
“Disability” means the Executive’s inability by reason of physical or mental illness to fulfill his obligations
hereunder for thirty (30) consecutive days or a total of ninety (90) days (whether or not consecutive) in any 180-day period, which,
in the reasonable opinion of an independent physician selected by the Company or its insurers and reasonably acceptable to the Executive
or the Executive’s legal representative, renders the Executive unable to perform the essential functions of his job, even after
reasonable accommodations are made by the Company, and which inability by reason of such physical or mental illness to fulfill his obligations
has not been cured, as determined by such physician prior to the Termination Date.
1.8
“Executive” means John Lai.
1.9
“Incentive Plan” means the PetVivo Holdings, Inc. 2020 Equity Incentive Plan and any other equity compensation plans
approved and adopted by the Board of Directors and shareholders after the date of this Agreement.
1.10
“Inventions” means all inventions, original works of authorship, developments, concepts, improvements, designs, discoveries,
ideas, trademarks (and all associated goodwill), mask works or trade secrets, whether or not such are patentable, copyrightable or protectable
under any statutory or regulatory scheme, and whether or not in writing or reduced to practice, which Executive may solely or jointly
conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during Executive’s employment
by the Company.
1.11
“Stock Award” means, individually or collectively, an option, stock appreciation right, restricted stock award,
restricted stock unit, deferred stock unit, performance award, or other stock-based award, in each case granted to the Executive pursuant
to the Incentive Plan.
1.12
“Termination Date” shall mean the date specified in the Termination Notice.
1.13
“Termination Notice” shall have the meaning set forth in Section 4.1(f).
Article
II.
EMPLOYMENT,
DUTIES, AND TERM
2.1
Employment. Upon the terms and conditions set forth in this Agreement, the Company hereby employs Executive, and Executive accepts
such employment, as the Chief Executive Officer and President of the Company. Except as expressly provided herein, termination of this
Agreement by either party or by mutual agreement of the parties shall also terminate Executive’s employment by the Company.
2.2
Duties. During the Term (as defined in Section 2.5 of this Agreement), the Executive shall serve as the Chief Executive Officer and
President of the Company under the direction of the Board of Directors of the Company (the “Board”). During the Term the
Executive shall devote all of Executive’s business time, skill, and energies to promote the interests of the Company and to serve
such positions with the Company as may be reasonably assigned by the Board which are consistent with the title of Chief Executive Officer
and President of the Company. Executive shall undertake to perform all of Executive’s duties and responsibilities for the Company
and any current and/or future affiliates of the Company in good faith and on a full-time basis and shall at all times act in good faith
in the course of Executive’s employment under this Agreement and in the best interests of the Company and its affiliates.
2.3
Certain Proprietary Information. If Executive possesses any proprietary information of another person or entity as a result of prior
employment or relationship, Executive shall honor any legal obligation that Executive has with that person or entity with respect to
such proprietary information.
2.4
No Conflict. The Executive represents and warrants that Executive is not a party to or subject to any agreement, covenant, understanding,
or under any obligation, contractual or otherwise, to any firm, person or corporation, which would prevent his employment by the Company
or adversely affect his ability to serve as an executive of the Company, as herein contemplated.
2.5
Term. Subject to the provisions of Article IV, the term of employment of Executive under this Agreement shall commence on the date
set forth above and continue until September 30, 2024 (the “Term”).
Article
III.
COMPENSATION,
BENEFITS AND EXPENSES
3.1
Base Salary. The Company will pay to Executive an annual base salary (“Base Salary”) of $275,000 per year, less deductions
and withholdings, which Base Salary will be paid in accordance with the Company’s normal payroll policies and procedures. During
each year after the first year of Executive’s employment hereunder, the Compensation Committee of the Board (the “Committee”)
may review and increase Executive’s Base Salary in its sole discretion.
3.2
Award Grants. During the Term, the Executive shall be eligible to receive one or more equity-based incentive awards at the discretion
of the Committee. The terms of such awards, if any, shall be determined in the sole discretion of the Committee, including the types
of awards, the number of securities covered by each award, the vesting conditions applicable to each award, and the manner in which awards
are to be paid or settled. Nothing herein shall obligate the Company to make an equity award to the Executive at any time.
3.3
Performance Bonus Compensation. Executive may be eligible for a cash performance/incentive bonus that is approved and granted by
the Committee pursuant to the achievement of milestones established by the Committee; such a performance/incentive bonus (“Bonus”)
shall be equal to fifty percent (50%) of the Base Salary of the Executive or such other percentage as determined by the Committee. Any
Bonus shall be paid within seventy-four (74) days of the Company’s fiscal year end. The Committee will consider such performance-based
bonuses, including the milestones for such bonuses, for the Executive on a regular basis, which shall occur at least once each calendar
year.
3.4
Benefits and Paid Time Off. Executive shall be eligible to participate in any and all executive or employee benefits, including but
not limited to any pension, equity incentive, health, welfare and fringe benefits Company maintains for its employees of similar tenure
and grade, subject to and on a basis consistent with the terms of each such Plan or program and consistent with executives of similar
tenure or grade. The Executive shall be entitled to paid time off in accordance with the Company’s employment policies addressing
paid time off.
3.5
Business Expenses. The Company will reimburse Executive for all reasonable and necessary out-of-pocket business, travel and entertainment
expenses incurred by the Executive in the performance of the duties and responsibilities hereunder, subject to the Company’s normal
policies and procedures for expense verification and documentation.
Article
IV.
TERMINATION
4.1
Employment Term. The Executive’s employment under this Agreement may be terminated prior to the end of the Term upon the earlier
to occur of any of the following events (at which time the Term shall be terminated):
(a)
Death. The Executive’s employment hereunder shall terminate upon his death.
(b)
Disability. The Company shall be entitled to terminate the Executive’s employment hereunder for Disability.
(c)
Cause. The Company may terminate the Executive’s employment hereunder for Cause. For purposes of this Agreement, the term
“Cause” shall include, without limitation, the following: (i) conviction (or a plea of nolo contendere) by
the Executive to a felony; (ii) acts of fraud, dishonesty or misappropriation committed by the Executive and intended to result in substantial
personal enrichment at the expense of the Company; (iii) willful, intentional or reckless misconduct by the Executive in the performance
of the Executive’s material duties required by this Agreement which materially damage or are reasonably likely to materially damage
the financial position or reputation of the Company; or (iv) a material breach of this Agreement by the Executive which is not cured
within thirty (30) days following receipt by the Executive of a Termination Notice from the Company.
(d)
Without Cause. The Company may terminate the Executive’s employment hereunder during the Term without Cause, for any reason,
provided that the Company delivers to the Executive the Termination Notice at least thirty (30) days in advance of the Termination
Date.
(e)
Voluntarily. The Executive may voluntarily terminate his employment hereunder, provided that the Executive delivers to
the Company the Termination Notice at least thirty (30) days in advance of the Termination Date.
(f)
Notice of Termination. Any termination of the Executive’s employment hereunder by the Company or by the Executive during
the Term shall be communicated by written notice of termination to the other party hereto in accordance with Section 8.4 (the “Termination
Notice”). The Termination Notice shall specify: (i) the termination provisions of this Agreement relied upon, (ii) to the extent
applicable, the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provisions
so indicated, and (iii) the applicable date of termination (“Termination Date”).
(g)
Accrued Obligations Upon Termination. Upon termination of Executive’s employment with the Company for any reason, the Company
shall be obligated to pay to Executive, all Base Salary earned by Executive through his last day of employment, and any earned and payable
(but as of yet unpaid) Annual Bonus for the previous year, any accrued but unused vacation/paid time off and any unreimbursed business
expenses to the extent incurred before the termination and for which he would have been entitled to reimbursement but for the termination
of employment (to the extent that they have been properly submitted or are due, or if not previously submitted or reviewed by the Company,
the Company shall promptly review them if promptly submitted by the Executive thereafter), which are referred to herein as the “Accrued
Obligations”.
4.2
Compensation Upon Termination.
(a)
Disability or Death. If the Executive’s employment is terminated as a result of his Disability or death, the Company shall
pay, as soon as practicable, but not later than sixty (60) days of such termination, to the Executive or to the Executive’s estate,
as applicable, the Accrued Obligations.
(b)
Termination for Cause. If the Executive’s employment is terminated by the Board for Cause, then the Company shall pay to
the Executive, no later than the next pay date, the Accrued Obligations and the Executive shall have no further entitlement to any other
compensation or benefits from the Company.
(c)
Termination by the Company without Cause. If the Executive’s employment is terminated by the Company other than as a result
of the Executive’s death or Disability and other than for Cause, then the Company shall pay to the Executive, no later than the
next pay date, the Accrued Obligations. In addition, the Company shall make a lump sum severance payment to the Executive in an amount
equal to one (1) month of his Base Salary, within ten (10) days following receipt of the Release required under Section 4.2(f).
(d)
Voluntary Termination by the Executive. If the Executive voluntarily terminates his employment, then the Company shall pay to
the Executive, no later than the next pay date, the Accrued Obligations.
(e)
Stock Awards. If the Executive’s employment is terminated for any reason, the vesting, exercisability and termination of
the Stock Awards shall be determined by the terms in the award agreement for each Stock Award and/or the terms of the Incentive Plan.
(f)
Release. The Company shall have no obligation to make any severance payment under Section 4.2(c) unless the Executive executes
and delivers (without revoking) to the Company within sixty (60) days following the Executive’s Termination Date a general release
in form and substance satisfactory to the Company of any and all claims he may have against the Company and its affiliates (the “Release”).
(g)
Exclusive Obligations. This Section 4.2 sets forth the only obligations of the Company with respect to the termination of the
Executive’s employment with the Company, and the Executive acknowledges that, upon the termination of his employment, he shall
not be entitled to any payments or benefits which are not explicitly provided in this Section 4. The provisions of this Section 4.2 shall
survive any termination of this Agreement.
4.3
Return of Property. Upon termination of Executive’s employment for any reason, be it voluntary or involuntary, Executive shall
promptly deliver to the Company (a) all records, manuals, books, documents, client lists, letters, reports, data, tables, calculations,
prototypes and any and all copies of any of the foregoing which are the property of the Company or which relate in any way to the business
or practices of the Company, and (b) all other property of the Company and Confidential Information which in any of these cases are in
his possession or under his control. Executive shall not retain any copies or summaries of any kind of documents and materials covered
by this Section 4.3.
Article
V.
CONFIDENTIAL INFORMATION
5.1
Prohibitions Against Use. Executive will not, during or subsequent to the termination of Executive’s employment under this
Agreement, use or disclose, other than in connection with Executive’s employment with the Company, any Confidential Information
to any person not employed by the Company or not authorized by the Company to receive such Confidential Information, without the prior
written consent of the Company. Executive will use reasonable and prudent care to safeguard and protect and prevent the unauthorized
use and disclosure of Confidential Information. The obligations contained in this Section 5.1 will survive for as long as the Company
in its sole judgment considers the information to be Confidential Information. The obligations under this Section 5.1 will not apply
to any Confidential Information that is now or becomes generally available to the public through (a) no fault of Executive or (b) to
Executive’s disclosure of any Confidential Information required by law or judicial or administrative process.
5.2
Proprietary Information. If Executive has possessed or possesses any proprietary information of another person or entity as a result
of prior employment or relationship, Executive shall honor any legal obligation that Executive has with that person or entity with respect
to such proprietary information.
Article
VI.
NON-COMPETITION
6.1
Non-Competition. Subject to Sections 6.2 and 6.3, Executive agrees that during the Term of this Agreement and for a period of one
(1) year following termination of his employment for any reason, Executive will not, anywhere in the world, directly or indirectly, alone
or as a partner, officer, director, shareholder or employee of any other firm or entity, engage in any commercial activity in competition
with the Company which activity involves the development, distribution, sales or marketing of manufactured biomaterials containing proteins
including, but not limited to, collagen-, elastin-, casein- or fibrin-containing products for any medical application. For purposes of
this paragraph, “shareholder” shall not include beneficial ownership of less than five percent (5%) of the combined voting
power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange
or quoted on a major stock exchange.
6.2
Covenant Not to Recruit. Executive recognizes that the Company’s workforce constitutes an important and vital aspect of its
business on a world-wide basis. Executive agrees that for a period of one (1) year following the termination of this Agreement for any
reason whatsoever, he shall not solicit, or assist anyone else in the solicitation of, any of the Company’s then-current employees
to terminate their employment with the Company and to become employed by any business enterprise with which the Executive may then be
associated, affiliated or connected.
6.3
Judicial Modification. If any of the foregoing covenants are deemed by a court of competent jurisdiction to be unenforceable because
of their scope or duration, or the area or subject matter covered thereby, the Company and Executive agree that the court making such
determination shall have the power to reduce or modify the scope, duration, subject matter and/or area of such covenant to the extent
that allows the maximum scope, duration, subject matter and area permitted by applicable law.
Article
VII.
INVENTIONS
7.1
Assignment of Inventions. Executive shall promptly make full, written disclosure to the Company, and will hold in trust for the sole
right and benefit of the Company, and hereby irrevocably transfers and assigns, and agrees to transfer and assign, to the Company, or
its designee, all his right, title and interest in and to any and all Inventions. Executive further acknowledges that all original works
of authorship which are made by Executive (solely or jointly with others) within the scope of and during the period of his employment
with the Company and which may be protected by copyright are “Works Made For Hire” as that term is defined by the United
States Copyright Act. Executive understands and agrees that the decision whether to commercialize or market any Invention developed by
Executive (solely or jointly with others) is within the Company’s sole discretion and the Company’s sole benefit and that
no royalty will be due to Executive as a result of the Company’s efforts to commercialize or market any such Invention.
Executive
recognizes that Inventions relating to his activities while working for the Company and conceived or made by Executive, whether alone
or with others, within one (1) year after cessation of Executive’s employment, may have been conceived in significant part while
employed by the Company. Accordingly, Executive acknowledges and agrees that such Inventions shall be presumed to have been conceived
during Executive’s employment with the Company and are to be, and hereby are, assigned to the Company unless and until Executive
has established the contrary.
The
requirements of this Section 7.1 do not apply to any intellectual property for which no equipment, supplies, facility or trade secret
information of the Company was used, and which was developed entirely on the Executive’s own time, and (a) which does not relate
(i) directly to the Company’s business or (ii) to the Company’s actual or demonstrably anticipated research and development
or (b) which does not result from any work the Executive performed for the Company.
7.2
Maintenance of Records. Executive agrees to keep and maintain adequate and current written records of all Inventions made by Executive
(solely or jointly with others) during his employment with the Company. The records will be in the form of notes, sketches, drawings
and any other format that may be specified by the Company. The records will be available to and remain the sole property of the Company
at all times.
7.3
Trademark and Copyright Registrations. Executive agrees to assist the Company, or its designee, at the Company’s expense, in
every proper way to secure the Company’s rights in the Inventions and any copyrights, patents, trademarks, service marks, mask
works, or any other intellectual property rights in any and all countries relating thereto, including, but not limited to, the disclosure
to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths,
assignments and all other instruments the Company reasonably deems necessary in order to apply for and obtain such rights and in order
to assign and convey to the Company, its successors, assigns, and nominees the sole and exclusive rights, title, and interest in and
to such inventions, and any copyrights, patents, trademarks, service marks, mask works, or any other intellectual property rights relating
thereto. Executive further agrees that his obligation to execute or cause to be executed, when it is in his power to do so, any such
instrument or paper shall continue after termination or expiration of this Agreement or the cessation of his employment with the Company.
If the Company is unable, because of Executive’s mental or physical incapacity or for any other reason, after reasonably diligent
efforts, to secure Executive’s signature to apply for or to pursue any application for any United States or foreign patents, trademarks
or copyright registrations covering inventions or original works of authorship assigned to the Company as above, then Executive hereby
irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agent and attorney-in-fact
to act for and on his behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further
the prosecution and issuance of letters, patents, trademarks or copyright registrations thereon with the same legal force and effect
as if executed by Executive; this power of attorney shall be a durable power of attorney which shall come into existence upon Executive’s
mental or physical incapacity.
7.4
Prior Inventions. Executive has identified on Exhibit A to this Agreement all Inventions relating in any way to the Company’s
business or demonstrably anticipated research and development that were made by Executive prior to employment with the Company, and Executive
represents that such list is complete. Executive represents that Executive has no rights in any such Inventions other than those specified
in Exhibit A. If there is no such list on Exhibit A, Executive represents that Executive has made no such Inventions at the time of signing
this Agreement. Executive shall not incorporate, or permit to be incorporated, any prior Invention owned by Executive or in which he
has an interest in a Company product, process or machine without the Company’s prior written consent.
Article
VIII.
GENERAL PROVISIONS
8.1
No Adequate Remedy. The parties declare that it is impossible to accurately measure in money the damages which will accrue to either
party by reason of a failure to perform any of the obligations under this Agreement. Therefore, if either party shall institute any action
or proceeding to enforce the provisions hereof, other than a claim by Executive for a payment pursuant to Section 4 of this Agreement,
the party against whom such action or proceeding is brought hereby waives the claim or defense that such party has an adequate remedy
at law, and such party shall not assert in any such action or proceeding the claim or defense that such party has an adequate remedy
at law.
8.2
Arbitration. Any claim arising out of or relating to Executive’s employment with the Company including claims: (a) arising
out of termination or discipline (including constructive discharge) or any denial of promotion; (b) relating to breach of contract (express
or implied); (c) relating to tort; (d) relating to wages or other compensation due; (e) relating to benefits (except claims under an
employee benefit or pension plan that either (i) specifies that its claims procedures shall culminate in an arbitration procedure different
from this one, or (ii) is underwritten by a commercial insurer which decides claims; (f) concerning discrimination disputes (including,
but not limited to race, sex, sexual orientation, religion, national origin, age, marital status, or disability), including complaints
regarding hostile work environment, or other prohibited discriminatory conduct; and (g) concerning violation of any law, statute, regulation
or ordinance, shall be settled by arbitration administered by the American Arbitration Association under its National Rules for the Resolution
of Employment Disputes and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
Notwithstanding
the above, claims that are not arbitrable are those for injunctive and/or other equitable relief, including but not limited to those
for unfair competition and the use or disclosure of Confidential Information, as to which the Executive agrees that the Company may seek
and obtain relief from a court of competent jurisdiction. Claims for workers’ compensation or unemployment compensation benefits
are also excluded from this requirement for arbitration.
The
aggrieved party must give written notice to the other party of any claim. The written notice shall identify and describe the nature of
the claims asserted and the facts upon which such claims are based. Except for such claims listed above which are not arbitrable, for
all other claims this Section 8.2 specifically includes a waiver of the right to a court trial and a trial by jury.
8.3
Successor and Assigns. This Agreement shall be binding upon the parties hereto, their heirs, devisees, legal representatives, administrators,
successors and assigns. Company may assign any or all of its rights and delegate its duties under this Agreement including, without limitation,
those contained in the restrictive covenants provided in Section 6 of this Agreement without the consent of Executive to any subsidiary
or affiliate of Company, to the purchaser of all or substantially all of Company’s assets or stock, or any other successor to Company’s
business. In such case, the covenants and agreements made by Executive herein shall inure to the benefit of and protect Company’s
assigns or the successors in interest. This Agreement is personal to the Executive and may not be assigned by him. Except as provided
in this Section, no party may assign or transfer his or its interests herein, or delegate his or its duties hereunder, without the written
consent of the other party. Any assignment or delegation of duties in violation of this provision shall be null and void.
8.4
Notices. All notices, requests and demands given to or made pursuant hereto shall, except as otherwise specified herein, be in writing
and be personally delivered or mailed via overnight courier, with written confirmation of receipt, to the Company at its registered principal
office or to the Executive at the address reflected in the Company’s employment records as Executive’s address. Either party
may, by notice hereunder, designate a changed address. All notices and other communications given to any party hereto in accordance with
the provisions of this Agreement will be deemed to have been given on the date of delivery if personally delivered or on the business
day after the date when sent if sent by overnight courier, in each case addressed to such party as provided in this Section 8.4 or in
accordance with the latest unrevoked direction from such party.
8.5
Captions; Construction. The various headings or captions in this Agreement are for convenience only and shall not affect the meaning
or interpretation of this Agreement. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law,
such provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision
or the remaining provisions of this Agreement.
8.6
Governing Law. The validity, interpretation, construction, performance, enforcement and remedies of or relating to this Agreement,
and the rights and obligations of the parties hereunder, shall be governed by the substantive laws of the State of Minnesota (without
regard to the conflict of laws, rules or statutes of any jurisdiction), and any and every legal proceeding arising out of or in connection
with this Agreement shall be brought in the appropriate courts of the State of Minnesota, each of the parties hereby consenting to the
exclusive jurisdiction of said courts for this purpose.
8.7
Waivers. No failure on the part of either party to exercise, and no delay in exercising, any right or remedy hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise or any right or remedy hereunder preclude any other or further exercise
thereof or the exercise of any other right or remedy granted hereby or by any related document or by law.
8.8
Section 409A. It is the parties’ intention that any severance payment under Section 4.2(c) of this Agreement will be
exempt from the requirements of Section 409A of the Internal Revenue Code, and guidance issued thereunder (“Section 409A”)
as a short term deferral under Treas. Reg. Sec. 1.409A-1(b)(4) and this Agreement shall be construed and administered in a manner consistent
with such intent. Payments on account of a termination of employment may only be made upon a “separation from service” as
defined under Section 409A. To the extent the payments under this Agreement are subject to Section 409A, the Agreement shall be interpreted
and administered in a manner that complies with Section 409A. If at the time of the Executive’s termination of employment Executive
is a “specified” employee under Section 409A, then any payment or payments of deferred compensation subject to Section 409A
that are payable on account of such termination shall not be made or commenced until the first day following the earlier of (a) the expiration
of the six (6)-month period measured from the date of the “separation from service”, or (b) the date of Executive’s
death.
8.9
Entire Agreement, Modification. This Agreement constitutes the entire agreement and understanding between the parties hereto in reference
to all the matters herein agreed upon. This Agreement replaces in full all prior employment agreements, consulting agreements or understandings
of the parties hereto, and any and all such prior agreements or understandings are hereby rescinded by mutual agreement. This Agreement
may not be modified or amended except by a written instrument signed by the parties hereto.
8.10
Execution in Counterparts. This Agreement may be executed by each party in separate counterparts and by facsimile or PDF signatures,
and each such duly executed counterpart shall be of the same validity, force and effect as the original.
8.11
Survival. The parties expressly acknowledge and agree that the provisions of this Agreement which by their express or implied terms
extend beyond the termination of Executive’s employment hereunder (including, without limitation, the provisions of Sections 3.3,
3.4, and 4.2 or beyond the termination of this Agreement (including, without limitation, the provisions of Article V, Article VI and
Article VII) shall continue in full force and effect notwithstanding Executive’s termination of employment hereunder or the termination
of this Agreement, respectively.
[Remainder
of Page Intentionally Left Blank]
IN
WITNESS WHEREOF, the parties hereto have caused this Executive Employment Agreement to be duly executed and delivered as of the date
first above written.
EXECUTIVE
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PETVIVO
HOLDINGS, INC. |
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By: |
/s/
John Lai |
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By: |
/s/
Robert J. Folkes |
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John
Lai |
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Robert
J. Folkes, Chief Financial Officer |
Exhibit
10.1
FIRST
AMENDMENT TO
EXECUTIVE
EMPLOYMENT AGREEMENT
THIS
FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”) is effective as of November 1, 2022, 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 that certain Executive Employment Agreement dated as of November 10, 2021 (as the same now exists or may hereafter
be amended, modified, supplemented, renewed, restated, or replaced, the “Employment Agreement”); and
WHEREAS,
pursuant to Section 3.1 of the Employment Agreement, the Compensation Committee of the Board of Directors of the Company conducted its
annual performance and compensation review of the Executive and approved an increase to Executive’s Base Salary.
WHEREAS,
the Parties desire to modify the Employment Agreement to reflect the salary increase as set forth herein.
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 such that the Executive’s Base
Salary is increased from $275,000 to $350,000.
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]
IN
WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
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EXECUTIVE: |
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By: |
/s/
John Lai |
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John
Lai |
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PETVIVO
HOLDINGS, INC. |
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By: |
/s/
Robert J. Folkes |
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Robert
J. Folkes, |
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Chief
Financial Officer |
Exhibit
10.1
SECOND
AMENDMENT TO
EXECUTIVE
EMPLOYMENT 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.
.
WHEREAS,
the Parties desire to modify the Employment Agreement to reflect the foregoing as set forth herein.
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]
IN
WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
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EXECUTIVE: |
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By: |
/s/
John Lai |
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John
Lai |
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PETVIVO
HOLDINGS, INC. |
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By: |
/s/
Robert J. Folkes |
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Robert
J. Folkes, Chief Financial Officer |
[Signature
Page to Second Amendment to Employment Agreement]
Exhibit
10.2
EXECUTIVE
EMPLOYMENT AGREEMENT
THIS
EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”), dated the 10th day of November, 2021 (the “Effective Date”), is
by and between PetVivo Holdings, Inc. a Nevada corporation (“Company”), and Robert J. Folkes, a resident of Minnesota (“Executive”).
RECITALS
A.
Company wishes to hire and Executive wishes to be employed by the Company in the capacity of Chief Financial Officer of the Company;
and
B.
In connection with this Agreement, the Company and Executive are hereby terminating the Employment Agreement between the Company and
Executive dated April 14, 2021 (“Prior Employment Agreement”).
C.
In consideration of the foregoing promises and the parties’ mutual covenants and undertakings contained in this Agreement, the
Company and Executive agree as follows:
Article
I.
DEFINITIONS
Capitalized
terms used in the Agreement shall have their defined meaning throughout the Agreement. The following terms shall have the meanings set
forth below, unless the context clearly requires otherwise.
1.1
“Accrued Obligations” shall have the meaning set forth in Section 4.1(g).
1.2
“Base Salary” shall have the meaning set forth in Section 3.1.
1.3
“Board” means the Board of Directors of the Company.
1.4
“Cause” shall have the meaning set forth in Section 4.1(c) of this Agreement.
1.5
“Company” means all of the following, jointly and severally: (a) PetVivo Holdings, Inc; (b) any subsidiary; and (c) any
successor.
1.6
“Confidential Information” means information that is proprietary to the Company or proprietary to others and entrusted
to the Company, whether or not a trade secret. Confidential Information includes, but is not limited to, information relating to business
and operating plans and to business as conducted during Executive’s employment with the Company or anticipated to be conducted,
as evidenced by Company documents in existence as of the Termination Date, and to past or current or anticipated information as evidenced
by Company documents in existence (as of the Termination Date), products or services. Confidential Information also includes, without
limitation, information concerning research, development, purchasing, accounting, marketing, distribution and selling. All information
that Executive has a reasonable basis to consider confidential is Confidential Information, whether or not originated by Executive and
without regard to the manner in which Executive obtains access to this and any other proprietary information.
1.7
“Disability” means the Executive’s inability by reason of physical or mental illness to fulfill his obligations
hereunder for thirty (30) consecutive days or a total of ninety (90) days (whether or not consecutive) in any 180-day period, which,
in the reasonable opinion of an independent physician selected by the Company or its insurers and reasonably acceptable to the Executive
or the Executive’s legal representative, renders the Executive unable to perform the essential functions of his job, even after
reasonable accommodations are made by the Company, and which inability by reason of such physical or mental illness to fulfill his obligations
has not been cured, as determined by such physician prior to the Termination Date.
1.8
“Executive” means Robert J. Folkes.
1.9
“Incentive Plan” means the PetVivo Holdings, Inc. 2020 Equity Incentive Plan and any other equity compensation plans
approved and adopted by the Board of Directors and shareholders after the date of this Agreement.
1.10
“Inventions” means all inventions, original works of authorship, developments, concepts, improvements, designs, discoveries,
ideas, trademarks (and all associated goodwill), mask works or trade secrets, whether or not such are patentable, copyrightable or protectable
under any statutory or regulatory scheme, and whether or not in writing or reduced to practice, which Executive may solely or jointly
conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during Executive’s employment
by the Company.
1.11
“Stock Award” means, individually or collectively, an option, stock appreciation right, restricted stock award,
restricted stock unit, deferred stock unit, performance award, or other stock-based award, in each case granted to the Executive pursuant
to the Incentive Plan.
1.12
“Termination Date” shall mean the date specified in the Termination Notice.
1.13
“Termination Notice” shall have the meaning set forth in Section 4.1(f).
Article
II.
EMPLOYMENT,
DUTIES, AND TERM
2.1
Employment. Upon the terms and conditions set forth in this Agreement, the Company hereby employs Executive, and Executive accepts
such employment, as the Chief Financial Officer of the Company. Except as expressly provided herein, termination of this Agreement by
either party or by mutual agreement of the parties shall also terminate Executive’s employment by the Company.
2.2
Duties. During the Term (as defined in Section 2.5 of this Agreement), the Executive shall serve as the Chief Financial Officer of
the Company under the direction of the Board of Directors of the Company (the “Board”). During the Term the Executive shall
devote all of Executive’s business time, skill, and energies to promote the interests of the Company and to serve such positions
with the Company as may be reasonably assigned by the Board which are consistent with the title of Chief Financial Officer of the Company.
Executive shall undertake to perform all of Executive’s duties and responsibilities for the Company and any current and/or future
affiliates of the Company in good faith and on a full-time basis and shall at all times act in good faith in the course of Executive’s
employment under this Agreement and in the best interests of the Company and its affiliates.
2.3
Certain Proprietary Information. If Executive possesses any proprietary information of another person or entity as a result of prior
employment or relationship, Executive shall honor any legal obligation that Executive has with that person or entity with respect to
such proprietary information.
2.4
No Conflict. The Executive represents and warrants that Executive is not a party to or subject to any agreement, covenant, understanding,
or under any obligation, contractual or otherwise, to any firm, person or corporation, which would prevent his employment by the Company
or adversely affect his ability to serve as an executive of the Company, as herein contemplated.
2.5
Term. Subject to the provisions of Article IV, the term of employment of Executive under this Agreement shall commence on the date
set forth above and continue until September 30, 2024 (the “Term”).
Article
III.
COMPENSATION,
BENEFITS AND EXPENSES
3.1
Base Salary. The Company will pay to Executive an annual base salary (“Base Salary”) of $240,000 per year, less deductions
and withholdings, which Base Salary will be paid in accordance with the Company’s normal payroll policies and procedures. During
each year after the first year of Executive’s employment hereunder, the Compensation Committee of the Board (the “Committee”)
may review and increase Executive’s Base Salary in its sole discretion.
3.2
Award Grants. During the Term, the Executive shall be eligible to receive one or more equity-based incentive awards at the discretion
of the Committee. The terms of such awards, if any, shall be determined in the sole discretion of the Committee, including the types
of awards, the number of securities covered by each award, the vesting conditions applicable to each award, and the manner in which awards
are to be paid or settled. Nothing herein shall obligate the Company to make an equity award to the Executive at any time.
3.3
Performance Bonus Compensation. Executive may be eligible for a cash performance/incentive bonus that is approved and granted by
the Committee pursuant to the achievement of milestones established by the Committee; such a performance/incentive bonus (“Bonus”)
shall be equal to fifty percent (50%) of the Base Salary of the Executive or such other percentage as determined by the Committee. Any
Bonus shall be paid within seventy-four (74) days of the Company’s fiscal year end. The Committee will consider such performance-based
bonuses, including the milestones for such bonuses, for the Executive on a regular basis, which shall occur at least once each calendar
year.
3.4
Benefits and Paid Time Off. Executive shall be eligible to participate in any and all executive or employee benefits, including but
not limited to any pension, equity incentive, health, welfare and fringe benefits Company maintains for its employees of similar tenure
and grade, subject to and on a basis consistent with the terms of each such Plan or program and consistent with executives of similar
tenure or grade. The Executive shall be entitled to paid time off in accordance with the Company’s employment policies addressing
paid time off.
3.5
Business Expenses. The Company will reimburse Executive for all reasonable and necessary out-of-pocket business, travel and entertainment
expenses incurred by the Executive in the performance of the duties and responsibilities hereunder, subject to the Company’s normal
policies and procedures for expense verification and documentation.
Article
IV.
TERMINATION
4.1
Employment Term. The Executive’s employment under this Agreement may be terminated prior to the end of the Term upon the earlier
to occur of any of the following events (at which time the Term shall be terminated):
(a)
Death. The Executive’s employment hereunder shall terminate upon his death.
(b)
Disability. The Company shall be entitled to terminate the Executive’s employment hereunder for Disability.
(c)
Cause. The Company may terminate the Executive’s employment hereunder for Cause. For purposes of this Agreement, the term
“Cause” shall include, without limitation, the following: (i) conviction (or a plea of nolo contendere) by
the Executive to a felony; (ii) acts of fraud, dishonesty or misappropriation committed by the Executive and intended to result in substantial
personal enrichment at the expense of the Company; (iii) willful, intentional or reckless misconduct by the Executive in the performance
of the Executive’s material duties required by this Agreement which materially damage or are reasonably likely to materially damage
the financial position or reputation of the Company; or (iv) a material breach of this Agreement by the Executive which is not cured
within thirty (30) days following receipt by the Executive of a Termination Notice from the Company.
(d)
Without Cause. The Company may terminate the Executive’s employment hereunder during the Term without Cause, for any reason,
provided that the Company delivers to the Executive the Termination Notice at least thirty (30) days in advance of the Termination
Date.
(e)
Voluntarily. The Executive may voluntarily terminate his employment hereunder, provided that the Executive delivers to
the Company the Termination Notice at least thirty (30) days in advance of the Termination Date.
(f)
Notice of Termination. Any termination of the Executive’s employment hereunder by the Company or by the Executive during
the Term shall be communicated by written notice of termination to the other party hereto in accordance with Section 8.4 (the “Termination
Notice”). The Termination Notice shall specify: (i) the termination provisions of this Agreement relied upon, (ii) to the extent
applicable, the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provisions
so indicated, and (iii) the applicable date of termination (“Termination Date”).
(g)
Accrued Obligations Upon Termination. Upon termination of Executive’s employment with the Company for any reason, the Company
shall be obligated to pay to Executive, all Base Salary earned by Executive through his last day of employment, and any earned and payable
(but as of yet unpaid) Annual Bonus for the previous year, any accrued but unused vacation/paid time off and any unreimbursed business
expenses to the extent incurred before the termination and for which he would have been entitled to reimbursement but for the termination
of employment (to the extent that they have been properly submitted or are due, or if not previously submitted or reviewed by the Company,
the Company shall promptly review them if promptly submitted by the Executive thereafter), which are referred to herein as the “Accrued
Obligations”.
4.2
Compensation Upon Termination.
(a)
Disability or Death. If the Executive’s employment is terminated as a result of his Disability or death, the Company shall
pay, as soon as practicable, but not later than sixty (60) days of such termination, to the Executive or to the Executive’s estate,
as applicable, the Accrued Obligations.
(b)
Termination for Cause. If the Executive’s employment is terminated by the Board for Cause, then the Company shall pay to
the Executive, no later than the next pay date, the Accrued Obligations and the Executive shall have no further entitlement to any other
compensation or benefits from the Company.
(c)
Termination by the Company without Cause. If the Executive’s employment is terminated by the Company other than as a result
of the Executive’s death or Disability and other than for Cause, then the Company shall pay to the Executive, no later than the
next pay date, the Accrued Obligations. In addition, the Company shall make a lump sum severance payment to the Executive in an amount
equal to six (6) months of his Base Salary, within ten (10) days following receipt of the Release required under Section 4.2(f).
(d)
Voluntary Termination by the Executive. If the Executive voluntarily terminates his employment, then the Company shall pay to
the Executive, no later than the next pay date, the Accrued Obligations.
(e)
Stock Awards. If the Executive’s employment is terminated for any reason, the vesting, exercisability and termination of
the Stock Awards shall be determined by the terms in the award agreement for each Stock Award and/or the terms of the Incentive Plan.
(f)
Release. The Company shall have no obligation to make any severance payment under Section 4.2(c) unless the Executive executes
and delivers (without revoking) to the Company within sixty (60) days following the Executive’s Termination Date a general release
in form and substance satisfactory to the Company of any and all claims he may have against the Company and its affiliates (the “Release”).
(g)
Exclusive Obligations. This Section 4.2 sets forth the only obligations of the Company with respect to the termination of the
Executive’s employment with the Company, and the Executive acknowledges that, upon the termination of his employment, he shall
not be entitled to any payments or benefits which are not explicitly provided in this Section 4. The provisions of this Section 4.2 shall
survive any termination of this Agreement.
4.3
Return of Property. Upon termination of Executive’s employment for any reason, be it voluntary or involuntary, Executive shall
promptly deliver to the Company (a) all records, manuals, books, documents, client lists, letters, reports, data, tables, calculations,
prototypes and any and all copies of any of the foregoing which are the property of the Company or which relate in any way to the business
or practices of the Company, and (b) all other property of the Company and Confidential Information which in any of these cases are in
his possession or under his control. Executive shall not retain any copies or summaries of any kind of documents and materials covered
by this Section 4.3.
Article
V.
CONFIDENTIAL
INFORMATION
5.1
Prohibitions Against Use. Executive will not, during or subsequent to the termination of Executive’s employment under this
Agreement, use or disclose, other than in connection with Executive’s employment with the Company, any Confidential Information
to any person not employed by the Company or not authorized by the Company to receive such Confidential Information, without the prior
written consent of the Company. Executive will use reasonable and prudent care to safeguard and protect and prevent the unauthorized
use and disclosure of Confidential Information. The obligations contained in this Section 5.1 will survive for as long as the Company
in its sole judgment considers the information to be Confidential Information. The obligations under this Section 5.1 will not apply
to any Confidential Information that is now or becomes generally available to the public through (a) no fault of Executive or (b) to
Executive’s disclosure of any Confidential Information required by law or judicial or administrative process.
5.2
Proprietary Information. If Executive has possessed or possesses any proprietary information of another person or entity as a result
of prior employment or relationship, Executive shall honor any legal obligation that Executive has with that person or entity with respect
to such proprietary information.
Article
VI.
NON-COMPETITION
6.1
Non-Competition. Subject to Sections 6.2 and 6.3, Executive agrees that during the Term of this Agreement and for a period of one
(1) year following termination of his employment for any reason, Executive will not, anywhere in the world, directly or indirectly, alone
or as a partner, officer, director, shareholder or employee of any other firm or entity, engage in any commercial activity in competition
with the Company which activity involves the development, distribution, sales or marketing of manufactured biomaterials containing proteins
including, but not limited to, collagen-, elastin-, casein- or fibrin-containing products for any medical application. For purposes of
this paragraph, “shareholder” shall not include beneficial ownership of less than five percent (5%) of the combined voting
power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange
or quoted on a major stock exchange.
6.2
Covenant Not to Recruit. Executive recognizes that the Company’s workforce constitutes an important and vital aspect of its
business on a world-wide basis. Executive agrees that for a period of one (1) year following the termination of this Agreement for any
reason whatsoever, he shall not solicit, or assist anyone else in the solicitation of, any of the Company’s then-current employees
to terminate their employment with the Company and to become employed by any business enterprise with which the Executive may then be
associated, affiliated or connected.
6.3
Judicial Modification. If any of the foregoing covenants are deemed by a court of competent jurisdiction to be unenforceable because
of their scope or duration, or the area or subject matter covered thereby, the Company and Executive agree that the court making such
determination shall have the power to reduce or modify the scope, duration, subject matter and/or area of such covenant to the extent
that allows the maximum scope, duration, subject matter and area permitted by applicable law.
Article
VII.
INVENTIONS
7.1
Assignment of Inventions. Executive shall promptly make full, written disclosure to the Company, and will hold in trust for the sole
right and benefit of the Company, and hereby irrevocably transfers and assigns, and agrees to transfer and assign, to the Company, or
its designee, all his right, title and interest in and to any and all Inventions. Executive further acknowledges that all original works
of authorship which are made by Executive (solely or jointly with others) within the scope of and during the period of his employment
with the Company and which may be protected by copyright are “Works Made For Hire” as that term is defined by the United
States Copyright Act. Executive understands and agrees that the decision whether to commercialize or market any Invention developed by
Executive (solely or jointly with others) is within the Company’s sole discretion and the Company’s sole benefit and that
no royalty will be due to Executive as a result of the Company’s efforts to commercialize or market any such Invention.
Executive
recognizes that Inventions relating to his activities while working for the Company and conceived or made by Executive, whether alone
or with others, within one (1) year after cessation of Executive’s employment, may have been conceived in significant part while
employed by the Company. Accordingly, Executive acknowledges and agrees that such Inventions shall be presumed to have been conceived
during Executive’s employment with the Company and are to be, and hereby are, assigned to the Company unless and until Executive
has established the contrary.
The
requirements of this Section 7.1 do not apply to any intellectual property for which no equipment, supplies, facility or trade secret
information of the Company was used, and which was developed entirely on the Executive’s own time, and (a) which does not relate
(i) directly to the Company’s business or (ii) to the Company’s actual or demonstrably anticipated research and development
or (b) which does not result from any work the Executive performed for the Company.
7.2
Maintenance of Records. Executive agrees to keep and maintain adequate and current written records of all Inventions made by Executive
(solely or jointly with others) during his employment with the Company. The records will be in the form of notes, sketches, drawings
and any other format that may be specified by the Company. The records will be available to and remain the sole property of the Company
at all times.
7.3
Trademark and Copyright Registrations. Executive agrees to assist the Company, or its designee, at the Company’s expense, in
every proper way to secure the Company’s rights in the Inventions and any copyrights, patents, trademarks, service marks, mask
works, or any other intellectual property rights in any and all countries relating thereto, including, but not limited to, the disclosure
to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths,
assignments and all other instruments the Company reasonably deems necessary in order to apply for and obtain such rights and in order
to assign and convey to the Company, its successors, assigns, and nominees the sole and exclusive rights, title, and interest in and
to such inventions, and any copyrights, patents, trademarks, service marks, mask works, or any other intellectual property rights relating
thereto. Executive further agrees that his obligation to execute or cause to be executed, when it is in his power to do so, any such
instrument or paper shall continue after termination or expiration of this Agreement or the cessation of his employment with the Company.
If the Company is unable, because of Executive’s mental or physical incapacity or for any other reason, after reasonably diligent
efforts, to secure Executive’s signature to apply for or to pursue any application for any United States or foreign patents, trademarks
or copyright registrations covering inventions or original works of authorship assigned to the Company as above, then Executive hereby
irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agent and attorney-in-fact
to act for and on his behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further
the prosecution and issuance of letters, patents, trademarks or copyright registrations thereon with the same legal force and effect
as if executed by Executive; this power of attorney shall be a durable power of attorney which shall come into existence upon Executive’s
mental or physical incapacity.
7.4
Prior Inventions. Executive has identified on Exhibit A to this Agreement all Inventions relating in any way to the Company’s
business or demonstrably anticipated research and development that were made by Executive prior to employment with the Company, and Executive
represents that such list is complete. Executive represents that Executive has no rights in any such Inventions other than those specified
in Exhibit A. If there is no such list on Exhibit A, Executive represents that Executive has made no such Inventions at the time of signing
this Agreement. Executive shall not incorporate, or permit to be incorporated, any prior Invention owned by Executive or in which he
has an interest in a Company product, process or machine without the Company’s prior written consent.
Article
VIII.
GENERAL
PROVISIONS
8.1
No Adequate Remedy. The parties declare that it is impossible to accurately measure in money the damages which will accrue to either
party by reason of a failure to perform any of the obligations under this Agreement. Therefore, if either party shall institute any action
or proceeding to enforce the provisions hereof, other than a claim by Executive for a payment pursuant to Section 4 of this Agreement,
the party against whom such action or proceeding is brought hereby waives the claim or defense that such party has an adequate remedy
at law, and such party shall not assert in any such action or proceeding the claim or defense that such party has an adequate remedy
at law.
8.2
Arbitration. Any claim arising out of or relating to Executive’s employment with the Company including claims: (a) arising
out of termination or discipline (including constructive discharge) or any denial of promotion; (b) relating to breach of contract (express
or implied); (c) relating to tort; (d) relating to wages or other compensation due; (e) relating to benefits (except claims under an
employee benefit or pension plan that either (i) specifies that its claims procedures shall culminate in an arbitration procedure different
from this one, or (ii) is underwritten by a commercial insurer which decides claims; (f) concerning discrimination disputes (including,
but not limited to race, sex, sexual orientation, religion, national origin, age, marital status, or disability), including complaints
regarding hostile work environment, or other prohibited discriminatory conduct; and (g) concerning violation of any law, statute, regulation
or ordinance, shall be settled by arbitration administered by the American Arbitration Association under its National Rules for the Resolution
of Employment Disputes and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
Notwithstanding
the above, claims that are not arbitrable are those for injunctive and/or other equitable relief, including but not limited to those
for unfair competition and the use or disclosure of Confidential Information, as to which the Executive agrees that the Company may seek
and obtain relief from a court of competent jurisdiction. Claims for workers’ compensation or unemployment compensation benefits
are also excluded from this requirement for arbitration.
The
aggrieved party must give written notice to the other party of any claim. The written notice shall identify and describe the nature of
the claims asserted and the facts upon which such claims are based. Except for such claims listed above which are not arbitrable, for
all other claims this Section 8.2 specifically includes a waiver of the right to a court trial and a trial by jury.
8.3
Successor and Assigns. This Agreement shall be binding upon the parties hereto, their heirs, devisees, legal representatives, administrators,
successors and assigns. Company may assign any or all of its rights and delegate its duties under this Agreement including, without limitation,
those contained in the restrictive covenants provided in Section 6 of this Agreement without the consent of Executive to any subsidiary
or affiliate of Company, to the purchaser of all or substantially all of Company’s assets or stock, or any other successor to Company’s
business. In such case, the covenants and agreements made by Executive herein shall inure to the benefit of and protect Company’s
assigns or the successors in interest. This Agreement is personal to the Executive and may not be assigned by him. Except as provided
in this Section, no party may assign or transfer his or its interests herein, or delegate his or its duties hereunder, without the written
consent of the other party. Any assignment or delegation of duties in violation of this provision shall be null and void.
8.4
Notices. All notices, requests and demands given to or made pursuant hereto shall, except as otherwise specified herein, be in writing
and be personally delivered or mailed via overnight courier, with written confirmation of receipt, to the Company at its registered principal
office or to the Executive at the address reflected in the Company’s employment records as Executive’s address. Either party
may, by notice hereunder, designate a changed address. All notices and other communications given to any party hereto in accordance with
the provisions of this Agreement will be deemed to have been given on the date of delivery if personally delivered or on the business
day after the date when sent if sent by overnight courier, in each case addressed to such party as provided in this Section 8.4 or in
accordance with the latest unrevoked direction from such party.
8.5
Captions; Construction. The various headings or captions in this Agreement are for convenience only and shall not affect the meaning
or interpretation of this Agreement. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law,
such provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision
or the remaining provisions of this Agreement.
8.6
Governing Law. The validity, interpretation, construction, performance, enforcement and remedies of or relating to this Agreement,
and the rights and obligations of the parties hereunder, shall be governed by the substantive laws of the State of Minnesota (without
regard to the conflict of laws, rules or statutes of any jurisdiction), and any and every legal proceeding arising out of or in connection
with this Agreement shall be brought in the appropriate courts of the State of Minnesota, each of the parties hereby consenting to the
exclusive jurisdiction of said courts for this purpose.
8.7
Waivers. No failure on the part of either party to exercise, and no delay in exercising, any right or remedy hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise or any right or remedy hereunder preclude any other or further exercise
thereof or the exercise of any other right or remedy granted hereby or by any related document or by law.
8.8
Section 409A. It is the parties’ intention that any severance payment under Section 4.2(c) of this Agreement will be
exempt from the requirements of Section 409A of the Internal Revenue Code, and guidance issued thereunder (“Section 409A”)
as a short term deferral under Treas. Reg. Sec. 1.409A-1(b)(4) and this Agreement shall be construed and administered in a manner consistent
with such intent. Payments on account of a termination of employment may only be made upon a “separation from service” as
defined under Section 409A. To the extent the payments under this Agreement are subject to Section 409A, the Agreement shall be interpreted
and administered in a manner that complies with Section 409A. If at the time of the Executive’s termination of employment Executive
is a “specified” employee under Section 409A, then any payment or payments of deferred compensation subject to Section 409A
that are payable on account of such termination shall not be made or commenced until the first day following the earlier of (a) the expiration
of the six (6)-month period measured from the date of the “separation from service”, or (b) the date of Executive’s
death.
8.9
Entire Agreement, Modification. This Agreement constitutes the entire agreement and understanding between the parties hereto in reference
to all the matters herein agreed upon. This Agreement replaces in full all prior employment agreements, consulting agreements or understandings
of the parties hereto, and any and all such prior agreements or understandings are hereby rescinded by mutual agreement. This Agreement
may not be modified or amended except by a written instrument signed by the parties hereto.
8.10
Execution in Counterparts. This Agreement may be executed by each party in separate counterparts and by facsimile or PDF signatures,
and each such duly executed counterpart shall be of the same validity, force and effect as the original.
8.11
Survival. The parties expressly acknowledge and agree that the provisions of this Agreement which by their express or implied terms
extend beyond the termination of Executive’s employment hereunder (including, without limitation, the provisions of Sections 3.3,
3.4, and 4.2 or beyond the termination of this Agreement (including, without limitation, the provisions of Article V, Article VI and
Article VII) shall continue in full force and effect notwithstanding Executive’s termination of employment hereunder or the termination
of this Agreement, respectively.
[Remainder
of Page Intentionally Left Blank]
IN
WITNESS WHEREOF, the parties hereto have caused this Executive Employment Agreement to be duly executed and delivered as of the date
first above written.
EXECUTIVE
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PETVIVO
HOLDINGS, INC. |
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By: |
/s/
Robert J. Folkes |
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By: |
/s/
John Lai |
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Robert
J. Folkes |
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John
Lai, CEO and President |
Exhibit
10.2
FIRST
AMENDMENT TO
EXECUTIVE
EMPLOYMENT AGREEMENT
THIS
FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”) is effective as of November 1, 2022, by and between
PetVivo Holdings, Inc., a Nevada corporation (the “Company”) and Robert J. Folkes (the “Executive”
and together with the Company, each a “Party,” and collectively the “Parties.”)
RECITALS
WHEREAS,
the Parties entered into that certain Executive Employment Agreement dated as of November 10, 2021 (as the same now exists or may hereafter
be amended, modified, supplemented, renewed, restated, or replaced, the “Employment Agreement”); and
WHEREAS,
pursuant to Section 3.1 of the Employment Agreement, the Compensation Committee of the Board of Directors of the Company conducted its
annual performance and compensation review of the Executive and approved an increase to Executive’s Base Salary.
WHEREAS,
the Parties desire to modify the Employment Agreement to reflect the salary increase as set forth herein.
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 such that the Executive’s Base
Salary is increased from $240,000 to $300,000.
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]
IN
WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
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EXECUTIVE: |
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By: |
/s/
Robert J. Folkes |
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Robert
J. Folkes |
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PETVIVO
HOLDINGS, INC. |
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By: |
/s/
John Lai |
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John
Lai, |
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Chief
Executive Officer |
Exhibit
10.3
EXECUTIVE
EMPLOYMENT AGREEMENT
THIS
EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”), dated the 10th day of November, 2021 (the “Effective Date”), is
by and between PetVivo Holdings, Inc. a Nevada corporation (“Company”), and Randall Meyer, a resident of Minnesota (“Executive”).
RECITALS
A.
Company wishes to hire and Executive wishes to be employed by the Company in the capacity of Chief Operating Officer of the Company;
and
B.
In consideration of the foregoing promises and the parties’ mutual covenants and undertakings contained in this Agreement, the
Company and Executive agree as follows:
Article
I.
DEFINITIONS
Capitalized
terms used in the Agreement shall have their defined meaning throughout the Agreement. The following terms shall have the meanings set
forth below, unless the context clearly requires otherwise.
1.1
“Accrued Obligations” shall have the meaning set forth in Section 4.1(g).
1.2
“Base Salary” shall have the meaning set forth in Section 3.1.
1.3
“Board” means the Board of Directors of the Company.
1.4
“Cause” shall have the meaning set forth in Section 4.1(c) of this Agreement.
1.5
“Company” means all of the following, jointly and severally: (a) PetVivo Holdings, Inc; (b) any subsidiary; and (c) any
successor.
1.6
“Confidential Information” means information that is proprietary to the Company or proprietary to others and entrusted
to the Company, whether or not a trade secret. Confidential Information includes, but is not limited to, information relating to business
and operating plans and to business as conducted during Executive’s employment with the Company or anticipated to be conducted,
as evidenced by Company documents in existence as of the Termination Date, and to past or current or anticipated information as evidenced
by Company documents in existence (as of the Termination Date), products or services. Confidential Information also includes, without
limitation, information concerning research, development, purchasing, accounting, marketing, distribution and selling. All information
that Executive has a reasonable basis to consider confidential is Confidential Information, whether or not originated by Executive and
without regard to the manner in which Executive obtains access to this and any other proprietary information.
1.7
“Disability” means the Executive’s inability by reason of physical or mental illness to fulfill his obligations
hereunder for thirty (30) consecutive days or a total of ninety (90) days (whether or not consecutive) in any 180-day period, which,
in the reasonable opinion of an independent physician selected by the Company or its insurers and reasonably acceptable to the Executive
or the Executive’s legal representative, renders the Executive unable to perform the essential functions of his job, even after
reasonable accommodations are made by the Company, and which inability by reason of such physical or mental illness to fulfill his obligations
has not been cured, as determined by such physician prior to the Termination Date.
1.8
“Executive” means Randall Meyer.
1.9
“Incentive Plan” means the PetVivo Holdings, Inc. 2020 Equity Incentive Plan and any other equity compensation plans
approved and adopted by the Board of Directors and shareholders after the date of this Agreement.
1.10
“Inventions” means all inventions, original works of authorship, developments, concepts, improvements, designs, discoveries,
ideas, trademarks (and all associated goodwill), mask works or trade secrets, whether or not such are patentable, copyrightable or protectable
under any statutory or regulatory scheme, and whether or not in writing or reduced to practice, which Executive may solely or jointly
conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during Executive’s employment
by the Company.
1.11
“Stock Award” means, individually or collectively, an option, stock appreciation right, restricted stock award,
restricted stock unit, deferred stock unit, performance award, or other stock-based award, in each case granted to the Executive pursuant
to the Incentive Plan.
1.12
“Termination Date” shall mean the date specified in the Termination Notice.
1.13
“Termination Notice” shall have the meaning set forth in Section 4.1(f).
Article
II.
EMPLOYMENT,
DUTIES, AND TERM
2.1
Employment. Upon the terms and conditions set forth in this Agreement, the Company hereby employs Executive, and Executive accepts
such employment, as the Chief Operating Officer of the Company. Except as expressly provided herein, termination of this Agreement by
either party or by mutual agreement of the parties shall also terminate Executive’s employment by the Company.
2.2
Duties. During the Term (as defined in Section 2.5 of this Agreement), the Executive shall serve as the Chief Operating Officer of
the Company under the direction of the Board of Directors of the Company (the “Board”). During the Term the Executive shall
devote all of Executive’s business time, skill, and energies to promote the interests of the Company and to serve such positions
with the Company as may be reasonably assigned by the Board which are consistent with the title of Chief Operating Officer of the Company.
Executive shall undertake to perform all of Executive’s duties and responsibilities for the Company and any current and/or future
affiliates of the Company in good faith and on a full-time basis and shall at all times act in good faith in the course of Executive’s
employment under this Agreement and in the best interests of the Company and its affiliates.
2.3
Certain Proprietary Information. If Executive possesses any proprietary information of another person or entity as a result of prior
employment or relationship, Executive shall honor any legal obligation that Executive has with that person or entity with respect to
such proprietary information.
2.4
No Conflict. The Executive represents and warrants that Executive is not a party to or subject to any agreement, covenant, understanding,
or under any obligation, contractual or otherwise, to any firm, person or corporation, which would prevent his employment by the Company
or adversely affect his ability to serve as an executive of the Company, as herein contemplated.
2.5
Term. Subject to the provisions of Article IV, the term of employment of Executive under this Agreement shall commence on the date
set forth above and continue until September 30, 2024 (the “Term”).
Article
III.
COMPENSATION,
BENEFITS AND EXPENSES
3.1
Base Salary. The Company will pay to Executive an annual base salary (“Base Salary”) of $220,000 per year, less deductions
and withholdings, which Base Salary will be paid in accordance with the Company’s normal payroll policies and procedures. During
each year after the first year of Executive’s employment hereunder, the Compensation Committee of the Board (the “Committee”)
may review and increase Executive’s Base Salary in its sole discretion.
3.2
Award Grants. During the Term, the Executive shall be eligible to receive one or more equity-based incentive awards at the discretion
of the Committee. The terms of such awards, if any, shall be determined in the sole discretion of the Committee, including the types
of awards, the number of securities covered by each award, the vesting conditions applicable to each award, and the manner in which awards
are to be paid or settled. Nothing herein shall obligate the Company to make an equity award to the Executive at any time.
3.3
Performance Bonus Compensation. Executive may be eligible for a cash performance/incentive bonus that is approved and granted by
the Committee pursuant to the achievement of milestones established by the Committee; such a performance/incentive bonus (“Bonus”)
shall be equal to fifty percent (50%) of the Base Salary of the Executive or such other percentage as determined by the Committee. Any
Bonus shall be paid within seventy-four (74) days of the Company’s fiscal year end. The Committee will consider such performance-based
bonuses, including the milestones for such bonuses, for the Executive on a regular basis, which shall occur at least once each calendar
year.
3.4
Benefits and Paid Time Off. Executive shall be eligible to participate in any and all executive or employee benefits, including but
not limited to any pension, equity incentive, health, welfare and fringe benefits Company maintains for its employees of similar tenure
and grade, subject to and on a basis consistent with the terms of each such Plan or program and consistent with executives of similar
tenure or grade. The Executive shall be entitled to paid time off in accordance with the Company’s employment policies addressing
paid time off.
3.5
Business Expenses. The Company will reimburse Executive for all reasonable and necessary out-of-pocket business, travel and entertainment
expenses incurred by the Executive in the performance of the duties and responsibilities hereunder, subject to the Company’s normal
policies and procedures for expense verification and documentation.
Article
IV.
TERMINATION
4.1
Employment Term. The Executive’s employment under this Agreement may be terminated prior to the end of the Term upon the earlier
to occur of any of the following events (at which time the Term shall be terminated):
(a)
Death. The Executive’s employment hereunder shall terminate upon his death.
(b)
Disability. The Company shall be entitled to terminate the Executive’s employment hereunder for Disability.
(c)
Cause. The Company may terminate the Executive’s employment hereunder for Cause. For purposes of this Agreement, the term
“Cause” shall include, without limitation, the following: (i) conviction (or a plea of nolo contendere) by
the Executive to a felony; (ii) acts of fraud, dishonesty or misappropriation committed by the Executive and intended to result in substantial
personal enrichment at the expense of the Company; (iii) willful, intentional or reckless misconduct by the Executive in the performance
of the Executive’s material duties required by this Agreement which materially damage or are reasonably likely to materially damage
the financial position or reputation of the Company; or (iv) a material breach of this Agreement by the Executive which is not cured
within thirty (30) days following receipt by the Executive of a Termination Notice from the Company.
(d)
Without Cause. The Company may terminate the Executive’s employment hereunder during the Term without Cause, for any reason,
provided that the Company delivers to the Executive the Termination Notice at least thirty (30) days in advance of the Termination
Date.
(e)
Voluntarily. The Executive may voluntarily terminate his employment hereunder, provided that the Executive delivers to
the Company the Termination Notice at least thirty (30) days in advance of the Termination Date.
(f)
Notice of Termination. Any termination of the Executive’s employment hereunder by the Company or by the Executive during
the Term shall be communicated by written notice of termination to the other party hereto in accordance with Section 8.4 (the “Termination
Notice”). The Termination Notice shall specify: (i) the termination provisions of this Agreement relied upon, (ii) to the extent
applicable, the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provisions
so indicated, and (iii) the applicable date of termination (“Termination Date”).
(g)
Accrued Obligations Upon Termination. Upon termination of Executive’s employment with the Company for any reason, the Company
shall be obligated to pay to Executive, all Base Salary earned by Executive through his last day of employment, and any earned and payable
(but as of yet unpaid) Annual Bonus for the previous year, any accrued but unused vacation/paid time off and any unreimbursed business
expenses to the extent incurred before the termination and for which he would have been entitled to reimbursement but for the termination
of employment (to the extent that they have been properly submitted or are due, or if not previously submitted or reviewed by the Company,
the Company shall promptly review them if promptly submitted by the Executive thereafter), which are referred to herein as the “Accrued
Obligations”.
4.2
Compensation Upon Termination.
(a)
Disability or Death. If the Executive’s employment is terminated as a result of his Disability or death, the Company shall
pay, as soon as practicable, but not later than sixty (60) days of such termination, to the Executive or to the Executive’s estate,
as applicable, the Accrued Obligations.
(b)
Termination for Cause. If the Executive’s employment is terminated by the Board for Cause, then the Company shall pay to
the Executive, no later than the next pay date, the Accrued Obligations and the Executive shall have no further entitlement to any other
compensation or benefits from the Company.
(c)
Termination by the Company without Cause. If the Executive’s employment is terminated by the Company other than as a result
of the Executive’s death or Disability and other than for Cause, then the Company shall pay to the Executive, no later than the
next pay date, the Accrued Obligations. In addition, the Company shall make a lump sum severance payment to the Executive in an amount
equal to one (1) month of his Base Salary, within ten (10) days following receipt of the Release required under Section 4.2(f).
(d)
Voluntary Termination by the Executive. If the Executive voluntarily terminates his employment, then the Company shall pay to
the Executive, no later than the next pay date, the Accrued Obligations.
(e)
Stock Awards. If the Executive’s employment is terminated for any reason, the vesting, exercisability and termination of
the Stock Awards shall be determined by the terms in the award agreement for each Stock Award and/or the terms of the Incentive Plan.
(f)
Release. The Company shall have no obligation to make any severance payment under Section 4.2(c) unless the Executive executes
and delivers (without revoking) to the Company within sixty (60) days following the Executive’s Termination Date a general release
in form and substance satisfactory to the Company of any and all claims he may have against the Company and its affiliates (the “Release”).
(g)
Exclusive Obligations. This Section 4.2 sets forth the only obligations of the Company with respect to the termination of the
Executive’s employment with the Company, and the Executive acknowledges that, upon the termination of his employment, he shall
not be entitled to any payments or benefits which are not explicitly provided in this Section 4. The provisions of this Section 4.2 shall
survive any termination of this Agreement.
4.3
Return of Property. Upon termination of Executive’s employment for any reason, be it voluntary or involuntary, Executive shall
promptly deliver to the Company (a) all records, manuals, books, documents, client lists, letters, reports, data, tables, calculations,
prototypes and any and all copies of any of the foregoing which are the property of the Company or which relate in any way to the business
or practices of the Company, and (b) all other property of the Company and Confidential Information which in any of these cases are in
his possession or under his control. Executive shall not retain any copies or summaries of any kind of documents and materials covered
by this Section 4.3.
Article
V.
CONFIDENTIAL
INFORMATION
5.1
Prohibitions Against Use. Executive will not, during or subsequent to the termination of Executive’s employment under this
Agreement, use or disclose, other than in connection with Executive’s employment with the Company, any Confidential Information
to any person not employed by the Company or not authorized by the Company to receive such Confidential Information, without the prior
written consent of the Company. Executive will use reasonable and prudent care to safeguard and protect and prevent the unauthorized
use and disclosure of Confidential Information. The obligations contained in this Section 5.1 will survive for as long as the Company
in its sole judgment considers the information to be Confidential Information. The obligations under this Section 5.1 will not apply
to any Confidential Information that is now or becomes generally available to the public through (a) no fault of Executive or (b) to
Executive’s disclosure of any Confidential Information required by law or judicial or administrative process.
5.2
Proprietary Information. If Executive has possessed or possesses any proprietary information of another person or entity as a result
of prior employment or relationship, Executive shall honor any legal obligation that Executive has with that person or entity with respect
to such proprietary information.
Article
VI.
NON-COMPETITION
6.1
Non-Competition. Subject to Sections 6.2 and 6.3, Executive agrees that during the Term of this Agreement and for a period of one
(1) year following termination of his employment for any reason, Executive will not, anywhere in the world, directly or indirectly, alone
or as a partner, officer, director, shareholder or employee of any other firm or entity, engage in any commercial activity in competition
with the Company which activity involves the development, distribution, sales or marketing of manufactured biomaterials containing proteins
including, but not limited to, collagen-, elastin-, casein- or fibrin-containing products for any medical application. For purposes of
this paragraph, “shareholder” shall not include beneficial ownership of less than five percent (5%) of the combined voting
power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange
or quoted on a major stock exchange.
6.2
Covenant Not to Recruit. Executive recognizes that the Company’s workforce constitutes an important and vital aspect of its
business on a world-wide basis. Executive agrees that for a period of one (1) year following the termination of this Agreement for any
reason whatsoever, he shall not solicit, or assist anyone else in the solicitation of, any of the Company’s then-current employees
to terminate their employment with the Company and to become employed by any business enterprise with which the Executive may then be
associated, affiliated or connected.
6.3
Judicial Modification. If any of the foregoing covenants are deemed by a court of competent jurisdiction to be unenforceable because
of their scope or duration, or the area or subject matter covered thereby, the Company and Executive agree that the court making such
determination shall have the power to reduce or modify the scope, duration, subject matter and/or area of such covenant to the extent
that allows the maximum scope, duration, subject matter and area permitted by applicable law.
Article
VII.
INVENTIONS
7.1
Assignment of Inventions. Executive shall promptly make full, written disclosure to the Company, and will hold in trust for the sole
right and benefit of the Company, and hereby irrevocably transfers and assigns, and agrees to transfer and assign, to the Company, or
its designee, all his right, title and interest in and to any and all Inventions. Executive further acknowledges that all original works
of authorship which are made by Executive (solely or jointly with others) within the scope of and during the period of his employment
with the Company and which may be protected by copyright are “Works Made For Hire” as that term is defined by the United
States Copyright Act. Executive understands and agrees that the decision whether to commercialize or market any Invention developed by
Executive (solely or jointly with others) is within the Company’s sole discretion and the Company’s sole benefit and that
no royalty will be due to Executive as a result of the Company’s efforts to commercialize or market any such Invention.
Executive
recognizes that Inventions relating to his activities while working for the Company and conceived or made by Executive, whether alone
or with others, within one (1) year after cessation of Executive’s employment, may have been conceived in significant part while
employed by the Company. Accordingly, Executive acknowledges and agrees that such Inventions shall be presumed to have been conceived
during Executive’s employment with the Company and are to be, and hereby are, assigned to the Company unless and until Executive
has established the contrary.
The
requirements of this Section 7.1 do not apply to any intellectual property for which no equipment, supplies, facility or trade secret
information of the Company was used, and which was developed entirely on the Executive’s own time, and (a) which does not relate
(i) directly to the Company’s business or (ii) to the Company’s actual or demonstrably anticipated research and development
or (b) which does not result from any work the Executive performed for the Company.
7.2
Maintenance of Records. Executive agrees to keep and maintain adequate and current written records of all Inventions made by Executive
(solely or jointly with others) during his employment with the Company. The records will be in the form of notes, sketches, drawings
and any other format that may be specified by the Company. The records will be available to and remain the sole property of the Company
at all times.
7.3
Trademark and Copyright Registrations. Executive agrees to assist the Company, or its designee, at the Company’s expense, in
every proper way to secure the Company’s rights in the Inventions and any copyrights, patents, trademarks, service marks, mask
works, or any other intellectual property rights in any and all countries relating thereto, including, but not limited to, the disclosure
to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths,
assignments and all other instruments the Company reasonably deems necessary in order to apply for and obtain such rights and in order
to assign and convey to the Company, its successors, assigns, and nominees the sole and exclusive rights, title, and interest in and
to such inventions, and any copyrights, patents, trademarks, service marks, mask works, or any other intellectual property rights relating
thereto. Executive further agrees that his obligation to execute or cause to be executed, when it is in his power to do so, any such
instrument or paper shall continue after termination or expiration of this Agreement or the cessation of his employment with the Company.
If the Company is unable, because of Executive’s mental or physical incapacity or for any other reason, after reasonably diligent
efforts, to secure Executive’s signature to apply for or to pursue any application for any United States or foreign patents, trademarks
or copyright registrations covering inventions or original works of authorship assigned to the Company as above, then Executive hereby
irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agent and attorney-in-fact
to act for and on his behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further
the prosecution and issuance of letters, patents, trademarks or copyright registrations thereon with the same legal force and effect
as if executed by Executive; this power of attorney shall be a durable power of attorney which shall come into existence upon Executive’s
mental or physical incapacity.
7.4
Prior Inventions. Executive has identified on Exhibit A to this Agreement all Inventions relating in any way to the Company’s
business or demonstrably anticipated research and development that were made by Executive prior to employment with the Company, and Executive
represents that such list is complete. Executive represents that Executive has no rights in any such Inventions other than those specified
in Exhibit A. If there is no such list on Exhibit A, Executive represents that Executive has made no such Inventions at the time of signing
this Agreement. Executive shall not incorporate, or permit to be incorporated, any prior Invention owned by Executive or in which he
has an interest in a Company product, process or machine without the Company’s prior written consent.
Article
VIII.
GENERAL PROVISIONS
8.1
No Adequate Remedy. The parties declare that it is impossible to accurately measure in money the damages which will accrue to either
party by reason of a failure to perform any of the obligations under this Agreement. Therefore, if either party shall institute any action
or proceeding to enforce the provisions hereof, other than a claim by Executive for a payment pursuant to Section 4 of this Agreement,
the party against whom such action or proceeding is brought hereby waives the claim or defense that such party has an adequate remedy
at law, and such party shall not assert in any such action or proceeding the claim or defense that such party has an adequate remedy
at law.
8.2
Arbitration. Any claim arising out of or relating to Executive’s employment with the Company including claims: (a) arising
out of termination or discipline (including constructive discharge) or any denial of promotion; (b) relating to breach of contract (express
or implied); (c) relating to tort; (d) relating to wages or other compensation due; (e) relating to benefits (except claims under an
employee benefit or pension plan that either (i) specifies that its claims procedures shall culminate in an arbitration procedure different
from this one, or (ii) is underwritten by a commercial insurer which decides claims; (f) concerning discrimination disputes (including,
but not limited to race, sex, sexual orientation, religion, national origin, age, marital status, or disability), including complaints
regarding hostile work environment, or other prohibited discriminatory conduct; and (g) concerning violation of any law, statute, regulation
or ordinance, shall be settled by arbitration administered by the American Arbitration Association under its National Rules for the Resolution
of Employment Disputes and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
Notwithstanding
the above, claims that are not arbitrable are those for injunctive and/or other equitable relief, including but not limited to those
for unfair competition and the use or disclosure of Confidential Information, as to which the Executive agrees that the Company may seek
and obtain relief from a court of competent jurisdiction. Claims for workers’ compensation or unemployment compensation benefits
are also excluded from this requirement for arbitration.
The
aggrieved party must give written notice to the other party of any claim. The written notice shall identify and describe the nature of
the claims asserted and the facts upon which such claims are based. Except for such claims listed above which are not arbitrable, for
all other claims this Section 8.2 specifically includes a waiver of the right to a court trial and a trial by jury.
8.3
Successor and Assigns. This Agreement shall be binding upon the parties hereto, their heirs, devisees, legal representatives, administrators,
successors and assigns. Company may assign any or all of its rights and delegate its duties under this Agreement including, without limitation,
those contained in the restrictive covenants provided in Section 6 of this Agreement without the consent of Executive to any subsidiary
or affiliate of Company, to the purchaser of all or substantially all of Company’s assets or stock, or any other successor to Company’s
business. In such case, the covenants and agreements made by Executive herein shall inure to the benefit of and protect Company’s
assigns or the successors in interest. This Agreement is personal to the Executive and may not be assigned by him. Except as provided
in this Section, no party may assign or transfer his or its interests herein, or delegate his or its duties hereunder, without the written
consent of the other party. Any assignment or delegation of duties in violation of this provision shall be null and void.
8.4
Notices. All notices, requests and demands given to or made pursuant hereto shall, except as otherwise specified herein, be in writing
and be personally delivered or mailed via overnight courier, with written confirmation of receipt, to the Company at its registered principal
office or to the Executive at the address reflected in the Company’s employment records as Executive’s address. Either party
may, by notice hereunder, designate a changed address. All notices and other communications given to any party hereto in accordance with
the provisions of this Agreement will be deemed to have been given on the date of delivery if personally delivered or on the business
day after the date when sent if sent by overnight courier, in each case addressed to such party as provided in this Section 8.4 or in
accordance with the latest unrevoked direction from such party.
8.5
Captions; Construction. The various headings or captions in this Agreement are for convenience only and shall not affect the meaning
or interpretation of this Agreement. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law,
such provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision
or the remaining provisions of this Agreement.
8.6
Governing Law. The validity, interpretation, construction, performance, enforcement and remedies of or relating to this Agreement,
and the rights and obligations of the parties hereunder, shall be governed by the substantive laws of the State of Minnesota (without
regard to the conflict of laws, rules or statutes of any jurisdiction), and any and every legal proceeding arising out of or in connection
with this Agreement shall be brought in the appropriate courts of the State of Minnesota, each of the parties hereby consenting to the
exclusive jurisdiction of said courts for this purpose.
8.7
Waivers. No failure on the part of either party to exercise, and no delay in exercising, any right or remedy hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise or any right or remedy hereunder preclude any other or further exercise
thereof or the exercise of any other right or remedy granted hereby or by any related document or by law.
8.8
Section 409A. It is the parties’ intention that any severance payment under Section 4.2(c) of this Agreement will be
exempt from the requirements of Section 409A of the Internal Revenue Code, and guidance issued thereunder (“Section 409A”)
as a short term deferral under Treas. Reg. Sec. 1.409A-1(b)(4) and this Agreement shall be construed and administered in a manner consistent
with such intent. Payments on account of a termination of employment may only be made upon a “separation from service” as
defined under Section 409A. To the extent the payments under this Agreement are subject to Section 409A, the Agreement shall be interpreted
and administered in a manner that complies with Section 409A. If at the time of the Executive’s termination of employment Executive
is a “specified” employee under Section 409A, then any payment or payments of deferred compensation subject to Section 409A
that are payable on account of such termination shall not be made or commenced until the first day following the earlier of (a) the expiration
of the six (6)-month period measured from the date of the “separation from service”, or (b) the date of Executive’s
death.
8.9
Entire Agreement, Modification. This Agreement constitutes the entire agreement and understanding between the parties hereto in reference
to all the matters herein agreed upon. This Agreement replaces in full all prior employment agreements, consulting agreements or understandings
of the parties hereto, and any and all such prior agreements or understandings are hereby rescinded by mutual agreement. This Agreement
may not be modified or amended except by a written instrument signed by the parties hereto.
8.10
Execution in Counterparts. This Agreement may be executed by each party in separate counterparts and by facsimile or PDF signatures,
and each such duly executed counterpart shall be of the same validity, force and effect as the original.
8.11
Survival. The parties expressly acknowledge and agree that the provisions of this Agreement which by their express or implied terms
extend beyond the termination of Executive’s employment hereunder (including, without limitation, the provisions of Sections 3.3,
3.4, and 4.2 or beyond the termination of this Agreement (including, without limitation, the provisions of Article V, Article VI and
Article VII) shall continue in full force and effect notwithstanding Executive’s termination of employment hereunder or the termination
of this Agreement, respectively.
[Remainder
of Page Intentionally Left Blank]
IN
WITNESS WHEREOF, the parties hereto have caused this Executive Employment Agreement to be duly executed and delivered as of the date
first above written.
EXECUTIVE
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PETVIVO HOLDINGS, INC. |
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By: |
/s/
Randall Meyer |
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By: |
/s/
Robert J. Folkes |
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Randall
Meyer |
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Robert
J. Folkes, Chief Financial Officer |
Exhibit
10.3
FIRST
AMENDMENT TO
EXECUTIVE
EMPLOYMENT AGREEMENT
THIS
FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”) is effective as of November 1, 2022, by and between
PetVivo Holdings, Inc., a Nevada corporation (the “Company”) and Randall Meyer (the “Executive”
and together with the Company, each a “Party,” and collectively the “Parties.”)
RECITALS
WHEREAS,
the Parties entered into that certain Executive Employment Agreement dated as of November 10, 2021 (as the same now exists or may hereafter
be amended, modified, supplemented, renewed, restated, or replaced, the “Employment Agreement”); and
WHEREAS,
pursuant to Section 3.1 of the Employment Agreement, the Compensation Committee of the Board of Directors of the Company conducted its
annual performance and compensation review of the Executive and approved an increase to Executive’s Base Salary.
WHEREAS,
the Parties desire to modify the Employment Agreement to reflect the salary increase as set forth herein.
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 such that the Executive’s Base
Salary is increased from $220,000 to $270,000.
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]
IN
WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
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EXECUTIVE: |
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By: |
/s/
Randall Meyer |
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Randall
Meyer |
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PETVIVO
HOLDINGS, INC. |
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By: |
/s/
Robert J. Folkes |
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Robert
J. Folkes, |
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Chief
Financial Officer |
Exhibit
10.10
lease
agreement
TABLE
OF CONTENTS
ARTICLE
1 GRANTING CLAUSE |
3 |
|
|
ARTICLE
2 ACCEPTANCE OF PREMISES AND TENANT IMPROVEMENT ALLOWANCE |
3 |
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ARTICLE
3 USE |
4 |
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ARTICLE
4 RENT |
5 |
|
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ARTICLE
5 SECURITY DEPOSIT |
9 |
|
|
ARTICLE
6 LATE CHARGE AND INTEREST |
9 |
|
|
ARTICLE
7 UTILITIES |
9 |
|
|
ARTICLE
8 REPAIRS AND MAINTENANCE |
10 |
|
|
ARTICLE
9 ALTERATIONS |
12 |
|
|
ARTICLE
10 INSURANCE |
12 |
|
|
ARTICLE
11 ASSIGNMENT AND SUBLETTING BY TENANT |
13 |
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|
ARTICLE
12 DEFAULT |
15 |
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|
ARTICLE
13 LIMITATION OF LIABILITY AND DEFAULT OF LANDLORD |
16 |
|
|
ARTICLE
14 DAMAGE AND DESTRUCTION |
16 |
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ARTICLE
15 CONDEMNATION |
17 |
|
|
ARTICLE
16 INSPECTION |
18 |
|
|
ARTICLE
17 RESERVED |
18 |
|
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ARTICLE
18 LIENS |
18 |
|
|
ARTICLE
19 SUBORDINATION |
18 |
ARTICLE
20 ESTOPPEL CERTIFICATES |
19 |
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ARTICLE
21 QUIET ENJOYMENT |
19 |
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ARTICLE
22 SURRENDER/HOLDOVER |
19 |
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ARTICLE
23 HOLD HARMLESS AND INDEMNIFICATION |
20 |
|
|
ARTICLE
24 SIGNS |
21 |
ARTICLE
25 PARKING |
21 |
|
|
ARTICLE
26 POLICIES AND REGULATIONS |
21 |
|
|
ARTICLE
27 RESERVED |
22 |
|
|
ARTICLE
28 HAZARDOUS MATERIALS |
22 |
|
|
ARTICLE
29 SECURITY SERVICE/ALARMS |
23 |
|
|
ARTICLE
30 BROKERAGE |
23 |
|
|
ARTICLE
31 NOTICES |
23 |
|
|
ARTICLE
32 FORCE MAJEURE |
24 |
|
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ARTICLE
33 PATRIOT ACT COMPLIANCE |
24 |
|
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ARTICLE
34 SHARED DOCK AREA |
25 |
|
|
ARTICLE
35 OPTION TO RENEW |
25 |
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ARTICLE
36 MISCELLANEOUS |
26 |
|
|
ARTICLE
37 RIGHT OF FIRST OFFER |
28 |
This
Lease Agreement (“Lease”) dated as of this 10th day of January, 2023, by and between DEWEY AL L.L.C.,
a Minnesota limited liability company, and DEWEY MS L.L.C., a Minnesota limited liability company, as tenants in common (collectively,
“Landlord”), and PETVIVO HOLDINGS, INC., a Nevada corporation (“Tenant”).
WHEREAS,
in consideration of the Rent hereinafter defined, and the covenants contained herein, Landlord and Tenant hereby agree as follows:
ARTICLE
1
GRANTING CLAUSE
In
consideration of the obligation of Tenant to pay Rent, as herein provided, and in consideration of and subject to the terms, covenants
and conditions hereof, Landlord leases to Tenant and Tenant takes from Landlord, that certain space depicted on Exhibit A-1 attached
hereto and incorporated herein by reference consisting of approximately 3,794 rentable square feet office plus 9,348 rentable square
feet of warehouse, and 931 rentable square feet of shared dock area, totaling 14,073 rentable square feet (the “Premises”),
commonly known as Suite D in that certain building having an address of 5555 West 78th Street, Edina, Minnesota and consisting
of 73,399 rentable square feet (the “Building”) on that certain land legally described on Exhibit A-2 attached hereto and
incorporated herein by reference (the “Property”), to have and to hold for a period of 123 months (10 years, 3 months) commencing
April 1, 2023 (the “Commencement Date”) and expiring June 30, 2033 (the “Lease Term”). Promptly after
the Commencement Date, Landlord and Tenant shall execute a written statement confirming the Commencement Date and Lease Term (the “Lease
Confirmation Certificate”), but the enforceability of this Lease shall not be affected should either party fail or refuse to execute
such Lease Confirmation Certificate. Tenant shall also have the non-exclusive right to use in common with other parties those areas of
the Property including the parking areas, grounds, common restrooms, corridors, doorways and entrances (collectively, the “Common
Areas”). Notwithstanding the foregoing provisions to the contrary, the Commencement Date set forth above is subject to Tenant having
access to the Premises for the purpose of completing the Tenant Improvements (as defined below) to the office portion of the Premises
by not later than February 1, 2023, and to the remainder of the Premises by not later than March 1, 2023. Should Tenant’s access
be delayed past the dates set forth in the foregoing sentence and if Tenant is unable to complete the Tenant Improvements by April 1,
2023, then the Commencement Date shall be extended on a day for day basis equal to the number of days after the applicable date on which
access to the applicable portion of the Premises was provided, or to the date that Tenant commences normal business operations at the
Premises, whichever is earlier. Tenant shall have the right to access the Premises prior to the Commencement Date for the sole purpose
of completing the Tenant Improvements; such access shall be without payment of Rent, but otherwise subject to the terms and conditions
of this Lease. Upon completion of final plans for the Premises and determination of the respective actual rentable areas of the office
and warehouse portions of the Premises, Landlord and Tenant shall confirm in writing such actual areas, provided that in no event shall
such determination be deemed to increase or decrease the total rentable area of the Premises above 14,073 rentable square feet or to
increase or decrease the Rent payable under this Lease.
ARTICLE
2
ACCEPTANCE OF PREMISES AND TENANT IMPROVEMENT ALLOWANCE
(a)
Tenant accepts the Premises in its current “AS-IS,” “WHERE-IS” and “WITH ALL FAULTS” condition subject
to Landlord’s obligations under Article 2 (b) of this Lease and subject to Tenant’s inspection prior to taking possession
of the Premises . Landlord has made no representation or warranty as to the suitability of the Premises for the conduct of Tenant’s
business or that the Premises is in compliance with Legal Requirements that may be applicable to Tenant’s use and occupancy, and
Tenant waives any implied warranty that the Premises is suitable for Tenant’s intended purposes. Except as otherwise expressly
provided in this Lease, in no event shall Landlord have any obligation to cure, or liability for, any defects in the Premises or any
limitation on its use. The taking of possession of the Premises shall be conclusive evidence that Tenant accepts the Premises as provided
herein.
(b)
An initial rendering of Tenant’s proposed improvements to the Premises is attached hereto as Exhibit B and by this reference incorporated
herein (the “Initial Plans”). The Initial Plans have been approved by each of Landlord and Tenant. The parties acknowledge
that the Initial Plans are to modify the Premises to accommodate Tenant’s intended use. Tenant shall promptly provide any more
detailed plans promptly after receipt of the same. Landlord shall be responsible for constructing the portion of the improvements described
in Exhibit B-2 as being performed by Landlord (hereafter called “Landlord Work”) for and on behalf of Tenant. Tenant shall
be responsible for constructing and paying for all other improvements shown on the Initial Plans, including the improvements described
in Exhibit B-2 as being performed by Tenant (“Tenant Work”). Landlord and Tenant agree that the Landlord will provide a Tenant
Improvement Allowance of $10 per square foot or $37,940, plus $25,000 for office and warehouse modifications. The allowance may be used
for architectural fees, SAC & WAC charges, if any, signage, up to twenty (20) keys in addition to standard Premises locks and keys
provided by Landlord, and Tenant Work. The allowance may not be used for any Furniture, Fixtures and Equipment. The Tenant Improvement
Allowance shall be paid to Tenant within thirty (30) days after (i)Tenant completes the Tenant Work and requests such payment and (ii)
Tenant provides Landlord with properly executed lien waivers from each of the contractors and subcontractors performing work on the Premises.
All such work performed by Tenant and its contractors shall be done in a good and workmanlike manner using quality materials and shall
comply with all applicable governmental laws, ordinances, rules, and regulations. Tenant agrees to indemnify and hold Landlord free and
harmless from any liability, loss, cost, damage or expense (including attorney’s fees) by reason of any of such Alterations. Prior
to commencing any of the Tenant Work, Tenant shall provide to Landlord a full set of any architectural and engineering plans obtained
by Tenant for the work to be performed, a sworn construction statement for Tenant’s general contractor detaining the categories
of the work to be completed, the contractor or subcontractor who will provide such work and an itemization of the cost of the work. If,
within forty-five (45) days after the last to occur of completion of the Tenant Work and submission of a request for payment and properly
executed lien waivers as described above, Landlord has not remitted to payment of the Tenant Improvement Allowance (or such lesser portion
thereof for which Tenant has provided the required documentation as described above), Tenant may withhold payments of Base Rent and Additional
Rent otherwise accruing under this Lease in an amount equal to the amount of the Tenant Improvement Allowance for which Tenant has provided
a written request in compliance with the provisions above.
ARTICLE
3
USE
(a)
During the Lease Term and subject to applicable Legal Requirements, Tenant shall be entitled to access the Premises 24 hours per day,
seven days per week, 365 days per year, subject to Force Majeure events. The Premises shall be used only for office, warehouse, clean
room (production and testing), and quality control (the “Permitted Use”) and shall not be used for any other purpose. Landlord,
in Landlord’s sole and absolute discretion, shall have the right to deny its consent to any change in the Permitted Use. Tenant
shall not conduct or give notice of any auction, liquidation or going out of business sale on the Premises. Tenant will use the Premises
in a careful, safe and proper manner and will not subject the Premises to use that would damage the Premises, reasonable wear and tear
excepted. Tenant shall not permit any objectionable or unpleasant odors, smoke, dust, gas, noise, vibrations, rodents, insects or pests
to emanate from the Premises, nor take any other action which would constitute a nuisance or which would disturb, endanger or unreasonably
interfere with any other tenants of the Building or Property.
(b)
Overnight parking, outside storage, including, without limitation, storage of trucks and other vehicles (other than normal parking by
Tenant’s employees and invitees), are prohibited without Landlord’s prior written consent.
(c)
Tenant shall obtain, at Tenant’s sole cost and expense, any and all licenses and permits necessary for Tenant’s use of the
Premises. Tenant shall use and occupy the Premises in compliance with all existing and future Legal Requirements (hereinafter defined)
applicable to the Premises, as well as all requirements of Landlord’s insurance carrier and lender, if any. If any Legal Requirements
shall, by reason of the nature of Tenant’s particular use or occupancy of the Premises (a “Tenant-Related Reason”),
impose any duty upon Tenant or Landlord with respect to: (i) modification or other maintenance of the Premises or the Property or (ii)
the use, alteration or occupancy thereof, Tenant shall comply with such Legal Requirements at Tenant’s sole cost and expense. The
term “Legal Requirements” shall mean all of the following: covenants and restrictions, laws, statutes, building and zoning
codes, judgments, ordinances, governmental orders, conditions of approval, permits, licenses, rules, and regulations (including, but
not limited to, Title III of the Americans With Disabilities Act of 1990), as the same may be amended and supplemented from time to time,
including, without limitation, all legal requirements that pertain to the Property. Subject to Tenant’s obligations hereunder,
Landlord agrees to maintain the Property in compliance with all applicable Legal Requirements as required by the applicable governing
authority. Notwithstanding anything to the contrary contained in this Lease, Tenant shall not be required to make, or reimburse Landlord
for, any capital expenditures to comply with Legal Requirements unless the same are necessitated due to Tenant’s particular use
of the Premises or are otherwise reimbursable to Landlord pursuant to the express terms of this Lease, and provided further that Tenant
shall be responsible for the cost of any improvements to the Premises to the extent required to be made due to any changes to Title III
of the Americans With Disabilities Act of 1990 enacted after the date of this Lease, but if such improvement is of a nature that it would
be required of any commercial use of the Premises (as opposed to being required due to Tenant’s particular use of the Premises),
then Tenant shall only be responsible for the portion of the cost of such improvement, amortized over the useful life of the improvement,
accruing during the remaining term of this Lease).
ARTICLE
4
RENT
Tenant
shall pay Base Rent and Additional Rent (hereinafter defined) (collectively referred to as “Rent”) during the Lease
Term, in advance, on the first day of each calendar month, or as otherwise set forth in this Lease, without notice, demand, setoff or
deduction. In the event any Rent is due for a partial calendar month or year, the Rent shall be prorated to reflect that portion of the
Lease Term within such month or year. The obligation to pay accrued but unpaid Rent shall survive the expiration or earlier termination
of the Lease. The obligation of Tenant to pay Rent and other sums to Landlord and the obligations of Landlord under this Lease are independent
obligations. The first full monthly installment of Base Rent shall be payable upon Tenant’s execution of this Lease.
(a)
Base Rent. Tenant shall pay to Landlord, as Base Rent, the amounts identified below. (THE BASE RENT MONTHLY AND PERIOD CHARGES
SEEM TO BE INCORRECT. SEE TABLE FROM PREVIOUS VERSION)
Dates | |
Price per sq ft | |
Monthly | |
Period |
4.1.23-6.30.23 | |
| ABATED | | |
| ABATED | | |
| 0.00 | |
7.1.23-3.31.24 | |
$ | 7.18 | | |
$ | 8,420.35 | | |
$ | 75,783.11 | |
4.1.24-3.31.25 | |
$ | 7.36 | | |
$ | 8,631.44 | | |
$ | 103,577.28 | |
4.1.25-3.31.26 | |
$ | 7.54 | | |
$ | 8,842.54 | | |
$ | 106,110.42 | |
4.1.26-3.31.27 | |
$ | 7.73 | | |
$ | 9,065.36 | | |
$ | 108,784.29 | |
4.1.27-3.31.28 | |
$ | 7.93 | | |
$ | 9,299.91 | | |
$ | 111,598.89 | |
4.1.28-3.31.29 | |
$ | 8.12 | | |
$ | 9,522.73 | | |
$ | 114,272.76 | |
4.1.29-3.31.30 | |
$ | 8.33 | | |
$ | 9,769.01 | | |
$ | 117,228.09 | |
4.1.30-3.31.31 | |
$ | 8.54 | | |
$ | 10,015.29 | | |
$ | 120,183.42 | |
4.1.31-3.31.32 | |
$ | 8.75 | | |
$ | 10,261.56 | | |
$ | 123,138.75 | |
4.1.32-3.31.33 | |
$ | 8.97 | | |
$ | 10,519.57 | | |
$ | 126,234.81 | |
4.1.33-6.30.33 | |
$ | 9.19 | | |
$ | 10,577.57 | | |
$ | 32,332.72 | |
(b)
Additional Rent. “Additional Rent” shall be Tenant’s share of Building Operating Expenses, Taxes, and any other
amounts due and payable under the terms and conditions of this Lease. Tenant’s proportionate share is estimated to be 19.1733%
of total building square footage. During each full or partial calendar year during the Term of this Lease, Tenant shall pay to Landlord,
as Additional Rental, an amount equal to the Real Estate Taxes and Building Operating Expenses (both as hereafter defined) per square
foot of rentable area in the Building multiplied by the number of square feet of rentable area in the Premises prorated for the period
that Tenant occupied the Premises. In the event that during all or any portion of any calendar year,
the Building is not fully rented and occupied Landlord may make any appropriate adjustment
in occupancy-related Building Operating Expenses (which for the purposes of this Lease shall be limited to management fees and utilities)
for such year for the purpose of avoiding distortion of the amount of such Building Operating Expenses to be attributed to Tenant by
reason of variation in total occupancy of the Building, by determining on a commercially reasonable basis the Building Operating Expenses
that would have been paid or incurred by Landlord had the Building been ninety-five percent (95%) rented and occupied, and the amount
so determined shall be deemed to have been Building Operating Expenses for such year
(i)
Landlord shall, each year during the Term of this Lease, give Tenant an estimate of Building Operating Expenses and Real Estate Taxes
payable per square foot of rentable area for the coming calendar year. Tenant shall pay, as Additional Rental, along with its monthly
Base Rent payments required hereunder, one-twelfth (1/12) of such estimated Building Operating Expenses and Real Estate Taxes and such
Additional Rental shall be payable until subsequently adjusted for the following year pursuant to this Article. The 2022 estimated Operating
Expense (CAM) expense is $2.38 and the estimated Real Estate Taxes are $2.94.
(ii)
As soon as possible after the expiration of each calendar year, Landlord shall determine and certify to Tenant the actual Building Operating
Expenses and Real Estate Taxes for the previous year per square foot of rentable area in the Building and the amount applicable to the
Premises. If such statement shows that Tenant’s share of Building Operating Expenses and Real Estate Taxes exceeds Tenant’s
estimated monthly payments for the previous calendar year, then Tenant shall, within thirty (30) days after receiving Landlord’s
certification, pay such deficiency to Landlord. In the event of an overpayment by Tenant, such overpayment shall be refunded to Tenant,
at the time of certification, in the form of an adjustment in the Additional Rental next coming due, or if at the end of the Term by
a refund.
(iii)
For the purposes of this Article, the term “Real Estate Taxes” means the total of all taxes, fees, charges and assessments,
general and special, ordinary and extraordinary, foreseen or unforeseen, which become due or payable against or upon the Building, the
parcel(s) of land upon which it is located or Landlord. All costs and expenses incurred by Landlord during negotiations for or contests
of the amount of Real Estate Taxes shall be included within the term “Real Estate Taxes.” For purposes of this Article, the
term “Building Operating Expenses” shall be deemed to mean all costs and expenses directly related to the Building incurred
by Landlord in the repair, operation, management and maintenance of the Building including interior and exterior and Common Area maintenance,
management fees, cleaning expenses, energy expenses, insurance premiums, and the amortization of capital improvements made to reduce
operating costs or necessary or due to governmental requirements or requirements of the insurer under any insurance policy carried on
the Building by Landlord, in each case only to the extent that such requirements are imposed after the date of this Lease, maintenance
and service charges for services provided by Landlord or its affiliate, all as determined on a commercially reasonable basis by Landlord.
(iv)
Notwithstanding anything to the contrary contained in this Lease, Building Operating Expenses and Real Estate Taxes shall not include:
the cost of capital improvements, unless such capital improvements are necessary to reduce operating costs or are necessary or due to
governmental requirements or requirements of the insurer under any insurance policy carried on the Building by Landlord, in each case
only to the extent that such requirements are imposed after the date of this Lease (in which case, the portion of the cost of any such
improvement, amortized over the useful life thereof, incurred in any applicable year during the term of this Lease, shall constitute
an Operating Expense for which Tenant shall be responsible for its proportionate share); depreciation; principal payments of mortgage
and other non-operating debts of Landlord; the cost of repairs or other work to the extent Landlord is reimbursed by insurance or condemnation
proceeds; costs in connection with marketing and leasing space in the Building, including brokerage commissions; lease concessions, rental
abatements and construction allowances granted to specific tenants; costs incurred in connection with the sale, financing or refinancing
of the Property; fines, interest and penalties incurred due to the late payment of Building Operating Expenses or Real Estate Taxes;
organizational expenses associated with the creation and operation of the entity which constitutes Landlord; any penalties or damages
that Landlord pays to Tenant under the Lease or to other tenants in the Building under their respective leases; overhead and profit increment
paid to subsidiaries or other affiliates of Landlord for services (including management services and the fees paid in connection therewith)
on or to the Building or Property to the extent only that the costs of such services exceed the competitive cost for such services rendered
by persons or entities of similar skill, competence and experience; or property management fees in excess of 3% of Base Rents and Additional
Rents for the Building; any federal or state tax imposed on or measured by the income of Landlord from the operation of the Building
or Property; any capital levy, franchise, capital stock, gift, estate or inheritance tax; any personal property taxes of Landlord or
other tenants (other than taxes levied for property that is owned by Landlord and used exclusively in connection with the operation,
maintenance and repair of the Building); all expenses for which Landlord has received reimbursements from other tenants at the Building
or for which Landlord will be reimbursed from another source; costs of alterations or improvements of the leased premises of any other
tenant in the Building; the cost of correcting defects in the original construction of the Building; costs, including, without limitation,
penalties or fines imposed upon Landlord or any portion of the Building due to violation of any Laws or failure to timely pay obligations
by Landlord or any other tenant or occupant; bad debt loss or rent loss; expenses for repairs occasioned by casualty loss to the extent
such expense was required to be covered by insurance required to be maintained by Landlord under this Lease; expenses and costs associated
with services provided to any tenant of the Building with separate charge, to the extent not provided to Tenant or for which Tenant is
separately charged; costs for electricity or other utility services for which any tenant directly contracts with the local public service
company, or which are otherwise charged directly to individual tenants (including Tenant) and costs of other services charged directly
to individual tenants (including Tenant); labor and employee benefit costs for employees above the grade of property manager; rentals
for equipment ordinarily considered to be of a capital nature; charges for services or materials provided by affiliates of Landlord to
the extent in excess of customary charges for the same by landlords of similar buildings in the suburban Minneapolis market; dues paid
to trade associations and similar expenses if there is no direct benefit to the tenants of the Building; the cost of removing hazardous
substances in order to comply with legal requirements unless such hazardous substances were brought to the Property by Tenant or generated
by Tenant; Landlord’s general corporate overhead and general administrative expenses not related to the operation of the Building;
the cost of any political or charitable donations; the cost of purchasing, installing and replacing art work in the Building; increases
in premiums for insurance carried by Landlord pursuant to this Lease, which increase is caused by use of the Building or Property by
Landlord or any other tenant of Landlord which is hazardous on account of fire or otherwise or premiums for any insurance carried by
Landlord which is not customarily carried by other reasonably prudent landlords in comparable office building in the suburban Minneapolis
market; repair costs or penalties resulting from the gross negligence of Landlord, its agents, employees, contractors and/or other parties
within the reasonable control of Landlord; to the extent any costs includable in Building Operating Expenses are incurred with respect
to both the Building or Property and other properties (including, without limitation, salaries, fringe benefits and other compensation
of Landlord’s personnel who provide such services to both the Building or Property and other properties), there shall be excluded
from Building Operating Expenses a fair and reasonable percentage thereof which is properly allocable to such other properties; the cost
of any separate electrical meter Landlord may provide to any of the tenants in the Building; costs relating to withdrawal liability or
unfunded pension liability under the Multi-Employer Pension Plan act or similar law; rent on any ground lease; and duplications of charges
otherwise expressly provided to be paid by Tenant under this Lease. Further, in no event shall Landlord be entitled to a reimbursement
for Building Operating Expenses in excess of 100% of the costs actually paid or incurred by Landlord in any applicable calendar year.
(v)
Landlord may at any time designate a fiscal year in lieu of a calendar year and in such event, at the time of such a change, there may
be a billing for the fiscal year, which is less than 12 calendar months.
(vi)
Landlord reserves, and Tenant hereby assigns to Landlord, the sole and exclusive right to contest, protest, petition for review, or otherwise
seek a reduction in the Real Estate Taxes.
(vii)
Tenant shall have the right from time to time (but not more than once in any 12 month period) to examine books and records relating to
Building Operating Expenses and Real Estate Taxes for a period of four (4) months following Tenant’s receipt of Landlord’s
annual certification thereof as described in subsection (ii) above. Such examinations shall be performed at Landlord’s offices
during normal business hours and on reasonable prior written notice to Landlord. Such examinations shall be performed by direct employees
of Tenant and/or certified public accountant. In the event said examination discloses an overpayment by Tenant, Landlord shall credit
Tenant’s account in the amount of any overpayment disclosed. In the event Tenant’s examination reveals that the payment of
Tenant’s Pro Rata Share of Building Operating Expenses or Real Estate Taxes was understated, Tenant shall pay such understated
amount to Landlord as Additional Rent within thirty (30) days of the audit and shall pay for the cost of the audit. For the purposes
of this Article 4, normal business hours shall be deemed to mean the period of time between 8:00 a.m. and 5:00 p.m., Monday through Friday,
and specifically excluding Saturdays, Sundays and legal holidays.
(viii)
The terms and provisions of this Paragraph 4 shall survive the expiration or earlier termination of this Lease.
ARTICLE
5
SECURITY DEPOSIT
Upon
the execution hereof, Tenant agrees to pay Landlord the sum of $ 14,660.00 (the “Security Deposit”) to guarantee the payment
of Base Rent and Additional Rent and the performance by Tenant of all the terms of this Lease. Such amount held as a Security Deposit
shall bear no interest. Upon the occurrence of any default hereunder by Tenant, Landlord may use said Security Deposit to the extent
necessary to cure such default, whether rent or otherwise. Any remaining balance of said Security Deposit shall be returned to Tenant
upon compliance with the terms hereof and within forty-five (45) days after acceptance of the vacated Premises by Landlord in accordance
with this Lease. Tenant understands that its potential liability under this Lease is not limited to the amount of the Security Deposit.
Use of such Security Deposit by Landlord shall not constitute a waiver but is in addition to other remedies available to Landlord under
this Lease and under law. Upon the use of all or any part of the Security Deposit to cure any default of Tenant, Tenant shall forthwith
deposit with Landlord the amount of Security Deposit so used within 10 days after the date of Landlord’s written notice. Tenant
will not be entitled to any interest on the Security Deposit, unless required by law.
ARTICLE
6
LATE CHARGE AND INTEREST
Tenant
acknowledges and agrees that in the event any monthly installment of Rent is not paid by the fifth (5th) day of the month
when due, Tenant shall be assessed a one-time late charge equal to ten percent (10%) of such delinquent sum. The provision for such late
charge shall be in addition to all of Landlord’s other rights and remedies hereunder or at law and shall not be construed as a
penalty.
ARTICLE
7
UTILITIES
(a)
Landlord agrees to furnish sewer and water services. Gas and electrical services to the Premises are separately metered and payment for
such services shall be made by Tenant directly to the provider thereof. Any upgrade or modification to utility services required by Tenant
during the term of this Lease shall be made at Tenant’s expense.
(b)
No temporary interruption or failure of such services incidental to the making of repairs, alterations or improvements, or due to accidents,
strike, conditions, or events not under Landlord’s control, shall be deemed as an eviction of the Tenant or relieve the Tenant
from any of the Tenant’s obligations hereunder, provided that if any utility interruption is within Landlord’s control and
is not caused by the act or omission of Tenant, if such interruption continues for more than five (5) consecutive business days, Rent
shall abate from the sixth (6th) business day of such interruption until such service is restored.
(c)
Reserved.
(d)
Tenant shall pay when due all charges for such services furnished to the Premises during the Term or any renewal or extension thereof.
(e)
Tenant shall remove the trash from its premises or provide its own dumpster for trash and recycling and store the dumpster outside in
the dock area of the Building at all times, in an area designated by Landlord, and Tenant shall be responsible for the removal of such
trash. Tenant shall not leave or store any materials or trash on the grounds or Parking Area and shall not litter the grounds or Parking
Area. If Landlord makes a trash room or area available to Tenant in the Building, Tenant shall dispose of its trash in said room or area
if so requested by Landlord.
ARTICLE
8
REPAIRS AND MAINTENANCE
(a)
Landlord, subject to inclusion in Building Operating Expenses, shall maintain and repair in good condition, and replace, if necessary,
the structural elements of the Building (including, without limitation, structural portions of the roof, foundation and exterior walls
of the Building), excluding reasonable wear and tear, uninsured losses and damages caused by Tenant and/or Tenant Parties (hereinafter
defined). For purposes of this Paragraph, the term “exterior walls” shall not include windows, plate glass, office doors,
dock doors, dock bumpers, office entries or any exterior improvement made by Tenant. Any structural repair or replacement to any part
of the Property resulting from damage caused by Tenant and/or Tenant Parties shall be performed by Landlord, at Tenant’s sole cost
and expense, which shall be payable upon demand.
(b)
In addition to Landlord’s obligations as set forth above, Landlord shall also maintain in good repair and condition the Common
Areas, and provide for pest control, snow and ice removal on or about the Property, except Tenant is responsible for all areas leading
to parking areas from the building which includes all entrances, steps, sidewalks and ramps between snow removal occurrences. All costs
incurred by Landlord in connection with the obligations in the preceding sentence shall be included in Building Operating Expenses and
paid by Tenant in accordance with Paragraph 4 above. Notwithstanding anything contained herein to the contrary, Tenant shall be responsible
for maintaining in good condition and repair all vestibules and doorway entrances. Landlord shall not be responsible for janitorial service
to the Premises, vestibules or restrooms.
(c)
Tenant, at Tenant’s sole cost and expense, shall, at all times during the Lease Term and in accordance with all applicable Legal
Requirements, maintain, service, repair and replace, if necessary, and keep in good condition and repair all portions of the Premises
which are not expressly the responsibility of Landlord under this Lease (excluding reasonable wear and tear and casualty), including,
but not limited to, fixtures, equipment and appurtenances thereto, any windows, plate glass, office doors, dock doors and ancillary equipment,
office entries, interior walls and finish work, floors and floor coverings, water heaters, electrical systems and fixtures, dock bumpers,
dock levelers, trailer lights and fans, shelters/seals and restraints, branch plumbing and fixtures up to points of common connection
and pest extermination. Tenant further agrees not to obstruct entries, halls, stairways or other Common Areas nor use the same for anything
other than their intended purpose, to provide and use carpet protector mats in all locations within the office areas where chairs with
casters are used and that the use of the Premises, Parking Area and the Common Areas shall be subject to such reasonable policies and
regulations as may be promulgated by Landlord for the comfort and convenience of the owners, occupants and visitors of the Building.
Notwithstanding anything to the contrary contained in this Lease, Tenant shall not be required to make, or reimburse Landlord for, any
capital improvements to comply with Legal Requirements unless the same are necessitated due to Tenant’s particular use of the Premises
or are otherwise reimbursable to Landlord pursuant to the express terms of this Lease, and provided further that Tenant shall be responsible
for the cost of any improvements to the Premises to the extent required to be made due to any changes to Title III of the Americans With
Disabilities Act of 1990 enacted after the date of this Lease, but if such improvement is of a nature that it would be required of any
commercial use of the Premises (as opposed to being required due to Tenant’s particular use of the Premises), then Tenant shall
only be responsible for the portion of the cost of such improvement, amortized over the useful life of the improvement, accruing during
the remaining term of this Lease).
(d)
Tenant shall bear the full cost (other than for available insurance proceeds, if any) of any non-structural repair or non-structural
replacement to any part of the Property resulting from damage caused by Tenant and/or Tenant Parties, which such repair or replacement
shall be performed by Landlord at Tenant’s sole cost and expense (other than for available insurance proceeds, if any), which shall
be paid within thirty (30) days after demand.
(e)
Tenant shall perform all repairs and maintenance by a contractor approved by Landlord, in a good and workmanlike manner, using new materials
of the same character, kind and quality as originally employed in, on or about the Property; and all such repairs and maintenance shall
be in compliance with all applicable Legal Requirements, as well as all requirements of Landlord’s insurance carrier and lender,
if any. In the event Tenant fails to properly perform any such repairs or maintenance within a reasonable period of time, Landlord, after
thirty (30) days’ prior written notice to Tenant except in case of emergency, shall have the option to perform such repairs on
behalf of Tenant, in which event Tenant shall reimburse Landlord, as Additional Rent, the costs thereof within thirty (30) days after
receipt of Landlord’s invoice for same.
(f)
Tenant shall, at its own expense and in accordance with the requirements of Article 9 below, install, maintain and repair a rooftop heating,
ventilation, and air conditioning (HVAC) unit and related ductwork and equipment that serves any clean rooms maintained by Tenant at
the Premises (the “New HVAC Unit”), as well as an emergency back-up power source (the “Back-up Power Source”).
Landlord shall have no obligation to maintain a regularly scheduled preventive maintenance/service contract (“Preventative Maintenance
Agreement”) for servicing the New HVAC Unit and shall not be responsible for any maintenance, repairs or replacement of such unit.
(g)
Landlord, on behalf of Tenant, at Tenant’s sole cost and expense, may enter into a Preventative Maintenance Agreement for servicing
the five (5) ton HVAC unit to be relocated by Tenant at its expense over the warehouse area of the Premises in accordance with Exhibit
B-2 (the “Relocated HVAC Unit”) as well as any other HVAC units exclusively serving the Premises (other than the New HVAC
Unit), Such Preventative Maintenance Agreement entered into by Landlord may include, without limitation, all services suggested or recommended
by the equipment manufacturer in the operation and maintenance of such system. Landlord shall perform all repairs and maintenance necessary
for the Relocated HVAC Unit as well as any other HVAC units serving the Premises (other than the New HVAC Unit). Tenant shall reimburse
Landlord, as an Operating Expense, Tenant’s proportionate share of all of Landlord’s costs in connection with the Preventative
Maintenance Agreement, which amount shall be considered Additional Rent hereunder. Tenant shall reimburse Landlord directly for Landlord’s
actual costs of repair and maintenance of the Relocated HVAC Unit as well as other HVAC units exclusively serving the Premises (other
than the New HVAC Unit). Tenant will pay the cost of utilities for all heating, air conditioning and ventilation service provided to
the Premises. Landlord shall replace, as necessary, any HVAC units exclusively serving the Premises (other than the New HVAC Unit), provided
that in connection with any necessary replacement of such HVAC unit during the Term, Tenant will only be charged for the actual costs
in monthly installments amortized over the useful economic life of such unit, together with interest at 5% per annum during each calendar
year or portion thereof remaining in the Term. Notwithstanding anything to the contrary contained in this Lease, with respect to the
Relocated HVAC Unit, for the first one (1) year following the Commencement Date, in no event shall Tenant be responsible for repair or
other charges with respect to the same in excess of One Thousand and 00/100 Dollars ($1,000.00) except to the extent that any repair
charges result from damage caused by Tenant, its agents or contractors in relocating and reinstalling said unit.
ARTICLE
9
ALTERATIONS
Tenant
will not make any alterations, repairs, additions or improvements in or to the Premises (the foregoing being the “Alterations”)
or add, disturb or in any way change any plumbing, wiring, life/safety or mechanical systems, locks, or structural portions of the Building
without the prior written consent of the Landlord as to the character of the Alterations, the manner of doing the Alterations, and the
contractor(s) doing the Alterations. Such consent shall not be unreasonably withheld, conditioned or delayed so long as such Alterations
do not materially affect the Building structure, roof or mechanical, plumbing, electrical or HVAC systems. As a condition to Landlord’s
consent to Alterations proposed by Tenant, the anticipated cost of which exceeds $50,000.00, Landlord may impose such conditions with
respect thereto as Landlord deems appropriate, including, without limitation, requiring Tenant to furnish surety performance and/or payment
bonds or other security for the payment of all costs incurred in connection with such Alterations, insurance against liabilities that
may arise out of such Alterations, plans and specifications approved by Landlord and permits necessary for such Alterations, and any
such Alterations shall performed by contractors recommended by or approved by Landlord (such approval not to be unreasonably withheld,
conditioned or delayed). If such Alterations are performed by contractor(s) not retained by Landlord, Tenant shall, upon completion of
such Alterations, deliver to Landlord evidence that payment for all such Alterations has been made by Tenant including mechanic’s
lien waivers from all contractors and subcontractors. All such Alterations shall be done in a good and workmanlike manner using quality
materials and shall comply with all applicable governmental laws, ordinances, rules, and regulations. Tenant agrees to indemnify and
hold Landlord free and harmless from any liability, loss, cost, damage or expense (including attorney’s fees) by reason of any
of such Alterations. Tenant shall pay the reasonable cost of modifications, if any, to the Building outside of the Premises required
to accommodate any Alteration, provided that Landlord notifies Tenant in writing at the time of consenting to such Alteration as to the
need for and estimated cost of any such modifications. If at the time Landlord consents to any Alteration Landlord notifies Tenant in
writing that Landlord requires the removal of any such Alteration upon termination of this Lease, Tenant will remove the same upon termination
of this Lease and repair any damages made from installation or removal of the Alterations to original condition or better. All other
Alterations will remain Landlord’s property upon termination of this Lease and will be relinquished to Landlord in good condition,
ordinary wear and tear, casualty or condemnation excepted. Notwithstanding the foregoing provisions to the contrary, Tenant shall have
the right, at Tenant’s sole cost and expense, to remove the New HVAC Unit and the Back-up Power Source at the end of the Lease
Term or any renewal thereof, provided that Tenant shall repair, at Tenant’s sole cost and expense, any damage to the roof and Building
caused by such removal. If Tenant elects not to remove the New HVAC Unit, than prior to the date of expiration or other termination of
this Lease it shall provide Landlord with copies of any repair and maintenance records Tenant has received for the New HVAC Unit.
ARTICLE
10
INSURANCE
(a)
Tenant will keep in force at its own expense for so long as this Lease remains in effect public liability insurance with respect to the
Premises in which Landlord and any agent of Landlord identified to Tenant shall be named as an additional insured, in companies and in
form acceptable to Landlord with a minimum combined limit of liability of Four Million Dollars ($4,000,000.00). This limit shall apply
per location. Said insurance shall also provide for contractual liability coverage by endorsement. Tenant will further deposit with Landlord
the policy or policies of such insurance or certificates thereof, or other acceptable evidence that such insurance is in effect, which
evidence shall provide that Landlord shall be notified in writing thirty (30) days prior to cancellation, material change, or failure
to renew the insurance. If Tenant shall not comply with its covenants made in this Article, Landlord may, at its option, cause insurance
as aforesaid to be issued and in such event Tenant agrees to pay the premium for such insurance promptly upon Landlord’s demand.
(b)
Landlord shall maintain “all risk” or “special form” property insurance covering the full replacement cost of
the Property (including, without limitation, the improvements, equipment and building systems located thereon), but expressly excluding
any Alterations, Tenant’s personal property. Landlord may, but is not obligated to, maintain such other insurance and additional
coverages customary for owners of comparable buildings in the southwest suburban Minneapolis area as it may reasonably deem necessary.
The cost of all such insurance shall be included as part of the Building Operating Expenses charged to Tenant as set forth in Paragraph
4. Tenant shall not do anything that would make void or voidable any insurance on the Premises or Property, and Tenant shall be responsible
for paying to Landlord any increase in such insurance attributable solely to Tenant’s use or occupancy.
(c)
All property insurance policies required to be maintained by Landlord and Tenant shall include a waiver of subrogation in favor of Landlord
Parties or Tenant Parties, as the case may be. If any policy requires an endorsement to provide for waiver of subrogation, the applicable
party shall cause the policy to be so endorsed. Landlord and Tenant, in the exercise of their commercial business judgment, acknowledge
that the use of insurance is the best way to protect against the risk of loss to their respective properties and economic interests in
the Property and the Premises. Accordingly, each agree that in the event of loss or damage to their respective properties or interests,
such loss will be satisfied first by the insurance proceeds paid to the party suffering the loss, next by the additional insurance proceeds
that would have been paid to the party suffering the loss had the insurance required hereunder been carried by such party, and finally,
by the party causing the loss or damage. Without limiting any required waiver of subrogation herein, if and to the extent that applicable
law permits a full waiver of claims between landlords and tenants in leases such as this Lease, then Landlord and Tenant waive all claims
against the other as well as any of its affiliates, parent and subsidiaries, and their respective trustees, directors, officers, members,
managers, venturers, partners, shareholders, agents, contractors, representatives, lenders, assignees, affiliates and employees of the
other for any loss, damage or injury, notwithstanding the negligence of either party in causing a loss or the availability of insurance
proceeds.
ARTICLE
11
ASSIGNMENT AND SUBLETTING BY TENANT
(a)
Landlord’s Consent Required.
(i)
No portion of the Premises or of Tenant’s interest in this Lease may be transferred by Tenant, whether by sale, assignment, mortgage,
sublease, transfer, operation of law, or act of Tenant, without Landlord’s prior written consent, which shall not be unreasonably
withheld, conditioned or delayed. Any attempted transfer without consent shall be void and shall constitute a non-curable breach of this
Lease. If Tenant is a partnership, any cumulative transfer of more than twenty percent (20%) of the partnership interests shall require
Landlord’s prior written consent. If Tenant is a corporation, any change in the ownership of a controlling interest of the voting
stock of the corporation shall require Landlord’s prior written consent, unless such ownership interests are publicly traded. Any
assignee shall become liable directly to Landlord for all obligations of Tenant hereunder.
(ii)
Any assignment of the Lease or subletting of the Premises shall be subject to an administrative fee in the amount of Five Hundred and
No/100 Dollars ($500.00), in addition to any reasonable legal fees, due and payable by Tenant to Landlord as a condition to the granting
of Landlord’s consent as required hereunder.
(iii)
Notwithstanding the foregoing provisions to the contrary, Tenant may assign or otherwise transfer this Lease, or any part thereof, or
any interest hereunder, and may sublet or permit the use of the Premises, or any part thereof, without the prior written consent of Landlord,
to: (i) any parent, subsidiary, affiliate, division or corporation controlled by or under common control of Tenant, or (ii) a successor
entity related to Tenant by reorganization, merger, consolidation or the sale of all or substantially all of the capital stock or assets
of Tenant (or any other transaction substantially similar in effect) (any transfer in described in clause (i) or (ii) above, a “Permitted
Transfer”), provided that: (A) in the event of a transfer described in clause (i) above Tenant shall not be released from any of
its obligations under this Lease;and (B) in the event of a transfer described in clause (i or ii) above, any successor entity has a net
worth not less than the net worth of Tenant immediately prior to such transfer and (C) Landlord is notified in writing of such transfer
prior to the transfer being made.
(b)
No Release. No assignment of the Lease or subletting of the Premises under this Paragraph , with or without Landlord’s consent,
shall release Tenant or change Tenant’s primary liability to pay the Rent and to perform all other obligations of Tenant under
this Lease. Landlord’s acceptance of Rent from any other person is not a waiver of any provisions of this Paragraph. Consent to
one assignment or subletting is not a consent to any subsequent assignment or subletting. If Tenant’s assignee is in breach of
this Lease, Landlord may proceed directly against Tenant without pursuing remedies against the assignee. Landlord may consent to subsequent
assignments or modifications of this Lease by Tenant’s assignee, without notifying Tenant or obtaining its consent. Such action
shall not relieve Tenant’s liability under this Lease. In addition, as used in this Paragraph, the term “Tenant” shall
also mean any entity that has guaranteed Tenant’s obligations under this Lease, and the restrictions applicable to Tenant contained
herein shall also be applicable to such guarantor.
(c)
Recapture Right. In the event of any proposed subletting or assignment (other than as permitted in subparagraph 11(a) (iii) above),
Landlord shall have the option, in Landlord’s sole and absolute discretion, to terminate this Lease, or in the case of a proposed
subletting of less than the entire Premises (other than as permitted in subparagraph 11(a) (iii) above), to recapture the portion of
the Premises to be sublet, as of the date the subletting or assignment is to be effective. The option shall be exercised by Landlord
giving Tenant written notice within thirty (30) days following Landlord’s receipt of Tenant’s written notice as required
above. If this Lease shall be terminated with respect to the entire Premises, the Lease Term shall end on the date stated in Tenant’s
notice as the effective date of the sublease or assignment as if that date had been originally fixed in this Lease for the expiration
of the Lease Term. If Landlord recaptures only a portion of the Premises, the Base Rent during the unexpired Lease Term shall abate proportionately
based on the Base Rent due as of the date immediately prior to such recapture and Tenant’s Pro Rata Share shall be adjusted appropriately.
(d)
Excess Rent/Consideration. In the event that the Rent due and payable by a sublessee or assignee (or a combination of the rental
payable under such sublease or assignment, plus any bonus or other consideration therefore or incident thereto) exceeds the Rent payable
under this Lease, then Tenant shall be bound and obligated to pay Landlord, as Additional Rent hereunder, one-half of all such excess
Rent and other excess consideration (after deduction for reasonable expenses associated with such sublease or assignment, including legal
and brokerage fees, advertising charges, and rent credits or other inducements actually incurred by Tenant) within ten (10) days following
receipt thereof by Tenant.
(e)
Collection of Rent. If this Lease is assigned or if the Premises is sublet (whether in whole or in part), or in the event of the
mortgage, pledge or hypothecation of Tenant’s leasehold interest, or grant of any concession or license related to the Premises,
or if the Premises is occupied in whole or in part by anyone other than Tenant, then upon a breach by Tenant hereunder Landlord may collect
Rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee, licensee
or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next Rent payable
hereunder; and all such Rent collected by Tenant shall be held in deposit for Landlord and immediately forwarded to Landlord. No such
transaction or collection of Rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release
of Tenant from the further performance by Tenant of its covenants, duties or obligations hereunder.
ARTICLE
12
DEFAULT
If
any one or more of the following occurs: (1) Base Rent, Additional Rent or other payment due from Tenant to Landlord shall be and remain
unpaid in whole or in part for more than five (5) days after such payment is due; (2) Tenant shall violate or default on any of the other
covenants, agreements, stipulations or conditions herein, or in any parking agreement(s) or other agreements between Landlord and Tenant
relating to the Premises, and such violation or default shall continue for a period of thirty (30) days after written notice from Landlord
of such violation or default, provided that if the nature of the default reasonably requires more than thirty (30) days to cure, Tenant
shall have such additional time as is reasonably necessary provided that Tenant commences cure within thirty (30) days of written notice
from Landlord and thereafter diligently prosecutes the same to completion; (3) if Tenant shall commence or have commenced against Tenant
proceedings under a bankruptcy, receivership, insolvency or similar type of action; or (4) if Tenant shall abandon the Premises (provided
that Tenant shall not be deemed to have abandoned the Premises if it continues to pay Rent and perform its other obligations under this
Lease, and takes reasonable steps to monitor and secure the Premises); then it shall be optional for Landlord, without further notice
or demand, to cure such default or to declare this Lease forfeited and the said Term ended, or to terminate only Tenant’s right
to possession of the Premises, and to re-enter the Premises, with or without process of law, using such force as may be necessary to
remove all persons or chattels therefrom, and Landlord shall not be liable for damages by reason of such re-entry or forfeiture; but
notwithstanding re-entry by Landlord or termination only of Tenant’s right to possession of the Premises, the liability of Tenant
for the rent and all other sums provided herein shall not be relinquished or extinguished for the balance of the Term of this Lease and
Landlord shall be entitled to periodically sue Tenant for all sums due under this Lease or which become due prior to judgment, but such
suit shall not bar subsequent suits for any further sums coming due thereafter. Tenant shall be responsible for, in addition to the rentals
and other sums agreed to be paid hereunder, the cost of any necessary maintenance, repair, restoration, reletting (including related
cost of removal or modification of tenant improvements) or cure as well as reasonable attorney’s fees incurred or awarded in any
suit or action instituted by Landlord to enforce the provisions of this Lease, regain possession of the Premises, or the collection of
the rentals due Landlord hereunder. If Tenant is in breach of any provision of this Lease, other than for the payment of Rent, Landlord
may (but shall not be obligated to) cure such breach on behalf of Tenant, at Tenant’s sole cost and expense. Further, Landlord
may (but shall not be obligated to) perform any obligation of Tenant, without notice to Tenant, should Landlord deem the performance
of same to be an emergency or otherwise necessary to comply with Legal Requirements. Any monies expended by Landlord to cure any such
breach or resolve any deemed emergency shall be payable by Tenant as Additional Rent. If Landlord incurs any expense, including reasonable
attorneys’ fees, in prosecuting and/or defending any action or proceeding by reason of any emergency or breach, Tenant shall reimburse
Landlord for same, as Additional Rent, within thirty (30) days following receipt of Landlord’s written demand thereof. Each right
or remedy of Landlord provided for in this Lease shall be cumulative and shall be in addition to every other right or remedy provided
for in this Lease now or hereafter existing at law or in equity or by statute or otherwise.
ARTICLE
13
LIMITATION OF LIABILITY AND DEFAULT OF LANDLORD
(a)
Landlord shall not be in default of any obligation of Landlord hereunder unless Landlord fails to perform such obligations within thirty
(30) days after receipt of written notice of such failure from Tenant; provided, however, that if the nature of Landlord’s
obligation is such that more than thirty (30) days are required for its performance, Landlord shall not be in default if Landlord commences
to cure such default within the thirty (30) day period and thereafter diligently prosecutes the same to completion. All obligations of
Landlord hereunder shall be construed as covenants, not conditions; and, except as may be otherwise expressly provided in this Lease,
Tenant may not terminate this Lease for breach of Landlord’s obligations hereunder.
(b)
The term “Landlord” in this Lease shall mean only the then current owner of the Property; and in the event of a sale or conveyance
by such owner of its interest in the Property, such owner shall be released from any and all liability under this Lease thereafter accruing.
(c)
Any liability of Landlord shall be limited solely to Landlord’s interest in the Property, and in no event shall any personal liability
be asserted against any or all of Landlord Parties in connection with this Lease nor shall any recourse be had to any other property
or assets of any or all of Landlord Parties.
(d)
Tenant’s sole and exclusive remedy for a default or breach of this Lease by Landlord shall be either (i) an action for damages,
or (ii) an action for injunctive relief; Tenant hereby waiving and agreeing that Tenant shall have no other remedies on account of any
breach or default by Landlord under this Lease including, without limitation, any offset rights. Under no circumstances whatsoever shall
Landlord ever be liable for punitive, consequential or special damages under this Lease; and Tenant waives any rights it may have to
such damages under this Lease in the event of a breach or default by Landlord under this Lease.
ARTICLE
14 DAMAGE AND DESTRUCTION
(a)
Tenant will notify Landlord promptly after Tenant learns of any fire, casualty, damage to or defect in the Premises or Building which
was caused by Tenant, its contractors, employees, licensees or invitees or for the repair of which Landlord might be responsible. If
fifty percent (50%) or more of the rentable area of the Building is damaged or destroyed by fire or other casualty, the Landlord shall
have the right to terminate this Lease, provided it gives written notice thereof to the Tenant within ninety (90) days after such damage
or destruction. If (i) the above-described portion of the Building is damaged by fire or other casualty, and Landlord does not elect
to terminate this Lease, or (ii) if less than the above-described portion of the Building is so damaged or destroyed, then the Landlord
shall, at its expense, restore the Premises to as near the condition which existed immediately prior to such damage or destruction, as
reasonably possible, and the rentals shall abate during such period of time as the Premises are untenantable, in the proportion that
the untenantable portion of the Premises bears to the entire Premises. In addition, if the Premises is damaged in whole or in part during
the last twelve (12) months of the Term of this Lease, such damage is not caused by Tenant or its invitees and is not suitable, in Tenant’s
reasonable opinion, for the conduct of Tenant’s business, then Tenant may terminate this Lease by giving Landlord notice within
forty-five (45) days of the occurrence of such casualty. Notwithstanding anything contained herein to the contrary, Landlord will not
be required to spend more for such repair and restoration than the insurance proceeds available to the Landlord as a result of the fire
or other casualty. To the extent Tenant is responsible for insuring leasehold improvements, furniture, equipment or Tenant’s inventory
and stock-in-trade, Tenant agrees, promptly upon notice from Landlord that Landlord is repairing the Premises or the Building, to file
such claims and pursue such repairs to the Premises in order to rebuild the Premises, including all such leasehold improvements, furniture
and equipment and to reopen Tenant’s business within 20 days after the completion of Landlord’s repairs. In the event the
Landlord has not completed restoration of the premises within one hundred eighty (180) days from the date of casualty (subject to delay
due to weather conditions, shortages of labor or materials or other reasons beyond Landlord’s reasonable control, Tenant may, so
long as such delay is not caused in whole or primarily by Tenant, terminate this Lease by written notice to Landlord within thirty (30)
days following the expiration of such 180 day period (as extended for reasons beyond Landlords control as provided above) unless, within
thirty (30) days following receipt of such notice, Landlord has substantially completed such restoration and delivered the premises to
Tenant for occupancy. Notwithstanding anything to the contrary herein, in the event Tenant is responsible for the damage or destruction
provided for in this Article 14, Tenant shall not have the right to terminate this Lease if Landlord is willing to rebuild and restore
the Premises.
(b)
In no event will Landlord be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any
way from damage cause by fire or other casualty or the repair of such damage, provided however that, to the extent Tenant remains in
possession of a portion of the Premises, Landlord will take all reasonable steps to minimize the disruption to Tenant’s business
and use of such portion of the Premises during the period of repair.
ARTICLE
15
CONDEMNATION
If
the whole or any material part of the Property or the Premises shall be taken in condemnation, or transferred by agreement in lieu of
condemnation, which in Tenant’s reasonable judgment, materially and adversely affects Tenant’s Permitted Use of the Premises,
or in Landlord’s reasonable judgment, materially interferes with or impairs its ownership or operation of the Property, then either
Tenant or Landlord may terminate this Lease by serving the other party with written notice of same, effective as of the taking date.
If neither Tenant nor Landlord elects to terminate this Lease as aforesaid, then this Lease shall terminate on the taking date only as
to that portion of the Premises so taken, and the Rent and other charges payable by Tenant shall be reduced proportionally. Landlord
shall be entitled to, and Tenant hereby assigns to Landlord any interests it might have in, the entire condemnation award for all realty
and improvements and the value of Tenant’s leasehold interest. Tenant shall, to the extent available from the condemning authority
and separately awarded to Tenant but only to the extent that same shall not diminish Landlord’s award, be entitled to an award
for Alterations, trade fixtures, Tenant’s personal property, and reasonable moving expenses only, provided Tenant independently
petitions the condemning authority for same. Notwithstanding the aforesaid, if any condemnation only takes a portion of the parking area
and the remaining portion of the parking area is sufficient to provide Tenant, in Tenant’s reasonable opinion, with adequate parking,
this Lease shall continue in full force and effect without modification.
ARTICLE
16
INSPECTION
Upon
no less than 24 hours prior written notice to Tenant (except in the event of an emergency when no such notice shall be necessary), Landlord
shall have the right to enter and inspect the Premises at any reasonable time to ascertain the condition of the Premises or to make such
repairs as may be required or permitted to be made by Landlord under the terms of this Lease; provided, however, Landlord
shall use commercially reasonable efforts to minimize any disruption to Tenant’s business in the Premises during such entry by
Landlord, and provided further that any clean rooms in the Premises are secure areas to which Landlord shall not have access unless accompanied
by a designated representative of Tenant except in the event of an emergency when no prior notice shall be necessary provided that Landlord
shall promptly thereafter notify Tenant of such entry. In addition, thereto, during the last nine (9) months of the Lease Term, Landlord
shall have the right to enter the Premises at any reasonable time to show the Premises to prospective tenants, and during said nine (9)
months, Landlord shall have the right to erect on the Property suitable signs indicating that the Premises is available for lease. Landlord
shall retain sole control over the Common Areas and public parts of the Property, and shall have the right at any time, without the same
constituting any actual or constructive eviction and without incurring any liability to Tenant therefor, to change the arrangement and/or
location of Common Areas and public parts of the Property.
ARTICLE
17
RESERVED
ARTICLE
18
LIENS
In
the event any lien shall at any time be filed against the Premises or any part of the Building by reason of work, labor, services or
materials performed or furnished to Tenant or to anyone holding the Premises through or under Tenant or to secure any portion of the
Premises for payment of any debt, Tenant shall forthwith cause the same to be discharged of record. If Tenant shall fail to cause such
lien forthwith to be discharged within thirty (30) days after being notified of the filing thereof, then, in addition to any other right
or remedy of Landlord, Landlord may, but shall not be obligated to, discharge the same by paying the amount claimed to be due, or by
bonding, and the amount so paid by Landlord and all costs and expenses, including reasonable attorney’s fees incurred by Landlord
in procuring the discharge of such lien, shall be due and payable in full by Tenant to Landlord on demand.
ARTICLE
19
SUBORDINATION
Tenant
agrees that this Lease shall be subordinate to any mortgage(s) that may now or hereafter be placed upon the Building or any part thereof,
and to any and all advances to be made thereunder, and to the interest thereon, and all renewals, replacements, and extensions thereof,
provided the mortgagee named in any such mortgage shall agree to recognize this Lease and not disturb Tenant’s rights hereunder
in the event of foreclosure provided the Tenant is not in default beyond any applicable cure period. This subordination and non-disturbance
shall be self-operative and no further certificate or instrument of subordination need be required by any such mortgagee. In confirmation
of such subordination and non-disturbance, however, Tenant shall promptly execute and deliver any instrument, in recordable form,
as reasonably required by Landlord’s Mortgagee and is consistent with the provisions of this Article 19. In the event of any mortgagee
electing to have the Lease a prior encumbrance to its mortgage, then and in such event upon such mortgagee notifying Tenant to that effect,
this Lease shall be deemed prior in encumbrance to the said mortgage, whether this Lease is dated prior to or subsequent to the date
of said mortgage.
ARTICLE
20
ESTOPPEL CERTIFICATES
Each
party hereto agrees that at any time, and from time to time during the Term of this Lease (but not more often than twice in each calendar
year), within twenty (20) days after request by the other party hereto, it will execute, acknowledge and deliver to such other party
or to any prospective purchaser, assignee or mortgagee designated by such other party, an estoppel certificate in a customary form reasonably
acceptable to Landlord. Tenant agrees to provide Landlord (but not more often than twice in any calendar year), within twenty (20) days
of request, the then most current publicly available financial statements of Tenant and any guarantors of this Lease, and if available,
shall be audited and certified by a certified public accountant. Landlord shall keep such financial statements confidential, except Landlord
shall, in confidence, be entitled to disclose such financial statements to existing or prospective mortgagees or purchasers of the Building.
ARTICLE
21
QUIET ENJOYMENT
So
long as Tenant is not then in default under this Lease beyond any applicable cure period, Tenant shall, subject to the terms of this
Lease, have peaceful and quiet enjoyment of the Premises against any person claiming by, through or under Landlord.
ARTICLE
22
SURRENDER/HOLDOVER
(a)
Upon the expiration or earlier termination of the Lease, Tenant shall surrender the Premises to Landlord in the same condition as received,
broom clean (excluding reasonable wear and tear, casualty and condemnation). Tenant may remove trade fixtures, including kitchen cabinets,
countertop, sink, faucet, attached to the Property. In addition, Tenant shall have the right to remove Tenant’s office demountable
partitions, manufacturing and production equipment, water system, laboratory dish washers, clean room improvements, and any HVAC system
installed by Tenant except the five (5) ton unit relocated by Tenant as provided for herein. Tenant will pay Landlord on within thirty
(30) days after demand the cost of repairing any damage to the Premises or building caused by installation and/or removal of any such
items. Any Alterations, trade fixtures and Tenant’s personal property that are not removed by Tenant, as permitted or required
herein, shall be deemed abandoned and may be stored, removed, and/or disposed of by Landlord at Tenant’s sole cost and expense;
and Tenant waives all claims against Landlord for any damages resulting from Landlord’s retention and/or disposition of such items.
All obligations of Landlord or Tenant hereunder not fully performed as of the termination of the Lease shall survive such termination,
including, without limitation, indemnity obligations, payment obligations, and obligations concerning the condition and repair of the
Premises.
(b)
If Tenant retains possession of the Premises after the expiration or earlier termination of the Lease, unless otherwise agreed in writing,
such possession shall be subject to immediate termination by Landlord at any time, and all obligations of Tenant under this Lease shall
be applicable during such holdover period, except that the Base Rent payable by Tenant during such holdover period (regardless of whether
or not Landlord has consented to such holdover) shall be an amount equal to one hundred fifty percent (150%) of the Base Rent payable
during the last full calendar month of the Lease Term prior to any such holdover, computed on a per diem basis during such holdover period.
All other payments shall continue under the terms of this Lease. In addition, Tenant shall be liable for all damages incurred by Landlord
as a result of such holding over. No holding over by Tenant, unless otherwise agreed in writing, shall be construed as consent for Tenant
to retain possession of the Premises.
(c)
After Tenant takes sole possession of the Premises, Tenant is responsible, at its sole cost and expense, for removing any person or entity,
authorized or unauthorized by Tenant, from the Premises who may have been on the Premises after Tenant takes such possession and prior
to the expiration or earlier termination of the Lease and continues to occupy any portion of the Premises thereafter. Failure to remove
such person or entity from the Premises upon the expiration or earlier termination of the Lease constitutes a holdover and Tenant is
authorized to act as Landlord’s agent for the limited purpose of removal of such occupant, even if such removal occurs after the
expiration or earlier termination of the Lease.
ARTICLE
23
HOLD HARMLESS AND INDEMNIFICATION
(a)
Except in the event of, and to the extent of, Landlord’s negligence, willful misconduct or breach of this Lease, Tenant hereby
indemnifies, defends, and holds Landlord and Landlord Parties (hereinafter defined) harmless from and against any and all Losses (hereinafter
defined) arising from or in connection with any negligent or willful act or omission of any or all of Tenant, its affiliates, parents,
subsidiaries, and their respective trustees, directors, shareholders, partners, members, managers, venturers, officers, employees, agents,
invitees, assignees, sublessees, contractors, or representatives (collectively, “Tenant Parties”). Tenant also indemnifies,
defends, and holds the Landlord Parties harmless from and against any and all Losses arising from or in connection with any or all of:
(x) any breach by Tenant of any or all of its warranties, representations and covenants under this Lease; (y) the creation or existence
of any Hazardous Materials in, at, on or under the Premises or the Property, if and to the extent brought to the Premises or the Property
or caused by any or all of Tenant and Tenant Parties; and (z) any violation or alleged violation by any or all of Tenant and Tenant Parties
of any Legal Requirement. The obligations of Tenant in the two prior sentences are referred to collectively as “Tenant’s
Indemnified Matters.” In case any action or proceeding is brought against any or all of the Landlord Parties by reason of any of
Tenant’s Indemnified Matters, Tenant, upon notice from Landlord, shall resist and defend such action or proceeding by counsel reasonably
satisfactory to, or selected by, Landlord. The term “Losses” shall mean all claims, demands, expenses, actions, judgments,
damages (actual, but except in connection with third party tort claims, not indirect, special, consequential, or punitive), penalties,
fines, liabilities, losses of every kind and nature, suits, administrative proceedings, costs, and fees, including, without limitation,
reasonable attorneys’ and consultants’ fees and expenses, and the costs of cleanup, remediation, removal, and restoration
that are in any way related to any matter covered by the foregoing indemnity.
(b)
Except in the event of, and to the extent of, Tenant’s negligence, willful misconduct or breach of this Lease, Landlord hereby
indemnifies, defends, and holds Tenant and Tenant Parties (hereinafter defined) harmless from and against any and all Losses arising
from or in connection with any negligent or willful act or omission of any or all of Landlord, its affiliates, parents, subsidiaries,
and their respective trustees, directors, shareholders, partners, members, managers, venturers, officers, employees, agents, invitees,
assignees, sublessees, contractors, or representatives (collectively, “Landlord Parties”). Landlord also indemnifies, defends,
and holds the Tenant Parties harmless from and against any and all Losses arising from or in connection with any or all of: (x) any breach
by Landlord of any or all of its warranties, representations and covenants under this Lease; (y) the creation or existence of any Hazardous
Materials in, at, on or under the Premises or the Property, if and to the extent brought to the Premises or the Property or caused by
any or all of Landlord and Landlord Parties; and (z) any violation or alleged violation by any or all of Landlord and Landlord Parties
of any Legal Requirement. The obligations of Landlord in the two prior sentences are referred to collectively as “Landlord’s
Indemnified Matters.” In case any action or proceeding is brought against any or all of the Tenant Parties by reason of any of
Landlord’s Indemnified Matters, Landlord, upon notice from Tenant, shall resist and defend such action or proceeding by counsel
reasonably satisfactory to, or selected by, Tenant.
(c)
The terms of this Article 24 shall survive the expiration or earlier termination of this Lease.
ARTICLE
24
SIGNS
No
signs or other advertising materials shall be erected, attached or affixed to any portion of the interior or exterior of the Premises
or the Building without the express prior written consent of Landlord. Tenant agrees that the only Tenant signage permitted on or in
any part of the Premises and visible from the exterior of the Premises shall be Landlord’s standard building signage, approved
and installed by Landlord at Tenant’s expense. Tenant agrees to maintain its signage in good repair, and to hold Landlord harmless
from any loss, cost, or damages resulting from the erection, existence, maintenance, or removal of the signage. Landlord may upon 24
hours’ prior notice enter the Premises at any time and, at the expense of Tenant, remove unauthorized signs without liability for
damages. Landlord may replace or maintain any signage at the Premises or Building and the cost of such replacement or maintenance shall
be the obligation of Tenant payable on demand.
ARTICLE
25
PARKING
Tenant
shall be entitled to park in common with other tenants of the Property in those areas designated for non-reserved parking. In no event
shall Landlord grant reserved or other preferential parking rights to any tenants or other occupants such that total non-reserved parking
available to Tenant is equal to less than 2.3 parking spaces per 1,000 rentable square feet of leased space. Tenant shall be responsible
for all vehicles owned, rented or used by Tenant and/or Tenant Parties in or about the Property and agrees not to use or permit the use
of overnight storage of any motor vehicles or trailers on the property. Tenant shall not park or store any motor vehicles or trailers
within the Premises. Upon request by Landlord, Tenant shall move its trucks and vehicles if, in Landlord’s reasonable opinion,
said vehicles are in violation of any of the above restrictions.
ARTICLE
26
POLICIES AND REGULATIONS
Tenant
shall, at all times during the Lease Term and any extension thereof, comply with all reasonable policies and regulations covering use
of the Premises and the Property. Landlord may revise any such policies and regulations from time to time in Landlord’s reasonable
discretion, provided that any such policies and regulations are consistent with similar buildings in the southwest suburban Minneapolis
area and are enforced uniformly and in a non-discriminatory manner. Landlord shall not have any liability or obligation for the breach
of any policies or regulations by other tenants in the Property. In the event of any conflict between such policies and regulations and
other provisions of this Lease, the provisions of this Lease shall control. Attached hereto and incorporated herein by reference as Exhibit
B is the Landlord’s current Policies and Regulations, which may be amended from time to time by Landlord.
ARTICLE
27
RESERVED
ARTICLE
28
HAZARDOUS MATERIALS
Except
for Hazardous Materials contained in products used by Tenant in de minimis quantities for ordinary cleaning and office purposes, and
except for de minimis quantities of gas, propane, fluids, or oil used in Tenant’s equipment or forklifts as part of Tenant’s
normal business operations, including, but not limited to, the materials listed on Exhibit D attached hereto and incorporated herein
by reference (collectively, “Permitted Materials”), Tenant shall not cause or permit any Hazardous Material to be
generated, produced, brought upon, used, stored, treated, or disposed of in, on or about the Property by Tenant and/or Tenant Parties,
without the prior written consent of Landlord. Landlord shall be entitled to take into account any factors or facts as Landlord may determine
to be relevant to determining whether to grant or withhold consent to Tenant’s proposed activity with respect to Hazardous Material.
In no event, however, shall Landlord be required to consent to the installation or use of any storage tanks in, on or about the Property
other than as described on Exhibit E attached hereto and incorporated herein by reference, subject to minor modifications from time to
time by Tenant to conform to best treatment practices, as determined by Tenant. Tenant shall at all times comply with all applicable
Legal Requirements relating to Hazardous Materials generated, brought upon, used, stored, treated or disposed of by Tenant in, on or
about the Premises. Tenant, at Tenant’s sole cost and expense, shall remediate in a manner satisfactory to Landlord, or any Legal
Requirements, any Hazardous Materials released in, on or about the Property by Tenant and/or Tenant Parties. Tenant shall complete and
certify to disclosure statements as requested by Landlord from time to time relating to Tenant’s transportation, storage, use,
generation, manufacture or release of Hazardous Materials on the Premises. Landlord shall at all times comply with all applicable Legal
Requirements relating to Hazardous Materials generated, brought upon, used, stored, treated or disposed of by Landlord in, on or about
the Property. Landlord, at Landlord’s sole cost and expense, shall remediate in a manner satisfactory to Landlord, or any Legal
Requirements, any Hazardous Materials released in, on or about the Property by Landlord and/or Landlord Parties. As defined in any applicable
laws, Tenant is and shall be deemed to be the “operator” of Tenant’s “facility” and the “owner”
of all Hazardous Materials brought on the Premises by Tenant and/or Tenant Parties, the wastes, by-products or residues generated, resulting
or produced therefrom. As used in the Lease, the term “Hazardous Materials” includes Permitted Materials and also
means any flammable items, explosives, radioactive materials, hazardous or toxic substances, material, waste or related materials, including
any substances defined as or included in the definition of “hazardous substance,” “hazardous wastes,” “hazardous
material,” or “toxic substances” now or subsequently regulated under any applicable federal, state, or local laws or
regulations, including, without limitation, petroleum-based products, paints, solvents, lead, cyanide, DDT, printing inks, acids, pesticides,
ammonia compounds and other chemical products, asbestos, PCBs and similar compounds and including any different products and materials
which are subsequently found to have adverse effects on the environment or the health and safety of persons. Each of the covenants and
agreements of Tenant set forth in this Paragraph shall survive the expiration or earlier termination of this Lease.
ARTICLE
29
SECURITY SERVICE/ALARMS
Tenant
acknowledges and agrees that, while Landlord may patrol the exterior of the Building and the surrounding Property, Landlord is not providing
any security services with respect to the Premises and that Landlord shall not be liable to Tenant for, and Tenant waives any claim against
Landlord with respect to, any loss by theft or any other damage suffered or incurred by Tenant in connection with any unauthorized entry
into the Premises or any other breach of security with respect to the Premises. Tenant shall be permitted to install their own security
system for the Premises after obtaining the prior written consent of Landlord for the equipment and manner of installation. Tenant shall
be responsible for all costs and fees related to any security system, and Landlord shall be provided with all system access codes, passwords,
instructions and emergency contact information, provided that Landlord shall give the Tenant not less than 24 hours prior notice of entry,
except in case of emergency, in which case Landlord shall notify Tenant as promptly as reasonably possible thereafter, and provided further
that any clean rooms in the Premises are secure areas to which Landlord shall not have access unless accompanied by a designated representative
of Tenant except in the event of an emergency when no prior notice shall be necessary provided that Landlord shall promptly thereafter
notify Tenant of such entry. Tenant shall remove all such security systems and installations, and repair any damage caused by such removal,
upon surrender of the Premises and restore premises to original condition.
ARTICLE
30
BROKERAGE
Landlord
and Tenant each warrant to the other that it has had no dealings with any real estate broker or agent in connection with the negotiation
of this Lease, and that it knows of no other real estate broker or agent who is or might be entitled to a commission in connection with
this Lease except for Avison Young and Bahno Commercial Real Estate, whose commissions shall be paid by Landlord. Landlord and Tenant
each hereby agree to indemnify, defend and hold the other harmless from and against all claims for any brokerage commissions, finders’
fees, or similar payments by any persons and all costs, expenses, and liabilities incurred in connection with such claims, including
reasonable attorneys’ fees and costs.
ARTICLE
31
NOTICES
All
notices required to be given under this Lease shall be in writing and shall be deemed to have been received (i) upon delivery if delivered
by hand, (ii) one day after deposit with a nationally recognized overnight courier service, or (iii) three business days after deposit
in the United States mail, certified or registered, postage prepaid, return receipt requested. All notices shall be addressed to the
parties hereto at their respective addresses set forth below. If any notice is refused, or if the party to whom any such notice is sent
has relocated without leaving a forwarding address, then the notice shall be deemed to have been received on the date the notice-receipt
is returned stating that the same was refused or is undeliverable at such address. Either party may designate a different notice address
by giving notice of same to the other party in accordance with this Section.
|
Notice
to Landlord: |
DEWEY
MS LLC |
|
|
DEWEY
AL LLC |
|
|
c/o
Allied Parking, Inc. |
|
|
800
South 9th Street |
|
|
Minneapolis,
MN 55404-1205 |
|
With
copy to: |
|
W
Management, LLC |
|
800
South Ninth Street |
|
Minneapolis,
MN 55404 |
|
Attn:
Anne Snyder |
|
Notice
to Tenant: |
PETVIVO
HOLDINGS, INC. |
|
|
5555
West 78th Street, Suite D |
|
|
Edina,
MN 55439 |
|
|
Attn:
Randy Meyer |
|
With
copy to: |
|
|
|
PETVIVO
HOLDINGS, INC. |
|
5151
Edina Industrial Boulevard, Suite 575 |
|
Edina,
MN 55439 |
|
Attn:
Robert J. Folkes |
ARTICLE
32
FORCE MAJEURE
Except
for monetary obligations, in the event any obligation to be performed by either Landlord or Tenant is prevented or delayed due to strikes,
lockouts, labor disputes, acts of God, inability to obtain labor or materials, governmental restrictions, governmental regulations, governmental
controls, delay in issuance of permits, enemy or hostile governmental action, civil commotion, or other causes beyond the reasonable
control of such party (each or collectively referred to herein as “Force Majeure”), the party liable to perform such
obligation shall be excused from performing same for a period of time equal to any aforesaid delay.
ARTICLE
33
PATRIOT ACT COMPLIANCE
Tenant
represents to Landlord that Tenant is not a person or entity described by Section 1 of the Executive Order (No. 13224) Blocking Property
and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism, 66 Fed. Reg. 49,079 (September 24, 2001),
and does not engage in any dealings or transactions, and is not otherwise associated, with any such persons or entities or any forbidden
entity. A “forbidden entity” is defined as (a) the governments of Cuba, Iran, North Korea, Myanmar, Syria and Sudan (each,
a “Prohibited Country”) and any of their agencies, including but not limited to, political units and subdivisions (each,
a “Prohibited Government”); (b) any company that (i) is wholly or partially managed or controlled by a Prohibited Government,
(ii) is established, organized under or whose principal place of business is in any Prohibited Country, (iii) has failed to submit an
affidavit following request therefor averring that it does not own or control any property or asset in and has not and does not transact
business with any Prohibited Country; and (c) to Tenant’s knowledge, any publicly traded company identified by an independent researcher
specializing in global security as (i) owning or controlling property or assets or having employees or facilities located in, (ii) providing
goods or services to or obtaining goods or services from, (iii) having distribution agreements with, issuing credits or loans to or purchasing
bonds or commercial paper issued by, or (iv) investing in any Prohibited Country or any company domiciled in any Prohibited Country.
For purposes of this Paragraph, a “company” is any entity whether publicly traded or privately owned capable of affecting
commerce, including but not limited to, a government, government agency, natural person, legal person, sole proprietorship, partnership,
firm, corporation, subsidiary, affiliate, franchisor, franchisee, joint venture, trade association, financial institution, utility, public
franchise, provider of financial services, trust, or enterprise and any association thereof.
ARTICLE
34
SHARED
DOCK AREA
Tenant
will have use of the shared dock area as shown in Exhibit B. All tenants using the shared dock area will be responsible for cleaning,
maintenance, and repairs of the dock area including levelers, hoods, bumpers, overhead doors, and any other items related to the shared
dock area. All tenants using the shared dock area will be charged their proportionate share of repairs, maintenance, replacement, and
improvement expenses made by the Landlord in accordance with the shared dock area with Tenant’s proportionate share being seventy-five
percent (75%). Landlord agrees to cooperate with Tenant and to enforce any indemnity or similar provisions in any lease of portions of
the shared dock area with other tenants of the Property to the extent that Landlord and Tenant reasonably determine that any damage to
the dock area was caused by such other user.
ARTICLE
35
OPTION
TO RENEW
Tenant
will have a One-Time Option to Renew current space for five (5) years at the current market rent at that time by giving the Landlord
six (6) month written notice prior to lease expiration. The space will be renewed “as is” and Landlord will not be required
to provide Tenant Improvement Allowance. Co-Broker Fees will not be paid by Landlord if Tenant chooses to exercise Option. If Landlord
and Tenant cannot agree on the market rent rate within 30 days after Tenant’s receipt of Landlord’s proposed market rent
rate (it being agreed that both Landlord and Tenant will be reasonable in their attempt to determine the market rent rate), Tenant, by
written notice to Landlord made within 5 business days after the expiration of such 30 day period, may cause said rate to be determined
by arbitration in accordance with the following provisions, failing such timely notice Tenant’s One-Time Option to Renew shall
be null and void and of no force and effect: The determination of the market rent rate will be determined by an arbitration board consisting
of three reputable real estate professionals with experience with similar buildings within the southwest suburban Minneapolis area. Within
20 days after initiation of arbitration, each party shall appoint one arbitrator who shall have no material financial or business interest
in common with the party making the selection and shall not have been employed by such party for a period of three years prior to the
date of selection. If a party fails to give notice of appointment of its arbitrator within the 20 day period provided above, then upon
5 business days’ notice the other party may appoint the second arbitrator. The arbitrators selected by the parties shall attempt
to agree upon a third arbitrator. If the first two arbitrators are unable to agree on a third arbitrator within 30 days after the appointment
of the second arbitrator, then such third arbitrator shall be appointed by the presiding judge of the Hennepin County District Court,
or by any person to whom such presiding judge formally delegates the matter or, if such methods of appointment fail, by the American
Arbitration Association. Within 30 days of the appointment of the third arbitrator, Landlord, Tenant and the three arbitrators shall
meet at the Premises, and in a proceeding held in accordance with the rules of the American Arbitration Association, Landlord and Tenant
shall each submit to the arbitrators their proposals for the market rent rate and shall be allowed to present such evidence and testimony
in support thereof as is allowed under the rules of the American Arbitration Association. The arbitrators shall be instructed that within
30 days after the date on which Landlord, Tenant and the arbitrators conclude such meeting, the arbitrators shall select one of the two
proposed market rent rate figures, with no compromise or alternative market rent rate figures to be permitted. The market rent rate figure
selected by a majority of the arbitrators shall be binding upon Landlord and Tenant. The decision of the arbitrators, determined as above
set forth, will be final and non-appealable. Except where specifically provided otherwise in the Lease, each party shall bear its own
expenses in connection with the arbitration and the costs of its arbitrator, and the cost of the third arbitrator shall be shared equally
by Landlord and Tenant. The costs of all counsel, experts and other representatives that are retained by a party will be paid by such
party.
ARTICLE
36
MISCELLANEOUS
(a)
All exhibits attached hereto are hereby incorporated into this Lease and made a part hereof.
(b)
All of the covenants of Landlord and Tenant hereunder shall be deemed and construed to be “conditions” as well as “covenants”
as though both words were used in each separate instance.
(c)
Except as otherwise expressly provided in this Lease, Landlord shall not unreasonably withhold, condition or delay any consent or approval
required under this Lease.
(d)
Neither this Lease, nor any memorandum thereof, shall be recorded in any public records by Tenant without the prior written consent of
Landlord.
(e)
The paragraph headings appearing in this Lease are inserted only as a matter of convenience, and in no way define or limit the scope
of any paragraph.
(f)
Submission of this Lease shall not be deemed to be an offer, an acceptance or a reservation of the Premises and Landlord shall not be
bound hereby until Landlord has delivered to Tenant, or to Tenant’s designated agent a fully executed copy of this Lease, signed
by both of the parties in the spaces herein provided. Until such delivery, Landlord reserves the right to show and lease the Premises
to other prospective tenants.
(g)
All of the terms of this Lease shall extend to and be binding upon the parties hereto and their respective heirs, executors, administrators,
successors, and assigns.
(h)
This Lease and the parties’ respective rights hereunder shall be governed by the laws of the State of Minnesota. In the event of
litigation, suit shall be brought in the County of Hennepin, State of Minnesota. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LANDLORD
AND TENANT HEREBY WAIVE ANY AND ALL RIGHT TO A TRIAL BY JURY ON ANY ISSUE INVOLVING THIS LEASE.
(i)
In the event of any legal action or proceeding brought by either party against the other arising out of this Lease, the prevailing party
shall be entitled to recover reasonable attorneys’ fees and costs (including, without limitation, court costs and expert witness
fees) incurred in such action. Such amounts shall be included in, but in addition to, any judgment rendered in any such action or proceeding.
(j)
No waiver by either Landlord or Tenant of any provision of this Lease or of any breach by the other party hereunder shall be deemed to
be a waiver of any other provision hereof, or of any subsequent breach by such party. Neither Landlord’s nor Tenant’s consent
to or approval of any act by the other party requiring Landlord’s or Tenant’s consent or approval under this Lease shall
not be deemed to render unnecessary the obtaining of Landlord’s or Tenant’s, as the case may be, consent to or approval of
any subsequent act of the other party
(k)
No act or thing done by Landlord or Landlord’s agents during the Lease Term shall be deemed an acceptance of a surrender of the
Premises, unless in writing signed by Landlord. The delivery of the keys to any employee or agent of Landlord shall not operate as a
termination of the Lease or a surrender of the Premises. The acceptance of any Rent by Landlord following a breach of this Lease by Tenant
shall not constitute a waiver by Landlord of such breach or any other breach unless such waiver is expressly stated in a writing signed
by Landlord. No endorsement or statement on any check or payment, or on any letter accompanying any check or payment, shall be deemed
an accord and satisfaction; and Landlord may accept any check or payment without prejudice to Landlord’s right to recover any additional
amount due or to pursue any other remedy in this Lease.
(l)
In the event any provision of this Lease is invalid or unenforceable, the same shall not affect or impair the validity or enforceability
of any other provision.
(m)
In addition to all other amounts due in this Lease any amount not paid by Tenant within five (5) days after its due date in accordance
with the terms of this Lease shall bear interest from such due date until paid in full at the lesser of the highest rate permitted by
applicable law or ten percent (10%) per year. It is expressly the intent of Landlord and Tenant at all times to comply with applicable
Legal Requirements governing the maximum rate or amount of any interest payable on or in connection with this Lease. If applicable Legal
Requirements are ever judicially interpreted so as to render usurious any interest called for under this Lease, or contracted for, charged,
taken, reserved, or received with respect to this Lease, then it is Landlord’s and Tenant’s express intent that all excess
amounts theretofore collected by Landlord be credited on the applicable obligation (or, if the obligation has been or would thereby be
paid in full, refunded to Tenant), and the provisions of this Lease immediately shall be deemed reformed and the amounts thereafter collectible
hereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable Legal Requirements,
but so as to permit the recovery of the fullest amount otherwise called for hereunder.
(n)
Time is of the essence of this Lease and each and all of its provisions.
(o)
Tenant hereby covenants and warrants that Tenant is a duly authorized and existing entity, that Tenant has and is qualified to do business
in the state in which the Property is located, that the Tenant has full right and authority to enter into this Lease pursuant to the
terms of its formation and that each person signing on behalf of Tenant is authorized to do so. Tenant shall provide Landlord on demand
with such evidence of such authority as Landlord shall reasonably request, including, without limitation, resolutions, certificates,
and opinions of counsel. Landlord hereby covenants and warrants that Landlord is a duly authorized and existing entity, that Landlord
has and is qualified to do business in the state in which the Property is located, that the Landlord has full right and authority to
enter into this Lease pursuant to the terms of its formation, and that each person signing on behalf of Landlord is authorized to do
so. If and when included within the term “Tenant,” as used in this instrument, there is more than one person, firm, or corporation,
each shall be jointly and severally liable for the obligations of Tenant.
(p)
This Agreement is the result of arms-length negotiations between Landlord and Tenant and their respective attorneys. Accordingly, neither
party shall be deemed to be the author of this Lease and this Lease shall not be construed against either party.
(q)
Upon Landlord’s written request, Tenant shall promptly furnish Landlord, from time to time, with the most current annual and quarterly
financial statements prepared in accordance with generally accepted accounting principles, certified by Tenant to be true and correct,
and any other financial information or summaries that Tenant typically provides to its lenders or shareholders.
(r)
This Lease may be executed in one or more counterparts, each of which will constitute an original, and all of which together shall constitute
one and the same agreement. Executed copies hereof may be delivered by e-mail or facsimile and, upon receipt, shall be deemed originals
and binding upon the parties hereto. Without limiting or otherwise affecting the validity of executed copies hereof that have been delivered
by e-mail or facsimile, the parties will use best efforts to deliver originals as promptly as possible after execution.
(s)
If and when included within the term “Landlord,” as used in this instrument, there is more than one person, firm, limited
liability company, or corporation, each shall be jointly and severally liable for the obligations of Landlord.
ARTICLE
37
RIGHT OF FIRST OFFER
(a)
Tenant shall have a one-time right of first offer to lease Suite C or Suite E within the Building that becomes available during the initial
Term of this Lease (the “Offer Space”) subject to the terms and conditions of this Article (a “Right of First Offer”).
(b)
During the initial Term (the “ROFO Period”) if Landlord believes that the Offer Space will become available for lease within
the following six (6) months, Landlord shall provide Tenant a first opportunity to lease the Offer Space by providing a notice indicating
the terms on which Landlord would be willing to lease the Offer Space (“Landlord’s First Offer Notice”). Tenant shall
have a period of twenty (20) days following receipt of Landlord’s First Offer Notice to give Landlord notice that Tenant will lease
the Offer Space on the identical terms and conditions set forth in Landlord’s First Offer Notice. If Tenant responds affirmatively,
then this Lease shall be amended to incorporate the terms included in Landlord’s First Offer Notice and the term with respect to
the Offer Space shall commence on the later of thirty (30) days after (i) the Offer Space becomes vacant; or (ii) Tenant’s acceptance
of Landlord’s First Offer Notice. Landlord’s First Offer Notice may only be accepted in whole, not in part. The term of the
lease for any Offer Space shall be co-terminous with the term of this Lease (including any renewal option).
[SIGNATURES
ARE ON THE FOLLOWING PAGE.]
HEREFORE,
Landlord and Tenant have respectively executed this Lease as of the date set forth by their respective signatures as below written.
LANDLORD: |
|
TENANT: |
Dewey
AL L.L.C. and Dewey MS L.L.C. |
|
Petvivo
Holdings, Inc. |
|
|
|
|
|
By:
|
/s/
Gena Janetka |
|
By:
|
/s/ John Lai |
Name:
|
Gena
Janetka |
|
Name:
|
John Lai |
Title:
|
Agent
for Owner Dewey MS L.L.C. |
|
Title:
|
CEO |
Date:
|
1/5/2023 |
|
Date:
|
1/10/2023 |
By: |
/s/
Joel Lavintman |
|
Name:
|
Joel
Lavintman |
|
Title:
|
Agent
for Owner Dewey AL L.L.C. |
|
Date: |
1/4/2023 |
|
EXHIBIT
23.1
Consent
of Independent Registered Public Accounting Firm
We
consent to the incorporation by reference in the following Registration Statements:
(1)
Registration Statement (Form S-8 No. 333-265717) of PetVivo Holdings, Inc.;
(2)
Registration Statement (Form S-8 No. 333-267931) of PetVivo Holdings, Inc.; and
(3)
Registration Statement (Form S-3 No. 333-264700) of PetVivo Holdings, Inc.
of
our report dated June 29, 2023, with respect to the consolidated financial statements of PetVivo Holdings, Inc. and it subsidiaries,
included in this Annual Report (Form 10-K) of PetVivo Holdings, Inc. for the year ended March 31, 2023.
/s/
Assurance Dimensions Inc. |
|
Assurance Dimensions |
|
Margate,
Fl
June
29, 2023
EXHIBIT
31.1
Certification
of Principal Executive Officer
Required
By Rule 13a-14(A) of the Securities Exchange Act of 1934, As Amended,
As
Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002
I,
John Lai, certify that:
1. |
I
have reviewed this annual report on Form 10-K of PetVivo Holdings, Inc.; |
|
|
2. |
Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to
the period covered by this report; |
|
|
3. |
Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in
this report; |
|
|
4. |
The
registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
(a) |
Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report is being prepared; |
|
|
|
|
(b) |
Designed
such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles; |
|
|
|
|
(c) |
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and |
|
|
|
|
(d) |
Disclosed
in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. |
The
registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or
persons performing the equivalent functions): |
|
(a) |
All
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and |
|
|
|
|
(b) |
Any
fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting. |
Date:
June 29, 2023 |
By: |
/s/
John Lai |
|
|
John Lai |
|
|
CEO, President, and Director |
|
|
(Principal Executive Officer) |
EXHIBIT 31.2
Certification of Principal Financial
Officer
Required By Rule 13a-14(A) of
the Securities Exchange Act of 1934, As Amended,
As Adopted Pursuant To Section
302 of the Sarbanes-Oxley Act of 2002
I, Robert J. Folkes, certify that:
1. |
I
have reviewed this annual report on Form 10-K of PetVivo Holdings, Inc.; |
|
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
|
4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
|
|
|
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
|
|
|
(c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
|
|
|
(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
|
|
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
June 29, 2023 |
By: |
/s/ Robert
J. Folkes |
|
|
Robert J. Folkes |
|
|
Chief Financial Officer |
|
|
(Principal Financial and Accounting Officer) |
EXHIBIT
32.1
Pursuant
to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section
906 of the Sarbanes-Oxley Act of 2002
In
connection with the Annual Report of PetVivo Holdings, Inc. a Nevada corporation (the “Company”) on Form 10- K for the year
ended March 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), John Lai, Principal
Executive Officer of the Company, certifies to the best of his knowledge, pursuant to 18 U.S.C. § 1350, as adopted pursuant to§
906 of the Sarbanes-Oxley Act of 2002, that:
|
(1) |
The Report fully complies
with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
|
|
|
(2) |
The information contained
in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
A
signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company
and furnished to the Securities and Exchange Commission or its staff upon request.
Date:
June 29, 2023 |
By: |
/s/
John Lai |
|
|
John Lai |
|
|
CEO, President, and Director |
|
|
(Principal Executive Officer) |
EXHIBIT 32.2
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to
Section 906 of the Sarbanes-Oxley Act
of 2002
In connection with
the Annual Report of PetVivo Holdings, Inc. a Nevada corporation (the “Company”) on Form 10- K for the year ended March 31,
2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Robert J. Folkes, Principal
Financial Officer of the Company, certifies to the best of his knowledge, pursuant to 18 U.S.C. § 1350, as adopted pursuant to§
906 of the Sarbanes-Oxley Act of 2002, that:
|
(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
|
|
|
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
A signed original
of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to
the Securities and Exchange Commission or its staff upon request.
Date: June 29,
2023 |
By: |
/s/ Robert
J. Folkes |
|
|
Robert J. Folkes |
|
|
Chief Financial Officer |
|
|
(Principal Financial and Accounting Officer) |
v3.23.2
Cover - USD ($)
|
12 Months Ended |
|
|
Mar. 31, 2023 |
Jun. 28, 2023 |
Sep. 30, 2022 |
Document Type |
10-K
|
|
|
Amendment Flag |
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|
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|
|
|
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|
|
|
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Mar. 31, 2023
|
|
|
Document Fiscal Period Focus |
FY
|
|
|
Document Fiscal Year Focus |
2023
|
|
|
Current Fiscal Year End Date |
--03-31
|
|
|
Entity File Number |
001-40715
|
|
|
Entity Registrant Name |
PetVivo
Holdings, Inc.
|
|
|
Entity Central Index Key |
0001512922
|
|
|
Entity Tax Identification Number |
99-0363559
|
|
|
Entity Incorporation, State or Country Code |
NV
|
|
|
Entity Address, Address Line One |
5251
Edina Industrial Blvd.
|
|
|
Entity Address, City or Town |
Edina
|
|
|
Entity Address, State or Province |
MN
|
|
|
Entity Address, Postal Zip Code |
55439
|
|
|
City Area Code |
(952)
|
|
|
Local Phone Number |
405-6216
|
|
|
Entity Well-known Seasoned Issuer |
No
|
|
|
Entity Voluntary Filers |
No
|
|
|
Entity Current Reporting Status |
Yes
|
|
|
Entity Interactive Data Current |
Yes
|
|
|
Entity Filer Category |
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|
|
|
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true
|
|
|
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true
|
|
|
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false
|
|
|
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false
|
|
|
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|
|
$ 14,379,312
|
Entity Common Stock, Shares Outstanding |
|
11,824,103
|
|
ICFR Auditor Attestation Flag |
false
|
|
|
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false
|
|
|
Auditor Name |
Assurance Dimensions Inc.
|
|
|
Auditor Firm ID |
5036
|
|
|
Auditor Location |
Margate, Florida
|
|
|
Common Shares [Member] |
|
|
|
Title of 12(b) Security |
Common
Stock
|
|
|
Trading Symbol |
PETV
|
|
|
Security Exchange Name |
NASDAQ
|
|
|
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|
|
|
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Warrants
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PETVW
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NASDAQ
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v3.23.2
Consolidated Balance Sheets - USD ($)
|
Mar. 31, 2023 |
Mar. 31, 2022 |
Current Assets |
|
|
Cash and cash equivalents |
$ 475,314
|
$ 6,106,827
|
Accounts receivable |
86,689
|
2,596
|
Inventory, net |
370,283
|
98,313
|
Prepaid expenses and other current assets |
491,694
|
547,664
|
Total Current Assets |
1,423,980
|
6,755,400
|
Property and Equipment, net |
630,852
|
311,549
|
Other Assets: |
|
|
Operating lease right-of-use |
317,981
|
299,101
|
Patents and trademarks, net |
38,649
|
48,452
|
Security deposit |
27,490
|
12,830
|
Total Other Assets |
384,120
|
360,383
|
Total Assets |
2,438,952
|
7,427,332
|
Current Liabilities |
|
|
Accounts payable |
588,713
|
323,384
|
Accrued expenses |
779,882
|
784,375
|
Operating lease liability – short term |
78,149
|
59,178
|
Note payable and accrued interest |
6,936
|
6,549
|
Total Current Liabilities |
1,453,680
|
1,173,486
|
Other Liabilities |
|
|
Note payable and accrued interest (net of current portion) |
20,415
|
27,201
|
Operating lease liability (net of current portion) |
239,832
|
239,923
|
Total Other Liabilities |
260,247
|
267,124
|
Total Liabilities |
1,713,927
|
1,440,610
|
Commitments and Contingencies (see Note 9) |
|
|
Stockholders’ Equity: |
|
|
Preferred stock, par value $0.001, 20,000,000 shares authorized, no shares issued and outstanding at March 31, 2023 and March 31, 2022 |
|
|
Common stock, par value $0.001, 250,000,000 shares authorized, 10,950,220 and 9,988,361 shares issued and outstanding at March 31, 2023 and March 31, 2022, respectively |
10,950
|
9,988
|
Common Stock to be Issued |
137,500
|
|
Additional Paid-In Capital |
72,420,604
|
69,103,155
|
Accumulated Deficit |
(71,844,029)
|
(63,126,421)
|
Total Stockholders’ Equity |
725,025
|
5,986,722
|
Total Liabilities and Stockholders’ Equity |
$ 2,438,952
|
$ 7,427,332
|
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v3.23.2
Consolidated Balance Sheets (Parenthetical) - $ / shares
|
Mar. 31, 2023 |
Mar. 31, 2022 |
Statement of Financial Position [Abstract] |
|
|
Preferred stock, par value |
$ 0.001
|
$ 0.001
|
Preferred stock, shares authorized |
20,000,000
|
20,000,000
|
Preferred stock, shares issued |
0
|
0
|
Preferred stock, shares outstanding |
0
|
0
|
Common stock, par value |
$ 0.001
|
$ 0.001
|
Common stock, shares authorized |
250,000,000
|
250,000,000
|
Common stock, shares issued |
10,950,220
|
9,988,361
|
Common stock, shares outstanding |
10,950,220
|
9,988,361
|
X |
- DefinitionFace amount or stated value per share of common stock.
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v3.23.2
Consolidated Statements of Operations - USD ($)
|
12 Months Ended |
Mar. 31, 2023 |
Mar. 31, 2022 |
Income Statement [Abstract] |
|
|
Revenues |
$ 917,162
|
$ 115,586
|
Cost of Sales |
526,817
|
201,154
|
Gross Profit (Loss) |
390,345
|
(85,568)
|
Operating Expenses: |
|
|
Sales and Marketing |
3,410,277
|
1,347,585
|
Research and Development |
690,577
|
474,881
|
General and Administrative |
5,022,943
|
3,148,494
|
Total Operating Expenses |
9,123,797
|
4,970,960
|
Operating Loss |
(8,733,452)
|
(5,056,528)
|
Other Income |
|
|
Forgiveness of PPP loan and Accrued Interest |
|
31,680
|
Interest Income |
15,844
|
9,853
|
Total Other Income |
15,844
|
41,533
|
Net Loss before taxes |
(8,717,608)
|
(5,014,995)
|
Income Tax Provision |
|
|
Net Loss |
$ (8,717,608)
|
$ (5,014,995)
|
Net Loss Per Share: |
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v3.23.2
Consolidated Statements of Changes in Stockholders' Equity - USD ($)
|
Common Stock [Member] |
Additional Paid-in Capital [Member] |
Retained Earnings [Member] |
Common Stock To Be Issued [Member] |
Total |
Balance at Mar. 31, 2021 |
$ 6,799
|
$ 57,207,648
|
$ (58,111,426)
|
|
$ (896,979)
|
Balance, shares at Mar. 31, 2021 |
6,799,113
|
|
|
|
|
Common stock sold |
$ 2,560
|
5,309,069
|
|
|
5,311,629
|
Common stock sold, shares |
2,560,014
|
|
|
|
|
Cash paid to exercise warrants |
$ 6
|
42,025
|
|
|
42,031
|
Cash paid to exercise warrants, shares |
6,094
|
|
|
|
|
Stock issued for services |
$ 126
|
524,104
|
|
|
524,230
|
Stock issued for services, shares |
126,194
|
|
|
|
|
Stock-based compensation |
|
702,896
|
|
|
702,896
|
Vesting of restricted stock units |
$ 173
|
(173)
|
|
|
|
Vesting of restricted stock units, shares |
172,824
|
|
|
|
|
Net loss |
|
|
(5,014,995)
|
|
(5,014,995)
|
Warrants sold |
|
4,889,252
|
|
|
4,889,252
|
Cashless warrant exercise |
$ 200
|
(200)
|
|
|
|
Cashless warrant exercises, shares |
200,044
|
|
|
|
|
Stock issued for debt conversion |
$ 80
|
232,578
|
|
|
232,658
|
Stock issued for debt conversion, shares |
80,522
|
|
|
|
|
Stock granted for debt conversion |
$ 44
|
195,956
|
|
|
196,000
|
Stock and warrants granted for debt conversion, shares |
43,556
|
|
|
|
|
Balance at Mar. 31, 2022 |
$ 9,988
|
69,103,155
|
(63,126,421)
|
|
5,986,722
|
Balance, shares at Mar. 31, 2022 |
9,988,361
|
|
|
|
|
Common stock sold |
$ 610
|
1,388,635
|
|
|
1,389,245
|
Common stock sold, shares |
610,011
|
|
|
|
|
Cash paid to exercise warrants |
$ 49
|
66,509
|
|
|
66,558
|
Cash paid to exercise warrants, shares |
48,664
|
|
|
|
|
Stock issued for services |
$ 126
|
399,714
|
|
|
399,840
|
Stock issued for services, shares |
126,000
|
|
|
|
|
Stock-based compensation |
|
1,462,768
|
|
|
1,462,768
|
Vesting of restricted stock units |
$ 177
|
(177)
|
|
|
|
Vesting of restricted stock units, shares |
177,184
|
|
|
|
|
Common stock subscribed |
|
|
|
137,500
|
137,500
|
Net loss |
|
|
(8,717,608)
|
|
(8,717,608)
|
Balance at Mar. 31, 2023 |
$ 10,950
|
$ 72,420,604
|
$ (71,844,029)
|
$ 137,500
|
$ 725,025
|
Balance, shares at Mar. 31, 2023 |
10,950,220
|
|
|
|
|
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v3.23.2
Consolidated Statements of Cash Flows - USD ($)
|
12 Months Ended |
Mar. 31, 2023 |
Mar. 31, 2022 |
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
Net Loss |
$ (8,717,608)
|
$ (5,014,995)
|
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: |
|
|
Stock-based compensation |
1,462,768
|
702,896
|
Stock issued for services |
|
84,130
|
Investor relations services paid in stock |
507,600
|
220,050
|
Depreciation and amortization |
114,434
|
65,153
|
Forgiveness of PPP loan and accrued interest |
|
(31,680)
|
Changes in Operating Assets and Liabilities |
|
|
Increase in prepaid expenses and other current assets |
(66,450)
|
(208,668)
|
Increase in accounts receivable |
(84,093)
|
(2,596)
|
Increase in inventory |
(271,970)
|
(98,313)
|
Interest accrued on convertible notes payable |
|
(3,013)
|
Interest accrued on notes payable - related party |
|
4,013
|
Increase in accounts payable and accrued expenses |
260,836
|
144,874
|
Decrease in accrued expenses - related party |
|
(36,808)
|
Net Cash Used In Operating Activities |
(6,794,483)
|
(4,174,957)
|
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
Purchase of equipment |
(423,934)
|
(154,030)
|
Disbursements for patents and trademarks |
|
(29,154)
|
Net Cash Used in Investing Activities |
(423,934)
|
(183,184)
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
Proceeds from stock and warrants sold |
1,389,245
|
10,200,881
|
Proceeds from exercise of warrants |
66,558
|
42,031
|
Proceeds from common stock to be issued |
137,500
|
|
Decrease in deferred offering costs |
|
280,163
|
Repayments of notes payable |
(6,399)
|
(5,778)
|
Repayments of PPP loan |
|
(7,340)
|
Repayments of notes payable - related party |
|
(48,267)
|
Repayments of notes payable – directors |
|
(20,300)
|
Net Cash Provided by Financing Activities |
1,586,904
|
10,441,390
|
Net (Decrease) Increase in Cash |
(5,631,513)
|
6,083,249
|
Cash at Beginning of Year |
6,106,827
|
23,578
|
Cash at End of Year |
475,314
|
6,106,827
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |
|
|
Interest |
2,842
|
9,642
|
SUPPLEMENTAL DISCLOSURE ON NON-CASH FINANCING AND INVESTING ACTIVITIES |
|
|
Stock granted for debt conversion |
|
232,658
|
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|
196,000
|
Stock granted for investor relations services recorded as a prepaid asset |
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|
220,050
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$ 167,924
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v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
|
12 Months Ended |
Mar. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION |
NOTE
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
(A)
Organization and Description
The
Company is in the business of licensing and commercializing our proprietary medical devices and biomaterials for the treatment and/or
management of afflictions and diseases in animals, initially for dogs and horses. The Company began commercialization of its lead product
Spryng™ with OsteoCushion™ Technology, a veterinarian-administered, intraarticular injection for the management of lameness
and other joint afflictions such osteoarthritis in dogs and horses, in September 2021. The Company has a pipeline of additional products
for the treatment of animals in various stages of development. A portfolio of nineteen patents protects the Company’s biomaterials,
products, production processes and methods of use. The Company’s operations are conducted from its headquarter facilities in suburban
Minneapolis, Minnesota.
(B)
Basis of Presentation
PetVivo
Holdings, Inc. (the “Company”) was incorporated in Nevada under a former name in 2009 and entered its current business in
2014 through a stock exchange reverse merger with PetVivo, Inc., a Minnesota corporation. This merger resulted in PetVivo, Inc. becoming
a wholly-owned subsidiary of the Company. In April 2017, the Company acquired another Minnesota corporation, Gel-Del Technologies, Inc.,
through a statutory merger, which is also a wholly-owned subsidiary of the Company.
(C)
Principles of Consolidation
The
accompanying consolidated financial statements include the accounts of the Company and its two wholly-owned Minnesota corporations, Gel-Del
Technologies, Inc. and PetVivo, Inc. All intercompany accounts have been eliminated upon consolidation.
(D)
Use of Estimates
In
preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates
and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at
the date of the financial statements and revenues and expenses during the reporting period. Actual results could differ from those estimates.
Significant estimates include collectability of accounts receivable, inventory obsolescence, estimated useful lives and potential impairment
of property and equipment and intangibles, estimate of fair value of share-based payments, distributor rebate payable, provision for
product returns, right of use lease assets and liabilities, and valuation of deferred tax assets.
(E)
Cash and Cash Equivalents
The
Company considers all highly-liquid, temporary cash investments with an original maturity of three months or less to be cash equivalents.
The Company had no cash equivalents at March 31, 2023.
(F)
Concentration Risk
The
Company maintains its cash with various financial institutions, which at times may exceed federally insured limits. At March 31, 2023
and 2022, the Company did have cash balances in excess of the federally insured limits.
(G)
Accounts Receivable
Accounts
receivable consists primarily of amounts due from a distributor (see revenue recognition). Accounts receivable is recorded based on management’s
assessment of the expected consideration to be received, based on a detailed review of historical collections. Management relies on the
results of the assessment, which includes payment history of the applicable payer as a primary source of information in estimating the
collectability of our accounts receivable. We update our assessment on a quarterly basis, which to date has not resulted in any material
adjustments to the valuation of our accounts receivable. We believe the assessment provides reasonable estimates of our accounts receivable
valuation, and therefore we believe that substantially all accounts receivable are fully collectible.
(H)
Inventory
Inventories
are recorded in accordance with Accounting Standards Codification (“ASC”) 330, Inventory, and are stated at the lower of
cost or net realizable value. We account for inventories using the first in first out (FIFO) methodology. Provisions for inventory obsolescence
are charged to Cost of Sales. There were no provisions for inventory obsolescence for the years ended March 2023 and 2022.
(I)
Property & Equipment
Property
and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged
to operations as incurred. Depreciation is computed by the straight-line method (after considering their respective estimated residual
values) over the assets estimated useful life of 3 to 5 years for production and computer equipment and furniture and 5 to 7 years for
leasehold improvements.
(J)
Patents and Trademarks
The
Company capitalizes direct costs for the maintenance and advancement of its patents and trademarks and amortizes these costs over the
lesser of the useful life of 60 months or the life of the patent. We evaluate the recoverability of intangible assets periodically by
considering events or circumstances that may warrant revised estimates of useful lives or that indicate the asset may be impaired.
(K)
Loss Per Share
Basic
loss per share is computed by dividing net loss by weighted average number of shares of common stock outstanding during each period.
Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents
and potentially dilutive securities outstanding during the period.
The
Company had 3,562,817 warrants outstanding as of March 31, 2023, with varying exercise prices ranging from $1.20 to $5.63 per share.
The weighted average exercise price for these warrants is $5.05 per share. These warrants are excluded from the weighted average number
of shares because they are considered anti-dilutive.
The
Company had 256,804 restricted stock units outstanding as of March 31, 2023, which are excluded from the weighted average number of shares
because they are considered anti-dilutive.
The
Company had 884,849 stock options outstanding as of March 31, 2023, with varying exercise prices ranging from $1.39 to $2.79 per share.
The weighted average exercise price for these stock options is $2.19 per share. These stock options are excluded from the weighted average
number of shares because they are considered anti-dilutive.
The
Company had 3,754,484 warrants outstanding as of March 31, 2022, with varying exercise prices ranging from $1.20 to $6.67 per share.
The weighted average exercise price for these warrants was $4.95 per share. These warrants were excluded from the weighted average number
of shares because they are considered anti-dilutive.
The
Company had 372,668 restricted stock units outstanding as of March 31, 2022, which were excluded from the weighted average number of
shares because they are considered anti-dilutive.
The
Company had 195,000 stock options outstanding as of March 31, 2022, with varying exercise prices ranging from $1.39 to $1.99 per share.
The weighted average exercise price for these options was $1.56 per share. These options were excluded from the weighted average number
of shares because they are considered anti-dilutive.
The
Company uses the guidance in ASC 260 to determine if-converted loss per share. ASC 260 states that convertible securities should be considered
exercised on the latter of the first day of the reporting period’s quarter or the inception date of the debt instrument. Also,
the if-converted method shall not be applied for the purposes of computing diluted EPS if the effect would be anti-dilutive.
(L)
Revenue Recognition
The
Company recognizes revenue in accordance with ASC 606 “Revenue from Contracts with Customers.”
The
Company derives revenue from the sale of its pet care products directly to its veterinarian customers in the United States. The Company
recognizes revenue when performance obligations under the terms of a contract with the veterinarian customer are satisfied. Product sales
occur once control or title is transferred based on the commercial terms. Revenue is recognized upon delivery to the customer, which
is when control of these products is transferred and in an amount that reflects the consideration the Company expects to receive for
these products. Shipping costs charged to customers are reported as an offset to the respective shipping costs. The Company does not
have any significant financing components as payment is received at or shortly after the point of sale.
The
Company entered into a Distribution Services Agreement (the “Agreement”) with MWI Veterinary Supply Co. (the “Distributor”)
on June 17, 2022. Contracts with the Distributor are evidenced by individual executed purchase orders subject to the terms of the Agreement.
The contracts consist of a single performance obligation related to the sale of our pet care products. Product sales occur once control
or title is transferred based on the commercial terms in the Agreement. Revenue is recognized upon delivery to the Distributor; payment
is due within 60 days. The Agreement provides for a distribution fee payable to the Distributor equal to 5% of gross monthly sales payable
in 45 days; the distribution fee is netted against revenue. The Agreement provides for a rebate payable to the Distributor based on annual
sales volume that is retroactively applied. The rebate is estimated under the expected value method and is netted against revenue. Sales
are subject to various right of return provisions; the Company uses an expected value method to estimate returns and has determined that
any returns would be immaterial as of March 31, 2023. As a result, there is no refund liability recorded. Shipping and handling costs
are a fulfillment activity and are reported as cost of sales.
For
the year ended March 31, 2023, the Company recognized revenue from product sales under the Agreement of $636,345. This represents 69%
of total revenues for the year ended March 31, 2023.
Assets
and liabilities (included in accrued expenses) under the Agreement were as follows at March 31, 2023:
SCHEDULE
OF RECOGNIZED REVENUE ASSETS AND LIABILITIES
| |
| | |
Accounts receivable | |
$ | 81,510 | |
Rebate liability | |
$ | 28,000 | |
Distribution fee payable | |
$ | 5,187 | |
(M)
Research and Development
The
Company expenses research and development costs as incurred.
(N)
Fair Value of Financial Instruments
The
Company applies the accounting guidance under ASC 820-10, “Fair Value Measurements”, as well as certain related Financial
Accounting Standards Board (“FASB”) staff positions. This guidance defines fair value as the price that would be received
from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers
the principal or most advantageous market in which it would transact business and considers assumptions that marketplace participants
would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance.
The
guidance also establishes a fair value hierarchy for measurements of fair value as follows:
|
● |
Level
1 - quoted market prices in active markets for identical assets or liabilities. |
|
|
|
|
● |
Level
2 - inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar
assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs
that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. |
|
|
|
|
● |
Level
3 - unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets
or liabilities. |
The
Company’s financial instruments consist of accounts receivable, accounts payable, accrued expenses and note payable and accrued
interest. The carrying amount of the Company’s financial instruments approximates their fair value as of March 31, 2023 and 2022
due to the short-term nature of these instruments and the Company’s borrowing rate of interest.
In
instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy,
the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is
significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to
the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The valuation
of the Company’s note payable recorded at fair value is determined using Level 3 inputs, which consider (i) time value, (ii) current
market and (iii) contractual prices.
The
Company had no assets and liabilities measured at fair value on a recurring basis on March 31, 2023 and 2022.
(O)
Stock-Based Compensation - Non-Employees
Equity
Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services
The
Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under the guidance of
ASC 505-50.
Pursuant
to ASC 505-50-30, all transactions in which goods or services are the consideration received for the issuance of equity instruments are
accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more
reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the date of grant.
The
fair value of stock options and similar instruments is estimated on the date of grant using a Black-Scholes option-pricing valuation
model. The ranges of assumptions for inputs are as follows:
|
●
|
Expected
term of stock options and similar instruments: Pursuant to ASC Paragraph 718-10-50-2(f)(2)(i), the expected term of stock options
and similar instruments represents the period of time the stock options and similar instruments are expected to be outstanding taking
into consideration the contractual term of the instruments and the holder’s expected exercise behavior into the fair value
(or calculated value) of the instruments. The Company uses historical data to estimate the holder’s expected exercise behavior. |
|
|
|
|
●
|
Expected
volatility of the entity’s shares and the method used to estimate it. Pursuant to ASC
Paragraph 718-10-50-2(f)(2)(ii), a thinly traded or nonpublic entity that uses the calculated
value method shall disclose the reasons why it is not practicable for the Company to estimate
the expected volatility of its stock price, the appropriate industry sector index that it
has selected, the reasons for selecting that particular index, and how it has calculated
historical volatility using that index. The Company uses its average historical volatility
over the expected contractual life of the stock options or similar instruments as its expected
volatility.
|
|
●
|
Expected
annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term
shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based
on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term
of the stock options and similar instruments. |
|
|
|
|
●
|
Risk-free
rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The
risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected
term of the stock options and similar instruments. |
Pursuant
to ASC Paragraphs 505-50-25-8 and 505-50-25-9, an entity may grant fully vested, non-forfeitable equity instruments that are exercisable
by the grantee only after a specified period of time or if the terms of the agreement provide for earlier exercisability if the grantee
achieves specified performance conditions. Any measured cost of the transaction shall be recognized in the same period(s) and in the
same manner as if the entity had paid cash for the goods or services or used cash rebates as a sales discount instead of paying with,
or using, the equity instruments. A recognized asset, expense, or sales discount shall not be reversed if a share option and similar
instrument that the counterparty has the right to exercise expires unexercised.
(P)
Stock-Based Compensation
Stock
options are valued using the Black-Scholes option-pricing model. The Black-Scholes valuation model require the input of highly subjective
assumptions. The assumptions include the expected term of the option, the expected volatility of the price of our common stock, expected
dividend yield and the risk-free interest rate. These estimates involve inherent uncertainties and the significant application of management’s
judgment. If factors change and different assumptions are used, our stock-based compensation expense could be materially different in
the future. We recognize compensation expense for these options on a straight-line basis over the requisite service period (see Note
11 – “Stockholders’ Equity”).
(Q)
Income Taxes
The
Company accounts for income taxes under ASC 740. Deferred tax assets and liabilities are determined based upon differences between financial
reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the
differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a
deferred tax asset will not be realized.
As
required by ASC 450, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant
tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not
threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of
being realized upon ultimate settlement with the relevant tax authority.
The
Company is not currently under examination by any federal or state jurisdiction.
The
Company’s policy is to record tax-related interest and penalties as a component of operating expenses.
(R)
Recent Accounting Pronouncements
The
Company has reviewed the FASB issued ASU accounting pronouncements and interpretations thereof that have effectiveness dates during the
periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted
accounting principles and does not believe that any new or modified principles will have a material impact on the Company’s reported
financial position or operations in the near term. The applicability of any standard is subject to the formal review of the Company’s
financial management.
In
August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging
- Contracts in Entity’s Own Equity (Subtopic 815-40) - Accounting for Convertible Instruments and Contracts on an Entity’s
Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP.
Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded
conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative
scope exception, which will permit more equity contracts to qualify for the exceptions. The ASU also simplifies the diluted net income
per share calculation in certain areas. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim
periods within those fiscal years, and early adoption is permitted. The Company is currently evaluating the impact of the adoption of
the standard on the consolidated financial statements.
In
June 2016, the FASB issued ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial
Instruments,” which replaces the existing “incurred loss” model for recognizing credit losses with an “expected
loss” model referred to as the CECL model. Under the CECL model, the Company is required to present certain financial assets carried
at amortized cost, such as insurance premium finance loans held for investment, at the net amount expected to be collected. The measurement
of expected credit losses is based on information about past events, including historical experience, current conditions, and reasonable
and supportable forecasts that affect the collectability of the reported amount. The Company is currently evaluating the impact of the
adoption of the standard on the consolidated financial statements and plans to adopt this standard in the first fiscal quarter of 2024.
All
other newly issued, but not yet effective, accounting pronouncements have been deemed either immaterial or not applicable.
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v3.23.2
INVENTORY
|
12 Months Ended |
Mar. 31, 2023 |
Inventory Disclosure [Abstract] |
|
INVENTORY |
NOTE
2 – INVENTORY
As
of March 31, 2023 and 2022, the Company had inventory of $370,283 and $98,313 respectively.
The
inventory components are as follows:
SCHEDULE OF INVENTORY
| |
March
31, 2023 | | |
March
31, 2022 | |
Finished goods | |
$ | 13,159 | | |
$ | 11,889 | |
Work in process | |
| 53,398 | | |
| 22,960 | |
Raw materials | |
| 303,726 | | |
| 63,464 | |
Total
Net | |
$ | 370,283 | | |
$ | 98,313 | |
|
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v3.23.2
PREPAID EXPENSES AND OTHER CURRENT ASSETS
|
12 Months Ended |
Mar. 31, 2023 |
Prepaid Expenses And Other Current Assets |
|
PREPAID EXPENSES AND OTHER CURRENT ASSETS |
NOTE
3 – PREPAID EXPENSES AND OTHER CURRENT ASSETS
As
of March 31, 2023, the Company had $491,694 in prepaid expenses and other current assets consisting primarily of $115,000 in investor
relations services, $130,000 in insurance costs, $63,000 in Nasdaq and FINRA fees, $56,000 in board compensation, $42,000 in tradeshows,
$42,000 in supplier advance, and $19,000 in software subscription fees.
As
of March 31, 2022, the Company had $547,664 in prepaid expenses and other current assets consisting primarily of $220,000 in investor
relations services, $148,000 in insurance costs, $71,000 in clinical studies, $46,000 in tradeshows and $45,000 in Nasdaq fees.
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v3.23.2
PROPERTY AND EQUIPMENT
|
12 Months Ended |
Mar. 31, 2023 |
Property, Plant and Equipment [Abstract] |
|
PROPERTY AND EQUIPMENT |
NOTE
4 –PROPERTY AND EQUIPMENT
The
components of property and equipment were as follows:
SCHEDULE OF PROPERTY AND EQUIPMENT
| |
March
31, 2023 | | |
March
31, 2022 | |
Leasehold improvements | |
$ | 216,159 | | |
$ | 216,159 | |
Production equipment | |
| 577,067 | | |
| 197,967 | |
R&D equipment | |
| 25,184 | | |
| 25,184 | |
Computer equipment
and furniture | |
| 121,732 | | |
| 76,898 | |
Total, at cost | |
| 940,142 | | |
| 516,208 | |
Accumulated depreciation | |
| (309,290 | ) | |
| (204,659 | ) |
Total
Net | |
$ | 630,852 | | |
$ | 311,549 | |
During
the year ended March 31, 2023 and 2022, depreciation expense was $104,631 and $56,519, respectively.
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v3.23.2
PATENTS AND TRADEMARKS
|
12 Months Ended |
Mar. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] |
|
PATENTS AND TRADEMARKS |
NOTE
5 – PATENTS AND TRADEMARKS
The
components of patents and trademarks, all of which are finite-lived, were as follows:
SCHEDULE OF COMPONENTS OF PATENTS
AND TRADEMARKS
| |
March
31, 2023 | | |
March
31, 2022 | |
Patents | |
$ | 3,870,057 | | |
$ | 3,870,057 | |
Trademarks | |
| 26,142 | | |
| 26,142 | |
Total at cost | |
| 3,896,199 | | |
| 3,896,199 | |
Accumulated Amortization | |
| (3,857,550 | ) | |
| (3,847,747 | ) |
Total
net | |
$ | 38,649 | | |
$ | 48,452 | |
During
the year ended March 31, 2023 and 2022, amortization expenses was $9,803 and $8,634, respectively.
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v3.23.2
ACCRUED EXPENSES
|
12 Months Ended |
Mar. 31, 2023 |
Payables and Accruals [Abstract] |
|
ACCRUED EXPENSES |
NOTE
6 – ACCRUED EXPENSES
The
components of accrued expenses were as follows:
SCHEDULE OF COMPONENTS OF ACCRUED EXPENSES
| |
March
31, 2023 | | |
March
31, 2022 | |
Accrued payroll and related
taxes | |
$ | 258,978 | | |
$ | 433,926 | |
Accrued expenses | |
| 188,666 | | |
| 18,211 | |
Accrued lease termination
expense | |
| 332,238 | | |
| 332,238 | |
Total | |
$ | 779,882 | | |
$ | 784,375 | |
Pursuant
to a lease wherein our subsidiary, Gel-Del Technologies, Inc., was the lessee until and through the lease’s termination in fiscal
year 2018, the Company had recorded approximately $332,000 as a potential payable to the lessor. This liability remains outstanding as
of March 31, 2023 and 2022 and is included in accrued expenses.
|
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v3.23.2
NOTE PAYABLE
|
12 Months Ended |
Mar. 31, 2023 |
Debt Disclosure [Abstract] |
|
NOTE PAYABLE |
NOTE
7 – NOTE PAYABLE
In
January 2020, the Company entered into a lease amendment for our corporate office facility whereby the lease term was extended through
November of 2026 in exchange for a loan of $42,500. The note payable accrues interest at a rate of 6% per annum. At March 31, 2023 and
2022, the amount outstanding on the note was $27,351 and $33,750, respectively. At March 31, 2023, the Company classified $6,936 as a
current liability and $20,415 in other liabilities. At March 31, 2022, the Company classified $6,549 as a current liability and $27,201
in other liabilities.
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v3.23.2
RETIREMENT PLAN
|
12 Months Ended |
Mar. 31, 2023 |
Retirement Benefits [Abstract] |
|
RETIREMENT PLAN |
NOTE
8 – RETIREMENT PLAN
In
February 2021, the Company established a 401(k) retirement plan for its employees in which eligible employees can contribute a percentage
of their compensation. The Company may also make discretionary contributions. For the years ended March 31, 2023 and 2022, the Company
made contributions to the plan of $35,266 and $8,000, respectively.
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v3.23.2
COMMITMENTS AND CONTINGENCIES
|
12 Months Ended |
Mar. 31, 2023 |
Commitments and Contingencies Disclosure [Abstract] |
|
COMMITMENTS AND CONTINGENCIES |
NOTE
9 – COMMITMENTS AND CONTINGENCIES
Lease
Obligations
We
lease property and equipment under operating leases, typically with terms greater than 12 months, and determine if an arrangement contains
a lease at inception. In general, an arrangement contains a lease if there is an identified asset and we have the right to direct the
use of and obtain substantially all of the economic benefit from the use of the identified asset. We record an operating lease liability
at the present value of lease payments over the lease term on the commencement date. The related right of use (‘‘ROU”)
operating lease asset reflects rental escalation clauses, as well as renewal options and/or termination options. The exercise of lease
renewal and/or termination options are at our discretion and are included in the determination of the lease term and lease payment obligations
when it is deemed reasonably certain that the option will be exercised. When available, we use the rate implicit in the lease to discount
lease payments to present value; however, certain leases do not provide a readily determinable implicit rate. Therefore, we must estimate
our incremental borrowing rate to discount the lease payments based on information available at lease commencement.
We
classify our leases as buildings, vehicles or computer and office equipment and do not separate lease and nonlease components of contracts
for any of the aforementioned classifications. In accordance with applicable guidance, we do not record leases with terms that are less
than one year on the Consolidated Balance Sheets.
None
of our lease agreements contain material restrictive covenants or residual value guarantees.
Buildings
The
Company entered into an eighty-four month lease for 3,577 square feet of newly constructed office, laboratory and warehouse space located
in Edina, Minnesota in May 2017. The base rent has annual increases of 2% and the Company is responsible for its proportional share of
common space expenses, property taxes, and building insurance. This lease is terminable by the landlord if damage causes the property
to no longer be utilized as an integrated whole and by the Company if damage causes the facility to be unusable for a period of 45 days.
In January 2020, the Company entered into a lease amendment to extend the lease term through November of 2026 in exchange for receipt
of a loan of $42,500 recorded to note payable. The monthly base rent as of March 31, 2023 and 2022 was $2,294 and $2,205, respectively.
The
Company entered into a sixty-three month lease for 2,400 square feet of office space located in Edina, Minnesota in January 2022. This
lease will expire in March 2027. The base rent has annual increases of 2.5% and the Company is responsible for its proportional share
of common space expenses, property taxes, and building insurance. The monthly base rent as of March 31, 2023 and 2022 was $2,673.
On
January 10, 2023, the Company entered into a new lease agreement for approximately 14,000 square feet of production and warehouse space
with a commencement date of April 1, 2023, which is when the control and right of use for this lease asset will take place. The initial
monthly base rent is $8,420 and has annual increases of 2.5%. The Company is also responsible for its proportional share of common space
expenses, property taxes, and building insurance. The lease will terminate on June 30, 2033 and the Company has a renewal option for
a period of five years.
Vehicles
We
leased vehicles for certain members of our field sales organization in the year ended March 31, 2023, under a vehicle fleet program whereby
the noncancelable lease is for a term of 48 months. The Company recognized an operating lease right-to-use asset of $88,013 and corresponding
and equal operating lease liability for the lessee. As of March 31, 2023, in addition to monthly rental fees specific to the vehicles,
there are fixed monthly nonlease components that have been included in the ROU operating lease assets and operating lease liabilities.
The nonlease components are not significant.
Operating
lease expense for the years ended March 31, 2023 and March 31, 2022 was $147,802 and $81,816, respectively.
The
following is a maturity analysis of the annual undiscounted cash flows of the operating lease liabilities as of March 31, 2023:
SCHEDULE OF ANNUAL UNDISCOUNTED
OPERATING LEASE LIABILITY
| |
| | |
2024 | |
$ | 86,390 | |
2025 | |
| 87,766 | |
2026 | |
| 89,174 | |
2027 | |
| 63,215 | |
Total | |
| 326,545 | |
Amount representing
interest | |
| (8,564 | ) |
Total | |
$ | 317,981 | |
In
compliance with ASC 842, the Company recognized, based on the extended lease terms to June 2026, November 2026, and March 2027, a treasury
rate of 0.12%, 0.40%, and 7.6% respectively, an operating lease right-to-use asset for approximately $445,500 and corresponding and equal
operating lease liabilities for the leases. As of March 31, 2023, the present value of future base rent lease payments based on the remaining
lease terms and weighted average discount rate of approximately 3.7 years and 0.28%, respectively, are as follows:
SCHEDULE OF BASE RENT LEASE PAYMENTS
| |
| | |
Present value of future base
rent lease payments | |
$ | 317,981 | |
Base rent payments
included in prepaid expenses | |
| - | |
Present value of
future base rent lease payments – net | |
$ | 317,981 | |
As
of March 31, 2023, the present value of future base rent lease payments – net is classified between current and non-current assets
and liabilities as follows:
SCHEDULE OF LEASE CURRENT AND
NON-CURRENT ASSETS AND LIABILITIES
| |
| | |
Operating
lease right-of-use asset | |
$ | 317,981 | |
Total operating lease
assets | |
$ | 317,981 | |
| |
| | |
Operating lease-current liability | |
$ | 78,149 | |
Operating lease-other
liability | |
$ | 239,832 | |
Total operating lease
liabilities | |
$ | 317,981 | |
Employment
Agreements
The
Company has employment agreements with its executive officers. As of March 31, 2023, these agreements contain severance benefits ranging
from one month to six months if terminated without cause.
Legal
Proceedings
David
Masters, a former employee, board member, and consultant to the Company, has threatened to file suit against the Company to recover in
excess of $2 million. Masters’ threatened litigation relates to allegations that the Company promised him additional compensation,
shares, warrants, and future employment while he was associated with the Company. The Company mediated these claims with Masters in 2022
and executed a mediated settlement agreement resolving these claims for a one-time payment of $180,000, to be effective upon execution
of a long form agreement containing this and other settlement terms. The parties appointed the mediator as arbitrator to resolve any
disputes arising during the drafting of the long form agreement on commercially reasonable terms. In early 2023, Masters commenced arbitration
to have certain terms in the long form agreement decided. The arbitrator issued an award setting the final terms of the agreement. Soon
thereafter, Masters refused to execute the long form agreement set by the arbitrator; terminated the law firm representing him in the
mediation, negotiations, and arbitration; suggested that the arbitration award was tainted by a conflict of interest; and threatened
the claims set forth above. The Company believes that Master’s claims are without merit and does not believe that this matter will
have a material impact on its financial position or results of operations.
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- DefinitionThe entire disclosure for commitments and contingencies.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 440 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482648/440-10-50-4
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v3.23.2
GOING CONCERN
|
12 Months Ended |
Mar. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
GOING CONCERN |
NOTE
10 - GOING CONCERN
The
accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States
of America, which contemplate continuation of the Company as a going concern.
The
Company incurred net losses of $8,717,608 for the year ended March 31, 2023, had net cash used in operating activities of $6,794,483
for the same period and has an accumulated deficit of $71,844,029 on March 31, 2023. These conditions raise substantial doubt about the
Company’s ability to continue as a going concern for a period of at least twelve months after the date of issuance of these financial
statements. In view of these matters, the Company’s ability to continue as a going concern is dependent upon the Company’s
ability to achieve a level of profitability and/or to obtain adequate financing through the issuance of debt or equity in order to finance
its operations.
The
Company sold shares of its common stock in April 2023 (see Note 13) and management intends to raise additional funds through the offering
of its equity securities. Management believes that the actions presently being taken to further implement its business plan will enable
the Company to continue as a going concern. While the Company believes in its ability to raise additional funds, there can be no assurances
to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement
its business plan and raise additional funds.
These
financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
|
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- DefinitionThe entire disclosure when substantial doubt is raised about the ability to continue as a going concern. Includes, but is not limited to, principal conditions or events that raised substantial doubt about the ability to continue as a going concern, management's evaluation of the significance of those conditions or events in relation to the ability to meet its obligations, and management's plans that alleviated or are intended to mitigate the conditions or events that raise substantial doubt about the ability to continue as a going concern.
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v3.23.2
STOCKHOLDERS’ EQUITY
|
12 Months Ended |
Mar. 31, 2023 |
Equity [Abstract] |
|
STOCKHOLDERS’ EQUITY |
NOTE
11 – STOCKHOLDERS’ EQUITY
Equity
Incentive Plan
On
July 10, 2020, our Board of Directors unanimously approved the PetVivo Holdings, Inc. 2020 Equity Incentive Plan (the “2020 Plan”),
which authorized the issuance of up to 1,000,000 shares of our common stock as awards under the 2020 Plan, subject to approval by our
stockholders at the Annual Meeting of Stockholders held on September 22, 2020, when it was approved by our stockholders and became effective.
On October 14, 2022, the stockholders of the Company approved the PetVivo Holdings, Inc. Amended and Restated 2020 Equity Incentive Plan
(the “Amended Plan”), which increased the number of shares of the Company’s common stock which may be granted under
the Amended Plan from 1,000,000 to 3,000,000. Unless sooner terminated by the Board, the Amended Plan will terminate at midnight on July
10, 2030. The number of shares available to grant under the Amended Plan was 1,483,474 at March 31, 2023.
Employees,
consultants, and advisors of the Company (or any subsidiary), and non-employee directors of the Company will be eligible to receive awards
under the Amended Plan. In the case of consultants and advisors, however, their services cannot be in connection with the offer and sale
of securities in a capital-raising transaction nor directly or indirectly to promote or maintain a market for PetVivo common stock.
The
Amended Plan is administered by the Compensation Committee of our Board of Directors (the “Committee”), which has full power
and authority to determine when and to whom awards will be granted, and the type, amount, form of payment, any deferral payment, and
other terms and conditions of each award. Subject to provisions of the Amended Plan, the Committee may amend or waive the terms and conditions,
or accelerate the exercisability, of an outstanding award. The Committee also has the authority to interpret and establish rules and
regulations for the administration of the Amended Plan. In addition, the Board of Directors may also exercise the powers of the Committee.
The
aggregate number of shares of PetVivo common stock available and reserved to be issued under the Amended Plan is 3,000,000 shares, but
includes the following limits:
|
●
|
the
maximum aggregate number of shares of Common Stock granted as an Award to any Non-Employee Director in any one Plan Year will be
10,000 shares; provided that such limit will not apply to any election of a Non-Employee Director to receive shares of Common Stock
in lieu of all or a portion of any annual Board, committee chair or other retainer, or any meeting fees otherwise payable in cash. |
Awards
can be granted for no cash consideration or for any cash and other consideration as determined by the Committee. Awards may provide that
upon the grant or exercise thereof, the holder will receive cash, shares of PetVivo common stock, other securities or property, or any
combination of these in a single payment, installments or on a deferred basis. The exercise price per share of any stock option and the
grant price of any stock appreciation right may not be less than the fair market value of PetVivo common stock on the date of the grant.
The term of any award cannot be longer than ten years from the date of the grant. Awards will be adjusted in the event of a stock dividend
or other distribution, recapitalization, forward or reverse stock split, reorganization, merger or other business combination, or similar
corporate transaction, in order to prevent dilution or enlargement of the benefits or potential benefits provided under the Amended Plan.
The
Amended Plan permits the following types of awards: stock options, stock appreciation rights, restricted stock awards, restricted stock
units, deferred stock units, performance awards, non-employee director awards, other stock-based awards, and dividend equivalents.
Units
– Public Offering
On
August 13, 2021, the Company sold an aggregate of 2,500,000 units at a price to the public of $4.50 per unit (the “Public Offering”),
each unit consisting of one share of common stock, and a warrant to purchase one share of common stock at an exercise price of $5.625
per share pursuant to an Underwriting Agreement we entered into with ThinkEquity, a division of Fordham Financial Management, Inc. (“ThinkEquity”).
The shares of common stock and warrants were transferrable separately immediately after issuance. The Company also issued 43,556 units
pursuant to a conversion of $196,000 share-settled debt obligation in the Public Offering at a price of $4.50 per unit.
The
Company received gross proceeds of $11,253,850 at the closing of the Public Offering, before deducting underwriting discounts and commissions
of eight percent (8%), and expenses. The total expenses, which reduced the total proceeds included in the common stock and warrants sold
in the Consolidated Statement of Shareholders’ Equity, of the Public Offering were $1,473,067, which included ThinkEquity’s
expenses relating to the offering. The net proceeds were allocated between the common shares and warrants based on the relative fair
values which were $4,891,531 and $4,889,252, respectively.
In
addition, pursuant to the Underwriting Agreement, the Company granted ThinkEquity a 45-day option to purchase up to 375,000 additional
shares of common stock, and/or 375,000 additional warrants, to cover over-allotments in connections with the Offering, which ThinkEquity
partially exercised to purchase 375,000 warrants on the closing date.
Pursuant
to the Underwriting Agreement, we issued warrants (the “Underwriter’s Warrants”) to ThinkEquity to purchase 125,000
shares of common stock (5% of the shares of common stock sold in the Public Offering). The Underwriter’s Warrants are exercisable
at $5.625 per share of common stock and have a term of five years.
Common
Stock
For
the year ended March 31, 2023, the Company issued 961,859 shares of common stock as follows:
|
i) |
24,217
shares in July 2022 pursuant to a warrant holder’s exercise of warrants for purchase with a weighted average strike price of
$1.33 per share for cash proceeds of $32,188; |
|
ii) |
24,447
shares in August 2022 pursuant to a warrant holder’s exercise of warrants for purchase with a weighted average strike price
of $1.41 per share for cash proceeds of $34,370; |
|
iii) |
25,000
shares in August 2022 to service providers for consulting services valued at market on the date of grant of $49,920; and |
|
iv) |
177,184
shares related to vesting of restricted stock units (“RSUs”), with 10,000 RSUs vesting in July 2022, 22,000 RSUs in August
2022, 1,250 RSUs in September 2022, 11,250 RSUs in December 2022, 10,000 RSUs in January 2023 and 122,684 RSUs in March 2023; |
|
v) |
610,011
shares in connection with the sale of stock in January 2023 in exchange for proceeds net of offering costs of $25,981, of $1,389,245
at a price of $2.32 per share; |
|
vi) |
101,000
shares in January 2023 to service providers for consulting services valued at market on the date of grant of $349,920. |
The
Company received $137,500 on March 31, 2023, in connection with a stock offering that was completed in April 2023. The Company recorded
this in common stock to be issued at March 31, 2023, and moved it to common stock and additional paid in capital upon the issuance of
shares of common stock in April 2023.
For
the year ended March 31, 2022, the Company issued 3,189,248 shares of common stock as follows:
|
i) |
80,522
shares in April 2021 pursuant to a conversion of a $230,000 convertible note and $2,658 in accrued interest at a conversion rate
of $2.89 per share; |
|
ii) |
4,500
shares in April 2021 pursuant to the exercise of warrants with a strike price of $4.44 per share for cash proceeds of $40,000; |
|
iii) |
36,915
shares in May 2021 pursuant to John Lai’s (CEO and a Director of the Company) cashless exercise of a warrant for purchase of
42,188 shares of common stock at a strike price of $1.33 per share; |
|
iv) |
79,767
shares in May 2021 pursuant to a warrant holder’s cashless exercise of a warrant for purchase of 90,500 shares of common stock
at a strike price of $1.40 per share; |
|
v) |
49,014
shares during May and June of 2021 in exchange for $343,098 in cash to accredited investors, including an officer and two directors
of the Company at a price of $7.00 per share; |
|
vi) |
43,324
shares in June 2021 pursuant to a warrant holder’s cashless exercise of a warrant for purchase of 56,250 shares of common stock
at a strike price of $2.22 per share; |
|
vii) |
11,000
shares in July 2021 in exchange for $77,000 in cash to accredited investors at a price of $7.00 per share; |
|
viii) |
2,500,000
shares and warrants, as part of the units issued on August 13, 2021 in the Public Offering, in exchange for net proceeds of $9,780,783,
at a price of $4.50 per unit; |
|
ix) |
43,556
shares and warrants in August 2021 pursuant to a conversion of $196,000 share-settled debt obligation in the Public Offering at a
price of $4.50 per unit; |
|
x) |
40,038
shares in August 2021 pursuant to a warrant holder’s cashless exercise of a warrant for purchase of 48,786 shares of common
stock at a strike price of $1.40 per share; |
|
xi) |
1,594
shares in September 2021 pursuant to a warrant holder’s exercise of warrants for purchase of 1,594 shares of common stock at
a strike price of $1.27 per share for cash proceeds of $2,031; |
|
xii) |
42,000
shares in September 2021 to a service provider for future marketing and investor relations services valued at $210,000; |
|
xiii) |
25,585
shares in October 2021 to members of the Board of Directors valued at $69,080 as compensation for board services; |
|
xiv) |
500
shares in December 2021 to a service provider for consulting services valued at $2,000; |
|
xv) |
300
shares in December 2021 related to vesting of restricted stock units; |
|
xvi) |
10,000
shares in January 2022 related to vesting of restricted stock units; |
|
xvii) |
7,500
shares in January 2022 to a service provider for consulting services valued at $20,100; |
|
xviii) |
42,000
shares in March 2022 to a service provider for future marketing and investor relations services valued at $210,000; |
|
xix) |
8,609
shares in March 2022 to service providers for consulting services valued at $13,050; and |
|
xx) |
162,524
shares in March 2022 related to vesting of restricted stock units. |
The
Company has issued shares of common stock to providers of consulting services which are reported in the Consolidated Statements of Stockholders’
Equity. The value of these shares are reported as a prepaid expense and are amortized to expense over the contractual life of the respective
consulting agreements. The amortization of stock issued for services as reported in the Consolidated Statements of Operations and Cash
Flows was $507,600 and $304,180 for the years ended March 31, 2023 and 2022, respectively.
Time-Based
Restricted Stock Units
We
have granted time-based restricted stock units to certain participants under the Amended Plan that are stock-settled with common shares.
Time-based restricted stock units granted under the Amended Plan vest over three years. Stock-based compensation expense included in
the Consolidated Statements of Operations for time-based restricted stock units was $758,677 and $606,014 for the years ended March 31,
2023 and 2022, respectively. At March 31, 2023, there was approximately $921,000 of total unrecognized compensation expense related to
time-based restricted stock units that is expected to be recognized over a weighted-average period of 1.2 years.
Our
time-based restricted stock unit activity for the year ended March 31, 2023 was as follows:
SCHEDULE
OF TIME BASED RESTRICTED STOCK UNITS
| |
Units Outstanding | | |
Weighted
Average Grant Date Fair Value Per Unit | | |
Aggregate
Intrinsic Value (1) | |
Balance at March 31, 2021 | |
| - | | |
| - | | |
| - | |
Granted | |
| 549,565 | | |
$ | 3.86 | | |
| - | |
Expired | |
| (4,073 | ) | |
$ | 2.70 | | |
| - | |
Vested | |
| (172,824 | ) | |
$ | 3.44 | | |
| - | |
Balance at March 31, 2022 | |
| 372,668 | | |
$ | 4.07 | | |
$ | 760,243 | |
Granted | |
| 60,600 | | |
$ | 2.89 | | |
| | |
Vested | |
| (177,184 | ) | |
$ | 3.99 | | |
| - | |
Balance at March 31,
2023 | |
| 256,084 | | |
$ | 3.85 | | |
$ | 643,209 | |
1) |
The
aggregate intrinsic value of restricted stock units outstanding was based on our closing stock price on the last trading day of the
period. |
Stock
Options
Stock
options issued to employees and directors typically vest over three years and have a contractual term of seven years. Stock-based compensation
expense included in the Consolidated Statements of Operations for stock options was $662,429 and $3,595 for the years ended March 31,
2023 and 2022, respectively. At March 31, 2023, there was approximately $883,455 of total unrecognized stock option expense which is
expected to be recognized on a straight-line basis over a weighted-average period of 1.8 years.
The
fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model. Annually, we make predictive
assumptions regarding future stock price volatility, dividend yield, expected term and forfeiture rate. The dividend yield assumption
is based on expected annual dividend yield on a grant date. To date, no dividends on common stock have been paid by us. Expected volatility
for grants is based on our average historical volatility over a similar period as the expected term assumption used for our options as
the expected volatility. The risk-free interest rate is based on yields of U.S. Treasury securities with maturities similar to the expected
term of the options for each option group. We use the “simplified method” to determine the expected term of the stock option
grants. We utilize this method because we do not have sufficient public company exercise data in which to make a reasonable estimate.
The
following table sets forth the assumptions used to estimate fair values of our stock options granted:
SCHEDULE
OF ESTIMATED FAIR VALUE ASSUMPTION
| |
Year
Ended
March
31, 2023 | | |
Year
Ended
March
31, 2022 | |
Expected term | |
| 7
years | | |
| 7
years | |
Expected volatility | |
| 111.7%
- 146.9 | % | |
| 205.0%
- 210.5 | % |
Risk-free interest rate | |
| 2.96%
- 4.35 | % | |
| 1.47%
– 2.14 | % |
Expected dividend yield | |
| 0 | % | |
| 0 | % |
Fair value on the date of grant | |
$ | 1.87
- $2.79 | | |
$ | 1.39
- $1.99 | |
Our
stock option activity for the years ended March 31, 2023 and 2022 was as follows:
SCHEDULE
OF STOCK OPTION ACTIVITY
| |
Options Outstanding | | |
Weighted-
Average Exercise Price Per Share (1) | | |
Weighted-Average
Remaining Contractual Life | | |
Aggregate
Intrinsic Value (2) | |
Balance at March 31, 2021 | |
| - | | |
| - | | |
| - | | |
| - | |
Granted | |
| 195,000 | | |
$ | 1.56 | | |
| | | |
| | |
Balance at March 31, 2022 | |
| 195,000 | | |
$ | 1.56 | | |
| 6.9
years | | |
$ | 100,200 | |
Granted | |
| 714,849 | | |
$ | 2.37 | | |
| | | |
| | |
Cancelled | |
| (25,000 | ) | |
$ | 2.46 | | |
| | | |
| | |
Balance at March 31,
2023 | |
| 884,849 | | |
$ | 2.19 | | |
| 6.3
years | | |
$ | 307,750 | |
| |
| | | |
| | | |
| | | |
| | |
Options exercisable
at March 31, 2023 | |
| 175,455 | | |
| | | |
| | | |
| | |
(1) | The exercise price
of each option granted during the period shown above was equal to the market price of the underlying stock on the date of grant. |
(2) | The aggregate intrinsic
value of stock options outstanding was based on our closing stock price on the last trading day of the period. |
Stock
options were granted for the years ended March 31, 2023 and 2022 to employees and directors. The fair value of these options on the date
of grant was $1,543,087 and $310,985 for the years ended March 31, 2023 and 2022, respectively.
Options
exercisable at March 31, 2023, had options with exercise prices ranging from $1.39 to $2.40.
The
following summarizes additional information about our stock options:
SCHEDULE
OF ADDITIONAL INFORMATION ABOUT STOCK OPTIONS
| |
Year
Ended March
31, 2023 | | |
Year
Ended March
31, 2022 | |
Number of: | |
| | | |
| | |
Non-vested options, beginning of period | |
| 195,000 | | |
| - | |
Non-vested options, end of period | |
| 709,394 | | |
| 195,000 | |
Vested options, end of period | |
| 175,455 | | |
| - | |
| |
Year
Ended March
31, 2023 | | |
Year
Ended March
31, 2022 | |
Weighted-average grant date
fair value of: | |
| | | |
| | |
Non-vested options, beginning of period | |
$ | 1.56 | | |
$ | - | |
Non-vested options, end of period | |
$ | 2.23 | | |
$ | 1.56 | |
Vested options, end of period | |
$ | 2.01 | | |
$ | - | |
Forfeited options, during the period | |
$ | - | | |
$ | - | |
Warrants
During
the year ended March 31, 2023, no warrants were issued.
During
the year ended March 31, 2022, the Company issued warrants to purchase an aggregate of 3,043,556 shares of common stock in connection
with its public offering of units, as follows:
|
● |
warrants
to purchase 2,500,000 shares of the Company’s common stock with a relative value of $4,805,528, at an exercise price of $5.625
per share for five years from the grant date of August 10, 2021 issued to investors in the Public Offering as part of the units, |
|
|
|
|
● |
warrants
to purchase 43,556 shares of the Company’s common stock, pursuant to a conversion of $196,000 share-settled debt obligation
in the Public Offering, with a relative value of $83,724, at an exercise price of $5.625 per share for five years from the grant
date of August 10, 2021 to the Company’s former Director of Science and Technology and Director pursuant to a note conversion
in the Public Offering as part of the units, |
|
|
|
|
● |
warrants
to purchase 500,000 shares of the Company’s common stock at an exercise price of $5.625 per share for five years from the grant
date of August 10, 2021 issued to ThinkEquity upon exercise of its over-allotment option and pursuant to the Underwriting Agreement.
These warrants were considered issuance costs of the Public Offering which resulted in a zero impact on additional paid-in capital. |
These
warrants’ values were arrived at by using the Black-Scholes option pricing model with the following assumptions:
i)
an expected volatility of the Company’s shares on the date of the grant of approximately 315% based on historical volatility.
ii)
risk-free rate identical to the U.S. Treasury 5-year treasury bill rate on the date of the grant of 0.82%.
A
summary of warrant activity for the years ended March 31, 2023 and March 31, 2022 is as follows:
SCHEDULE
OF WARRANT ACTIVITY
| |
Number
of Warrants | | |
Weighted- Average Exercise Price | | |
Warrants Exercisable | | |
Weighted- Average Exercisable Price | |
Outstanding,
March 31, 2021 | |
| 1,081,668 | | |
$ | 2.02 | | |
| 881,982 | | |
$ | 2.00 | |
Issued and granted | |
| 3,043,556 | | |
| 5.63 | | |
| | | |
| | |
Exercised for cash | |
| (6,094 | ) | |
| (6.90 | ) | |
| | | |
| | |
Cashless warrant exercises | |
| (237,724 | ) | |
| (1.58 | ) | |
| | | |
| | |
Expired | |
| (15,922 | ) | |
| (5.27 | ) | |
| | | |
| | |
Cancelled | |
| (108,000 | ) | |
$ | (1.79 | ) | |
| | | |
| | |
Outstanding, March 31,
2022 | |
| 3,757,484 | | |
$ | 4.95 | | |
| 3,693,734 | | |
$ | 5.00 | |
Exercised for cash | |
| (48,664 | ) | |
$ | (1.36 | ) | |
| | | |
| | |
Expired | |
| (146,003 | ) | |
$ | (3.70 | ) | |
| | | |
| | |
Outstanding,
March 31, 2023 | |
| 3,562,817 | | |
$ | 5.05 | | |
| 3,540,317 | | |
$ | 5.07 | |
On
March 31, 2023, the range of warrant prices for shares under warrants and the weighted-average remaining contractual life is as follows:
SCHEDULE
OF RANGE OF WARRANT PRICES
| | |
Warrants
Outstanding | | |
Warrants
Exercisable | |
Range
of
Warrant
Exercise
Price | | |
Number
of
Warrants | | |
Weighted-
Average
Exercise
Price | | |
Weighted-
Average
Remaining
Contractual
Life
(Years) | | |
Number
of Warrants | | |
Weighted-
Average
Exercise
Price | |
$ | 1.20-2.00
| | |
| 347,073 | | |
$ | 1.35 | | |
| 3.43 | | |
| 347,073 | | |
$ | 1.35 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
$ | 2.01-4.00
| | |
| 165,438 | | |
$ | 2.33 | | |
| 1.49 | | |
| 142,938 | | |
$ | 2.35 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
$ | 4.01-5.63
| | |
| 3,050,306 | | |
$ | 5.62 | | |
| 3.35 | | |
| 3,050,306 | | |
$ | 5.62 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Total
| | |
| 3,562,817 | | |
$ | 5.05 | | |
| 3.28 | | |
| 3,540,317 | | |
$ | 5.07 | |
Stock-based
compensation expense included in the Consolidated Statements of Operations for warrants was $41,662 and $93,287 for the years ended March
31, 2023 and 2022, respectively. At March 31, 2023, there was no future unrecognized warrant expense.
For
the years ended March 31, 2023 and 2022, the total stock-based compensation on all instruments was $1,462,768 and $702,896, respectively.
|
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X |
- DefinitionThe entire disclosure for equity.
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v3.23.2
INCOME TAXES
|
12 Months Ended |
Mar. 31, 2023 |
Income Tax Disclosure [Abstract] |
|
INCOME TAXES |
NOTE
12 – INCOME TAXES
The
following table presents the net deferred tax assets as of March 31, 2023 and 2022:
SCHEDULE
OF DEFERRED TAX
| |
2023 | | |
2022 | |
Net operating loss carryforwards | |
$ | 8,311,000 | | |
$ | 6,281,000 | |
Stock compensation | |
| 933,000 | | |
| 512,000 | |
Other | |
| 118,000 | | |
| 95,000 | |
Total deferred tax assets | |
| 9,362,000 | | |
| 6,888,000 | |
Valuation allowance | |
| (9,362,000 | ) | |
| (6,888,000 | ) |
Net deferred tax assets | |
$ | — | | |
$ | — | |
Current
income taxes are based upon the year’s income taxable for federal and state tax reporting purposes. Deferred income taxes (benefits)
are provided for certain income and expenses, which are recognized in different periods for tax and financial reporting purposes.
Deferred
tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that
will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the period in which the
differences are expected to affect taxable income. The Company’s deferred income taxes arise principally from the temporary differences
between financial statement and income tax recognition of net operating losses. These loss carryovers would be limited under the Internal
Revenue Code (“IRC”) should a significant change in ownership occur within a three-year period.
At
March 31, 2023 and 2022, respectively, the Company had net operating loss carryforwards of approximately $29,000,000 and $21,900,000.
The deferred tax assets arising from the net operating loss carryforwards are approximately $8,311,000 and $6,281,000 as of March 31,
2023 and 2022, respectively. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income
during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax
liabilities, the projected future taxable income and tax planning strategies in making this assessment. Based on management’s analysis,
we concluded not to recognize a deferred tax asset since it is uncertain whether the Company can utilize this asset in future periods.
Therefore, we have established a full reserve against this asset. The change in the valuation allowance during the years ended March
31, 2023 and 2022 was approximately $2,474,000 and $1,613,000, respectively. The net operating loss carryforwards, if not utilized, generally
expire twenty years from the date the loss was incurred, beginning in 2022, and losses incurred after 2019 are carried forward indefinitely
and subject to annual limitations for federal and Minnesota purposes.
Of
the approximately $29,000,000 in net operating loss carryforwards, approximately $7,000,000 has been accumulated in our pre-merger operating
subsidiary, Gel-Del Technologies, Inc. IRC 382 provides guidance around whether or not the Company is able to utilize the pre-merger
Gel-Del Technologies, Inc. net operating loss of approximately $7,000,000. Management is currently analyzing whether or not these pre-merger
dollars will be allowable if our deferred tax asset is ever realized.
Income
tax expense (benefit) to the statutory rate of 21% for the years ended March 31, 2023 and 2022 is as follows:
SCHEDULE
OF EFFECTIVE INCOME TAX RATE RECONCILIATION
| |
2023 | | |
2022 | |
Tax benefits at statutory rate | |
| 21.0 | % | |
| 21.0 | % |
State income tax
benefit, net of federal | |
| 7.7 | % | |
| 7.7 | % |
Gross Effective Rate | |
| 28.7 | % | |
| 28.7 | % |
Valuation allowance | |
| (28.7 | )% | |
| (28.7 | )% |
Net effective rate | |
| - | | |
| - | |
The
Company’s continuing practice is to recognize interest and/or penalties related to income tax matters in income tax expense. As
of March 31, 2023 and 2022, the Company had no accrued interest and penalties related to uncertain tax positions.
The
Company is subject to taxation in the U.S. and Minnesota. Our tax years for 2020 and forward are subject to examination by tax authorities.
The Company is not currently under examination by any tax authority.
Management
has evaluated tax positions in accordance with ASC 740, and has not identified any tax positions, other than those discussed above, that
require disclosure.
|
X |
- DefinitionThe entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.
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v3.23.2
SUBSEQUENT EVENTS
|
12 Months Ended |
Mar. 31, 2023 |
Subsequent Events [Abstract] |
|
SUBSEQUENT EVENTS |
NOTE
13 – SUBSEQUENT EVENTS
On
April 17, 2023, the Company sold 793,585 shares of its common stock in a registered direct offering at a purchase price of $2.75 per
share, with the first and second closings on April 17 and 20, 2023, respectively. Net proceeds from the offering were approximately $2,094,000,
after deducting offering expenses of $25,305 and fees of $63,456.
|
X |
- References
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- DefinitionThe entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.
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v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (Policies)
|
12 Months Ended |
Mar. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
Organization and Description |
(A)
Organization and Description
The
Company is in the business of licensing and commercializing our proprietary medical devices and biomaterials for the treatment and/or
management of afflictions and diseases in animals, initially for dogs and horses. The Company began commercialization of its lead product
Spryng™ with OsteoCushion™ Technology, a veterinarian-administered, intraarticular injection for the management of lameness
and other joint afflictions such osteoarthritis in dogs and horses, in September 2021. The Company has a pipeline of additional products
for the treatment of animals in various stages of development. A portfolio of nineteen patents protects the Company’s biomaterials,
products, production processes and methods of use. The Company’s operations are conducted from its headquarter facilities in suburban
Minneapolis, Minnesota.
|
Basis of Presentation |
(B)
Basis of Presentation
PetVivo
Holdings, Inc. (the “Company”) was incorporated in Nevada under a former name in 2009 and entered its current business in
2014 through a stock exchange reverse merger with PetVivo, Inc., a Minnesota corporation. This merger resulted in PetVivo, Inc. becoming
a wholly-owned subsidiary of the Company. In April 2017, the Company acquired another Minnesota corporation, Gel-Del Technologies, Inc.,
through a statutory merger, which is also a wholly-owned subsidiary of the Company.
|
Principles of Consolidation |
(C)
Principles of Consolidation
The
accompanying consolidated financial statements include the accounts of the Company and its two wholly-owned Minnesota corporations, Gel-Del
Technologies, Inc. and PetVivo, Inc. All intercompany accounts have been eliminated upon consolidation.
|
Use of Estimates |
(D)
Use of Estimates
In
preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates
and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at
the date of the financial statements and revenues and expenses during the reporting period. Actual results could differ from those estimates.
Significant estimates include collectability of accounts receivable, inventory obsolescence, estimated useful lives and potential impairment
of property and equipment and intangibles, estimate of fair value of share-based payments, distributor rebate payable, provision for
product returns, right of use lease assets and liabilities, and valuation of deferred tax assets.
|
Cash and Cash Equivalents |
(E)
Cash and Cash Equivalents
The
Company considers all highly-liquid, temporary cash investments with an original maturity of three months or less to be cash equivalents.
The Company had no cash equivalents at March 31, 2023.
|
Concentration Risk |
(F)
Concentration Risk
The
Company maintains its cash with various financial institutions, which at times may exceed federally insured limits. At March 31, 2023
and 2022, the Company did have cash balances in excess of the federally insured limits.
|
Accounts Receivable |
(G)
Accounts Receivable
Accounts
receivable consists primarily of amounts due from a distributor (see revenue recognition). Accounts receivable is recorded based on management’s
assessment of the expected consideration to be received, based on a detailed review of historical collections. Management relies on the
results of the assessment, which includes payment history of the applicable payer as a primary source of information in estimating the
collectability of our accounts receivable. We update our assessment on a quarterly basis, which to date has not resulted in any material
adjustments to the valuation of our accounts receivable. We believe the assessment provides reasonable estimates of our accounts receivable
valuation, and therefore we believe that substantially all accounts receivable are fully collectible.
|
Inventory |
(H)
Inventory
Inventories
are recorded in accordance with Accounting Standards Codification (“ASC”) 330, Inventory, and are stated at the lower of
cost or net realizable value. We account for inventories using the first in first out (FIFO) methodology. Provisions for inventory obsolescence
are charged to Cost of Sales. There were no provisions for inventory obsolescence for the years ended March 2023 and 2022.
|
Property & Equipment |
(I)
Property & Equipment
Property
and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged
to operations as incurred. Depreciation is computed by the straight-line method (after considering their respective estimated residual
values) over the assets estimated useful life of 3 to 5 years for production and computer equipment and furniture and 5 to 7 years for
leasehold improvements.
|
Patents and Trademarks |
(J)
Patents and Trademarks
The
Company capitalizes direct costs for the maintenance and advancement of its patents and trademarks and amortizes these costs over the
lesser of the useful life of 60 months or the life of the patent. We evaluate the recoverability of intangible assets periodically by
considering events or circumstances that may warrant revised estimates of useful lives or that indicate the asset may be impaired.
|
Loss Per Share |
(K)
Loss Per Share
Basic
loss per share is computed by dividing net loss by weighted average number of shares of common stock outstanding during each period.
Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents
and potentially dilutive securities outstanding during the period.
The
Company had 3,562,817 warrants outstanding as of March 31, 2023, with varying exercise prices ranging from $1.20 to $5.63 per share.
The weighted average exercise price for these warrants is $5.05 per share. These warrants are excluded from the weighted average number
of shares because they are considered anti-dilutive.
The
Company had 256,804 restricted stock units outstanding as of March 31, 2023, which are excluded from the weighted average number of shares
because they are considered anti-dilutive.
The
Company had 884,849 stock options outstanding as of March 31, 2023, with varying exercise prices ranging from $1.39 to $2.79 per share.
The weighted average exercise price for these stock options is $2.19 per share. These stock options are excluded from the weighted average
number of shares because they are considered anti-dilutive.
The
Company had 3,754,484 warrants outstanding as of March 31, 2022, with varying exercise prices ranging from $1.20 to $6.67 per share.
The weighted average exercise price for these warrants was $4.95 per share. These warrants were excluded from the weighted average number
of shares because they are considered anti-dilutive.
The
Company had 372,668 restricted stock units outstanding as of March 31, 2022, which were excluded from the weighted average number of
shares because they are considered anti-dilutive.
The
Company had 195,000 stock options outstanding as of March 31, 2022, with varying exercise prices ranging from $1.39 to $1.99 per share.
The weighted average exercise price for these options was $1.56 per share. These options were excluded from the weighted average number
of shares because they are considered anti-dilutive.
The
Company uses the guidance in ASC 260 to determine if-converted loss per share. ASC 260 states that convertible securities should be considered
exercised on the latter of the first day of the reporting period’s quarter or the inception date of the debt instrument. Also,
the if-converted method shall not be applied for the purposes of computing diluted EPS if the effect would be anti-dilutive.
|
Revenue Recognition |
(L)
Revenue Recognition
The
Company recognizes revenue in accordance with ASC 606 “Revenue from Contracts with Customers.”
The
Company derives revenue from the sale of its pet care products directly to its veterinarian customers in the United States. The Company
recognizes revenue when performance obligations under the terms of a contract with the veterinarian customer are satisfied. Product sales
occur once control or title is transferred based on the commercial terms. Revenue is recognized upon delivery to the customer, which
is when control of these products is transferred and in an amount that reflects the consideration the Company expects to receive for
these products. Shipping costs charged to customers are reported as an offset to the respective shipping costs. The Company does not
have any significant financing components as payment is received at or shortly after the point of sale.
The
Company entered into a Distribution Services Agreement (the “Agreement”) with MWI Veterinary Supply Co. (the “Distributor”)
on June 17, 2022. Contracts with the Distributor are evidenced by individual executed purchase orders subject to the terms of the Agreement.
The contracts consist of a single performance obligation related to the sale of our pet care products. Product sales occur once control
or title is transferred based on the commercial terms in the Agreement. Revenue is recognized upon delivery to the Distributor; payment
is due within 60 days. The Agreement provides for a distribution fee payable to the Distributor equal to 5% of gross monthly sales payable
in 45 days; the distribution fee is netted against revenue. The Agreement provides for a rebate payable to the Distributor based on annual
sales volume that is retroactively applied. The rebate is estimated under the expected value method and is netted against revenue. Sales
are subject to various right of return provisions; the Company uses an expected value method to estimate returns and has determined that
any returns would be immaterial as of March 31, 2023. As a result, there is no refund liability recorded. Shipping and handling costs
are a fulfillment activity and are reported as cost of sales.
For
the year ended March 31, 2023, the Company recognized revenue from product sales under the Agreement of $636,345. This represents 69%
of total revenues for the year ended March 31, 2023.
Assets
and liabilities (included in accrued expenses) under the Agreement were as follows at March 31, 2023:
SCHEDULE
OF RECOGNIZED REVENUE ASSETS AND LIABILITIES
| |
| | |
Accounts receivable | |
$ | 81,510 | |
Rebate liability | |
$ | 28,000 | |
Distribution fee payable | |
$ | 5,187 | |
|
Research and Development |
(M)
Research and Development
The
Company expenses research and development costs as incurred.
|
Fair Value of Financial Instruments |
(N)
Fair Value of Financial Instruments
The
Company applies the accounting guidance under ASC 820-10, “Fair Value Measurements”, as well as certain related Financial
Accounting Standards Board (“FASB”) staff positions. This guidance defines fair value as the price that would be received
from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers
the principal or most advantageous market in which it would transact business and considers assumptions that marketplace participants
would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance.
The
guidance also establishes a fair value hierarchy for measurements of fair value as follows:
|
● |
Level
1 - quoted market prices in active markets for identical assets or liabilities. |
|
|
|
|
● |
Level
2 - inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar
assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs
that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. |
|
|
|
|
● |
Level
3 - unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets
or liabilities. |
The
Company’s financial instruments consist of accounts receivable, accounts payable, accrued expenses and note payable and accrued
interest. The carrying amount of the Company’s financial instruments approximates their fair value as of March 31, 2023 and 2022
due to the short-term nature of these instruments and the Company’s borrowing rate of interest.
In
instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy,
the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is
significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to
the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The valuation
of the Company’s note payable recorded at fair value is determined using Level 3 inputs, which consider (i) time value, (ii) current
market and (iii) contractual prices.
The
Company had no assets and liabilities measured at fair value on a recurring basis on March 31, 2023 and 2022.
|
Stock-Based Compensation - Non-Employees |
(O)
Stock-Based Compensation - Non-Employees
Equity
Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services
The
Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under the guidance of
ASC 505-50.
Pursuant
to ASC 505-50-30, all transactions in which goods or services are the consideration received for the issuance of equity instruments are
accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more
reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the date of grant.
The
fair value of stock options and similar instruments is estimated on the date of grant using a Black-Scholes option-pricing valuation
model. The ranges of assumptions for inputs are as follows:
|
●
|
Expected
term of stock options and similar instruments: Pursuant to ASC Paragraph 718-10-50-2(f)(2)(i), the expected term of stock options
and similar instruments represents the period of time the stock options and similar instruments are expected to be outstanding taking
into consideration the contractual term of the instruments and the holder’s expected exercise behavior into the fair value
(or calculated value) of the instruments. The Company uses historical data to estimate the holder’s expected exercise behavior. |
|
|
|
|
●
|
Expected
volatility of the entity’s shares and the method used to estimate it. Pursuant to ASC
Paragraph 718-10-50-2(f)(2)(ii), a thinly traded or nonpublic entity that uses the calculated
value method shall disclose the reasons why it is not practicable for the Company to estimate
the expected volatility of its stock price, the appropriate industry sector index that it
has selected, the reasons for selecting that particular index, and how it has calculated
historical volatility using that index. The Company uses its average historical volatility
over the expected contractual life of the stock options or similar instruments as its expected
volatility.
|
|
●
|
Expected
annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term
shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based
on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term
of the stock options and similar instruments. |
|
|
|
|
●
|
Risk-free
rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The
risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected
term of the stock options and similar instruments. |
Pursuant
to ASC Paragraphs 505-50-25-8 and 505-50-25-9, an entity may grant fully vested, non-forfeitable equity instruments that are exercisable
by the grantee only after a specified period of time or if the terms of the agreement provide for earlier exercisability if the grantee
achieves specified performance conditions. Any measured cost of the transaction shall be recognized in the same period(s) and in the
same manner as if the entity had paid cash for the goods or services or used cash rebates as a sales discount instead of paying with,
or using, the equity instruments. A recognized asset, expense, or sales discount shall not be reversed if a share option and similar
instrument that the counterparty has the right to exercise expires unexercised.
|
Stock-Based Compensation |
(P)
Stock-Based Compensation
Stock
options are valued using the Black-Scholes option-pricing model. The Black-Scholes valuation model require the input of highly subjective
assumptions. The assumptions include the expected term of the option, the expected volatility of the price of our common stock, expected
dividend yield and the risk-free interest rate. These estimates involve inherent uncertainties and the significant application of management’s
judgment. If factors change and different assumptions are used, our stock-based compensation expense could be materially different in
the future. We recognize compensation expense for these options on a straight-line basis over the requisite service period (see Note
11 – “Stockholders’ Equity”).
|
Income Taxes |
(Q)
Income Taxes
The
Company accounts for income taxes under ASC 740. Deferred tax assets and liabilities are determined based upon differences between financial
reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the
differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a
deferred tax asset will not be realized.
As
required by ASC 450, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant
tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not
threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of
being realized upon ultimate settlement with the relevant tax authority.
The
Company is not currently under examination by any federal or state jurisdiction.
The
Company’s policy is to record tax-related interest and penalties as a component of operating expenses.
|
Recent Accounting Pronouncements |
(R)
Recent Accounting Pronouncements
The
Company has reviewed the FASB issued ASU accounting pronouncements and interpretations thereof that have effectiveness dates during the
periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted
accounting principles and does not believe that any new or modified principles will have a material impact on the Company’s reported
financial position or operations in the near term. The applicability of any standard is subject to the formal review of the Company’s
financial management.
In
August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging
- Contracts in Entity’s Own Equity (Subtopic 815-40) - Accounting for Convertible Instruments and Contracts on an Entity’s
Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP.
Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded
conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative
scope exception, which will permit more equity contracts to qualify for the exceptions. The ASU also simplifies the diluted net income
per share calculation in certain areas. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim
periods within those fiscal years, and early adoption is permitted. The Company is currently evaluating the impact of the adoption of
the standard on the consolidated financial statements.
In
June 2016, the FASB issued ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial
Instruments,” which replaces the existing “incurred loss” model for recognizing credit losses with an “expected
loss” model referred to as the CECL model. Under the CECL model, the Company is required to present certain financial assets carried
at amortized cost, such as insurance premium finance loans held for investment, at the net amount expected to be collected. The measurement
of expected credit losses is based on information about past events, including historical experience, current conditions, and reasonable
and supportable forecasts that affect the collectability of the reported amount. The Company is currently evaluating the impact of the
adoption of the standard on the consolidated financial statements and plans to adopt this standard in the first fiscal quarter of 2024.
All
other newly issued, but not yet effective, accounting pronouncements have been deemed either immaterial or not applicable.
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v3.23.2
INVENTORY (Tables)
|
12 Months Ended |
Mar. 31, 2023 |
Inventory Disclosure [Abstract] |
|
SCHEDULE OF INVENTORY |
The
inventory components are as follows:
SCHEDULE OF INVENTORY
| |
March
31, 2023 | | |
March
31, 2022 | |
Finished goods | |
$ | 13,159 | | |
$ | 11,889 | |
Work in process | |
| 53,398 | | |
| 22,960 | |
Raw materials | |
| 303,726 | | |
| 63,464 | |
Total
Net | |
$ | 370,283 | | |
$ | 98,313 | |
|
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v3.23.2
PROPERTY AND EQUIPMENT (Tables)
|
12 Months Ended |
Mar. 31, 2023 |
Property, Plant and Equipment [Abstract] |
|
SCHEDULE OF PROPERTY AND EQUIPMENT |
The
components of property and equipment were as follows:
SCHEDULE OF PROPERTY AND EQUIPMENT
| |
March
31, 2023 | | |
March
31, 2022 | |
Leasehold improvements | |
$ | 216,159 | | |
$ | 216,159 | |
Production equipment | |
| 577,067 | | |
| 197,967 | |
R&D equipment | |
| 25,184 | | |
| 25,184 | |
Computer equipment
and furniture | |
| 121,732 | | |
| 76,898 | |
Total, at cost | |
| 940,142 | | |
| 516,208 | |
Accumulated depreciation | |
| (309,290 | ) | |
| (204,659 | ) |
Total
Net | |
$ | 630,852 | | |
$ | 311,549 | |
|
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v3.23.2
PATENTS AND TRADEMARKS (Tables)
|
12 Months Ended |
Mar. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] |
|
SCHEDULE OF COMPONENTS OF PATENTS AND TRADEMARKS |
The
components of patents and trademarks, all of which are finite-lived, were as follows:
SCHEDULE OF COMPONENTS OF PATENTS
AND TRADEMARKS
| |
March
31, 2023 | | |
March
31, 2022 | |
Patents | |
$ | 3,870,057 | | |
$ | 3,870,057 | |
Trademarks | |
| 26,142 | | |
| 26,142 | |
Total at cost | |
| 3,896,199 | | |
| 3,896,199 | |
Accumulated Amortization | |
| (3,857,550 | ) | |
| (3,847,747 | ) |
Total
net | |
$ | 38,649 | | |
$ | 48,452 | |
|
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v3.23.2
ACCRUED EXPENSES (Tables)
|
12 Months Ended |
Mar. 31, 2023 |
Payables and Accruals [Abstract] |
|
SCHEDULE OF COMPONENTS OF ACCRUED EXPENSES |
The
components of accrued expenses were as follows:
SCHEDULE OF COMPONENTS OF ACCRUED EXPENSES
| |
March
31, 2023 | | |
March
31, 2022 | |
Accrued payroll and related
taxes | |
$ | 258,978 | | |
$ | 433,926 | |
Accrued expenses | |
| 188,666 | | |
| 18,211 | |
Accrued lease termination
expense | |
| 332,238 | | |
| 332,238 | |
Total | |
$ | 779,882 | | |
$ | 784,375 | |
|
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v3.23.2
COMMITMENTS AND CONTINGENCIES (Tables)
|
12 Months Ended |
Mar. 31, 2023 |
Commitments and Contingencies Disclosure [Abstract] |
|
SCHEDULE OF ANNUAL UNDISCOUNTED OPERATING LEASE LIABILITY |
The
following is a maturity analysis of the annual undiscounted cash flows of the operating lease liabilities as of March 31, 2023:
SCHEDULE OF ANNUAL UNDISCOUNTED
OPERATING LEASE LIABILITY
| |
| | |
2024 | |
$ | 86,390 | |
2025 | |
| 87,766 | |
2026 | |
| 89,174 | |
2027 | |
| 63,215 | |
Total | |
| 326,545 | |
Amount representing
interest | |
| (8,564 | ) |
Total | |
$ | 317,981 | |
|
SCHEDULE OF BASE RENT LEASE PAYMENTS |
SCHEDULE OF BASE RENT LEASE PAYMENTS
| |
| | |
Present value of future base
rent lease payments | |
$ | 317,981 | |
Base rent payments
included in prepaid expenses | |
| - | |
Present value of
future base rent lease payments – net | |
$ | 317,981 | |
|
SCHEDULE OF LEASE CURRENT AND NON-CURRENT ASSETS AND LIABILITIES |
As
of March 31, 2023, the present value of future base rent lease payments – net is classified between current and non-current assets
and liabilities as follows:
SCHEDULE OF LEASE CURRENT AND
NON-CURRENT ASSETS AND LIABILITIES
| |
| | |
Operating
lease right-of-use asset | |
$ | 317,981 | |
Total operating lease
assets | |
$ | 317,981 | |
| |
| | |
Operating lease-current liability | |
$ | 78,149 | |
Operating lease-other
liability | |
$ | 239,832 | |
Total operating lease
liabilities | |
$ | 317,981 | |
|
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v3.23.2
STOCKHOLDERS’ EQUITY (Tables)
|
12 Months Ended |
Mar. 31, 2023 |
Equity [Abstract] |
|
SCHEDULE OF TIME BASED RESTRICTED STOCK UNITS |
Our
time-based restricted stock unit activity for the year ended March 31, 2023 was as follows:
SCHEDULE
OF TIME BASED RESTRICTED STOCK UNITS
| |
Units Outstanding | | |
Weighted
Average Grant Date Fair Value Per Unit | | |
Aggregate
Intrinsic Value (1) | |
Balance at March 31, 2021 | |
| - | | |
| - | | |
| - | |
Granted | |
| 549,565 | | |
$ | 3.86 | | |
| - | |
Expired | |
| (4,073 | ) | |
$ | 2.70 | | |
| - | |
Vested | |
| (172,824 | ) | |
$ | 3.44 | | |
| - | |
Balance at March 31, 2022 | |
| 372,668 | | |
$ | 4.07 | | |
$ | 760,243 | |
Granted | |
| 60,600 | | |
$ | 2.89 | | |
| | |
Vested | |
| (177,184 | ) | |
$ | 3.99 | | |
| - | |
Balance at March 31,
2023 | |
| 256,084 | | |
$ | 3.85 | | |
$ | 643,209 | |
1) |
The
aggregate intrinsic value of restricted stock units outstanding was based on our closing stock price on the last trading day of the
period. |
|
SCHEDULE OF ESTIMATED FAIR VALUE ASSUMPTION |
The
following table sets forth the assumptions used to estimate fair values of our stock options granted:
SCHEDULE
OF ESTIMATED FAIR VALUE ASSUMPTION
| |
Year
Ended
March
31, 2023 | | |
Year
Ended
March
31, 2022 | |
Expected term | |
| 7
years | | |
| 7
years | |
Expected volatility | |
| 111.7%
- 146.9 | % | |
| 205.0%
- 210.5 | % |
Risk-free interest rate | |
| 2.96%
- 4.35 | % | |
| 1.47%
– 2.14 | % |
Expected dividend yield | |
| 0 | % | |
| 0 | % |
Fair value on the date of grant | |
$ | 1.87
- $2.79 | | |
$ | 1.39
- $1.99 | |
|
SCHEDULE OF STOCK OPTION ACTIVITY |
Our
stock option activity for the years ended March 31, 2023 and 2022 was as follows:
SCHEDULE
OF STOCK OPTION ACTIVITY
| |
Options Outstanding | | |
Weighted-
Average Exercise Price Per Share (1) | | |
Weighted-Average
Remaining Contractual Life | | |
Aggregate
Intrinsic Value (2) | |
Balance at March 31, 2021 | |
| - | | |
| - | | |
| - | | |
| - | |
Granted | |
| 195,000 | | |
$ | 1.56 | | |
| | | |
| | |
Balance at March 31, 2022 | |
| 195,000 | | |
$ | 1.56 | | |
| 6.9
years | | |
$ | 100,200 | |
Granted | |
| 714,849 | | |
$ | 2.37 | | |
| | | |
| | |
Cancelled | |
| (25,000 | ) | |
$ | 2.46 | | |
| | | |
| | |
Balance at March 31,
2023 | |
| 884,849 | | |
$ | 2.19 | | |
| 6.3
years | | |
$ | 307,750 | |
| |
| | | |
| | | |
| | | |
| | |
Options exercisable
at March 31, 2023 | |
| 175,455 | | |
| | | |
| | | |
| | |
(1) | The exercise price
of each option granted during the period shown above was equal to the market price of the underlying stock on the date of grant. |
(2) | The aggregate intrinsic
value of stock options outstanding was based on our closing stock price on the last trading day of the period. |
|
SCHEDULE OF ADDITIONAL INFORMATION ABOUT STOCK OPTIONS |
The
following summarizes additional information about our stock options:
SCHEDULE
OF ADDITIONAL INFORMATION ABOUT STOCK OPTIONS
| |
Year
Ended March
31, 2023 | | |
Year
Ended March
31, 2022 | |
Number of: | |
| | | |
| | |
Non-vested options, beginning of period | |
| 195,000 | | |
| - | |
Non-vested options, end of period | |
| 709,394 | | |
| 195,000 | |
Vested options, end of period | |
| 175,455 | | |
| - | |
| |
Year
Ended March
31, 2023 | | |
Year
Ended March
31, 2022 | |
Weighted-average grant date
fair value of: | |
| | | |
| | |
Non-vested options, beginning of period | |
$ | 1.56 | | |
$ | - | |
Non-vested options, end of period | |
$ | 2.23 | | |
$ | 1.56 | |
Vested options, end of period | |
$ | 2.01 | | |
$ | - | |
Forfeited options, during the period | |
$ | - | | |
$ | - | |
|
SCHEDULE OF WARRANT ACTIVITY |
A
summary of warrant activity for the years ended March 31, 2023 and March 31, 2022 is as follows:
SCHEDULE
OF WARRANT ACTIVITY
| |
Number
of Warrants | | |
Weighted- Average Exercise Price | | |
Warrants Exercisable | | |
Weighted- Average Exercisable Price | |
Outstanding,
March 31, 2021 | |
| 1,081,668 | | |
$ | 2.02 | | |
| 881,982 | | |
$ | 2.00 | |
Issued and granted | |
| 3,043,556 | | |
| 5.63 | | |
| | | |
| | |
Exercised for cash | |
| (6,094 | ) | |
| (6.90 | ) | |
| | | |
| | |
Cashless warrant exercises | |
| (237,724 | ) | |
| (1.58 | ) | |
| | | |
| | |
Expired | |
| (15,922 | ) | |
| (5.27 | ) | |
| | | |
| | |
Cancelled | |
| (108,000 | ) | |
$ | (1.79 | ) | |
| | | |
| | |
Outstanding, March 31,
2022 | |
| 3,757,484 | | |
$ | 4.95 | | |
| 3,693,734 | | |
$ | 5.00 | |
Exercised for cash | |
| (48,664 | ) | |
$ | (1.36 | ) | |
| | | |
| | |
Expired | |
| (146,003 | ) | |
$ | (3.70 | ) | |
| | | |
| | |
Outstanding,
March 31, 2023 | |
| 3,562,817 | | |
$ | 5.05 | | |
| 3,540,317 | | |
$ | 5.07 | |
|
SCHEDULE OF RANGE OF WARRANT PRICES |
On
March 31, 2023, the range of warrant prices for shares under warrants and the weighted-average remaining contractual life is as follows:
SCHEDULE
OF RANGE OF WARRANT PRICES
| | |
Warrants
Outstanding | | |
Warrants
Exercisable | |
Range
of
Warrant
Exercise
Price | | |
Number
of
Warrants | | |
Weighted-
Average
Exercise
Price | | |
Weighted-
Average
Remaining
Contractual
Life
(Years) | | |
Number
of Warrants | | |
Weighted-
Average
Exercise
Price | |
$ | 1.20-2.00
| | |
| 347,073 | | |
$ | 1.35 | | |
| 3.43 | | |
| 347,073 | | |
$ | 1.35 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
$ | 2.01-4.00
| | |
| 165,438 | | |
$ | 2.33 | | |
| 1.49 | | |
| 142,938 | | |
$ | 2.35 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
$ | 4.01-5.63
| | |
| 3,050,306 | | |
$ | 5.62 | | |
| 3.35 | | |
| 3,050,306 | | |
$ | 5.62 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Total
| | |
| 3,562,817 | | |
$ | 5.05 | | |
| 3.28 | | |
| 3,540,317 | | |
$ | 5.07 | |
|
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v3.23.2
INCOME TAXES (Tables)
|
12 Months Ended |
Mar. 31, 2023 |
Income Tax Disclosure [Abstract] |
|
SCHEDULE OF DEFERRED TAX |
The
following table presents the net deferred tax assets as of March 31, 2023 and 2022:
SCHEDULE
OF DEFERRED TAX
| |
2023 | | |
2022 | |
Net operating loss carryforwards | |
$ | 8,311,000 | | |
$ | 6,281,000 | |
Stock compensation | |
| 933,000 | | |
| 512,000 | |
Other | |
| 118,000 | | |
| 95,000 | |
Total deferred tax assets | |
| 9,362,000 | | |
| 6,888,000 | |
Valuation allowance | |
| (9,362,000 | ) | |
| (6,888,000 | ) |
Net deferred tax assets | |
$ | — | | |
$ | — | |
|
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION |
Income
tax expense (benefit) to the statutory rate of 21% for the years ended March 31, 2023 and 2022 is as follows:
SCHEDULE
OF EFFECTIVE INCOME TAX RATE RECONCILIATION
| |
2023 | | |
2022 | |
Tax benefits at statutory rate | |
| 21.0 | % | |
| 21.0 | % |
State income tax
benefit, net of federal | |
| 7.7 | % | |
| 7.7 | % |
Gross Effective Rate | |
| 28.7 | % | |
| 28.7 | % |
Valuation allowance | |
| (28.7 | )% | |
| (28.7 | )% |
Net effective rate | |
| - | | |
| - | |
|
X |
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v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (Details Narrative) - USD ($)
|
12 Months Ended |
Mar. 31, 2023 |
Mar. 31, 2022 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
Monthly sales gross percentage |
5.00%
|
|
Revenue from contract with customer |
$ 917,162
|
$ 115,586
|
Fair value, net asset (liability) |
0
|
$ 0
|
Product [Member] |
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
Revenue from contract with customer |
$ 636,345
|
|
Percentage of net revenue |
69.00%
|
|
Warrant [Member] |
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
Antidilutive securities excluded from computation of earnings per share amount |
3,562,817
|
3,754,484
|
Weighted average, exercise price |
$ 5.05
|
$ 4.95
|
Restricted Stock Units (RSUs) [Member] |
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
Antidilutive securities excluded from computation of earnings per share amount |
256,804
|
372,668
|
Stock Options [Member] |
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
Antidilutive securities excluded from computation of earnings per share amount |
884,849
|
195,000
|
Weighted average, exercise price |
$ 2.19
|
$ 1.56
|
Patents and Trademarks [Member] |
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
Estimated useful life of intangible assets |
60 months
|
|
Minimum [Member] |
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
Weighted average, exercise price |
$ 1.87
|
1.39
|
Minimum [Member] | Warrant [Member] |
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
Weighted average, exercise price |
1.20
|
1.20
|
Minimum [Member] | Stock Options [Member] |
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
Weighted average, exercise price |
1.39
|
1.39
|
Maximum [Member] |
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
Weighted average, exercise price |
2.79
|
1.99
|
Maximum [Member] | Warrant [Member] |
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
Weighted average, exercise price |
5.63
|
6.67
|
Maximum [Member] | Stock Options [Member] |
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
Weighted average, exercise price |
$ 2.79
|
$ 1.99
|
Production and Computer Equipment and Furniture [Member] | Minimum [Member] |
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
Estimated useful life of assets |
3 years
|
|
Production and Computer Equipment and Furniture [Member] | Maximum [Member] |
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
Estimated useful life of assets |
5 years
|
|
Leasehold Improvements [Member] | Minimum [Member] |
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
Estimated useful life of assets |
5 years
|
|
Leasehold Improvements [Member] | Maximum [Member] |
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
Estimated useful life of assets |
7 years
|
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v3.23.2
SCHEDULE OF INVENTORY (Details) - USD ($)
|
Mar. 31, 2023 |
Mar. 31, 2022 |
Inventory Disclosure [Abstract] |
|
|
Finished goods |
$ 13,159
|
$ 11,889
|
Work in process |
53,398
|
22,960
|
Raw materials |
303,726
|
63,464
|
Total Net |
$ 370,283
|
$ 98,313
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v3.23.2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details Narrative) - USD ($)
|
Mar. 31, 2023 |
Mar. 31, 2022 |
Prepaid expenses and other assets |
$ 491,694
|
$ 547,664
|
Investor Relations Services [Member] |
|
|
Prepaid expenses and other assets |
115,000
|
220,000
|
Insurance Costs [Member] |
|
|
Prepaid expenses and other assets |
130,000
|
148,000
|
Nasdaq and FINRA Fees [Member] |
|
|
Prepaid expenses and other assets |
63,000
|
|
Board Compensation [Member] |
|
|
Prepaid expenses and other assets |
56,000
|
|
Trade Shows [Member] |
|
|
Prepaid expenses and other assets |
42,000
|
46,000
|
Supplier Advance [Member] |
|
|
Prepaid expenses and other assets |
42,000
|
|
Software Subscription Fees [Member] |
|
|
Prepaid expenses and other assets |
$ 19,000
|
|
Clinical studies [Member] |
|
|
Prepaid expenses and other assets |
|
71,000
|
Nasdaq Fees [Member] |
|
|
Prepaid expenses and other assets |
|
$ 45,000
|
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v3.23.2
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($)
|
Mar. 31, 2023 |
Mar. 31, 2022 |
Property, Plant and Equipment [Line Items] |
|
|
Total, at cost |
$ 940,142
|
$ 516,208
|
Accumulated depreciation |
(309,290)
|
(204,659)
|
Total Net |
630,852
|
311,549
|
Leasehold Improvements [Member] |
|
|
Property, Plant and Equipment [Line Items] |
|
|
Total, at cost |
216,159
|
216,159
|
Equipment [Member] |
|
|
Property, Plant and Equipment [Line Items] |
|
|
Total, at cost |
577,067
|
197,967
|
R&D Equipment [Member] |
|
|
Property, Plant and Equipment [Line Items] |
|
|
Total, at cost |
25,184
|
25,184
|
Computer Equipment and Furniture [Member] |
|
|
Property, Plant and Equipment [Line Items] |
|
|
Total, at cost |
$ 121,732
|
$ 76,898
|
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SCHEDULE OF COMPONENTS OF PATENTS AND TRADEMARKS (Details) - USD ($)
|
Mar. 31, 2023 |
Mar. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] |
|
|
Patents |
$ 3,870,057
|
$ 3,870,057
|
Trademarks |
26,142
|
26,142
|
Total at cost |
3,896,199
|
3,896,199
|
Accumulated Amortization |
(3,857,550)
|
(3,847,747)
|
Total net |
$ 38,649
|
$ 48,452
|
X |
- DefinitionAccumulated amount of amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.
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v3.23.2
SCHEDULE OF COMPONENTS OF ACCRUED EXPENSES (Details) - USD ($)
|
Mar. 31, 2023 |
Mar. 31, 2022 |
Payables and Accruals [Abstract] |
|
|
Accrued payroll and related taxes |
$ 258,978
|
$ 433,926
|
Accrued expenses |
188,666
|
18,211
|
Accrued lease termination expense |
332,238
|
332,238
|
Total |
$ 779,882
|
$ 784,375
|
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v3.23.2
NOTE PAYABLE (Details Narrative) - USD ($)
|
Mar. 31, 2023 |
Mar. 31, 2022 |
Jan. 31, 2020 |
Debt Disclosure [Abstract] |
|
|
|
Notes payable |
$ 27,351
|
$ 33,750
|
$ 42,500
|
Debt instrument, interest rate |
|
|
6.00%
|
Notes payable, current liabilities |
6,936
|
6,549
|
|
Note payable other liabilities |
$ 20,415
|
$ 27,201
|
|
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v3.23.2
SCHEDULE OF LEASE CURRENT AND NON-CURRENT ASSETS AND LIABILITIES (Details) - USD ($)
|
Mar. 31, 2023 |
Mar. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] |
|
|
Operating lease right-of-use asset |
$ 317,981
|
|
Total operating lease assets |
317,981
|
$ 299,101
|
Operating lease-current liability |
78,149
|
59,178
|
Operating lease-other liability |
239,832
|
$ 239,923
|
Total operating lease liabilities |
$ 317,981
|
|
X |
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v3.23.2
COMMITMENTS AND CONTINGENCIES (Details Narrative)
|
|
1 Months Ended |
12 Months Ended |
Jan. 10, 2023
USD ($)
ft²
|
Jan. 31, 2022
ft²
|
Jan. 31, 2020
USD ($)
|
May 31, 2017
ft²
|
Mar. 31, 2023
USD ($)
|
Mar. 31, 2022
USD ($)
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
Operating lease term |
|
|
|
84 months
|
|
|
Area of land | ft² |
|
|
|
3,577
|
|
|
Annual increase in base rent, percentage |
|
|
|
0.02
|
|
|
Lease term description |
|
|
In January 2020, the Company entered into a lease amendment to extend the lease term through November of 2026
|
|
the extended lease terms to June 2026, November 2026, and March 2027
|
|
Notes payable |
|
|
$ 42,500
|
|
$ 27,351
|
$ 33,750
|
Base rent |
|
|
|
|
2,294
|
2,205
|
Operating lease right use of asset |
|
|
|
|
317,981
|
299,101
|
Operating lease expense |
|
|
|
|
147,802
|
81,816
|
Total |
|
|
|
|
$ 317,981
|
|
Weighted average remaining lease term |
|
|
|
|
3 years 8 months 12 days
|
|
Weighted average discount rate |
|
|
|
|
28.00%
|
|
David Masters [Member] |
|
|
|
|
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
Litigation reserve |
|
|
|
|
$ 2,000,000
|
|
Legal settlement |
|
|
|
|
$ 180,000
|
|
June 2026 [Member] |
|
|
|
|
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
Operating lease treasury rate |
|
|
|
|
0.12%
|
|
November 2026 [Member] |
|
|
|
|
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
Operating lease treasury rate |
|
|
|
|
0.40%
|
|
March 2027 [Member] |
|
|
|
|
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
Operating lease treasury rate |
|
|
|
|
7.60%
|
|
Vehicles [Member] |
|
|
|
|
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
Operating lease right use of asset |
|
|
|
|
$ 88,013
|
|
January 2022 Lease [Member] |
|
|
|
|
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
Operating lease term |
|
63 months
|
|
|
|
|
Area of land | ft² |
|
2,400
|
|
|
|
|
Annual increase in base rent, percentage |
|
0.025
|
|
|
|
|
Base rent |
|
|
|
|
2,673
|
$ 2,673
|
January Ten Thousand Twenty Three Lease [Member] |
|
|
|
|
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
Area of land | ft² |
14,000
|
|
|
|
|
|
Annual increase in base rent, percentage |
0.025
|
|
|
|
|
|
Base rent |
$ 8,420
|
|
|
|
|
|
Renewal term |
5 years
|
|
|
|
|
|
Extended Lease Term to 2026 [Member] |
|
|
|
|
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
Total |
|
|
|
|
$ 445,500
|
|
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v3.23.2
GOING CONCERN (Details Narrative) - USD ($)
|
12 Months Ended |
Mar. 31, 2023 |
Mar. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
|
Net loss |
$ 8,717,608
|
$ 5,014,995
|
Net cash used in operating activities |
6,794,483
|
4,174,957
|
Accumulated deficit |
$ 71,844,029
|
$ 63,126,421
|
X |
- DefinitionAmount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities.
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v3.23.2
SCHEDULE OF TIME BASED RESTRICTED STOCK UNITS (Details) - Restricted Stock Units (RSUs) [Member] - USD ($)
|
12 Months Ended |
Mar. 31, 2023 |
Mar. 31, 2022 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] |
|
|
|
Time based RSU's, Balance |
|
372,668
|
|
Time based RSU's, Weighted Average Grant Date Fair Value Per Unit |
|
$ 4.07
|
|
Aggregate Intrinsic Value, RSU's, Balance |
[1] |
$ 760,243
|
|
Time based RSU's Granted |
|
60,600
|
549,565
|
Time based RSU's, Weighted Average Grant Date Fair Value Per Unit, Granted |
|
$ 2.89
|
$ 3.86
|
Time based RSU's Expired |
|
|
(4,073)
|
Time based RSU's, Weighted Average Grant Date Fair Value Per Unit, Expired |
|
|
$ 2.70
|
Time based RSU's Vested |
|
(177,184)
|
(172,824)
|
Time based RSU's, Weighted Average Vested Date Fair Value Per Unit, Vested |
|
$ 3.99
|
$ 3.44
|
Time based RSU's, Balance |
|
256,084
|
372,668
|
Time based RSU's, Weighted Average Grant Date Fair Value Per Unit |
|
$ 3.85
|
$ 4.07
|
Aggregate Intrinsic Value, RSU's, Balance |
[1] |
$ 643,209
|
$ 760,243
|
|
|
X |
- DefinitionThe number of equity-based payment instruments, excluding stock (or unit) options, that were forfeited during the reporting period.
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- DefinitionThe estimated dividend rate (a percentage of the share price) to be paid (expected dividends) to holders of the underlying shares over the option's term.
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v3.23.2
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - USD ($)
|
12 Months Ended |
Mar. 31, 2023 |
Mar. 31, 2022 |
Equity [Abstract] |
|
|
|
Options Outstanding, Beginning |
|
195,000
|
|
Weighted Average Exercise Price Per Share, Beginning |
[1] |
$ 1.56
|
|
Aggregate Intrinsic Value, Beginning |
[2] |
$ 100,200
|
|
Options Outstanding, Granted |
|
714,849
|
195,000
|
Weighted Average Exercise Price Per Share, Granted |
[1] |
$ 2.37
|
$ 1.56
|
Weighted Average Remaining Contractual Life |
|
6 years 3 months 18 days
|
6 years 10 months 24 days
|
Options Outstanding, Cancelled |
|
(25,000)
|
|
Weighted Average Exercise Price Per Share, Cancelled |
[1] |
$ 2.46
|
|
Options Outstanding, Ending |
|
884,849
|
195,000
|
Weighted Average Exercise Price Per Share, Ending |
[1] |
$ 2.19
|
$ 1.56
|
Aggregate Intrinsic Value, Ending |
[2] |
$ 307,750
|
$ 100,200
|
Stock options exercisable |
|
175,455
|
|
|
|
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v3.23.2
SCHEDULE OF ADDITIONAL INFORMATION ABOUT STOCK OPTIONS (Details)
|
12 Months Ended |
Mar. 31, 2023
$ / shares
shares
|
Equity [Abstract] |
|
Non-vested options, beginning of year | shares |
195,000
|
Non -vested options, end of year | shares |
709,394
|
Vested options, end of year | shares |
175,455
|
Weighted-average grant date fair value, non-vested options, beginning of year | $ / shares |
$ 1.56
|
Weighted-average grant date fair value, non-vested options, end of year | $ / shares |
2.23
|
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$ 2.01
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v3.23.2
SCHEDULE OF WARRANT ACTIVITY (Details) - Warrant [Member] - $ / shares
|
12 Months Ended |
Mar. 31, 2023 |
Mar. 31, 2022 |
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
Number of Warrants, Outstanding, Beginning balance |
3,757,484
|
1,081,668
|
Weighted-Average Exercise Price, Outstanding, Beginning balance |
$ 4.95
|
$ 2.02
|
Warrants Exercisable, Outstanding, Beginning balance |
3,693,734
|
881,982
|
Weighted-Average Exercise Price, Beginning balance |
$ 5.00
|
$ 2.00
|
Number of Warrants, Issued and granted |
|
3,043,556
|
Weighted-Average Exercise Price, Issued and granted |
|
$ 5.63
|
Number of Warrants, Exercised for cash |
(48,664)
|
(6,094)
|
Weighted-Average Exercise Price, Exercised for cash |
$ (1.36)
|
$ (6.90)
|
Number of Warrants, Cashless warrant exercises |
|
(237,724)
|
Weighted-Average Exercise Price, Cashless warrant exercises |
|
$ (1.58)
|
Number of Warrants, Expired |
(146,003)
|
(15,922)
|
Weighted-Average Exercise Price, Expired |
$ (3.70)
|
$ (5.27)
|
Number of Warrants, Cancelled |
|
(108,000)
|
Weighted-Average Exercise Price, Cancelled |
|
$ (1.79)
|
Number of Warrants, Outstanding, Ending balance |
3,562,817
|
3,757,484
|
Weighted-Average Exercise Price, Outstanding, Ending balance |
$ 5.05
|
$ 4.95
|
Warrants Exercisable, Outstanding, Ending balance |
3,540,317
|
3,693,734
|
Weighted-Average Exercise Price, Ending balance |
$ 5.07
|
$ 5.00
|
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v3.23.2
SCHEDULE OF RANGE OF WARRANT PRICES (Details) - Warrant [Member] - $ / shares
|
12 Months Ended |
|
|
|
|
Mar. 31, 2023 |
Dec. 31, 2022 |
Mar. 31, 2022 |
Apr. 30, 2021 |
Mar. 31, 2021 |
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
Warrant exercise price |
|
|
|
$ 4.44
|
|
Number of Warrants, Outstanding |
|
3,562,817
|
|
|
|
Weighted-Average Exercise Price, outstanding |
$ 5.05
|
|
$ 4.95
|
|
$ 2.02
|
Weighted-Average Remaining Contractual Life (Years), Outstanding |
3 years 3 months 10 days
|
|
|
|
|
Number of Warrants, Exercisable |
3,540,317
|
|
3,693,734
|
|
881,982
|
Weighted-Average Exercise Price, Exercisable |
$ 5.07
|
|
$ 5.00
|
|
$ 2.00
|
Range One [Member] |
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
Number of Warrants, Outstanding |
347,073
|
|
|
|
|
Weighted-Average Exercise Price, outstanding |
$ 1.35
|
|
|
|
|
Weighted-Average Remaining Contractual Life (Years), Outstanding |
3 years 5 months 4 days
|
|
|
|
|
Number of Warrants, Exercisable |
347,073
|
|
|
|
|
Weighted-Average Exercise Price, Exercisable |
$ 1.35
|
|
|
|
|
Range One [Member] | Minimum [Member] |
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
Warrant exercise price |
1.20
|
|
|
|
|
Range One [Member] | Maximum [Member] |
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
Warrant exercise price |
$ 2.00
|
|
|
|
|
Range Two [Member] |
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
Number of Warrants, Outstanding |
165,438
|
|
|
|
|
Weighted-Average Exercise Price, outstanding |
$ 2.33
|
|
|
|
|
Weighted-Average Remaining Contractual Life (Years), Outstanding |
1 year 5 months 26 days
|
|
|
|
|
Number of Warrants, Exercisable |
142,938
|
|
|
|
|
Weighted-Average Exercise Price, Exercisable |
$ 2.35
|
|
|
|
|
Range Two [Member] | Minimum [Member] |
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
Warrant exercise price |
2.01
|
|
|
|
|
Range Two [Member] | Maximum [Member] |
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
Warrant exercise price |
$ 4.00
|
|
|
|
|
Range Three [Member] |
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
Number of Warrants, Outstanding |
3,050,306
|
|
|
|
|
Weighted-Average Exercise Price, outstanding |
$ 5.62
|
|
|
|
|
Weighted-Average Remaining Contractual Life (Years), Outstanding |
3 years 4 months 6 days
|
|
|
|
|
Number of Warrants, Exercisable |
3,050,306
|
|
|
|
|
Weighted-Average Exercise Price, Exercisable |
$ 5.62
|
|
|
|
|
Range Three [Member] | Minimum [Member] |
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
Warrant exercise price |
4.01
|
|
|
|
|
Range Three [Member] | Maximum [Member] |
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
Warrant exercise price |
$ 5.63
|
|
|
|
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|
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+ References
+ Details
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Namespace Prefix: |
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Data Type: |
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|
v3.23.2
STOCKHOLDERS’ EQUITY (Details Narrative)
|
|
|
1 Months Ended |
12 Months Ended |
|
|
Oct. 14, 2022
shares
|
Aug. 13, 2021
USD ($)
$ / shares
shares
|
Mar. 31, 2023
USD ($)
shares
|
Jan. 31, 2023
USD ($)
$ / shares
shares
|
Dec. 31, 2022
shares
|
Sep. 30, 2022
shares
|
Aug. 31, 2022
USD ($)
$ / shares
shares
|
Jul. 31, 2022
USD ($)
$ / shares
shares
|
Mar. 31, 2022
USD ($)
$ / shares
shares
|
Jan. 31, 2022
USD ($)
shares
|
Dec. 31, 2021
USD ($)
shares
|
Oct. 31, 2021
USD ($)
shares
|
Sep. 30, 2021
USD ($)
$ / shares
shares
|
Aug. 31, 2021
USD ($)
$ / shares
shares
|
Jul. 31, 2021
USD ($)
$ / shares
shares
|
Jun. 30, 2021
USD ($)
$ / shares
shares
|
May 31, 2021
USD ($)
$ / shares
shares
|
Apr. 30, 2021
USD ($)
$ / shares
shares
|
Mar. 31, 2023
USD ($)
$ / shares
shares
|
Mar. 31, 2022
USD ($)
$ / shares
shares
|
Oct. 13, 2022
shares
|
Jul. 10, 2020
shares
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares sold | shares |
|
|
|
|
610,011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
137,500
|
|
|
|
Sale price per share | $ / shares |
|
|
|
|
$ 2.32
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of shares | shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
80,522
|
|
|
|
|
Conversion of notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 230,000
|
|
|
|
|
Conversion price per share | $ / shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 2.89
|
|
|
|
|
Proceeds from issuance of common shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 137,500
|
|
|
|
Net proceeds |
|
|
|
|
$ 1,389,245
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,389,245
|
10,200,881
|
|
|
Common stock sold, shares | shares |
|
|
|
|
101,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issued for services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
399,840
|
524,230
|
|
|
Gross proceeds |
|
|
|
|
$ 25,981
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock sold |
|
|
|
|
$ 349,920
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,389,245
|
5,311,629
|
|
|
Accrued interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 2,658
|
|
|
|
|
Amortization of prepaid stock issued for services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 507,600
|
$ 304,180
|
|
|
Stock options contractual term |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6 years 3 months 18 days
|
6 years 10 months 24 days
|
|
|
Stock-based Compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 1,462,768
|
$ 702,896
|
|
|
Exercise price | $ / shares |
[1] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 2.37
|
$ 1.56
|
|
|
Warrants issued |
|
|
|
$ 0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0
|
|
|
|
Measurement Input, Price Volatility [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant measurement inputs |
|
|
|
315
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
315
|
|
|
|
Measurement Input, Expected Term [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants exercise term |
|
|
|
5 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5 years
|
|
|
|
Measurement Input, Risk Free Interest Rate [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant measurement inputs |
|
|
|
0.82
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.82
|
|
|
|
Minimum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise price | $ / shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 1.39
|
|
|
|
Maximum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise price | $ / shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 2.40
|
|
|
|
Restricted Stock Units (RSUs) [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vesting of restricted stock units, shares | shares |
|
|
|
122,684
|
10,000
|
11,250
|
1,250
|
22,000
|
10,000
|
162,524
|
10,000
|
300
|
|
|
|
|
|
|
|
177,184
|
|
|
|
Time-Based Restricted Stock Units [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted stock compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 758,677
|
$ 606,014
|
|
|
Unrecognized pre-tax compensation expenses |
|
|
|
$ 921,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 921,000
|
|
|
|
Unrecognized compensation expenses recognition period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 year 2 months 12 days
|
|
|
|
Equity Option [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrecognized compensation expenses recognition period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 year 9 months 18 days
|
|
|
|
Stock options vesting period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3 years
|
|
|
|
Stock options contractual term |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7 years
|
|
|
|
Stock-based Compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 662,429
|
$ 3,595
|
|
|
Unrecognized compensation expenses |
|
|
|
$ 883,455
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 883,455
|
|
|
|
Common Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock sold, shares | shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
961,859
|
3,189,248
|
|
|
Warrant [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant exercise price | $ / shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 4.44
|
|
|
|
|
Number of warrants purchase | shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,500
|
|
|
|
|
Proceeds from warrant exercise |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 40,000
|
|
|
|
|
Stock-based Compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 41,662
|
$ 93,287
|
|
|
Warrant [Member] | Think Equity [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant exercise price | $ / shares |
|
|
|
|
|
|
|
|
|
$ 5.625
|
|
|
|
|
|
|
|
|
|
|
$ 5.625
|
|
|
Number of warrants purchase | shares |
|
|
|
|
|
|
|
|
|
500,000
|
|
|
|
|
|
|
|
|
|
|
500,000
|
|
|
Warrants exercise term |
|
|
|
|
|
|
|
|
|
5 years
|
|
|
|
|
|
|
|
|
|
|
5 years
|
|
|
IPO [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant exercise price | $ / shares |
|
|
$ 4.50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of shares | shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43,556
|
|
|
|
|
|
|
|
|
Conversion of notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 196,000
|
|
|
|
|
|
|
|
|
Conversion price per share | $ / shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 4.50
|
|
|
|
|
|
|
|
|
Gross proceeds from Issuance Initial Public Offering |
|
|
$ 11,253,850
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting Expense Ratio |
|
|
8.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity public offerings |
|
|
$ 1,473,067
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of common shares |
|
|
4,891,531
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net proceeds |
|
|
$ 4,889,252
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock sold, shares | shares |
|
|
2,500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant exercise price |
|
|
$ 9,780,783
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IPO [Member] | Warrant [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of warrants purchase | shares |
|
|
|
|
|
|
|
|
|
3,043,556
|
|
|
|
|
|
|
|
|
|
|
3,043,556
|
|
|
Warrant Holders [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant exercise price | $ / shares |
|
|
|
|
|
|
|
$ 1.41
|
$ 1.33
|
|
|
|
|
$ 1.27
|
$ 1.40
|
|
$ 2.22
|
$ 1.40
|
|
|
|
|
|
Number of warrants purchase | shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,594
|
48,786
|
|
56,250
|
90,500
|
|
|
|
|
|
Common stock sold, shares | shares |
|
|
|
|
|
|
|
24,447
|
24,217
|
|
|
|
|
1,594
|
40,038
|
|
43,324
|
79,767
|
|
|
|
|
|
Proceeds from warrant exercise |
|
|
|
|
|
|
|
$ 34,370
|
$ 32,188
|
|
|
|
|
$ 2,031
|
|
|
|
|
|
|
|
|
|
Service Provider [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issued for services, shares | shares |
|
|
|
|
|
|
|
25,000
|
|
8,609
|
7,500
|
500
|
|
42,000
|
|
|
|
|
|
|
|
|
|
Stock issued for services |
|
|
|
|
|
|
|
$ 49,920
|
|
$ 13,050
|
$ 20,100
|
$ 2,000
|
|
$ 210,000
|
|
|
|
|
|
|
|
|
|
John Lai's [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant exercise price | $ / shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 1.33
|
|
|
|
|
|
Number of warrants purchase | shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42,188
|
|
|
|
|
|
Common stock sold, shares | shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,915
|
|
|
|
|
|
Accredited Investors [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock sold, shares | shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,000
|
49,014
|
49,014
|
|
|
|
|
|
Common stock sold |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 77,000
|
$ 343,098
|
$ 343,098
|
|
|
|
|
|
Shares issued price per share | $ / shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 7.00
|
$ 7.00
|
$ 7.00
|
|
|
|
|
|
Board of Directors Chairman [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issued for services, shares | shares |
|
|
|
|
|
|
|
|
|
|
|
|
25,585
|
|
|
|
|
|
|
|
|
|
|
Stock issued for services |
|
|
|
|
|
|
|
|
|
|
|
|
$ 69,080
|
|
|
|
|
|
|
|
|
|
|
Service Provider Marketing Investor [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issued for services, shares | shares |
|
|
|
|
|
|
|
|
|
42,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issued for services |
|
|
|
|
|
|
|
|
|
$ 210,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employees And Directors [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of options on the date of grant |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 1,543,087
|
$ 310,985
|
|
|
Investors [Member] | Warrant [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant exercise price | $ / shares |
|
|
|
|
|
|
|
|
|
$ 5.625
|
|
|
|
|
|
|
|
|
|
|
$ 5.625
|
|
|
Warrants exercise term |
|
|
|
|
|
|
|
|
|
5 years
|
|
|
|
|
|
|
|
|
|
|
5 years
|
|
|
Common stock sold |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 4,805,528
|
|
|
Warrants to purchase common stock | shares |
|
|
|
|
|
|
|
|
|
2,500,000
|
|
|
|
|
|
|
|
|
|
|
2,500,000
|
|
|
Director [Member] | Warrant [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant exercise price | $ / shares |
|
|
|
|
|
|
|
|
|
$ 5.625
|
|
|
|
|
|
|
|
|
|
|
$ 5.625
|
|
|
Conversion of notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 196,000
|
|
|
Warrants exercise term |
|
|
|
|
|
|
|
|
|
5 years
|
|
|
|
|
|
|
|
|
|
|
5 years
|
|
|
Warrants to purchase common stock | shares |
|
|
|
|
|
|
|
|
|
43,556
|
|
|
|
|
|
|
|
|
|
|
43,556
|
|
|
Conversion of Stock, Amount Issued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 83,724
|
|
|
2020 Equity Incentive Plan [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares of our common stock authorized | shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000,000
|
Amended Plan [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares of our common stock authorized | shares |
|
3,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000,000
|
|
Number of shares available to grant | shares |
|
|
|
1,483,474
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,483,474
|
|
|
|
Common stock available and reserved to be issued | shares |
|
3,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amended Plan [Member] | Non employee Director [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum aggregate number of shares of common stock granted | shares |
|
10,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares sold | shares |
|
|
2,500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale price per share | $ / shares |
|
|
$ 4.50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant exercise price | $ / shares |
|
|
$ 5.625
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of shares | shares |
|
|
43,556
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of notes |
|
|
$ 196,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion price per share | $ / shares |
|
|
$ 4.50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting agreement of shares, description |
|
|
In
addition, pursuant to the Underwriting Agreement, the Company granted ThinkEquity a 45-day option to purchase up to 375,000 additional
shares of common stock, and/or 375,000 additional warrants, to cover over-allotments in connections with the Offering, which ThinkEquity
partially exercised to purchase 375,000 warrants on the closing date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of warrants purchase | shares |
|
|
125,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale of stock percentage in public offering |
|
|
5.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants exercise term |
|
|
5 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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v3.23.2
SCHEDULE OF DEFERRED TAX (Details) - USD ($)
|
Mar. 31, 2023 |
Mar. 31, 2022 |
Income Tax Disclosure [Abstract] |
|
|
Net operating loss carryforwards |
$ 8,311,000
|
$ 6,281,000
|
Stock compensation |
933,000
|
512,000
|
Other |
118,000
|
95,000
|
Total deferred tax assets |
9,362,000
|
6,888,000
|
Valuation allowance |
(9,362,000)
|
(6,888,000)
|
Net deferred tax assets |
|
|
X |
- DefinitionAmount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards.
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v3.23.2
v3.23.2
INCOME TAXES (Details Narrative) - USD ($)
|
12 Months Ended |
Mar. 31, 2023 |
Mar. 31, 2022 |
Net operating loss carry forwards |
$ 29,000,000
|
$ 21,900,000
|
Deferred tax assets operating loss carryforwards |
8,311,000
|
6,281,000
|
Change in the valuation allowance |
2,474,000
|
1,613,000
|
Accrued interest and penalties related to uncertain tax positions |
0
|
$ 0
|
Gel-Del Technologies, Inc [Member] |
|
|
Net operating loss carry forwards |
7,000,000
|
|
Accumulated pre-merger operating loss carryforwards |
$ 7,000,000
|
|
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v3.23.2
SUBSEQUENT EVENTS (Details Narrative) - USD ($)
|
|
1 Months Ended |
12 Months Ended |
Apr. 17, 2023 |
Jan. 31, 2023 |
Mar. 31, 2023 |
Mar. 31, 2022 |
Subsequent Event [Line Items] |
|
|
|
|
Number of shares sold |
|
610,011
|
137,500
|
|
Sale of stock price per share |
|
$ 2.32
|
|
|
Proceeds from issuance of common stock |
|
|
$ 137,500
|
|
Subsequent Event [Member] |
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
Number of shares sold |
793,585
|
|
|
|
Sale of stock price per share |
$ 2.75
|
|
|
|
Proceeds from issuance of common stock |
$ 2,094,000
|
|
|
|
Deferred Offering Costs |
25,305
|
|
|
|
Professional Fees |
$ 63,456
|
|
|
|
X |
- DefinitionSpecific incremental costs directly attributable to a proposed or actual offering of securities which are deferred at the end of the reporting period.
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