Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

August 11, 2023

Date of Report (Date of earliest event reported)

PETVIVO HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada

001-40715

99-0363559

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

5251 Edina Industrial Blvd.

Edina, Minnesota

55349

(Address of principal executive offices)

(Zip Code)

(952) 405-6216

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	PETV	The Nasdaq Stock Market LLC
Warrants	PETVW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 1.01

Entry into a Material Definitive Agreement

On August 11, 2023, PetVivo Holdings, Inc. (the “Company”) entered into Convertible Debenture Conversion Agreements (“Conversion Agreements”) with three debenture holders (“Debenture Holders”) who advanced an aggregate of $550,000 to the Company pursuant to convertible debentures (“Convertible Debentures”) dated July 26, 2023. The Company previously disclosed the issuance, sale, and terms of these Convertible Debentures in its Form 8-K dated July 27, 2023 filed with the Securities and Exchange Commission on July 31, 2023.

Pursuant to the Conversion Agreements, each Debenture Holder agreed to voluntarily and immediately convert the outstanding balance on his Convertible Debenture into shares of the Company’s common stock prior to January 26, 2024, the maturity date of the Convertible Debentures, provided that the Company (i) adjust the original conversion rate to one share of the Company’s common stock for each $1.50 of principal (reduced from $1.60 in the Convertible Debenture) and pay an amount equal to six months of interest (the “New Conversion Rate”) and (ii) grant warrants to the Debenture Holders providing each Debenture Holder with the right to purchase the number of shares of the Company’s common stock issued to the Debenture Holder in the conversion.

Pursuant to the Conversion Agreement effective as of August 11, 2023, the Debenture Holders converted $550,000 in Convertible Debenture and accrued interest of $27,500 on the Convertible Debentures, into (i) 385,000 shares of the Company’s common stock restricted under Rule 144 of the Securities Act of 1933, as amended and (ii) warrants (“Warrants”) to purchase an aggregate of 385,000 shares of the Company’s common stock. The Warrants are exercisable any time on or after February 7, 2024 and prior to August 10, 2026 at an exercise price of Two Dollars ($2.00) per share.

The foregoing description of the Conversion Agreement and the Warrants is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibits 10.1 and 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

4.1	Form of Warrant
10.1	Form of Convertible Debenture Conversion Agreement dated August 11, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PETVIVO HOLDINGS, INC.

Date: August 11, 2023	By:	/s/ John Lai
	Name:	John Lai
	Title:	Chief Executive Officer

Exhibit 4.1

WARRANT

To Purchase

___

Shares of Common Stock

PETVIVO HOLDINGS, INC.

August 11, 2023

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OR CONVERSION OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES OF THE UNITED STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT PURSUANT TO REGISTRATION UNDER THE ACT OR PURSUANT TO AN EXEMPTION THEREFROM, AND EXCEPT AS PERMITTED UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

PetVivo Holdings, Inc., a Nevada corporation (the “Company”), for value received, hereby certifies that (the “Holder”), or assigns, is entitled, subject to the terms set forth below, to purchase from the Company _____ shares of the Company’s Common Stock, $0.001 par value (the “Common Stock”), subject to adjustment as provided by the terms of this Warrant, at an exercise price per share of $2.00 per share (the “Exercise Price”). The shares issuable upon exercise or conversion of this Warrant, as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the “Warrant Shares.”

This Warrant is further subject to the following provisions, terms, and conditions:

Term. This Warrant may be exercised by the Holder, in whole or in part, at any time beginning on or after February 7, 2024, on or after 5:00 P.M. Central Standard Time if exercised pursuant to the terms of Section 2 or 3 hereof. These exercise rights shall continue until expiration on August 10, 2026, at which time this Warrant shall be null and void.

Manner of Exercise. This Warrant may be exercised by the Holder, in whole or in part (but not as to any fractional shares of Common Stock), by surrendering this Warrant, with the Exercise Form attached hereto as Exhibit A filled in and duly executed by such Holder or by such Holder’s duly authorized attorney, to the Company at its principal office accompanied by payment of the Exercise Price in the amount of the Exercise Price multiplied by the number of shares as to which the Warrant is being exercised. The Exercise Price may be paid in the form of a cashier’s check, certified check, or wire transfer of funds.

Effective Date of Exercise or Conversion. Each exercise or conversion of this Warrant shall be deemed effective as of the close of business on the day on which this Warrant is surrendered to the Company as provided in Section 2 above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise or conversion shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. Within ten (10) days after the exercise or conversion of this Warrant in full or in part, the Company will, at its expense, cause to be issued in the name of and delivered to the Holder or such other person as the Holder may (upon payment by such Holder of any applicable transfer taxes) direct: (i) a certificate or certificates for the number of full Warrant Shares to which such Holder is entitled upon such exercise or conversion, and (ii) unless this Warrant has expired, a new Warrant or Warrants (dated the date hereof and in a form identical hereto) representing the right to purchase the remaining number of shares of Common Stock, if any, with respect to which this Warrant has not then been exercised or converted.

Adjustments to Exercise Price. The above provisions are, however, subject to the following:

(i)

If the Company shall at any time after the date of this Warrant subdivide or combine the outstanding shares of its capital stock or declare a dividend payable in capital stock, then the number of shares of Common Stock for which this Warrant may be exercised immediately prior to the subdivision, combination or record date for such dividend payable in capital stock shall forthwith be proportionately decreased, in the case of combination, or increased, in the case of subdivision or dividend payable in capital stock.

(ii)

If the Company shall at any time after the date of this Warrant subdivide or combine the outstanding shares of capital stock or declare a dividend payable in capital stock or other securities, the Exercise Price in effect immediately prior to the subdivision, combination, or record date for such dividend payable in capital stock or other securities shall forthwith be proportionately increased, in the case of combination, or decreased, in the case of subdivision or dividend payable in capital stock or other securities.

(iii)

If any capital reorganization or reclassification of the capital stock of the Company, or share exchange, combination, consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation shall be effected in such a way that holders of capital stock shall be entitled to receive stock, securities or assets with respect to or in exchange for capital stock, then, as a condition of such reorganization, reclassification, share exchange, combination, consolidation, merger or sale, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to receive upon exercise of this Warrant, upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the shares of the Common Stock of the Company into which this Warrant could be exercisable or convertible, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the maximum number of shares of such stock issuable upon exercise of this Warrant, and in any such case appropriate provisions shall be made with respect to the rights and interests of Holder to the end that the provisions hereof (including without limitation provisions for adjustments of the Exercise Price and of the number of shares purchasable upon exercise or conversion of this Warrant) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise or conversion hereof. The Company shall not affect any such share exchange, combination, consolidation, merger, or sale, unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such share exchange, combination, consolidation, or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed to the Holder, at the last address of such Holder appearing on the books of the Company, the obligation to deliver to such Holder such shares of stock, securities or assets that, in accordance with the foregoing provisions, such Holder may thereafter be entitled to receive upon exercise or conversion of this Warrant. Alternatively, the Company may cash out the Warrants based upon the per-share price for Common Stock that is obtained from such successor in connection with such transaction.

No Voting Rights. This Warrant shall not entitle the Holder to any voting rights or other rights as a shareholder of the Company unless and until exercised or converted pursuant to the provisions hereof.

	6.	Exercise or Transfer of Warrant or Resale of Common Stock. The Holder agrees to give written notice to the Company thirty (30) days prior to any proposed transfer of this Warrant, in whole or in part, or any proposed transfer of any shares of Common Stock issued upon the exercise or conversion hereof, which notice shall describe the manner of any proposed transfer. Such notice shall include an opinion of counsel reasonably satisfactory to the Company that (i) the proposed exercise or transfer may be affected without registration or qualification under the Securities Act of 1933, as amended (the “Act”), and any applicable state securities or blue sky laws, or (ii) the proposed exercise or transfer has been registered under such laws. The Company may require that an appropriate legend may be endorsed on the certificates for such shares respecting restrictions upon transfer thereof necessary or advisable in the opinion of counsel to the Company to prevent further transfer that would be in violation of Section 5 of the Act and applicable state securities or blue sky laws. If in the opinion of counsel to the Company or other counsel acceptable to the Company the proposed transfer or disposition of this Warrant or the Warrant Shares described in the written notice given pursuant to this Section 6 may not be effected without registration of this Warrant or the Warrant Shares, the Company shall give written notice thereof to the Holder within 30 days after the Company receives such notice, and such holder will limit its activities in respect to such as, in the opinion of such counsel, is permitted by law.

	7.	Covenants of the Company. The Company covenants and agrees that all shares that may be issued upon conversion of this Warrant will, upon issuance, be duly authorized and issued, fully paid, nonassessable, and free from all taxes, liens, and charges with respect to the issuance thereof. The Company further covenants and agrees that the Company will at all times have authorized and reserved for the purpose of issuance upon exercise hereof, a sufficient number of shares of its Common Stock and the common stock into which such Common Stock is convertible, to provide for the exercise of this Warrant.

Certain Notices. The Holder shall be entitled to receive from the Company immediately upon declaration thereof and at least 20 days prior to the record date for determination of shareholders entitled thereto or to vote thereon (or, if no record date is set, prior to the event), written notice of any event that could require an adjustment pursuant to Section 5 hereof or of the dissolution or liquidation of the Company. All notices hereunder shall be in writing and shall be delivered personally or by telecopy (receipt confirmed) to such party (or, in the case of an entity, to an executive officer of such party) or shall be sent by a reputable express delivery service or by certified mail, postage prepaid with return receipt requested, addressed as follows:

If to the Holder, to:

__________________

If to the Company, to:

PetVivo Holdings, Inc.

5251 Edina Industrial Blvd.

Edina, MN 55439

Attention: John Lai, CEO

PHONE: (952) 258-922

Any party may change the above-specified recipient and/or mailing address by notice to all other parties given in the manner herein prescribed. All notices shall be deemed given on the day when actually delivered as provided above (if delivered personally or by telecopy) or on the day shown on the return receipt (if delivered by mail or delivery service).

Miscellaneous.

No amendment, modification, or waiver of any provision of this Warrant shall be effective unless the same shall be in writing and signed by the holder hereof.

This Warrant shall be governed by and construed in accordance with the laws of the State of Nevada.

ACCORDINGLY, the Company has caused this Warrant to be signed by its authorized officer and dated as of the date stated above.

	PetVivo Holdings, Inc.

	By:
		John Lai, Chief Executive Officer

Exhibit 10.1

CONVERTIBLE DEBENTURE CONVERSION AGREEMENT

THIS CONVERTIBLE DEBENTURE CONVERSION AGREEMENT (this “Agreement”) is made and entered into as of the 11^th day of August, 2023 (“Effective Date”) by and between PetVivo Holdings, Inc., a Nevada corporation (the “Company”), and the individual listed on the signature page hereto (the “Debenture Holder”).

WHEREAS, the Debenture Holder holds a Convertible Debenture issued by the Company on July 26, 2023 in the principal amount set forth on the signature page hereto (the “Debenture”), convertible into shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), at a conversion rate of one share of Common Stock for the greater of i) the per Share price at which the Company sells Shares of the Company Common Stock in the Qualified Financing; or ii) One Dollar and Sixty Cents ($1.60) (the “Original Conversion Rate”);

WHEREAS, in consideration of the Debenture Holder’s agreement to voluntarily and immediately convert the entire outstanding balance of the Debenture prior to the closing date of the Debenture, respectively, the Company agrees to i) adjust the Original Conversion Rate to one share of Common Stock for each $1.50 of principal and an amount equal to six months of interest (the “New Conversion Rate”), and ii) grant a warrant to the Debenture Holder providing the right to purchase ___________ (_____ shares of common stock at any time after six months from the date of issuance and prior to the third year anniversary of the Effective Date at a price of Two Dollars ($2.00) per share (“Warrant”).

NOW, THEREFORE, for and in consideration of the mutual agreements set forth herein, the parties hereto agree as follows:

1. Conversion of Debenture; Change in Exercise Price. Subject to the terms and conditions set forth herein, upon receipt by the Company of this Agreement signed by Debenture Holder (the “Closing Date”) all of the outstanding principal amount and an amount equal to six months of interest will automatically convert into the number of shares of the Company’s Common Stock as determined based on the New Conversion Rate. Furthermore, the Debenture Holder will receive the Warrant providing the right to purchase up to Two Hundred Ten Thousand (210,000) shares of common stock at any time after six months from the date of issuance and prior to the third year anniversary of the Effective Date at a price of Two Dollars ($2.00) per share.

2. Manner of Conversion/Termination of Debenture. On the Closing Date, the Company shall issue and deliver to the Debenture Holder, or to such other party as directed by the Debenture Holder, i) a certificate or certificates or other document evidencing the shares of Common Stock issued upon conversion as set forth in Section 1 of this Agreement, and ii) the Warrant providing the Debenture Holder the right to purchase up to _______________ (______) shares of common stock at any time after six months from the date of issuance and prior to the third year anniversary of the Effective Date at a price of Two Dollars ($2.00) per share. Upon receipt of such certificate or certificates or other document evidencing the shares of Common Stock by the Debenture Holder as well as receipt of such Warrant, the Debenture will be deemed paid in full and the accrued interest will be deemed satisfied, with no further obligations thereunder or for the borrowing evidenced by the Debenture, and all rights of the Debenture Holder under the Debenture shall cease and the Debenture Holder shall be deemed to be a holder of record of the shares of Common Stock of the Company into which the Debenture was converted as well as the holder of record of the Warrant. On the Closing Date, the Debenture Holder shall deliver to the Company the Debenture.

3. Representations of Debenture Holder. The Debenture Holder represents and warrants to the Company that: (i) Debenture Holder has, and at the time immediately prior to the Closing Date, it will have, good and valid title to the Debenture, free and clear of all liens, security interests, encumbrances, equities and claims, with no defects of title whatsoever and (ii) Debenture Holder is not a party to or bound by any agreement, or any judgment, decree or ruling of any governmental authority, affecting or relating to Debenture Holder’s right to convert the Debenture.

4. Unregistered Securities. The Debenture Holder understands that the shares of Common Stock to be issued hereunder have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and agrees that none of the shares of Common Stock to be issued hereunder may be sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed of except in compliance with the Securities Act. The Debenture Holder will not, directly or indirectly, voluntarily offer, sell, transfer, pledge, hypothecate or otherwise dispose of (or solicit any offers to purchase or otherwise acquire or take a pledge of) any shares of Common Stock to be issued hereunder unless (i) registered pursuant to the provisions of the Securities Act, or (ii) an exemption from registration is available under the Securities Act. The Debenture Holder has been advised that neither the Company nor the Company has an obligation, and does not intend, to cause any shares of Common Stock to be issued hereunder to be registered under the Securities Act, or to take any action necessary for the Debenture Holder to comply with any exemption under the Securities Act that would permit such shares of Common Stock to be issued hereunder to be sold by the Debenture Holder. The Debenture Holder understands that the legal consequences of the foregoing mean that the Debenture Holder must bear the economic risk of his investment in the Company for an indefinite period of time. The Debenture Holder further understands that, if the Debenture Holder desires to sell or transfer all or any part of the shares of Common Stock to be issued hereunder, the Company may require the Debenture Holder’s counsel to provide a legal opinion that the transfer may be made without registration under the Securities Act. The Debenture Holder understands that the shares of Common Stock to be issued hereunder will bear substantially the following restrictive legend:

THE SHARES OF STOCK EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE ACT”) NOR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATES, AND HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION FOR NONPUBLIC OFFERINGS. ACCORDINGLY, THE SALE, TRANSFER, PLEDGE, HYPOTHECATION, OR OTHER DISPOSITION OF ANY SUCH SECURITIES OR ANY INTEREST THEREIN MAY NOT BE ACCOMPLISHED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED.

5. Covenants. The Debenture Holder hereby covenants and agrees that for a period of at least six (6) months following the Closing Date, Debenture Holder shall not, without the prior consent of the Company, sell or otherwise dispose of, whether directly or indirectly, the Common Stock issued upon conversion pursuant to Section 1.

6. Waiver of Notice. The Company and the Debenture Holder hereby waive any and all notice required pursuant to the Debenture.

7. Survival of Representations and Warranties. All representations and warranties made hereunder shall survive the consummation of the transactions contemplated hereunder.

8. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the respective parties hereto, their legal representatives, successors, and assigns.

8. Non-waiver. No delay or failure by any party to exercise any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right, unless otherwise expressly provided herein.

9. Headings. Headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions.

10. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Nevada.

11. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall be one and the same instrument.

IN WITNESS WHEREOF the parties have signed this instrument as of the date first set forth above.

PETVIVO HOLDINGS, INC.

By:

Name:	John Lai

Title:	Chief Executive Officer

DEBENTURE HOLDER:

Name:

Signature:

Principal Amount of Debenture: $
Interest Amount: $
Total Shares Issued:
Total Warrant Shares Issued:

Cover	Aug. 11, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 11, 2023
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	55349
City Area Code	(952)
Local Phone Number	405-6216
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock [Member]
Title of 12(b) Security	Common Stock
Trading Symbol	PETV
Security Exchange Name	NASDAQ
Warrants
Title of 12(b) Security	Warrants
Trading Symbol	PETVW
Security Exchange Name	NASDAQ