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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
November
14, 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
2.02 |
Results
of Operations and Financial Condition. |
On
November 14, 2023, PetVivo Holdings, Inc. (the “Company”) issued a press release announcing financial results for the second
quarter ended September 30, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated
in this Item 2.02 by reference.
The
information contained under this Item 2.02 in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not
be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject
to the liabilities of that Section. Furthermore, the information contained under this Item 2.02 in this Current Report on Form 8-K, including
Exhibit 99.1, shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to
the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
| Item
9.01 |
Financial
Statements and Exhibits. |
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:
November 14, 2023 |
By: |
/s/
John Lai |
| |
Name: |
John
Lai |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
PetVivo
Reports Second Quarter of Fiscal 2024 Financial Results
Conference
call begins at 4:00 p.m. Central time today
EDINA,
MN (November 14, 2023) – PetVivo Holdings, Inc. (Nasdaq: PETV), an emerging biomedical device company focused on the commercialization
of innovative medical therapeutics for animals, announces financial results for the three months ended September 30, 2023 (“second
quarter of 2024”).
Key
highlights from the second quarter of 2024 and through November 14, 2023, include the following:
| |
● |
Released
clinical study results which demonstrate the benefit and tolerability of an intra-articular injection of Spryng™ into the stifle
joint for dogs with suspected cruciate ligament rupture (similar to ACL tear in humans); |
| |
● |
Raised
$2.35 million from the sale of the Company’s common stock in a convertible note offering and a registered direct offering in
the second quarter of 2024; |
| |
● |
Entered
into an At-The-Market Sales Agreement (“ATM Sales Agreement”) with ThinkEquity, LLC for the sale of shares of the Company’s
common stock with an aggregate offering price of up to $2.5 million. |
Subsequent
to September 30, 2023, the Company raised an aggregate of $870,000 in gross proceeds from sales under its ATM Sales Agreement.
Management
Commentary
“We
are excited about the progress the Company has made this past quarter, including the recent release to the veterinary community of beneficial
clinical trial results related to PetVivo’s innovative medical device, Spryng™ with OsteoCushion™ Technology,”
said John Lai, Chief Executive Officer of PetVivo Holdings, Inc. “The clinical trial data and corresponding results, provided by
Ethos Veterinary Health, a nationally renowned operator of 145 world-class specialty veterinary hospitals, indicated significant improvement
in the thirty-nine dogs injected with Spryng. All primary and secondary clinical endpoints related to pain, lameness and quality of life
were achieved. This clinical trial demonstrates that Spryng™ is a reasonable, non-invasive alternative for patients with cranial
cruciate disease (“CCD”) when patient and/or owner factors preclude surgical intervention.”
Second
Quarter Financial Results
For
The Three Months Ended September 30, 2023 Compared to The Three Months Ended September 30, 2022
Total
Revenues. Revenues were $207,366 and $223,280 for three months ended September 30, 2023 and 2022, respectively. Revenues in the
three months ended September 30, 2023 consist of sales of our Spryng™ product to MWI Veterinary Supply Co. (“our Distributor”)
of $143,606 and to veterinary clinics in the amount of $63,760. In the three months ended September 30, 2022, our revenues of $223,280
consisted of sales of our Spryng™ product to our Distributor of $118,264 and to veterinary clinics in the amount of $105,016.
Cost
of Sales. Cost of sales was $140,913 and $148,149 for the three months ended September 30, 2023 and 2022, respectively. Cost
of sales includes product costs related to the sale of our Spryng™ product and labor and overhead costs.
Operating
Expenses. Operating expenses were $3,010,796 and $2,194,689 for the three months ended September 30, 2023 and 2022, respectively.
Operating expenses consisted of general and administrative, sales and marketing, and research and development expenses. The increase
is primarily due to increased general and administrative expenses and sales and marketing expenses related to the sale of our Spryng™
product.
Operating
Loss. As a result of the foregoing, our operating loss was $2,944,343 and $2,119,568 for the three months ended September 30,
2023 and 2022, respectively. The increase was related to costs to support the launch of Spryng™.
Other
(Expense) Income. Other expense was $716,810 for the three months ended September 30, 2023 as compared to other income of $7,979
for the three months ended September 30, 2022. Other expense in 2023 consisted of a loss on extinguishment of debt of $534,366, a settlement
to a former employee and interest expense. Other income in 2022 consisted of net interest income.
Net
Loss. Our net loss for the three months ended September 30, 2023 was $3,661,153 or ($0.28) per share as compared to a net loss
of $2,111,589 or ($0.21) per share for the three months ended September 30, 2022. The increase was related to the costs to support the
launch of Spryng™ and loss on extinguishment of debt. The weighted average number of shares outstanding was 12,987,641 and 10,053,463
for the three months ended September 30, 2023 and 2022, respectively.
Year
to Date Financial Results
Revenues.
Revenues were $324,549 for six the months ended September 30, 2023 compared to revenues of $281,454 in the six months ended September
30, 2022. Revenues in the six months ended September 30, 2023 consisted of sales of our Spryng™ product to our Distributor of $177,395
and to veterinary clinics in the amount of $147,154. In the six months ended September 30, 2022, our revenues of $281,454 consisted of
sales of our Spryng™ product to our Distributor of $118,264 and to veterinary clinics in the amount of $163,190.
Cost
of Sales. Cost of sales was $223,183 and $201,179 for the six months ended September 30, 2023 and 2022, respectively. Cost of
sales includes product costs related to the sale of products and labor and overhead costs.
Operating
Expenses. Operating expenses were $5,939,287 and $4,165,936 for the six months ended September 30, 2023 and 2022, respectively.
Operating expenses consisted of general and administrative, sales and marketing, and research and development expenses. The increase
is primarily due to increased general and administrative expenses and sales and marketing expenses related to the sale of our Spryng™
product.
Operating
Loss. As a result of the foregoing, our operating loss was $5,837,920 and $4,085,661 for the six months ended September 30, 2023
and 2022, respectively. The increase in our operating loss, was related to the costs to support the launch of Spryng™, stock issued
for services and stock compensation.
Other
(Expense) Income. Other expense was $716,810 for the six months ended September 30, 2023 as compared to other income of $8,644
for the six months ended September 30, 2022. Other expense in 2023 consisted of a loss on extinguishment of debt of $534,366, a settlement
to a former employee and interest expense. Other income in 2022 consisted of interest income.
Net
Loss. Our net loss for the six months ended September 30, 2023 was $6,554,730 or ($0.53) per share as compared to a net loss
of $4,077,017 or ($0.41) per share for the six months ended September 30, 2022. The weighted average number of shares outstanding was
12,325,973 and 10,021,090 for the six months ended September 30, 2023 and 2022, respectively.
Balance
Sheet and Inventory
As
of September 30, 2023, our current assets were $2,015,826, including $55,254 in cash and cash equivalents. Our working capital as of
September 30, 2023 was $100,517.
Conference
Call and Webcast
A
live webcast of the conference call and related earnings release materials can be accessed on the Company’s Investor Relations
website at:
https://audience.mysequire.com/webinar-view?webinar_id=13014345-4054-48e0-b0d9-f0b425d9e51c
A
replay of the webcast will be available through the same link following the conference call. Participants can also access the call using
the dial-in details below:
Date:
November 14, 2023
Time:
4:00 p.m. CT (5:00 pm ET)
Dial-in
number: +1 669 444 9171
Conference
ID: 88693059825
Passcode:
802278
About
PetVivo Holdings, Inc.
PetVivo
Holdings, Inc. (the “Company”) is in the business of licensing and commercializing its 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 as 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 twenty patents protects the Company’s
biomaterials, products, production processes and methods of use.
Cautionary
Note Regarding Forward-Looking Statements
This
press release contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act
of 1995. Forward-looking statements include all statements that do not relate solely to historical or current facts, including without
limitation the Company’s proposed development and commercial timelines, and can be identified by the use of words such as “may,”
“will,” “expect,” “project,” “estimate,” “anticipate,” “plan,”
“believe,” “potential,” “should,” “continue” or the negative versions of those words
or other comparable words. Forward-looking statements are not guarantees of future actions or performance. These forward-looking statements
are based on information currently available to the Company and its current plans or expectations and are subject to a number of uncertainties
and risks that could significantly affect current plans. Risks concerning the Company’s business are described in detail in the
Company’s Annual Report on Form 10-K for the year ended March 31, 2023, and other periodic and current reports filed with the Securities
and Exchange Commission. The Company is under no obligation to, and expressly disclaims any such obligation to, update or alter its forward-looking
statements, whether as a result of new information, future events, or otherwise.
Disclosure
Information
The
Company uses and intends to continue to use its Investor Relations website as a means of disclosing material nonpublic information, and
for complying with its disclosure obligations under Regulation FD. Accordingly, investors should monitor the Company’s Investor
Relations website, in addition to following the Company’s press releases, SEC filings, public conference calls, presentations,
and webcasts.
Contact:
John
Lai, CEO
PetVivo
Holdings, Inc.
Email:
info1@petvivo.com
(952)
405-6216
(Tables
to follow)
PETVIVO
HOLDINGS, INC.
CONDENSED
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| | |
September 30, 2023 (Unaudited) | | |
March 31, 2023 | |
| | |
| | |
| |
| Assets: | |
| | | |
| | |
| Current Assets | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 55,254 | | |
$ | 475,314 | |
| Accounts receivable | |
| 155,888 | | |
| 86,689 | |
| Inventory | |
| 434,080 | | |
| 370,283 | |
| Prepaid expenses and other assets | |
| 1,370,604 | | |
| 491,694 | |
| Total Current Assets | |
| 2,015,826 | | |
| 1,423,980 | |
| | |
| | | |
| | |
| Property and Equipment, net | |
| 665,381 | | |
| 630,852 | |
| | |
| | | |
| | |
| Other Assets: | |
| | | |
| | |
| Operating lease right-of-use asset | |
| 1,318,666 | | |
| 317,981 | |
| Patents and trademarks, net | |
| 34,374 | | |
| 38,649 | |
| Security deposit | |
| 27,490 | | |
| 27,490 | |
| Total Other Assets | |
| 1,380,530 | | |
| 384,120 | |
| Total Assets | |
$ | 4,061,737 | | |
$ | 2,438,952 | |
| | |
| | | |
| | |
| Liabilities and Stockholders’ Equity: | |
| | | |
| | |
| | |
| | | |
| | |
| Current Liabilities | |
| | | |
| | |
| Accounts payable | |
$ | 912,040 | | |
$ | 588,713 | |
| Accrued expenses | |
| 818,357 | | |
| 779,882 | |
| Operating lease liability – short term | |
| 177,773 | | |
| 78,149 | |
| Note payable and accrued interest | |
| 7,139 | | |
| 6,936 | |
| Total Current Liabilities | |
| 1,915,309 | | |
| 1,453,680 | |
| Non-Current Liabilities | |
| | | |
| | |
| Note payable and accrued interest (net of current portion) | |
| 16,856 | | |
| 20,415 | |
| Operating lease liability (net of current portion) | |
| 1,140,893 | | |
| 239,832 | |
| Total Non-Current Liabilities | |
| 1,157,749 | | |
| 260,247 | |
| Total Liabilities | |
| 3,073,058 | | |
| 1,713,927 | |
| Commitments and Contingencies | |
| | | |
| | |
| Stockholders’ Equity: | |
| | | |
| | |
| Preferred Stock, par value $0.001, 20,000,000 shares authorized, no shares issued and outstanding at September 30, 2023 and March 31, 2023 | |
| - | | |
| - | |
| Common Stock, par value $0.001, 250,000,000 shares authorized, 13,841,731 and 10,950,220 issued and outstanding at September 30, 2023 and March 31, 2023, respectively | |
| 13,842 | | |
| 10,950 | |
| Common Stock to be Issued | |
| - | | |
| 137,500 | |
| Additional Paid-In Capital | |
| 79,373,596 | | |
| 72,420,604 | |
| Accumulated Deficit | |
| (78,398,759 | ) | |
| (71,844,029 | ) |
| Total Stockholders’ Equity | |
| 988,679 | | |
| 725,025 | |
| Total Liabilities and Stockholders’ Equity | |
$ | 4,061,737 | | |
$ | 2,438,952 | |
PETVIVO
HOLDINGS, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| | |
Three Months Ended September 30, | | |
Six Months Ended September 30, | |
| | |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| Revenues | |
$ | 207,366 | | |
$ | 223,280 | | |
$ | 324,549 | | |
$ | 281,454 | |
| | |
| | | |
| | | |
| | | |
| | |
| Cost of Sales | |
| 140,913 | | |
| 148,159 | | |
| 223,182 | | |
| 201,179 | |
| Gross Profit | |
| 66,453 | | |
| 75,121 | | |
| 101,367 | | |
| 80,275 | |
| | |
| | | |
| | | |
| | | |
| | |
| Operating Expenses: | |
| | | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | |
| Sales and Marketing | |
| 1,078,725 | | |
| 867,985 | | |
| 2,020,611 | | |
| 1,524,554 | |
| Research and Development | |
| 240,281 | | |
| 140,384 | | |
| 464,088 | | |
| 212,040 | |
| General and Administrative | |
| 1,691,790 | | |
| 1,186,320 | | |
| 3,454,588 | | |
| 2,429,342 | |
| | |
| | | |
| | | |
| | | |
| | |
| Total Operating Expenses | |
| 3,010,796 | | |
| 2,194,689 | | |
| 5,939,287 | | |
| 4,165,936 | |
| | |
| | | |
| | | |
| | | |
| | |
| Operating Loss | |
| (2,944,343 | ) | |
| (2,119,568 | ) | |
| (5,837,920 | ) | |
| (4,085,661 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Other (Expense) Income | |
| | | |
| | | |
| | | |
| | |
| Loss on Extinguishment of Debt | |
| (534,366 | ) | |
| - | | |
| (534,366 | ) | |
| - | |
| Settlement Expense | |
| (180,000 | ) | |
| - | | |
| (180,000 | ) | |
| - | |
| Interest (Expense) Income | |
| (2,444 | ) | |
| 7,979 | | |
| (2,444 | ) | |
| 8,644 | |
| | |
| | | |
| | | |
| | | |
| | |
| Total Other (Expense) Income | |
| (716,810 | ) | |
| 7,979 | | |
| (716,810 | ) | |
| 8,644 | |
| | |
| - | | |
| - | | |
| - | | |
| - | |
| Loss before taxes | |
| (3,661,153 | ) | |
| (2,111,589 | ) | |
| (6,554,730 | ) | |
| (4,077,017 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Income Tax Provision | |
| - | | |
| - | | |
| - | | |
| - | |
| | |
| | | |
| | | |
| | | |
| | |
| Net Loss | |
$ | (3,661,153 | ) | |
$ | (2,111,589 | ) | |
$ | (6,554,730 | ) | |
$ | (4,077,017 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net Loss Per Share: | |
| | | |
| | | |
| | | |
| | |
| Basic and Diluted | |
$ | (0.28 | ) | |
$ | (0.21 | ) | |
$ | (0.53 | ) | |
$ | (0.41 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted Average Common Shares Outstanding: | |
| | | |
| | | |
| | | |
| | |
| Basic and Diluted | |
| 12,987,641 | | |
| 10,053,463 | | |
| 12,325,973 | | |
| 10,021,090 | |
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