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

February 2, 2024

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.

To the extent required, the discussion of the Subscription Agreements and Warrant Agreements set forth in Item 3.02 below is incorporated by reference into this Item 1.01.

Item 3.02 Unregistered Sale of Securities

Effective as of February 2, 2024, PetVivo Holdings, Inc. (the “Company”, “we” and “us”) sold an aggregate of 1,386,469 units to 13 accredited investors, with each unit consisting of one share of restricted common stock and one warrant to purchase one share of common stock (the “Warrants” and the agreements evidencing such Warrants, the “Warrant Agreements”), at a price of $0.90 per unit. In total the Company raised $1,247,819.00 pursuant to the private offering of the units. The Warrants are immediately exercisable, have an exercise price of $1.50 per share (and no cashless exercise rights), and are exercisable until February 1, 2027.

The offering was conducted pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (“Securities Act”). Each investor entered into a subscription agreement (the “Subscription Agreement”) with the Company and represented in writing that he, she, or it is an accredited investor and acquired the securities for his, her or its own account for investment purposes and any subsequent transfer or sales of these securities will be in accordance with the Securities Act or exempt from registration under the Securities Act. The shares of the Company’s common stock issued to the investors and issuable upon exercise of the Warrants will be “restricted securities” under Rule 144 of the Securities Act, and certificates representing the foregoing will bear a Rule 144 restrictive legend.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits

4.1	Form of Warrant Agreement

10.1	Form of Subscription Agreement

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: February 7, 2024	By:	/s/ John Lai
		John Lai, Chief Executive Officer

Exhibit 4.1

Warrant No. PET-

February 2, 2024

[Form of] WARRANT

To Purchase

_____ Thousand (__,000)

Shares of Common Stock

PETVIVO HOLDINGS, INC.

February 2, 2024

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, ______ Thousand (__,000) shares of the Company’s Common Stock, $0.01 par value (the “Common Stock”), subject to adjustment as provided by the terms of this Warrant, at an exercise price per share of $1.50 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:

	1.	Term. This Warrant may be exercised by the Holder, in whole or in part on or before 5:00 P.M. Central Standard Time beginning immediately if Exercised pursuant to the terms of Section 2 or 3 hereof. These exercise rights shall continue until expiration three (3) years after the date of issuance, at which time this Warrant shall be null and void.

	2.	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.

	3.	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 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.

	4.	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 effect 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.

	5.	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.	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.

	7.	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.

5151 Edina Industrial Blvd.

Suite 575

Edina, MN 55439

Attention: John F. Dolan, Esq.

PHONE: (612) 802-4691

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 Minnesota.

[Signature Page to Follow]

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
	Its:	Chief Executive Officer

Exhibit A

NOTICE OF EXERCISE OF WARRANT —

To Be Executed by the Registered Holder in Order to Exercise the Warrant

The undersigned hereby irrevocably elects to exercise the attached Warrant to purchase, for cash pursuant to Section 2 thereof, ________________ shares of Common Stock issuable upon the exercise of such Warrant. The undersigned requests that certificates for such shares be issued in the name of the undersigned. If this Warrant is not fully exercised, the undersigned requests that a new Warrant to purchase the balance of shares remaining purchasable hereunder be issued in the name of the same.

Date: ___________, 20__		Holder


		[signature]

		INSERT ADDRESS
		_____________, MN _______
		PHONE: (___) ___- ____
		FAX: (___) ___-____


		[tax identification number]

Exhibit 10.1

SUBSCRIPTION AGREEMENT AND INVESTMENT LETTER

PRIVATE OFFERING

PETVIVO HOLDING, INC. (PETV)

Common Stock and Warrant Offering - $0.90 Per Unit

PetVivo Holdings, Inc., a Nevada corporation (“PetVivo”) is hereby offering up units (“Units” and individually “Unit”), each unit consisting of one (1) share of its common stock and one (1) common stock purchase warrant, at $0.90 per unit pursuant to this Subscription Agreement (“Agreement”). This private offering is being made pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (“Securities Act”). Offers and sales of the Units will be made only to “accredited investors” as defined in Rule 501 of the Securities Act. The offering price of the Units has been determined arbitrarily by the management of PetVivo, and bears no particular relationship to our net worth, revenues or any other standard criteria of value.

THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND IMMEDIATE SUBSTANTIAL DILUTION, AND THEY SHOULD NOT BE PURCHASED BY ANY INVESTOR WHO CANNOT AFFORD THE LOSS OF THIS ENTIRE INVESTMENT. THESE SECURITIES ARE BEING OFFERED UNDER EXEMPTIONS FROM REGISTRATION OF RELEVANT FEDERAL AND STATE SECURITIES LAWS, AND NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS DOCUMENT IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

The undersigned (“Subscriber”) hereby subscribes for and offers to purchase from PetVivo subject to the following terms and conditions:

1. The Units subscribed for herein are part of a private placement offering of PetVivo being offered only to accredited investors who must represent herein that they meet the suitability standard for such accredited status. Each Unit is one (1) restricted share of PETVIVO Common Stock, having a par value of $0.001 per share (“Share”) and one (1) common stock purchase warrant (“Purchase Warrant”), granting the holder of one (1) Purchase Warrant thereof the right to purchase one (1) Share at any time from the issue date of the Warrant through and including the third (3^rd) anniversary of such date, for a strike price of one dollar and fifty cents ($1.50) per Purchase Warrant (the “Warrants”). There is no provision for the impoundment or escrow of any funds received by PetVivo in this offering, nor is there any minimum amount of this offering required to be sold by PetVivo to close this private offering. PetVivo intends to utilize any proceeds from this offering promptly upon receipt from investors, regardless of the actual number of Units that are sold in this offering.

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2. Following are certain material elements of this private offering:

Use of Proceeds –PetVivo intends to use the net proceeds from this offering primarily for commercialization of its lead product Spryng™ with OsteoCushion™ Technology, to finance clinical trials and to fund working capital and general corporate purposes. Pending use of the net proceeds, PetVivo may invest them in various capital preservation instruments, short-term, investment grade, interest-bearing securities.

The expected use of the net proceeds from the offering represents our intentions based on our current plans and business conditions. The amounts we actually expend in these areas, and the timing thereof, may vary significantly from our current intentions and will depend on a number of factors, including the success of our commercialization efforts, cash generated from future operations, and actual expenses to operate our business. As a result, we cannot predict with any certainty all of the particular uses for the net proceeds or the amounts that we will actually spend on the uses set forth above. Accordingly, our management will have broad discretion in the application of the net proceeds, and the Subscriber will be relying on the judgment of our management regarding the application of the net proceeds of this offering.

Additional Information - PetVivo will make available to each prospective investor, prior to the sale of any Units in this offering, the opportunity to ask questions of and receive answers from an executive officer of PetVivo concerning the terms and conditions of this offering and to obtain any additional information necessary to verify the accuracy of the information contained in this agreement, PetVivo’s filings with the Securities and Exchange Commission (“SEC’) pursuant to the Securities Exchange Act of 1934, as amended, or any other information reasonably requested. Questions, inquiries and requests for such information may be directed to PetVivo by mail addressed to PetVivo Holdings, Inc. Attn: John Lai CEO, 5251 Edina Industrial Blvd., Edina, MN 55439 or by telephone at (612) 328-4325.

3. Risk Factors - You should carefully consider the risks factors that are included in PetVivo’s Annual Report on Form 10-K for the fiscal year ended March 31, 2023 filed with the SEC on June 29, 2023 and any other filings with the SEC before you decide to subscribe for any Units in this offering.

4. Subscriber hereby acknowledges and realizes that a purchase of Units from PetVivo in this offering is speculative and involves a high degree of risk, and that this investment is only suitable for persons who can afford the entire loss of this investment, and that the economic benefits of this investment are uncertain.

5. Subscriber further represents and acknowledges the following:

Subscriber has such knowledge and experience in financial and business matters so as to be capable of evaluating the risks and uncertainties of this investment in PetVivo Units. Subscriber further acknowledges that Subscriber has experience in investments such as this offering, and that Subscriber does not need or desire the assistance of an investment representative to assist Subscriber in the evaluation of this investment.

Subscriber is in the financial position to hold this investment for an indefinite period of time and is able to bear the economic risk and withstand a complete loss of Subscriber’s investment in this offering.

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Subscriber has adequate means to provide for current and future needs and contingencies, and has no need for liquidity in respect to this investment. Subscriber acknowledges this investment is not liquid in case of an emergency or for any other reason. Subscriber further represents that this investment by Subscriber is not disproportionate to Subscriber’s net worth, and will not be excessive in respect to Subscriber’s investment experience and program.

Subscriber acknowledges that Subscriber is an “accredited investor” as defined in Rule 501 of the Securities Act. If Subscriber is a limited liability company, partnership, corporation or trust, it confirms that each of the equity owners of the corporate entity are “accredited investors” as defined in Rule 501 of the Securities Act.

Subscriber acknowledges that it is purchasing Units from PetVivo for Subscriber’s own account for long-term investment purposes and not with any present view toward resale, transfer or other disposition of these securities. Subscriber acknowledges that the certificates issued for Shares purchased herein will bear a legend restricting transfer, resale, or other disposition thereof unless (i) the Shares are registered for resale under the Securities Act or (ii) in the opinion of counsel of the Subscriber, which opinion is reasonably acceptable to PetVivo, the Shares may be sold without registration under the Securities Act as well as any applicable blue sky or securities laws.

Subscriber represents and warrants that Subscriber is a bona fide resident of, or domiciled in if Subscriber is not an individual, the state which is included in the address of Subscriber set forth in this Agreement.

Subscriber represents these Units being purchased in this Agreement are being purchased by Subscriber solely for the beneficial interest of Subscriber and not as nominee for, or on behalf of, or for the beneficial interest of, or with the intention to transfer to, any other person, trust or organization.

Subscriber understands and acknowledges that the Shares and Purchase Warrants issued have not been registered under the Securities Act of 1933 or any relevant state securities laws, in reliance on exemptions from registration which depend in part upon Subscriber’s investment intent herein, and accordingly the truth and accuracy of the foregoing representations of Subscriber will be relied upon by PetVivo in satisfying such exemptions.

Subscriber further acknowledges that Subscriber has been given the opportunity to have access to full and complete information on PetVivo (including the opportunity to meet with PetVivo management and review whatever documents are requested by Subscriber to evaluate this investment) and on the terms and conditions of this offering of PetVivo Units, and that the Subscriber has utilized such access to Subscriber’s full satisfaction incident to obtaining additional information or verifying information already obtained relating to this offering.

Subscriber acknowledges that Subscriber has been notified that all financial information and all required public filing documentation is available publicly through the Securities Exchange Commission website and Subscriber has had sufficient notice and time to review such documentation.

6. Subscriber shall complete both Part I and Part 2 of this Agreement, and all further notice to Subscriber from PetVivo shall be deemed given when mailed by first class mail, postage prepaid, to the address of Subscriber on Part I. All of Subscriber’s rights hereunder shall inure to the benefit of Subscriber’s heirs or assigns, as the case may be. Subscriber shall have no right to assign or transfer any rights of Subscriber hereunder without the express written consent of PetVivo. This Agreement shall be governed by the laws of the State of Nevada.

7. The Company represents and warrants to the Subscriber that:

(a)

Organizational Status/Corporate Powers/Qualification. Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Neveda. Company has all the necessary power to own its property and to carry on its business as now conducted. The Company is duly qualified and authorized to do business and is in good standing in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing could not, individually or in the aggregate, have or reasonably be expected to result in a material adverse effect.

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(b)

No Prohibitions. No officer, employee or agent of, or consultant to Company is prohibited by law, by regulation, by contract, or by the terms of any license, franchise, permit, certificate, approval or consent from participating in the business of Company as officer, employee or agent of, or as consultant to, Company or is the subject of any pending or, to Company’s best knowledge based upon reasonable inquiry, threatened proceeding which, if determined adversely, would or could result in such a prohibition.

(c)

Consents and Approvals. The execution, delivery and performance of this Agreement by the Company are not and will not be subject to the approval or consent of, or to any requirement of registration with or notification to, any federal, state or local regulatory body, administrative agency or other person.

(d)

Financial Statements. All financial statements of the Company included in its filings with the SEC are complete and correct in all material respects and fairly present the financial condition, operating results and cash flows of the Company, as of and for the period ended on said dates, and have been prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied (except for the absence of Shares and Purchase Warrants and subject to immaterial year-end audit adjustments as to the interim statements). Since the date of the most recent set of financial statements delivered by the Company to Subscriber, there has been no event, change or development that has had or that could reasonably be expected to result in a material adverse effect.

(e)

Litigation. There is no action, suit or proceeding at law or in equity pending or, to the knowledge of Company, threatened against or affecting the Company, or any basis therefor, which, if adversely determined would impair the ability of the Company to perform its obligations under this Agreement which are applicable to the Company.

(f)

Capitalization. The authorized capital stock of the Company consists of shares of 250,000,000 Common Stock and 20,000,000 shares of preferred stock, of which approximately 14,484,979 shares of common stock are issued and outstanding as of December 5, 2023. All issued and outstanding shares of the company’s capital stock are dually authorized, validly issued, fully paid and nonassessable, and free from any preemptive and cumulative voting rights and were issued pursuant to valid exemptions under federal and state securities laws. When issued in compliance with the provisions of this Agreement, the Shares and Purchase Warrants issuable under this subscription will be validly issued, fully paid, nonassessable, and free of any liens or encumbrances.

(g)

Issuance of Securities. The Company has reserved from its duly authorized capital stock the Shares of Common Stock and shares pursuant to the Purchase Warrants to be issued to the Subscriber pursuant to this Agreement.

(h)

Title to Properties and Assets; Liens. The Company has good and marketable title to its properties and assets, and holds a valid leasehold interest with respect to the property and assets it leases.

(i)

Patents and Trademarks. The Company owns or has a valid right to use all patents, trademarks, service marks, trade names, copyrights, trade secrets, information and other proprietary rights and processes (collectively, the “Intellectual Property Rights”) necessary for its business as now conducted. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another person of any of the Intellectual Property Rights.

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(j)

Tax Returns and Payments. The Company has filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and, to the Company’s knowledge, all other taxes due and payable by the Company have been paid or will be paid prior to the time they become delinquent. The Company has not been advised (i) that any of its returns, federal, state or other, have been or are being audited as of the date hereof or (ii) of any deficiency in assessment or proposed judgment to its federal, state or other taxes. The Company has no knowledge of any liability of any tax to be imposed upon the properties or assets of the Company as of the date of this Agreement that is not adequately provided for.

(k)

True and Correct Information. All financial and other information provided to Subscriber by or on behalf of the Company in connection with the Company’s request for the Units are true and correct in all material respects and do not contain any untrue statements of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; and, as to projections or valuations, present a good faith opinion as to such projections and valuations.

EXECUTED BY THE PARTIES HERETO effective on the day and year set forth below.

PetVivo Holdings, Inc. hereby accepts this subscription;


	Number of Units Subscribed For


	$ Amount


	Printed or typed name of Subscriber

By
	John Lai


Its	Chief Executive Officer	Signature of Subscriber(s)

Dated: February 2, 2024

Dated:___________________, 2024

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PART I

SUBSCRIBER INFORMATION

Please complete EITHER individual OR

legal entity subscriber information

SUBSCRIBER INFORMATION

FOR

INDIVIDUAL SUBSCRIBER

(TO BE COMPLETED BY ALL SUBSCRIBERS WHO ARE NATURAL PERSONS)

Name of Subscriber (Type or Print)





Residence Address		Street	Mailing Address		Street


City	State	Zip	City	State	Zip


		Signature of Subscriber


		Telephone


		Signature of Joint Subscriber (if any)


		Social Security # or Tax ID

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PART 2

ACCREDITATION CRITERIA

TO BE COMPLETED BY ALL SUBSCRIBERS

The Company may accept any number of “accredited investors” as defined within the meaning of Rule 50 l (a) of Regulation D promulgated by the Securities and Exchange Commission. An accredited investor is one who fulfills any one of the following Criteria:

A. For an INDIVIDUAL INVESTOR (a natural person), please indicate (by a check) which criteria, if any, apply:

☐ (1) Individual income in excess of $200,000 in each of the two most recent years or joint income (with such investor’s spouse) in excess of $300,000 in each of those years and a reasonable expectation of reaching the same income level in the current year.

☐ (2) Individual net worth, or joint net worth (with such investor’s spouse), of $ 1,000,000 or more (excluding value of primary residence).

☐ (3) A director or executive officer of the Company.

B. For a LEGAL ENTITY (other than a natural person), please indicate (by a check) which criteria, if any apply:

☐ (1) A limited liability company, partnership, corporation or trust. .

☐ (2) A bank, savings and loan association or similar institution, as defined in the Securities Act of 1933, whether acting in its individual or fiduciary capacity or a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934.

☐ (3) An insurance company as defined in the Securities Act of 1933.

☐ (4) An investment company registered under the Investment Company Act of 1940.

☐ (5) A business development company as defined in the Investment Company Act of 1940.

☐ (6) A private business development company as defined in the Investment Advisors Act of 1940.

☐ (7) A Small Business Investment Company licensed by the U.S. Small Business Administration under the Small Business Investment Act of 1958.

☐ (8) An organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000.

☐ (9) A plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000.

☐ (10) An employee benefit plan within the meaning of Title I of the Employment Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in such Act, which is either a bank, savings and loan association, insurance company, or registered investment advisor, or if the employee benefit plan has total assets in excess of $5,000,000, or if a self-directed plan, the investment decisions are made solely by persons that are accredited investors.

☐ (11) A trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase Is directed by a “sophisticated” person as defined in the Securities Act of 1933.

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Cover	Feb. 02, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 02, 2024
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