PETV PetVivo Holdings Inc (PK)

INFORMATION STATEMENT REGARDING

ACTION TAKEN BY WRITTEN CONSENT OF

MAJORITY SHAREHOLDERS

PURSUANT TO SECTION 14(C) OF THE

SECURITIES EXCHANGE ACT OF 1934

“We,” “us,” “our,” “PetVivo” and the “Company” refers to PetVivo Holdings, Inc.., a Nevada corporation.

This Information Statement is being furnished to the shareholders of PetVivo as of the record date of June 3, 2019 in connection with an action taken by written consent of holders of a majority of our outstanding shares of common stock. This corporate action consists of an election by our shareholders of ten persons to our Board of Directors to serve until their successors are elected and shall qualify. Seven of these persons have served on our Board of Directors prior to this election, and the other three persons are new directors.

The elected seven persons currently serving on our Board of Directors are David B. Masters, John Lai, John F. Dolan, Randall A. Meyer, David Deming, Robert Rudelius and Joseph Jasper. Background descriptions of Messrs. Masters, Lai, Dolan, Meyer and Deming are set forth in our Form 10K annual report, as amended, filed with the SEC on December 10, 2018, and hereby incorporated by reference into this Information Statement; and background descriptions of Messrs. Rudelius and Jasper are set forth in our Form 8-K current report filed with the SEC on August 21, 2018, and also hereby incorporated by reference into this Information Statement.

The elected three new directors are Scott M. Johnson, Gregory D. Cash and James R. Martin.

Scott M. Johnson, age 54, is a professional licensed Mechanical Engineer having 30 years experience providing product design and development, production engineering and processes, product quality control and auditing, risk management audit and compliance procedures, and other engineering operations for leading medical device manufacturers. Since 2012 he has been the Chief Executive Officer and principal owner of Stratego, Inc., a life sciences consulting corporation founded by him. Leading consulting engineering projects of Stratego have included providing key engineering services for defibrillator products of Philips Healthcare, risk management and quality control audit services for Hospira, quality program and remediation management for programmable implant medical devices of St. Jude Medical, and being the Product Engineering Team Leader for PMA Submissions at Zimmer Biomet –Biologics. Mr. Johnson’s lengthy past employment or consulting with leading industry companies includes being Senior Design Engineer for SciMed for five years, being Engineer Project Manager for linear piston pump projects for the life sciences, petroleum and chemical industries during a six-year period while providing engineering services for PumpWorks, Inc., and being FDA compliance project manager at Boston Scientific for four years. His engineering projects for production of medical devices also includes substantial overseas experience with production facilities and procedures in several foreign countries including Mexico, Costa Rica and Dominican Republic.

Gregory D. Cash, age 62, has more than 35 years senior management and/or key sales and marketing executive experience in the life sciences industry, including being Chief Executive Officer or Division President of leading cardiovascular medical device companies. Since 2011, he has been the Chief Executive Officer and principal owner of Argent International LLC, Minneapolis, MN, a consulting firm he founded to provide management, marketing and financial consulting services to start-up and established companies in the life sciences industry. Prior to founding Argent, Mr. Cash served for over thirty years in senior executive management or marketing roles with leading medical device companies, including five years with Boston Scientific Corporation and over twelve years with Medtronic, Incorporated. His many industry achievements also feature extensive and high-level overseas experience including being Chief Executive Officer or a senior marketing executive of both start-up and established international medical device companies in European countries including The United Kingdom, France and Italy, as well as serving for several years as the Senior Marketing Manager in Asia for all Medtronic product lines.

James R. Martin, age 79, is a retired Certified Public Accountant (CPA) whose primary professional career included many years as a Partner with the accounting firm of KPMG. While employed by KPMG, Mr. Martin was in charge of providing certified audits for many public and private companies in various industries. He holds an Accounting Degree and a Law Degree from the University of Washington, and he retains his membership in the AICPA.

On June 3, 2019, this corporate action to elect the foregoing ten persons to our Board of Directors was approved by stockholders who as a group hold a majority of the outstanding shares of common stock of the Company. Under rules of the SEC, this election and corporate action will not become effective until at least twenty (20) days after the mailing of this Information Statement to our shareholders. No other votes or consents are required or necessary for this corporate action to become effective. The date on which this Information Statement will be sent to our shareholders will be on or about June 15, 2019.

The Company currently does not compensate its directors in cash for providing services as a member of our Board of Directors. In the event the Company adopts any future compensation or other benefit plan for directors, each of these ten directors will benefit on the same basis as all other directors. As for the three new elected directors, Messrs. Johnson, Cash and Martin, each of them was issued warrants with five-year terms to purchase 50,000 shares of our common stock in consideration for their agreements to serve as a director, which warrants are fully vested, exercisable at $.30 per share, and include a cashless exercise provision, and each of these three directors also received similar warrants to serve as a director for a second year with the exception that the second year warrants vest at a rate of 12,500 shares quarterly provided they continue to serve as a director.

Reasons for Corporate Action

The shareholders holding a majority of our common stock elected this Board of Directors of the foregoing ten persons primarily for the following reasons:

i) to access and add to our Board of Directors the life sciences and medical device experiences and industry management and engineering skills of Messrs. Cash and Johnson;

ii) to add Mr. Martin to our Board of Directors to have available to us his high-level and lengthy experience as a Certified Public Accountant and Partner with a leading national and international auditing and accounting firm; and

iii) to eliminate dissension which has occurred on our Board of Directors and hindered our development since the 2018 resignation of our former CEO, and concurrently to foster cooperation among the elected ten directors for the benefit and growth of Petvivo.

Only one Information Statement is being delivered to multiple shareholders sharing an address, unless we have received contrary instructions from one or more of the shareholders. We will undertake to deliver promptly upon written or oral request a separate copy of the information statement to a stockholder at a shared address to which a single copy of the information statement was delivered. You may make a written or oral request by sending a written notification to our principal executive offices stating your name, your shared address, and the address to which we should direct the additional copy of the information statement or by calling our principal executive offices at (952) 405-6216. If multiple shareholders sharing an address have received one copy of this information statement and would prefer us to mail each stockholder a separate copy of any future mailings, you may send notification thereof to or call our principal executive offices. Additionally, if current shareholders with a shared address received multiple copies of this information statement and would prefer us to mail one copy of future mailings to shareholders at the shared address, notification of that request may also be made by mail or telephone call to our principal executive offices.

VOTE REQUIRED

Pursuant to the Company’s Bylaws and the Nevada Revised Statutes, a vote by the holders of at least a majority of the Company’s outstanding common shares is required to approve and effect the election of directors by this written consent. As of the record date of June 3, 2019 the Company had 22,074,667 shares of voting common stock issued and outstanding. The consenting stockholders who approved these written actions own an aggregate of 14,486,591 shares of common stock, which represents approximately 65.6% of the voting rights associated with the Company’s outstanding shares of common stock. Each shareholder is entitled to one vote per share of common stock.

Under Nevada law, our shareholders are not entitled to any dissenting shareholder or appraisal rights relating to this corporate action.

VOTING AND OTHER SHAREHOLDER RIGHTS

Holders of our common stock are entitled to one vote for each share held of record on all matters to be voted on by the shareholders. Accordingly, the holders of in excess of 50% of the aggregate number of shares of common stock outstanding will be able to elect all of the directors of the Company and to approve or disapprove any other matter submitted to a vote of all shareholders. The holders of our common stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors out of funds legally available. Holders of our common stock have no cumulative voting rights. Holders of our common stock have no preemptive rights to purchase the Company’s common stock or rights or interests therein such as options and warrants. There are no conversion rights or redemption or sinking fund provisions with respect to our common stock.