Item
1.01 Entry Into a Material Definitive Agreement.
On
August 13, 2021 (the “Closing Date”), PetVivo Holdings, Inc. (the “Company,” “we” or “us”)
sold an aggregate of 2,500,000 units at a price to the public of $4.50 per unit (the “Offering”), each unit consisting of
one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and a warrant to purchase
one share of Common Stock at an exercise price of $5.625 per share (the “Warrants”), pursuant to that certain Underwriting
Agreement, dated as of August 10, 2021 (the “Underwriting Agreement”), between the Company and ThinkEquity, a division of
Fordham Financial Management Inc. (the “Representative” or “ThinkEquity”), as the underwriter. In addition, pursuant
to the Underwriting Agreement, the Company granted the 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 connection with the offering. On the Closing Date, ThinkEquity
exercised its over-allotment option to purchase an additional 375,000 Warrants. ThinkEquity has retained the right to exercise the balance
of its over-allotment option within the 45-day period.
The
Common Stock and the Warrants were offered and sold to the public pursuant to the Company’s registration statement on Form S-1
(File Nos. 333-249452), filed by the Company with the Securities and Exchange Commission (the “SEC”) under the Securities
Act of 1933, as amended (the “Securities Act”), on October 13, 2020, as amended, and which became effective on August 10,
2021.
The
Company received gross proceeds of approximately $11,250,000, before deducting underwriting discounts and commissions of eight percent
(8%) of the gross proceeds and estimated Offering expenses. The total expenses of the offering are estimated to be approximately $523,512,
which included ThinkEquity’s expenses relating to the offering. We currently intend to use the net proceeds from this offering
for general corporate purposes including marketing of our Kush® products, debt repayment, research and development of
our current product pipeline, purchase of manufacturing equipment and working capital. We anticipate expending approximately $800,000
to fund independent studies for the use of our products in dogs and horses and approximately $3.5 million for marketing support. We also
anticipate expending approximately $150,000 for research and development relating to advancing products within our muco-adhesion technology
included within our product pipeline. The Company issued a press release announcing the pricing of the offering, which has been filed
as Exhibit 99.1 to this report.
The
Underwriting Agreement contains customary representations, warranties, and covenants by the Company. It also provides for customary indemnification
by each of the Company and the ThinkEquity for losses or damages arising out of or in connection with the offering, including for liabilities
under the Securities Act, other obligations of the parties and termination provisions. In addition, pursuant to the terms of the Underwriting
Agreement, certain existing stockholders and each of the Company’s directors and executive officers entered into “lock-up”
agreements with the Underwriter that generally prohibit the sale, transfer, or other disposition of securities of the Company for a period
of 180 days following August 13, 2021. The Company has also agreed that it will not issue or announce the issuance or proposed issuance
of any common stock or common stock equivalents for a period of 90 days following the closing date, other than certain exempt issuances.
Pursuant
to the Underwriting Agreement, the Company also agreed to issue to certain affiliates of ThinkEquity warrants (the “Representative’s
Warrants”) to purchase up to a total of 125,000 shares of Common Stock (5% of the shares of Common Stock sold in the Offering).
The Representative’s Warrants are exercisable at $5.625 per share of Common Stock and have a term of five years. The Representative’s
Warrants are subject to a lock-up for 180 days from the commencement of sales in the Offering, including a mandatory lock-up period in
accordance with FINRA Rule 5110(e), and will be non-exercisable for six (6) months after August 13, 2021. A copy of the form of the Underwriter’s
Warrant has been filed as Exhibit 4.1 to this report, and is incorporated herein by reference.
In
addition, pursuant the Underwriting Agreement, the Company granted ThinkEquity a right of first refusal, for a period of eighteen (18)
months from the Closing Date, to act as the sole and exclusive investment banker, sole and exclusive book-runner, sole and exclusive
financial advisor, sole and exclusive underwriter and/or sole and exclusive placement agent, at ThinkEquity’s sole and exclusive
discretion, for each and every future public and private equity and debt offering, including all equity linked and debt financings.
A
copy of the Underwriting Agreement has been filed as Exhibit 1.1 to this report, and is incorporated herein by reference. The provisions
of the Underwriting Agreement, including the representations and warranties contained therein, are not for the benefit of any party other
than the parties to such agreement and are not intended as a document for investors or the public to obtain factual information about
the current state of affairs of the Company.
On
August 10, 2021, the Company also entered into a Warrant Agent Agreement with Equity Stock Transfer LLC (“Warrant Agency Agreement”),
pursuant to which Equity Stock Transfer LLC agreed to act as transfer agent with respect to the Warrants. A copy of the Warrant Agent
Agreement has been filed as Exhibit 10.1 to this report, and is incorporated herein by reference.
The
final prospectus relating to the Offering has been filed with the SEC and is available on the SEC’s website at http://www.sec.gov.
Copies of the final prospectus relating to the offering, when available, may be obtained from ThinkEquity, 17 State Street, 22nd
Floor, New York, NY 10004, or from the above-mentioned SEC website.
The
foregoing summary of the terms of the Underwriting Agreement, Warrant Agent Agreement (including the Warrants) and the Underwriter’s
Warrants are subject to, and qualified in their entirety by reference to, copies of the Underwriting Agreement, Warrant Agent Agreement
(including the Warrants) and the Underwriter’s Warrant that are filed as exhibits to this Current Report on Form 8-K and are incorporated
herein by reference.
In
connection with the Offering, the Company’s common stock and warrants began trading on The NASDAQ Capital Market on August 10,
2021 under the symbols “PETV” and “PETVW,” respectively. The Company’s common stock was previously quoted
on the OTCQB Market under the symbol “PETV.”