Item
1.01. Entry into a Material Definitive Agreement.
On
June 15, 2020, PetVivo Holdings, Inc. (the “Company,” “we,” “us,”
or “our company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”)
with an investor, pursuant to which the Company sold to the investor up to $705,882 aggregate principal amount of 15% OID convertible
promissory notes (the “Notes”) and warrants (the “Warrants”) to purchase up
to 1,114,286 shares of common stock, par value $0.001 per share (the “Common Stock”), in two tranches.
On June 15,2020, we issued and sold to the investor a Note in the principal amount of $352,941 and Warrants to purchase 557,143
shares of Common Stock for proceeds of $300,000 (representing an original issue discount of 15%). Within five business days of
the date we deliver written notice to the investor following the filing our Annual Report on Form 10-K for the year ended March
31, 2020, at the Company’s discretion, we may issue and sell to the investor an additional Note, of which the investor is
required to purchase, in the principal amount of $352,941 and Warrants to purchase an additional 557,143 shares of Common Stock
for proceeds of $300,000 (representing an original issue discount of 15%); provided, however, that the investor will not be required
to purchase such additional securities if we are in default under the Purchase Agreement or the outstanding Note or if certain
other customary closing conditions are not met. The second Tranche Closing may not occur later than December 31, 2020.
The
issued Note matures on March 15, 2021. However, we have the right to redeem all or a portion of the Notes on ten days prior written
notice, during which time the holder of the Notes may convert the principal amount and all accrued interest on the Notes into
Common Stock as discussed below.
The
Notes bear interest at the rate of 12.5% per annum and are convertible into shares of Common Stock at a conversion price equal
to $0.28 per share or, upon the occurrence and during the continuance of an Event of Default (as defined in the Notes), if lower,
at a conversion price equal to 70% of the lowest daily VWAP of the Common Stock during the 15 consecutive trading days immediately
preceding the applicable conversion date. However, the holder of the Notes will not have the right to convert any portion of the
Notes if the holder, together with its affiliates, would beneficially own in excess of 4.99% of the number of shares of the Common
Stock outstanding immediately after giving effect to its conversion and under no circumstances may convert the Notes if the investor,
together with its affiliates, would beneficially own in excess of 9.99% of the number of shares of the Common Stock outstanding
immediately after giving effect to its conversion.
The
Warrants are exercisable to purchase shares of Common Stock for a purchase price of $0.35 per share, subject to adjustment, at
any time on or prior to June 15, 2025, and may be exercised on a cashless basis if the shares of Common Stock underlying the Warrants
are not then registered under the Securities Act.
In
connection with this transaction, the Company entered into an Engagement Agreement (the “Engagement Agreement”)
with ThinkEquity, a division of Fordham Financial
Management, Inc. (the “Placement Agent”), pursuant to which we
have agreed to pay the Placement Agent a cash fee equal to 10% of the gross proceeds received by the Company from the investor
in this transaction. Pursuant to the Engagement Agreement, we also agreed to grant to the Placement Agent or its designees warrants,
substantially in the form of the Warrants, to purchase up to 10% of the aggregate number of shares of common stock underlying
purchase price paid for the Notes, which, in the case of the initial closing, equals 75,000 shares of common stock, at an exercise
price of $0.35 (the “Placement Agent Warrants”).
The
Placement Agent Warrants are exercisable, in whole or in part, commencing on the issuance date and have an exercise period of
five years. In the event that there is not an effective registration statement permitting for the resale of the shares underlying
the Placement Agent Warrants, the Placement Agent Warrants shall be exercisable on a cashless basis. There are significant restrictions
pursuant to FINRA Rule 5110 against transferring the Placement Agent’s Warrants and the
shares issuable upon exercise of the Placement Agent Warrants during the one hundred eighty (180) days after the closing
date.
The
foregoing descriptions of the terms of the Purchase Agreement, the Notes and the Warrants do not purport to be complete and are
qualified in their entirety by reference to the full text of the Purchase Agreement, the Notes and the Warrants, copies of each
of which are filed as Exhibits 10.1, 4.1 and 4.2, respectively, to this Current Report on Form 8-K.