[10-Q] PetVivo Holdings, Inc. Quarterly Earnings Report
PetVivo Holdings (PETV) reported Q2 FY2026 results. Revenue was $303,284 versus $200,720 a year ago, driven mainly by sales to Vedco after prior distributor agreements were terminated. Gross profit was $220,058. The company recorded a net loss of $3,007,809 for the quarter and $5,318,846 for the six months.
Cash was $767,914 and stockholders’ equity $4,182,972 at September 30, 2025. Total liabilities fell to $1,075,297 from $5,119,947, reflecting the conversion of $1,850,000 in convertible notes plus interest into 3,669,806 shares and the elimination of derivative liabilities. Operating cash outflow was $3,828,209 for the six months, partly offset by $4,361,829 of financing inflows, including receipt of the remaining $4,400,000 under the $5,000,000 Series B Preferred subscription (10% annual dividend payable in stock).
The company added two licensing assets: VetStem PRP ($2,000,000 fee) and an AI software license ($800,000 paid in stock). Shares outstanding were 33,580,630 as of November 14, 2025. Management disclosed substantial doubt about the company’s ability to continue as a going concern.
- Total liabilities decreased to $1,075,297 from $5,119,947 after note conversions and derivative elimination.
- Going concern warning disclosed due to continued losses and operating cash outflows.
Insights
Losses persist; liabilities reduced via conversions; going concern risk remains.
PetVivo posted quarterly revenue of
Liquidity relies on recent financing: receipt of
Distribution shifted to Vedco, which accounted for
U.S. SECURITIES
AND EXCHANGE COMMISSION
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| Class | Outstanding as of November 14, 2025 | |
| Common Stock, $ |
PETVIVO HOLDINGS, INC.
FORM 10-Q
FOR THE PERIOD ENDED September 30, 2025
INDEX
| Page | ||
| SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS | 3 | |
| PART I. FINANCIAL INFORMATION | 4 | |
| Item 1. | Financial Statements | 4 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 25 |
| Item 3. | Qualitative and Quantitative Disclosures About Market Risk | 31 |
| Item 4. | Controls and Procedures | 31 |
| PART II. OTHER INFORMATION | 32 | |
| Item 1. | Legal Proceedings | 32 |
| Item 1A. | Risk Factors | 32 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 32 |
| Item 3. | Defaults Upon Senior Securities | 33 |
| Item 4. | Mine Safety Disclosure | 33 |
| Item 5. | Other information | 33 |
| Item 6. | Exhibits | 34 |
| SIGNATURES | 35 | |
| 2 |
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of PetVivo Holdings, Inc. (the “Company”), to be materially different from future results, performance, or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies, and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that the projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in “Risk Factors” included in documents we file from time to time with the U.S. Securities and Exchange Commission (the “SEC’), including our Annual Report on Form 10-K for our fiscal year ended March 31, 2023, (“2023 10-K Report”) and risks described in other SEC filings. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.
| 3 |
PART I.
ITEM 1. FINANCIAL STATEMENTS
PETVIVO HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
September 30, 2025 | March 31, 2025 | |||||||
| Assets: | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net of allowance for credit losses | ||||||||
| Subscriptions receivable | - | |||||||
| Inventory (Note 2) | ||||||||
| Investments | ||||||||
| Prepaid expenses and other assets (Note 3) | ||||||||
| Total Current Assets | ||||||||
| Property and Equipment, net (Note 4) | ||||||||
| Other Assets: | ||||||||
| Operating lease right-of-use | ||||||||
| Patents and trademarks, net (Note 5) | ||||||||
| Licensing Agreements, net (Note 6) | ||||||||
| Security deposit | ||||||||
| Total Other Assets | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders’ Equity: | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses (Note 7) | ||||||||
| Operating lease liabilities – current portion | ||||||||
| Notes payable and accrued interest – current portion (Note 8) | - | |||||||
| Convertible notes payable and accrued interest, net of debt discount of $ | - | |||||||
| Derivative liabilities | - | |||||||
| Total Current Liabilities | ||||||||
| Other Liabilities | ||||||||
| Operating lease liabilities (net of current portion) | ||||||||
| Notes payable and accrued interest (net of current portion) (Note 9) | - | |||||||
| Total Other Liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies (see Note 11) | - | - | ||||||
| Stockholders’ Equity: (Note 13) | ||||||||
| Preferred Stock, par value $ | ||||||||
| Series A Preferred stock: | - | |||||||
| Series B Preferred stock: | ||||||||
| Preferred stock value | ||||||||
| Common Stock, par value $ | ||||||||
| Additional Paid-In Capital | ||||||||
| Accumulated Deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity | ||||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | ||||||
See accompanying notes to these unaudited condensed consolidated financial statements.
| 4 |
PETVIVO HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended September 30, | Six Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Cost of Sales | ||||||||||||||||
| Gross Profit | ||||||||||||||||
| Operating Expenses: | ||||||||||||||||
| Sales and Marketing | ||||||||||||||||
| Research and Development | ||||||||||||||||
| General and Administrative | ||||||||||||||||
| Total Operating Expenses | ||||||||||||||||
| Operating Loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other (Expense) Income | ||||||||||||||||
| Loss on Disposal of Assets | - | - | ( | ) | - | |||||||||||
| Unrealized Loss on Change in Derivative Liabilities | - | - | ( | ) | - | |||||||||||
| Other Income | - | - | - | |||||||||||||
| Interest Income | - | - | - | |||||||||||||
| Interest Expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total Other Income (Expense) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss before taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income Tax Provision | - | - | - | - | ||||||||||||
| Net Loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Less: Series B Preferred Stock Dividends | ( | ) | - | ( | ) | - | ||||||||||
| Net Loss Available to Common Stockholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net Loss Per Share: | ||||||||||||||||
| Basic and Diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted Average Common Shares Outstanding: | ||||||||||||||||
| Basic and Diluted | ||||||||||||||||
See accompanying notes to these unaudited condensed consolidated financial statements.
| 5 |
PETVIVO HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(UNAUDITED)
Three and Six Months Ended September 30, 2025
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||||||||
| Common Stock | Series A Preferred Stock | Series B Preferred Stock | Additional Paid-in | Accumulated | ||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
| Common stock issued for services | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Common stock issued for conversion of A/P | - | - | - | - | ||||||||||||||||||||||||||||||||
| Warrant exercise | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Stock based compensation | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||
| Vesting of restricted stock units | - | - | - | - | ( | ) | - | - | ||||||||||||||||||||||||||||
| Dividends declared on Series B preferred stock | - | - | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||
| Beneficial Conversion Feature | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||
| Reclass. of fair value of derivative liability | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
| Common stock issued for services | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Common stock issued to employees for compensation | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Conversion of Series A Preferred to common stock | ( | ) | ( | ) | - | - | - | - | - | |||||||||||||||||||||||||||
| Conversion of accrued dividends to common stock | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Common stock issued for licensing agreement | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Vesting of restricted stock units | - | - | - | - | ( | ) | - | - | ||||||||||||||||||||||||||||
| Common stock issued for conversion of debt | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Dividends declared on Series B Preferred Stock | - | - | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||
| Beneficial Conversion Feature | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||
| Stock based compensation | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | - | - | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||
PETVIVO HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(UNAUDITED)
Three and Six Months Ended September 30, 2024
| Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||
| Common Stock | Preferred Stock | Additional Paid-in | Accumulated | |||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||
| Balance at March 31, 2024 | $ | - | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Common stock sold | - | |||||||||||||||||||||||||||
| Conversion of debt and interest to common stock | - | |||||||||||||||||||||||||||
| Stock issued for services | - | |||||||||||||||||||||||||||
| Stock-based compensation | - | - | - | |||||||||||||||||||||||||
| Vesting of restricted stock units | ( | ) | - | - | ||||||||||||||||||||||||
| Net loss | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance at June 30, 2024 | $ | - | $ | - | $ | $ | ( | ) | $ | |||||||||||||||||||
| Balance | $ | - | $ | - | $ | $ | ( | ) | $ | |||||||||||||||||||
| Preferred stock sold | - | - | - | |||||||||||||||||||||||||
| Stock issued for services | - | - | - | |||||||||||||||||||||||||
| Common stock to be issued | - | - | - | |||||||||||||||||||||||||
| Stock-based compensation | - | - | - | - | - | |||||||||||||||||||||||
| Vesting of restricted stock units | - | - | ( | ) | - | - | ||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance at September 30, 2024 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Balance | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
See accompanying notes to these unaudited condensed consolidated financial statements.
| 6 |
PETVIVO HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| September 30, 2025 | September 30, 2024 | |||||||
| For the Six Months Ended | ||||||||
| September 30, 2025 | September 30, 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: | ||||||||
| Stock-based compensation | ||||||||
| Depreciation and amortization | ||||||||
| Amortization of Right-of-Use asset | - | |||||||
| Unrealized loss on change in fair value of derivatives | - | |||||||
| Loss on disposal of fixed assets | - | |||||||
| Amortization of debt discount | - | |||||||
| Consulting and investor relations services paid in stock | ||||||||
| Stock issued in lieu of compensation | - | |||||||
| Changes in Operating Assets and Liabilities | ||||||||
| (Increase) in prepaid expenses and other current assets | ( | ) | ( | ) | ||||
| (Increase) in accounts receivable | ( | ) | ( | ) | ||||
| (Increase) decrease in inventory | ( | ) | ||||||
| (Decrease) increase in accounts payable and accrued expenses | ( | ) | ||||||
| Lease liabilities | ( | ) | - | |||||
| Accrued interest on notes payable | ||||||||
| Net Cash (Used In) Operating Activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Purchase of equipment | ( | ) | ( | ) | ||||
| Payments received on disposal of equipment | - | |||||||
| Security deposits and other assets | - | |||||||
| Net Cash Provided by (Used in) Investing Activities | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from the sale of common stock and warrants | - | |||||||
| Proceeds received from preferred stock subscription receivable | ||||||||
| Proceeds from the issuance of convertible debentures | ||||||||
| Proceeds from the exercise of warrants | - | |||||||
| Proceeds from the issuance of notes payable | ||||||||
| Repayments of notes payable | ( | ) | ( | ) | ||||
| Net Cash Provided by Financing Activities | ||||||||
| Net Increase (Decrease) in Cash | ||||||||
| Cash at Beginning of Period | ||||||||
| Cash at End of Period | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
| Cash Paid During The Period For: | ||||||||
| Interest | $ | $ | ||||||
| Stock granted for consulting services | $ | - | $ | |||||
| SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING ACTIVITIES | ||||||||
| (Decrease) increase to operating lease right of use asset and operating lease liability | $ | ( | ) | $ | ( | ) | ||
| Vesting of restricted stock units | $ | $ | ||||||
| Stock issued for conversion of accounts payable | $ | $ | - | |||||
| Dividends declared on Series B preferred stock | $ | $ | - | |||||
| Convertible debentures and accrued interest converted to common stock | $ | $ | ||||||
| Stock issued for licensing agreement | $ | $ | - | |||||
| Stock issued for conversion of accrued dividends | $ | $ | - | |||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 7 |
PetVivo Holdings, Inc.
Notes to Financial Statements
September 30, 2025
(Unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
(A) Organization and Description
PetVivo Holdings, Inc. was incorporated in Nevada under its former name in 2009 and entered its current business in 2014 through a stock exchange reverse merger with PetVivo, Inc., a Minnesota corporation. This merger resulted in PetVivo, Inc. becoming a wholly owned subsidiary of PetVivo Holdings, Inc. In April 2017, PetVivo Holdings, Inc. acquired another Minnesota corporation, Gel-Del Technologies, Inc., through a statutory merger, which is also a wholly-owned subsidiary of PetVivo Holdings, Inc. In April 2025, PetVivo Holdings, Inc. changed the name of its wholly-owned subsidiary PetVivo, Inc. to PetVivo Animal Health, Inc. to better reflect the industry in which PetVivo Holdings, Inc. sells its products
The Company is in the business of licensing and commercializing our 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 nineteen patents protects the Company’s biomaterials, products, production processes and methods of use. In February 2025, The Company signed an exclusive licensing agreement with VetStem, Inc. to market and sell their PrecisePRP™ (Platelet-Rich Plasma) product for both canine and equine. Revenues are expected in fiscal year 2026. The Company’s operations are conducted from its headquarter facilities in suburban Minneapolis, Minnesota.
(B) Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial reporting and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (including those which are normal and recurring) considered necessary for a fair presentation of the interim financial information have been included. The results for the six months ended September 30, 2025, are not necessarily indicative of results to be expected for the year ending March 31, 2026, or for any other interim period or for any future year. These unaudited consolidated interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended March 31, 2025.
(C) Principles of Consolidation
The accompanying consolidated financial statements include all the accounts of PetVivo Holdings, Inc., and its two wholly owned Minnesota corporations, Gel-Del Technologies, Inc. and PetVivo Animal Health, Inc. (collectively, the “Company”). All intercompany transactions have been eliminated upon consolidation.
The Company is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2021 and has elected to comply with certain reduced public company reporting requirements.
| 8 |
(D) Use of Estimates
In preparation of the consolidated financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include allowance for credit losses, inventory obsolescence, estimated useful lives and potential impairment of property and equipment and intangibles, estimate of fair value of share-based payments, distributor rebate payable, provision for product returns, right of use lease assets and liabilities and valuation of deferred tax assets.
(E) Cash and Cash Equivalents
The
Company considers all highly-liquid, temporary cash investments with an original maturity of three months or less to be cash equivalents.
The Company had
(F) Concentration Risk
The Company maintains its cash with various financial institutions, which at times may exceed federally insured limits. At September 30 , 2025, the Company did not have cash balances in excess of the federally insured limits.
(G) Accounts Receivable
Accounts receivable is carried at its contractual amounts, less an estimated allowance for credit losses. Management estimates the credit losses using a loss-rate approach based on historical loss information, adjusted for management’s expectations about current and future economic conditions, as the basis to determine expected credit losses. Management exercises significant judgment in determining expected credit losses. Key inputs include macroeconomic factors, industry trends, the creditworthiness of counterparties, historical experience, the financial conditions of the customers, and the amount and age of past due accounts. Management believes that the composition of receivables is consistent with historical conditions as credit terms and practices and the client base has not changed significantly. Receivables are considered past due if full payment is not received by the contractual due date. Past due accounts are generally written off against the allowance for credit losses only after all collection attempts have been exhausted. As of September 30, 2025, and March 31, 2025, the Company had not recorded an allowance for credit losses, as management determined that no reserve was necessary based on its assessment of the collectability of outstanding balances and the credit quality of its customers.
(H) Inventory
Inventory is stated at the lower of cost or market. Cost is determined using the first-in, first-out (FIFO) method. Inventory consists primarily of finished goods.
The Company evaluates inventory for excess and obsolescence based on factors such as current inventory levels, estimated product life cycles, historical and forecasted customer demand, and input from the product development team. When necessary, a reserve is recorded to reduce the carrying value of inventory to its estimated net realizable value. These estimates and assumptions are reviewed at least annually and updated as needed based on the Company’s business plans and market conditions. As of September 30, 2025 and March 31, 2025, the Company determined that no inventory reserve was required.
(I) Property & Equipment
Property
and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized. Maintenance and repairs are charged
to operations as incurred. Depreciation is computed by the straight-line method (after considering their respective estimated residual
values) over the assets estimated useful life of
| 9 |
(J) Patents and Trademarks
The
Company capitalizes direct costs for the maintenance and advancement of their patents and trademarks and amortizes these costs over the
lesser of the useful life of
(K) Loss Per Share
The Company follows Financial Accounting Standards Board (“FASB”) and Accounting Standards Codification (“ASC”) 260 when reporting Loss Per Share resulting in the presentation of basic and diluted loss per share. Because the Company reported a net loss for the three and six months ended September 30, 2025 and 2024, common stock equivalents, including
preferred stock, stock options and warrants were anti-dilutive; therefore, the amounts reported for basic and diluted loss per share were the same.
(L) Revenue Recognition
The Company recognizes revenue in accordance with ASC 606 “Revenue from Contracts with Customers.”
The Company derives revenue from the sale of its pet care products directly to its veterinarian customers in the United States. The Company recognizes revenue when performance obligations under the terms of a contract with the veterinarian customer are satisfied. Product sales occur once control or title is transferred based on the commercial terms. Revenue is recognized upon delivery to the customer, which is when control of these products is transferred and in an amount that reflects the consideration the Company expects to receive for these products. Shipping costs charged to customers are reported as an offset to the respective shipping costs. The Company does not have any significant financing components as payment is received at or shortly after the point of sale.
The
Company entered into a Distribution Services Agreement (the “Agreement”) with MWI Veterinary Supply Co. (the “Distributor”)
on June 17, 2022. Contracts with the Distributor are evidenced by individual executed purchase orders subject to the terms of the Agreement.
The contracts consist of a single performance obligation related to the sale of our pet care products. Product sales occur once control
or title is transferred based on the commercial terms in the Agreement. Revenue is recognized upon delivery to the Distributor; payment
is due within 60 days. The Agreement provides for a distribution fee payable to the Distributor equal to
For
the three months ended September 30, 2025, and 2024, the Company recognized revenue from product sales under the Agreement of $
For
the six months ended September 30, 2025, and 2024, the Company recognized revenue from product sales under the Agreement of $
Assets and liabilities (included in accrued expenses) under the Agreement were as follows:
SCHEDULE OF RECOGNIZED REVENUE ASSETS AND LIABILITIES
| September 30, 2025 | March 31, 2025 | |||||||
| Accounts receivable | $ | - | $ | - | ||||
| Rebate liability | ||||||||
| Distribution fee payable | ||||||||
| 10 |
The
Company entered into a Distribution Services Agreement (the “Agreement”) with Covetrus North America LLC (“Covetrus”)
on December 18, 2023. Contracts with Covetrus are evidenced by individual executed purchase orders subject to the terms of the Agreement.
The contracts consist of a single performance obligation related to the sale of our pet care products. Product sales occur once control
or title is transferred based on the commercial terms in the Agreement. Revenue is recognized upon delivery to the Distributor; payment
is due within 60 days. The Agreement provides for a distribution fee payable to the Distributor equal to
For
the three months ended September 30, 2025, and 2024, the Company did
For
the six months ended September 30, 2025, and 2024, the Company recognized revenue from product sales under the Agreement of $
In December 2024, the Company entered into new distribution partnerships with Vedco, Inc. (“Vedco”) and Clipper Distributing, LLC (“Clipper”). A distribution service agreement was not signed with either distribution partner. Contracts with both distribution partners are evidenced by individual executed purchase orders. The purchase orders consist of a single performance obligation related to the sale of our pet care products. Product sales occur once control or title is transferred based on the terms of the purchase order. Revenue is recognized upon delivery to the Distributor; payment is due within 30 days. Neither distribution partnership provides for a distribution fee payable or a rebate payable.
For
the three months ended September 30, 2025 and 2024, the Company recognized revenue from product sales to Vedco of $
For
the six months ended September 30, 2025 and 2024, the Company recognized revenue from product sales to Vedco of $
Accounts
receivable from Vedco was $
For the three and six months ended September 30, 2025 and 2024, the Company did not recognize any revenue from product sales to Clipper. There were no accounts receivable from Clipper at September 30, 2025 and March 31, 2025.
(M) Research and Development
The Company expenses research and development costs as incurred.
(N) Fair Value of Financial Instruments
FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) establishes a framework for all fair value measurements and expands disclosures related to fair value measurement and developments. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories:
| ● | Level 1 - quoted market prices in active markets for identical assets or liabilities. |
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| ● | Level 2 - inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | |
| ● | Level 3 - unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
The carrying amounts of the Company’s financial instruments, such as cash, accounts receivable, accounts payable and other liabilities approximate their fair value as of September 30, 2025 and March 31, 2025, due to the short-term nature of those items.
The fair value of the Company’s debt approximates its carrying value as of September 30, 2025 and March 31, 2025. Factors that the Company considered when estimating the fair value of its debt included market conditions, liquidity levels in the private placement market, variability in pricing from multiple lenders and terms of debt.
(O) Stock-Based Compensation
The Company accounts for stock-based compensation under the provisions of FASB ASC 718, Compensation – Stock Compensation, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. The Company estimates the fair value of stock-based awards on the date of grant using the Black-Scholes model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method. In accordance with ASU No. 2018-07, Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting share-based payment transactions for acquiring goods and services from nonemployees are included. Consistent with the accounting requirement for employee share-based payment awards, nonemployee share-based payment awards with the scope of Topic 718 are measured at grant-date fair value of the equity instruments that an entity is obligated to issue when the good has been delivered or the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied.
(P) Income Taxes
The Company accounts for income taxes under ASC 740. Deferred tax assets and liabilities are determined based upon differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. As required by ASC 450, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority.
The Company is not currently under examination by any federal or state jurisdiction.
The Company’s policy is to record tax-related interest and penalties as a component of operating expenses.
(Q) Recent Accounting Pronouncements
In June 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments, as modified by FASB ASU No. 2019-10 and other subsequently issued related ASUs. The amendments in this Update affect loans, debt securities, trade receivables, and other financial assets that have the contractual right to receive cash. The ASU requires an entity to recognize expected credit losses rather than losses incurred for financial assets. The amendments in this Update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted this new guidance effective January 1, 2023, utilizing the modified retrospective transition method. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements but did change how the allowance for credit losses is determined.
| 12 |
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose significant segment expenses and other segment items on an interim and annual basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative threshold to determine its reportable segments. The new disclosure requirements are also applicable to entities that account and report as a single operating segment entity. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. The Company adopted the guidance for the annual reporting period ended March 31, 2025. There was no impact on the Company’s reportable segments identified.
NOTE 2 – INVENTORY
Inventory consists of the following at September 30, 2025, and March 31, 2025:
The inventory components are as follows:
SCHEDULE OF INVENTORY
| September 30, 2025 | March 31, 2025 | |||||||
| Finished Goods | $ | $ | ||||||
| Work in process | ||||||||
| Raw materials | ||||||||
| Total Net | $ | $ | ||||||
NOTE 3 – PREPAID EXPENSES AND OTHER CURRENT ASSETS
As
of September 30, 2025, the Company had $
As
of March 31, 2025, the Company had $
NOTE 4 – PROPERTY AND EQUIPMENT
Property and equipment consists of the following at September 30, 2025, and March 31, 2025:
SCHEDULE OF PROPERTY AND EQUIPMENT
| September 30, 2025 | March 31, 2025 | |||||||
| Leasehold improvements | $ | $ | ||||||
| Production equipment | ||||||||
| R&D equipment | ||||||||
| Computer equipment and furniture | ||||||||
| Total, at cost | ||||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||
| Total Net | $ | $ | ||||||
Depreciation
expense was $
| 13 |
NOTE 5 – PATENTS AND TRADEMARKS
The components of patents and trademarks, all of which are finite lived, were as follows:
SCHEDULE OF COMPONENTS OF PATENTS AND TRADEMARKS
| September 30, 2025 | March 31, 2025 | |||||||
| Patents | $ | $ | ||||||
| Trademarks | ||||||||
| Total at cost | ||||||||
| Accumulated Amortization | ( | ) | ( | ) | ||||
| Total net | $ | $ | ||||||
Amortization
expense was $
NOTE 6 –LICENSING AGREEMENTS
The components of licensing agreements, all of which are finite-lived, were as follows:
SCHEDULE OF LICENSING AGREEMENTS
| September 30, 2025 | March 31, 2025 | |||||||
| License Agreements | $ | $ | ||||||
| Accumulated Amortization | ( | ) | ( | ) | ||||
| Total net | $ | $ | ||||||
In
February 2025, the Company signed an exclusive licensing agreement with VetStem, Inc. to market and sell their PrecisePRP™ (Platelet-Rich
Plasma) for both canine and equine products. The exclusive licensing agreement is a five
During the three and six months ended
September 30, 2025 and 2024 amortization expense was $
In September 2025, the Company signed an exclusive licensing agreement with Digital Landia Holding Corp to utilize their Artificial Intelligence (AI) under a B2B white-label model to target a bigger share of the veterinary industry within North America, the United Kingdom, and potentially other markets. The Company will market the software as its own brand and logo through exclusive Software-as-a-Service access rights. The exclusive licensing agreement is a ten year agreement whereby the Company paid an initial licensing fee of $800,000, which was paid in stock issuances. The fair value of the common stock issued as consideration was determined based on the quoted market price of the Company’s common stock on the measurement date. The licensing fee recorded as an intangible asset and is amortized over one-hundred twenty (120) months, the term of the agreement. The licensing agreement also has a royalty fee payment between 10% and 15%, commencing in the thirteenth month of the licensing agreement. No royalty expense was incurred for the three and six months ended September 30, 2025
Amortization
expense was $
| 14 |
NOTE 7 – ACCRUED EXPENSES
The components of accrued expenses were as follows:
SCHEDULE OF COMPONENTS OF ACCRUED EXPENSES
| September 30, 2025 | March 31, 2025 | |||||||
| Contract payable | $ | $ | ||||||
| Accrued payroll and related taxes | ||||||||
| Accrued expenses | ||||||||
| Total | $ | $ | ||||||
NOTE 8 – NOTES PAYABLE AND ACCRUED INTEREST
In
January 2020, the Company entered into a lease amendment for our corporate office facility whereby the lease term was extended through
November of 2026 in exchange for a loan of $
On
December 20, 2024, the Company entered into a promissory note for $
In
May and June 2025, the Company entered into three separate promissory notes totaling $
As
of September 30, 2025, total non-convertible notes payable, including accrued interest, were $
For the three months ended September 30, 2025 and 2024, interest expense on non-convertible notes payable totaled
$
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NOTE 9 – CONVERTIBLE NOTES PAYABLE and ACCRUED INTEREST
From
September 9, 2024 through March 31, 2025, the Company borrowed $
On
September 30, 2025, the Company issued
On September 30, 2025, the Company repaid a $
Interest
expense on these convertible notes payable for the three months ended September 30, 2025 and 2024 is $
| 16 |
June 30, 2025 Amendment to Convertible Notes and Extinguishment Accounting
On June 30, 2025, the Company and the noteholders entered into an amendment to fix the Conversion Price at $0.50 per share, eliminate the variable pricing feature, and change all maturity dates to September 30, 2025. As a result of the amendment, the conversion feature no longer required derivative liability accounting under ASC 815 and instead met the criteria for equity classification under ASC 470-20, Debt with Conversion and Other Options.
The Company evaluated the amendment under ASC 470-50, Modifications and Extinguishments, and concluded that the amendment represented a substantial modification due to the reclassification of the conversion feature from a liability to equity and the resulting change in economic substance. Accordingly, the Company accounted for the amendment as an extinguishment of the existing notes and the issuance of new convertible notes.
Prior
to extinguishment, the derivative liability was remeasured to its fair value at June 30, 2025 of $
The
new debt instrument issued upon extinguishment was recorded at its estimated fair value of $
The accounting impact of the amendment is summarized as follows, as of June 30, 2025:
SCHEDULE OF AMENDMENT TO CONVERTIBLE NOTES AND EXTINGUISHMENT ACCOUNTING
| Description | Amount | |||
| Carrying amount of extinguished debt | $ | |||
| Fair value of new debt issued | $ | |||
| Fair value of derivative reclassified to equity | $ | |||
| Beneficial conversion feature recorded as debt discount | $ | |||
As
of September 30, 2025, the beneficial conversion feature recorded as debt discount on the convertible notes and related warrants were
fully amortized during the period, as the notes matured and were converted on September 30, 2025. For the three and six months ending
September 30, 2025, the amortization of debt discount expense was $
Convertible Notes Issued with Warrants
On
February 14, 2025, a total of
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Fair Value Allocation of Proceeds from Convertible Notes
When convertible notes are issued with warrants, and no derivative liability is present, the proceeds are allocated between the debt and the warrants based on their relative fair values at issuance. When convertible notes are issued with both detachable warrants and embedded derivative liabilities, the proceeds are allocated using a sequential approach: first to the derivative liability at fair value, then to the warrants at fair value, and the residual amount to the debt host. For convertible notes that include only an embedded derivative liability and no warrants, the proceeds are allocated first to the derivative liability at fair value, with the residual amount allocated to the debt host.
NOTE 10 – RETIREMENT PLAN
In
February 2021, the Company established a 401(k)-retirement plan for its employees in which eligible employees can contribute a percentage
of their compensation. The Company may also make discretionary contributions. For the three months ended September 30, 2025, and 2024,
the Company made contributions to the plan of $
NOTE 11 – COMMITMENTS AND CONTINGENCIES
The Company accounts for contingencies in accordance with ASC 450, Contingencies. A liability is recorded when it is probable that a loss has been incurred and the amount can be reasonably estimated. If a loss is reasonable possible but not probable, or if the amount cannot be estimated, the nature of the contingency and an estimate of the possible loss, if determinable, is disclosed. Remote contingencies are generally not disclosed unless related to guarantee.
Lease Obligations
The Company leases property and equipment under operating leases, typically with terms greater than 12 months, and determine if an arrangement contains a lease at inception. In general, an arrangement contains a lease if there is an identified asset, and the Company has the right to direct the use of and obtain substantially all of the economic benefit from the use of the identified asset. The Company records an operating lease liability at the present value of lease payments over the lease term on the commencement date. The related right of use (‘ROU”) operating lease asset reflects rental escalation clauses, as well as renewal options and/or termination options. The exercise of lease renewal and/or termination options is at the Company’s discretion and is included in the determination of the lease term and lease payment obligations when it is deemed reasonably certain that the option will be exercised. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, certain leases do not provide a readily determinable implicit rate. Therefore, the Company must estimate our incremental borrowing rate to discount the lease payments based on information available at lease commencement.
The Company classifies its leases as buildings, vehicles or computer and office equipment and do not separate lease and non-lease components of contracts for any of the aforementioned classifications. In accordance with applicable guidance, the Company does not record leases with terms that are less than one year on the consolidated balance sheets.
None of the lease agreements contain material restrictive covenants or residual value guarantees.
Buildings
The
Company entered into an
| 18 |
The
Company entered into a
On
January 10, 2023, the Company entered into a new lease agreement for approximately
Lease Termination
The
Company terminated its ten-year lease agreement on the
Vehicles and Other Operating Leases
The
Company leased vehicles for certain members of its field sales organization during the three months ended June 30, 2024, under a vehicle
fleet program whereby the noncancelable lease was for a term of
Operating
vehicle lease expense for the six months ended September 30, 2025, and 2024, was $
The following is a maturity analysis of the annual undiscounted cash flows of the operating lease liabilities as of September 30, 2025:
SCHEDULE OF MATURITY OF ANNUAL UNDISCOUNTED OPERATING LEASE LIABILITY
| 2026 | $ | |||
| 2027 | ||||
| Total | $ | |||
| Less: amount representing interest | ( | ) | ||
| Total | $ |
| 19 |
In
compliance with ASC 842, the Company recognized, based on
SCHEDULE OF BASE RENT LEASE PAYMENTS
| Present value of future base rent lease payments | $ | |||
| Base rent payments included in prepaid expenses | - | |||
| Present value of future base rent lease payments – net | $ |
As of September 30, 2025, the present value of future base rent lease payments – net is classified between current and non-current assets and liabilities as follows:
SCHEDULE OF LEASE CURRENT AND NON-CURRENT ASSETS AND LIABILITIES
| Operating lease right-of-use asset | $ | |||
| Total operating lease assets | ||||
| Operating lease current liability | ||||
| Operating lease other liability | ||||
| Total operating lease liabilities | $ |
Employment Agreements
The Company has employment agreements with its executive officers. As of September 30, 2025, these agreements contain severance benefits ranging from one month to six months if terminated without cause.
NOTE 12 – GOING CONCERN
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern.
The
Company incurred a net loss $
Management believes that the actions presently being taken to further implement its business plan will enable the Company to continue as a going concern. While the Company believes in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and raise additional funds.
These financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 13 – STOCKHOLDERS’ EQUITY
Equity Incentive Plan
On
July 10, 2020, our Board of Directors unanimously approved the PetVivo Holdings, Inc. 2020 Equity Incentive Plan (the “2020 Plan”),
which authorized the issuance of up to
| 20 |
Preferred Stock
The certificate of designation of rights and preferences has an optional conversion provision whereby each share of Series A Preferred Stock shall be convertible at any time at the option of a holder into shares of Common Stock. The Series A Preferred Stock also has an automatic conversion whereby the preferred shares shall automatically convert into Common Stock upon the one-year anniversary of the issuance of the Series A Preferred Stock. There are no dividends attached to the Series A Preferred Stock. The Series A Preferred Stock was converted to Common Stock on July 18, 2025.
On
March 26, 2025, the Company entered into a Subscription Agreement to receive $
Common Stock
During
the six months ended September 30, 2025, the Company issued
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| ii) | |
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| v) | |
| vi) | |
| vii) | |
| viii) | |
| ix) | |
| x) | |
| xi) |
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Time-Based Restricted Stock Units
The
Company has granted time-based restricted stock units to certain participants under the 2020 Plan that are stock settled with common
shares. Time-based restricted stock units granted under the 2020 Plan vest over three years. Stock-based compensation expense for time-based
restricted stock units was $
Time-based restricted stock unit activity for the six months ended September 30, 2025 was as follows:
SCHEDULE OF TIME BASED RESTRICTED STOCK UNITS
Units Outstanding | Weighted Average Grant Date Fair Value Per Unit | Aggregate Intrinsic Value (1) | ||||||||||
| Balance at March 31, 2025 | $ | |||||||||||
| Vested | ( | ) | ||||||||||
| Cancelled | - | - | ||||||||||
| Balance at September 30, 2025 | $ | $ | ||||||||||
| (1) |
Stock Options
Stock
options issued to employees and directors typically vest over
The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model. Annually, the Company makes predictive assumptions regarding future stock price volatility, dividend yield, expected term, and forfeiture rate. The dividend yield assumption is based on expected annual dividend yield on a grant date. To date, no dividends on common stock have been paid by the Company. Expected volatility for grants is based on historical volatility over a similar period as the expected term . The risk-free interest rate is based on yields of U.S. Treasury securities with maturities similar to the expected term of the options for each option group. The Company uses the “simplified method” to estimate the expected term of the stock option grants. This approach is used because the Company does not have sufficient historical exercise data to develop a reasonable estimate of expected term.
No stock options were granted during the six months ended September 30, 2025.
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Stock option activity for the six months ended September 30, 2025 is as follows:
SCHEDULE OF STOCK OPTION ACTIVITY
| Options Outstanding | Weighted- Average Exercise Price Per Share | Weighted- Average Remaining Contractual Life | Aggregate Intrinsic Value (1) | |||||||||||||
| Balance at March 31, 2025 | $ | - | ||||||||||||||
| Granted | - | - | ||||||||||||||
| Cancelled | - | - | ||||||||||||||
| Balance at September 30, 2025 | $ | $ | ||||||||||||||
| Options exercisable at September 30, 2025 | ||||||||||||||||
| (1) |
The following summarizes additional information about the stock options:
SCHEDULE OF ADDITIONAL INFORMATION ABOUT STOCK OPTIONS
Six Months Ended | ||||
| September 30, 2025 | ||||
| Number of: | ||||
| Non-vested options, beginning of period | ||||
| Non -vested options, end of period | - | |||
| Vested options, end of period | ||||
Six Months Ended | ||||
| September 30, 2025 | ||||
| Weighted-average grant date fair value of: | ||||
| Non-vested options, beginning of period | $ | |||
| Non-vested options, end of period | $ | - | ||
| Vested options, end of period | $ | |||
| Forfeited options, during the period | $ | - | ||
Warrants
During
the six months ended September 30, 2025, the Company issued warrants to purchase an aggregate of
The fair value of the warrants was determine using the Black-Scholes valuation model based on the following assumptions:
SCHEDULE OF WARRANT’S USING BLACK-SCHOLES VALUATION
Six Months Ended |
||||
| September 30, 2025 | ||||
| Stock price on valuation date | $ | |||
| Exercise price | $ | |||
| Term (years) | ||||
| Volatility | % | |||
| Risk-free rate | % | |||
| 23 |
A summary of warrant activity for six months ended September 30, 2025 is as follows:
SCHEDULE OF WARRANT ACTIVITY
| Number of Warrants | Weighted- Average Exercise Price | Weighted Average Remaining Contractual Term (in years) | Weighted- Average Exercisable Price | Aggregate Intrinsic Value (1) |
||||||||||||||||
| Outstanding, March 31, 2025 | - | |||||||||||||||||||
| Granted and issued | ||||||||||||||||||||
| Exercised | ( | ) | - | |||||||||||||||||
| Expired | ( | ) | - | - | - | |||||||||||||||
| Outstanding, September 30, 2025 | $ | $ | - | |||||||||||||||||
| (1) | The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing price of the Company’s common stock, which was $1.10 per share on September 30, 2025 and $.60 per share on March 31, 2025. |
Stock-based compensation expense related to warrants was $
NOTE 14 – SEGMENT REPORTING
The Company manages the business activities on a consolidated basis and operates in one reportable segment. The Company’s reportable segment is an emerging biomedical device company focused on the manufacturing, commercialization, and licensing of innovative medical devices and therapeutics for animals. The segment is animal health products. As the Company has one reportable segment, sales and marketing, research and development, including clinical trial expenses and general and administrative expenses are equal to consolidated results. Financial results for the Company’s reportable segment have been prepared using a management approach, which is consistent with the basis and manner in which financial information is evaluated by the Company’s Chief Operating Decision Maker (“CODM”) in allocating resources and in assessing performance. The Company’s CODM is the Chief Financial Officer. The measurement of segment profit or loss that the CODM uses to evaluate the performance of the Company’s segment is net income attributable to animal health. The CODM reviews financial budgets and actual results to assess performance and allocate resources, and makes strategic decisions related to headcount and other expenditures on a consolidated basis. The CODM considers the impact of the significant segment expenses in the table below on operating income (loss) when deciding where and when to make expenditures.
SCHEDULE OF SEGMENT INFORMATION
For the Three Months Ended September 30, | For the Six Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| NET REVENUE | $ | $ | $ | $ | ||||||||||||
| Cost of Sales | ||||||||||||||||
| Gross Profit | ||||||||||||||||
| OPERATING EXPENSES | ||||||||||||||||
| Sales and marketing | ||||||||||||||||
| Research and development | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| NET OPERATING LOSS | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
NOTE 15 – SUBSEQUENT EVENTS
In
October, 2025, the Company issued an
aggregate of
In
October, 2025, the Company issued an aggregate of
| 24 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
PetVivo Holdings, Inc. (the “Company,” “PetVivo,” “we” or “us) is an emerging biomedical device company focused on the manufacturing, commercialization, and licensing of innovative medical devices and therapeutics for animals. The Company has a pipeline of products for the treatment of animals. A portfolio of nineteen patents protects the Company’s biomaterials, products, production processes, and methods of use. 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 the second quarter of its fiscal year ended March 31, 2022.
The Company was incorporated in March 2009 under Nevada law under a different name. The Company operates as one segment from its corporate headquarters in Edina, Minnesota.
CURRENT BUSINESS OPERATIONS
The Company is primarily engaged in the business of commercializing and licensing products in the veterinary market to treat and/or manage afflictions of companion animals such as dogs and horses. Most of our technology was developed for human biomedical applications, and we intend to leverage the investments already expended in their development to commercialize treatments for horses and companion animals in a capital and time-efficient way.
The Company’s initial product, Spryng®, and its pipeline products are derived from proprietary biomaterials that simulate a body’s cellular tissue by virtue of their reliance upon natural protein and carbohydrate compositions which incorporate such “tissue building blocks” as collagen, elastin, and proteoglycans such as heparin. Since these are naturally-occurring in the body, we believe they have an enhanced biocompatibility with living tissues compared to synthetic biomaterials such as those based upon alpha-hydroxy polymers (e.g PLA, PLGA, and the like), polyacrylamides, and other “natural” biomaterials that may lack the multiple proteins incorporated into our biomaterials. These proprietary protein-based biomaterials are similar to the body’s tissue thus allowing integration and tissue repair in long-term implantation in certain applications.
Our initial product, Spryng®, is a veterinary medical device designed to help reinforce and/or augment articular cartilage tissue for the management of lameness and other joint related afflictions, such as osteoarthritis, in horses and companion animals. Spryng® is an intra-articular injectable product of biocompatible and insoluble particles that are slippery, wet-permeable, durable, and resilient to enhance the force cushioning function of the synovial fluid and cartilage. The particles mimic natural cartilage in composition, structure, and hydration. Multiple joints can be treated simultaneously. Our particles are comprised of collagen, elastin, and heparin, similar components found in natural cartilage. These particles show an effectiveness in reinforcing and/or augment the cartilage, which enhances the functionality of the joint (e.g. provide cushion or shock-absorbing features to the joint and to provide joint lubricity).
Osteoarthritis, a common inflammatory joint disease in both dogs and horses, is a chronic, progressive, degenerative joint disease that is caused by a loss of synovial fluid and/or the deterioration of joint cartilage. Osteoarthritis affects approximately 14 million dogs and 1 million horses in the $11 billion companion animal veterinary care and product sales market.
Despite the market size, veterinary clinics and hospitals have very few treatments and/or drugs for use in treating osteoarthritis in dogs, horses, and other pets. As there is no cure for osteoarthritis, current solutions treat symptoms, but do not manage the cause. The current treatment for osteoarthritis in dogs generally consists of the use of nonsteroidal anti-inflammatory drugs (or “NSAIDs”) which are approved to alleviate pain and inflammation but present the potential for side effects relating to gastrointestinal, kidney, and liver damage and do not halt or slow joint degeneration. The Company offers an alternative to traditional treatments that only address the symptoms of the affliction. Spryng® with OsteoCushion® technology addresses the affliction, loss of synovial fluid, and/or the deterioration of joint cartilage, rather than treating just the symptoms and, to the best of our knowledge, has elicited minimal adverse side effects in dogs and horses. Spryng®-treated dogs and horses have shown an increase in activity even after they no longer are receiving pain medication or other treatments. Other treatments for osteoarthritis include steroid and/or hyaluronic acid injections, which are used for treating pain, inflammation and/or joint lubrication, but can be slow acting and/or short lasting.
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We believe Spryng® is an optimal solution to safely improve joint function in animals for several reasons:
| ● | Spryng® addresses the underlying problems which relate to deterioration of cartilage causing bones to contact each other and a lack of synovial fluid. Spryng® provides a biocompatible lubricious cushion to the joint, which establishes a barrier between the bones, thereby protecting the remaining cartilage and bone. | |
| ● | Spryng® is easily administered with the standard intra-articular injection technique. Multiple joints can be treated simultaneously. | |
| ● | Case studies indicate many dogs and horses have long-lasting multi-month improvement in lameness after having been treated with Spryng®. | |
| ● | After receiving a Spryng® injection, many canines are able to discontinue the use of NSAID’s, eliminating the risk of negative side effects. | |
| ● | Spryng® is an effective and economical solution for treating osteoarthritis. A single injection of Spryng® is approximately $600 to $900 per joint and typically lasts for at least 12 months. |
Historically, drug sales represent up to 30% of revenues at a typical veterinary practice (Veterinary Practice News). Revenues and margins at veterinary practices are being eroded because online, big-box, and traditional pharmacies have recently started filling veterinary prescriptions. Veterinary practices are looking for ways to replace lost prescription revenues with safe and effective products. Spryng® is a veterinarian-administered medical device that should expand practice revenues and margins. We believe that the increased revenues and margins provided by Spryng® will accelerate its adoption rate and propel it forward as the standard of care for canine and equine lameness related to or due to synovial joint issues.
We commenced sales of Spryng® in the second quarter of fiscal 2022 and plan to increase our commercialization efforts of Spryng® in the United States through our distribution relationship with MWI Veterinary Supply Co. (“Distributor” or “MWI”), Vedco, Inc. and the use of sales reps, clinical studies, and market awareness to educate and inform key opinion leaders on the benefits of Spryng®.
VetStem, Inc.
On February 14, 2025, the “Company” and VetStem, Inc. (“VetStem”) entered into an Exclusive License and Supply Agreement pursuant to which VetStem will license to us, on an exclusive basis, the right to sell, have sold, offer for sale and import Therapeutic Compositions and Products involving PrecisePRP™ equine and PrecisePRP™ canine. Exclusivity shall be maintained as long as the mutually agreed upon annual minimum purchases of Products are made during the first five years of the Agreement, with an option to extend exclusivity upon the mutual agreement of the Parties.
VetStem, Inc. is a veterinarian-led company established in 2002 to bring regenerative medicine to the veterinary profession. Based near San Diego, California, this privately held biopharmaceutical enterprise offers veterinarians a range of regenerative modalities, including autologous stem cell processing from patients’ own fat tissue. With over 15 years of expertise and thousands of treatments for joint, tendon, and ligament issues, VetStem has made regenerative medicine a therapeutic reality. The VetStem team is dedicated to developing clinically practical and affordable solutions that harness the natural restorative abilities of living organisms. In addition to its own patents, VetStem holds exclusive global veterinary licenses to a significant portfolio of patents in regenerative medicine and is in the late stages of approval of additional regenerative medicine solutions for the veterinarian.
PrecisePRP™ is a first-in-class off-the-shelf platelet-rich plasma (PRP) product designed for use by veterinarians. It is a leucoreduced, allogeneic, pooled, freeze-dried PRP intended to provide a species-specific source of concentrated platelets in plasma for intra-articular administration in dogs and horses. Unlike any PRP mechanical kits currently on the market. PrecisePRP™ does not require a blood draw or centrifugation making it a truly off-the-shelf product that is easy and convenient. Perhaps more important is the uniformity and consistency that PrecisePRP™ guarantees. Each vial of PrecisePRP™ contains a consistent dose of 4 billion platelets per vial at a concentration of 500,000 platelets per microliter and is leucoreduced with less than 1,500 white blood cells per microliter.
To significantly minimize safety risks, all dog and horse donors are screened according to the FDA CVM Guidance 254. Along with infectious disease screening, donors are tested for blood type and plasma antibody to red blood cells, providing a low risk of transfusion reaction. At the request of the FDA, two randomized placebo-controlled safety studies were conducted in dogs and horses. There were no treatment-related adverse events reported in dogs or horses after treatment with PrecisePRP™.
“This is a game changer for veterinarians and their ability to treat their patients with PRP”, said Mike Eldred, PetVivo Board Member. “This innovative, and FDA reviewed product, will be a great addition to Spryng® with OsteoCushion® technology, and supports our strategy to be the leader in veterinary medical devices and regenerative medicine.”
Distributors
We entered into a Distribution Services Agreement (“Distribution Agreement”) with MWI on June 17, 2022. Pursuant to the Agreement, we appointed MWI to distribute, advertise, promote, market, supply, and sell the Company’s lead product, Spryng® on an exclusive basis for two (2) years within the United States (the “Territory”), transitioning to a non-exclusive basis thereafter; provided however that the Company shall extend the exclusivity for an additional one (1) year if MWI achieves certain performance targets agreed upon by the parties. The Company can continue to sell Spryng® within the Territory to established accounts, which include: (a) customers who have purchased Spryng® from the Company prior to the date of the Agreement, (b) customers who require that they deal directly with the Company, (c) governmental agencies, and (d) customers that order via the internet who are not directly solicited by MWI to purchase Spryng®. All customers must be licensed veterinary practices.
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Spryng® is classified as a veterinary medical device under the United States Food and Drug Administration (“FDA”) rules, and pre-market approval is not required by the FDA. Spryng® completed a safety and efficacy study in rabbits in 2007. Since that time, more than 2,000 horses and dogs have been treated with Spryng®. We entered into a clinical trial services agreement with Colorado State University on November 5, 2020. We expect this university clinical study to be completed in March 2024. Additionally, the Company successfully completed an equine tolerance study in March 2022 and began two canine clinical studies with Ethos Veterinary Health, the first beginning in May of 2022 with anticipated completion in October 2023, and the second beginning in June of 2023 with an expected completion in October 2024. We anticipate that these and other studies that we plan to initiate will be primarily used to expand our distribution outlets since the large international and national distributors generally require a third-party university study and other third-party studies prior to including a product in their catalog of products.
We manufacture our products in an ISO 7 certified clean room manufacturing facility in Minneapolis using our patented and scalable self-assembly production process, which minimizes the infrastructure requirements and manufacturing risks to deliver a consistent, high-quality product while being responsive to volume requirements. A second ISO cleanroom facility is expected to be operational later this year. We believe that having two manufacturing facilities will help us minimize supply risks, allow for continued scaling of our production capacity, and expand our research and development facilities.
We also have a pipeline of therapeutic devices for both veterinary and human clinical applications. Some such devices may be regulated by the FDA or other equivalent regulatory agencies, including but not limited to the Center for Veterinary Medicine (“CVM”). We anticipate growing our product pipeline through the acquisition or in-licensing of additional proprietary products from human medical device companies specifically for use in pets. In addition to commercializing our own products in strategic market sectors and in view of the Company’s vast proprietary product pipeline, the Company may establish strategic out-licensing partnerships to provide secondary revenues.
RESULTS OF OPERATIONS
The following discussion should be read in conjunction with our 2025 10-K Report and the condensed consolidated financial statements and related notes in Item 1, Financial Statements appearing elsewhere in this Quarterly Report on Form 10-Q (“10-Q Report”). The following discussion may contain forward-looking statements, and our actual results may differ materially from the results suggested by these forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed in Part I, Item 1A of our 2025 10-K Report under the heading “Risk Factors,” as updated and supplemented by risks described in other SEC filings. The Company assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law.
We are a smaller reporting company and have incurred substantial losses in connection with our operations. We will need substantial capital to pursue our current plans to commercialize our initial product, Spryng®.
RESULTS OF OPERATIONS
For the Three Months Ended September 30, | For the Six Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues | $ | 303,284 | $ | 200,720 | $ | 600,784 | $ | 324,470 | ||||||||
| Cost of Sales | 83,226 | 21,162 | 194,000 | 34,156 | ||||||||||||
| Operating Expenses | 2,285,425 | 2,352,598 | 4,316,468 | 4,507,787 | ||||||||||||
| Other (Expense) Income | (942,442 | ) | (2,453 | ) | (1,409,162 | ) | (5,083 | ) | ||||||||
| Net Loss | $ | (3,007,809 | ) | $ | (2,175,493 | ) | $ | (5,318,846 | ) | $ | (4,222,556 | ) | ||||
| Net loss per share - basic and diluted | $ | (0.11 | ) | $ | (0.11 | ) | $ | (0.20 | ) | $ | (0.22 | ) | ||||
For The Three Months Ended September 30, 2025, Compared to The Three Months Ended September 30, 2024
Total Revenues. Revenues were $303,284 and $200,720 for the three months ended September 30, 2025 and 2024, respectively. Revenues in the three months ended September 30, 2025, consist of sales of our Spryng® products of $186,902 and PrecisePRP™ products of $116,382. Revenues in the three months ended September 30, 2024, consisted of sales entirely of our Spryng® products of $200,720. The increase in our revenues in the three months ended September 30, 2025, compared to the three months ended September 30, 2024, is due to sales of PrecisePRP™ products, pursuant to our exclusive licensing agreement with VetStem.
Cost of Sales. Cost of sales were $83,226 and $21,162 for the three months ended September 30, 2025 and 2024, respectively. Cost of sales includes product costs and labor and overhead related to the sale of our Spryng® products and product costs related to the sale of PrecisePRP™ products. The increase in our cost of sales in the three months ended September 30, 2025, compared to the three months ended September 30, 2024, is due to sales of PrecisePRP™ products.
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Operating Expenses. Operating expenses were $2,285,425 and $2,352,598 for the three months ended September 30, 2025 and 2024, respectively. The decrease is primarily due to decreased general and administrative (“G&A”) expenses and research and development (“R&D”) expenses.
General and administrative (“G&A”) expenses were $1,236,730 and $1,267,117 for the three months ended September 30, 2025 and 2024, respectively. General and administrative expenses include compensation and benefits, contracted services, legal and consulting fees, and stock compensation expenses.
Sales and marketing expenses were $787,262 and $620,307 for the three months ended September 30, 2025 and 2024, respectively. Sales and marketing expenses include compensation, consulting, tradeshows, and stock compensation costs to support the launch of our Spryng® and the PrecisePRP™ products.
Research and development (“R&D”) expenses were $261,433 and $465,174 for the three months ended September 30, 2025 and 2024, respectively. The decrease was primarily related to decreased clinical studies due to tight cash flow constraints.
Operating Loss. As a result of the foregoing, our operating loss was $2,065,367 and $2,173,040 for the three months ended September 30, 2025 and 2024, respectively. The decrease was related to cost-cutting initiatives in general and administrative and research and development expenses.
Other Income (Expense). Other income (expense) was ($942,442) for the three months ended September 30, 2025 compared to other expense of ($2,453) for the three months ended September 30, 2024. Other income (expense) in 2025 consisted of unrealized loss on change in derivative liabilities, amortization of debt discount and interest expense. Other income (expense) in 2024 consisted of interest expense.
Net Loss. Our net loss for the three months ended September 30, 2025 was $3,007,809 or ($0.11) per share as compared to a net loss of $2,175,493 or ($0.11) per share for the three months ended September 30, 2024. The increase was primarily related to the loss on change in derivative liabilities and amortization of debt discount. The weighted average number of shares outstanding was 27,579,136 compared to 20,099,095 for the three months ended September 30, 2025 and 2024, respectively.
For The Six Months Ended September 30, 2025, Compared to The Six Months Ended September 30, 2024
Total Revenues. Revenues were $600,784 and $324,470 for the six months ended September 30, 2025 and 2024, respectively. Revenues for the six months ended September 30, 2025, consist of sales of our Spryng® products of $335,145 and PrecisePRP™ products of $265,639. Revenues in the six months ended September 30, 2024, consisted of sales entirely of our Spryng® products of $324,470. The increase in our revenues in the six months ended September 30, 2025, compared to the six months ended September 30, 2024, is due to sales of PrecisePRP™ products, pursuant to our exclusive licensing agreement with VetStem.
Cost of Sales. Cost of sales were $194,000 and $34,156 for the six months ended September 30, 2025 and 2024, respectively. Cost of sales includes product costs and labor and overhead related to the sale of our Spryng® products and product costs related to the sale of PrecisePRP™ products. The increase in our cost of sales for the six months ended September 30, 2025, compared to the six months ended September 30, 2024, is due to sales of PrecisePRP™ products.
Operating Expenses. Operating expenses were $4,316,468 and $4,507,787 for the six months ended September 30, 2025 and 2024, respectively. The decrease is primarily due to decreased general and administrative (“G&A”) expenses and sales and marketing expenses related to the sale of our Spryng® products.
General and administrative (“G&A”) expenses were $2,305,548 and $2,500,378 for the six months ended September 30, 2025 and 2024, respectively. General and administrative expenses include compensation and benefits, contracted services, legal and consulting fees, and stock compensation expenses.
Sales and marketing expenses were $1,408,974 and $1,154,720 for the six months ended September 30, 2025 and 2024, respectively. Sales and marketing expenses include compensation, consulting, tradeshows, and stock compensation costs to support the sales of our Spryng® and PrecisePRP™ products.
Research and development (“R&D”) expenses were $601,946 and $852,689 for the six months ended September 30, 2025 and 2024, respectively. The decrease was primarily related to decreased clinical studies due to tight cash flow constraints.
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Operating Loss. As a result of the foregoing, our operating loss was $3,909,684 and $4,217,473 for the six months ended September 30, 2025 and 2024, respectively. The decrease was related to cost-cutting initiatives in general and administrative and research and development (“R&D”) expenses.
Other Income (Expense). Other expense was ($1,409,162) and $5,083 for the six months ended September 30, 2025 and 2024, respectively. Other income (expense) in 2025 consisted of unrealized loss on change in derivative liabilities, loss on disposal of assets, amortization of debt discount and interest expense. Other income (expense) in 2024 consisted of interest expense.
Net Loss. Our net loss for the six months ended September 30, 2025 was $5,318,846 or ($0.20) per share as compared to a net loss of $4,222,556 or ($0.22) per share for the six months ended September 30, 2024. The increase was related to the unrealized loss on change in derivative liabilities, loss on disposal of assets, amortization of debt discount and interest expense. The weighted average number of shares outstanding was 25,949,915 compared to 19,395,401 for the six months ended September 30, 2025 and 2024, respectively.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2025, our current assets were $2,109,723, including $767,914 in cash and cash equivalents. In comparison, our current liabilities as of that date were $1,052,694 including $988,979 of accounts payable and accrued expenses. Our working capital as of September 30, 2025 was $1,057,029.
The Company has continued to realize losses from operations. As a result of our private placement offering with proceeds of $5,000,000 from the sale of Series B convertible preferred stock, we do not believe we will have sufficient cash to meet our anticipated operating costs and capital expenditure requirements for at least the next twelve months. We will need to raise additional capital in the future to support our efforts to commercialize Spryng® and our ongoing operations. We expect to continue to raise additional capital through the sale of our securities from time to time for the foreseeable future to fund our business expansion. Our ability to obtain such additional capital will likely be subject to various factors, including our overall business performance and market conditions. There can be no guarantee that the Company will be successful in its ability to raise additional capital to fund its business plan.
Net Cash Used in Operating Activities – We used $3,828,209 of net cash in operating activities for the six months ended September 30, 2025. This cash used in operating activities was primarily attributable to our net loss of $5,318,846 and a decrease of accounts payable and accrued expenses of $786,183, along with the increased PrecisePRP™ production and inventory ramp-up.
Net Cash Used in Investing Activities – During the six months ended September 30, 2025, net cash used in investing activities was $6,605. This cash used in investing activities was primarily attributable to the purchase of equipment.
Net Cash Provided by Financing Activities – During the six months ended September 30, 2025, net cash provided by financing activities of $4,361,829 consisted of proceeds of Series B preferred stock receivable of $4,400,000, proceeds from the issuance of convertible debentures of $160,000 and proceeds from the exercise of a warrant of $140,000.
OFF-BALANCE SHEET ARRANGEMENTS
As of September 30, 2025, and as of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
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GOING CONCERN
The report of independent registered public accounting firm accompanying our September 30, 2025 financial statements contain an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared assuming that we will continue as a going concern, which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business. Our working capital at September 30, 2025, was $1,057,029. As a result of our private placement offering with proceeds of $5,000,000 from the sale of Series B convertible preferred stock, we believe the proceeds from this private placement offering are sufficient to fund operations until December 31, 2025 (see Liquidity and Capital Resources above).
We have continued to realize losses from operations. We will need to raise additional capital in the future to support our efforts to commercialize Spryng® and PrecisePRP™ products and our ongoing operations. We expect to continue to raise additional capital through the sale of our securities from time to time for the foreseeable future to fund our business expansion. Our ability to obtain such additional capital will likely be subject to various factors, including our overall business performance and market conditions. There can be no guarantee that the Company will be successful in its ability to raise additional capital to fund its business plan.
CRITICAL ACCOUNTING POLICIES
We prepare our consolidated financial statements in accordance with generally accepted accounting standards in the United States of America. Our significant accounting policies are described in Note 1 to our condensed consolidated financial statements attached hereto. We believe the following critical accounting policies involve the most significant judgments and estimates used in the preparation of the condensed consolidated financial statements.
RECENTLY ISSUED ACCOUNTING STANDARDS
The Company has reviewed the FASB issued ASU accounting pronouncements and interpretations thereof that have effective dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and do not believe that any new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term. The applicability of any standard is subject to formal review of the Company’s financial management.
In June 2016, the FASB issued ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments,” which replaces the existing “incurred loss” model for recognizing credit losses with an “expected loss” model referred to as the CECL model. Under the CECL model, the Company is required to present certain financial assets carried at amortized cost, such as accounts receivable, at the net amount expected to be collected. The measurement of expected credit losses is based on information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. The Company adopted this standard in the consolidated financial statements for the year ended March 31, 2025. The change had no impact on the Company’s financial statements.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose significant segment expenses and other segment items on an interim and annual basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative threshold to determine its reportable segments. The new disclosure requirements are also applicable to entities that account and report as a single operating segment entity. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. The Company adopted the guidance for the annual reporting period ended March 31, 2025. There was no impact on the Company’s reportable segments identified.
All other newly issued but not yet effective accounting pronouncements have been deemed either immaterial or not applicable.
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ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
Not required
ITEM 4. CONTROLS AND PROCEDURES
DISCLOSURE CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
During the quarter, the Company’s management performed an evaluation, under the supervision and with the participation of the Company’s Chief Executive Office (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as that term is defined in Rules 13a-15€ and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The term “disclosure controls and procedures” means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Based on that evaluation our CEO and CFO concluded that as of September 30, 2025, our disclosure controls and procedures were not effective due to previously disclosed material weaknesses in internal control over financial reporting. These material weaknesses, which were disclosed in Item 9A of our Annual Report on Form 10-K for the year ended March 31, 2025, relate to the design and operation of controls over the accounting for modifications of convertible notes, measurement of beneficial conversion features, warrant debt discounts, and derivative liabilities.
Remediation
Management is in the process of implementing measures designed to ensure that the control deficiencies contributing to the material weaknesses are remediated, such that these controls are designed, implemented, and operating effectively. The remediation actions include: (i) tightening the ICFR controls moving forward, (ii) improving existing training program associated with our accounting for convertible notes, Beneficial Conversion Features, warrant discounts and derivative liabilities, and (iii) hiring additional accounting personnel, including adding a senior accounting position with derivative accounting and warrant discount experience. We believe that these actions will remediate the material weaknesses with our internal control over financial reporting. Management plans on implementing these remedial steps during the remainder of the fiscal year. The material weaknesses will not be considered remediated, however, until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. We expect that the remediation of these material weaknesses will be completed prior to the end of our fiscal year ending March 31, 2026.
Changes in internal control over financial reporting.
Other than the ongoing remediation efforts described above, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act), during the quarter ended September 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Based on our assessment, our management concluded that as of September 30, 2025, our internal control over financial reporting was not effective.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, we may become involved in legal proceedings arising in the ordinary course of our business, the resolution of which we do not anticipate would have, individually or in the aggregate, a material adverse effect on our business, financial condition, or results of operations.
Refer to Note 11 Commitments and Contingencies, in the Notes to Condensed Consolidated Financial Statements set forth in Part I, Item 1 Financial Statements of this Quarterly Report, for further information regarding legal contingencies.
ITEM 1A. RISK FACTORS
Our business, financial condition, results of operations, and stock price could be materially and adversely affected by a U.S. federal government shutdown or a sustained period of economic disruption.
The government shutdown could impact our business in several ways, including, but not limited to the following:
| ○ | Reduced Spending: The shutdown may lead to reduced government activity and decreased discretionary spending, which could negatively affect the market for our products and services, particularly if the shutdown is prolonged. | |
| ○ | Supply Chain Disruptions: We may experience disruptions in our supply chain if federal agencies that are critical to the import or export of our goods are affected by the shutdown. | |
| ○ | Limited Access to Capital Markets: An extended SEC shutdown could impact our access to capital markets. While the EDGAR system remains operational, the SEC will not be able to review or accelerate registration statements during a shutdown, which could create challenges if we need to raise capital. | |
| ○ | Reduced Consumer Confidence: Uncertainty created by a government shutdown can lead to a decrease in consumer and business confidence, which could negatively impact our financial performance. | |
| ○ | Impact on Economic Data: The delay in the publication of official economic data, such as employment and inflation reports, could create market uncertainty and potentially impact Federal Reserve decisions on interest rates, which may further affect our business. |
In addition to the other information set forth in this Quarterly Report, you should carefully consider the factors discussed in Part I, Item 1A Risk Factors in our Annual Report on Form 10-K for our fiscal year ended March 31, 2025. The risks discussed in our Annual Report on Form 10-K could materially affect our business, financial condition, and future results. The risks described in our Annual Report on Form 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be insignificant also may materially and adversely affect our business, financial condition, or operating results in the future.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
In April 2025, the Company issued 20,000 shares to service providers for consulting services valued at market on the date of grant of $12,640.
In April 2025, the Company issued 52,500 shares of common stock upon the vesting of restricted stock units issued to 6 board members.
In May 2025, the Company issued 20,000 shares to service providers for consulting services valued at market on the date of grant of $15,160.
In June 2025, the Company issued 8,000 shares to a consultant in connection with the conversion of an outstanding accounts payable balance of $6,000.
In June 2025, the Company issued 70,000 shares of common stock in connection with the exercise of a warrant in exchange for proceeds of $140,000.
In June 2025, the Company issued 30,157 shares of common stock upon the vesting of restricted stock units issued to 2 employees.
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In July 2025, the Company issued 52,500 shares of common stock upon the vesting of restricted stock units issued to 6 board members.
In July 2025, the Company issued 19,372 shares to a service provider for consulting services valued at market on the date of grant of $15,000.
In July and September 2025, the Company issued 707,669 shares of common stock to various employees for performance services valued at market on the date of grant of $558,660.
In July 2025, the Company issued 3,045,000 shares of common stock for conversion of Series A Preferred Stock.
In September 2025, the Company issued 38,138 shares of common stock for conversion of accrued dividends on Series B Preferred Stock valued at $28,604.
In September 2025, the Company issued 1,000,000 shares of common stock for purchase of exclusive licensing agreement valued at $800,000.
In September 2025, the Company issued 20,000 shares of common stock upon the vesting of restricted stock units issued to an employee.
In September 2025, the Company issued 3,669,806 shares of common stock for the conversion of $1,850,000 in convertible notes plus accrued interest of $168,154 for a total value of $2,018,154.
All of the transactions described above were exempt from registration in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving a public offering. The consultants in these transactions represented their intention to acquire these securities for investment only and not with a view to offer or sell, in connection with any distribution of the securities, and appropriate legends were affixed to the share certificates and instruments issued in such transactions.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not required.
ITEM 5. OTHER INFORMATION
None
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ITEM 6. EXHIBITS
The following exhibits are filed as part of this Quarterly Report.
| Exhibit No. | Description | |
| 10.1 | Form of Securities Purchase Agreement dated April 17, 2023 between PetVivo Holding Company, Inc. and investors (incorporated by reference to Exhibit 10.1 in the Company’s Current Report on Form 8-K filed with the SEC on April 18, 2023). | |
| 10.2 | Finder’s Fee Agreement dated March 28, 2023, between PetVivo Holdings, Inc. and Bancroft Capital, LLC (incorporated by reference to Exhibit 10.2 in the Company’s Current Report on Form 8-K filed with the SEC on April 18, 2023). | |
| 31.1** | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2** | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2022. | |
| 32.1** | Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 32.2** | Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
** Filed herewith
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PETVIVO HOLDINGS, INC.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| November 14, 2025 | By: | /s/ John Lai |
| John Lai | ||
| Its: | CEO, President, and Director | |
| (Principal Executive Officer) |
| November 14, 2025 | By: | /s/ Garry Lowenthal |
| Garry Lowenthal | ||
| Its: | Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |
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FAQ
What were PetVivo (PETV) Q2 FY2026 revenues and net loss?
How did PETV perform for the six months ended September 30, 2025?
What is PetVivo’s cash and equity position?
Did PetVivo reduce its liabilities this quarter?
What financing did PETV complete related to preferred stock?
Are there new licensing agreements affecting PETV?
How many PETV shares were outstanding recently?
