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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
Amendment No. 1
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
March
16, 2026
Date
of Report (Date of earliest event reported)
PETVIVO
HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-40715 |
|
99-0363559 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
5151
Edina Industrial Blvd.
Suite
575
Edina,
Minnesota |
|
55439 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(952)
405-6216
Registrant’s
telephone number, including area code
Check
the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) | | Name
of each exchange on which registered |
| Common
Stock |
|
PETV | | OTCQX |
| Warrants |
|
PETVW | | OTCID |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 1.01 |
Entry into a Material Definitive Agreement. |
To
the extent required, the discussion of the Subscription Agreement set forth in Item 3.02 below is incorporated by reference into this
Item 1.01.
| Item 3.02 |
Unregistered Sales of Equity Securities. |
On
March 13, 2026, PetVivo Holdings, Inc., including its wholly-owned subsidiaries PetVivo Animal Health, Inc. and PetVivo AI, Inc. (collectively,
the “Company,” “we,” and “us”), entered into a Subscription Agreement to receive One Million Dollars
($1,000,000) of equity financing in exchange for One Million Two Hundred Fifty Thousand (1,250,000) units of the Company (the “Units”)
at a purchase price of $0.80 per Unit (the “Offering”). Each Unit consists of (i) one share of restricted common stock of
the Company (the “Shares”) and (ii) one warrant (each, a “Warrant” and collectively, the “Warrants”)
to purchase one share of the Company’s common stock.
Each
Warrant has an exercise price of $1.10 per share, is exercisable immediately upon issuance, and will expire three (3) years from the
date of issuance.
The
Company initially received Four Hundred Thousand Dollars ($400,000) of the Offering proceeds on March 13, 2026 and is scheduled to receive
the remaining Six Hundred Thousand Dollars ($600,000) on or before April 15, 2026. Furthermore, the investor received a purchase option
to invest an additional One Million Five Hundred Thousand Dollars ($1,500,000) of equity financing in exchange for One Million Eight
Hundred Seventy-Five Thousand (1,875,000) Units pursuant to the same terms and conditions; such additional equity financing is anticipated
to be received on or before June 30, 2026.
The
Offering, including the issuance of the Shares, the Warrants, and the shares of common stock issuable upon exercise of the Warrants,
was conducted pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the
“Securities Act”), and Regulation D promulgated thereunder. The investor entered into the Subscription Agreement (the “Subscription
Agreement”) with the Company and represented in writing that he, she, or it is an “accredited investor” (as such term
is defined in Rule 501(a) of Regulation D under the Securities Act) and acquired the securities for his, her, or its own account for
investment purposes and that any subsequent transfer or sale of these securities will be in accordance with the Securities Act or pursuant
to an available exemption therefrom.
The
Shares, the Warrants, and the shares of common stock issuable upon exercise of the Warrants will be “restricted securities”
under Rule 144 of the Securities Act, and certificates representing such securities will bear a Rule 144 restrictive legend.
The
form of Subscription Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K, and the description of the terms of the Subscription
Agreement contained in this Current Report on Form 8-K is qualified in its entirety by reference to such exhibit.
| Item
9.01 |
Financial
Statements and Exhibits. |
| (d) |
Exhibits. |
| |
|
10.1
|
Form of Subscription Agreement
|
| |
|
| 104 |
Cover
Page Interactive Data File (formatted as Inline XBRL) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized
| |
PETVIVO
HOLDINGS, INC. |
| |
|
|
| Date:
March 26, 2026 |
By: |
/s/
John Lai |
| |
Name: |
John
Lai |
| |
Title: |
Chief
Executive Officer |
