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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
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 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)
shares of Restricted Common Stock of the Company (“Shares”) (the “Offering”). 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 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 shares of Restricted Common Stock of the Company pursuant to the same terms and conditions; this additional
equity financing is anticipated to be received on or before June 30, 2026. The Offering was conducted pursuant to the exemption from
registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (“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 any subsequent transfer or
sales of these securities will be in accordance with the Securities Act or exempt from registration under the Securities Act. The shares
of Common Stock will be “restricted securities” under Rule 144 of the Securities Act, and certificates representing the foregoing
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, respectively, and the description in this
Current Report on Form 8-K of terms of Subscription Agreement are qualified in their entirety by reference to such exhibits.
| 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 16, 2026 |
By: |
/s/
John Lai |
| |
Name: |
John
Lai |
| |
Title: |
Chief
Executive Officer |
