PetVivo (PETV) plans all-stock PiezoBioMembrane acquisition tied to $5M raise
Rhea-AI Filing Summary
PetVivo Holdings has signed an Agreement and Plan of Merger to acquire PiezoBioMembrane, Inc. (PBM) in an all‑stock transaction. PBM will merge into a PetVivo subsidiary and, after closing, operate as a wholly owned subsidiary of Cosmeta Corp., PetVivo’s biomaterials-focused operating arm.
PBM shareholders are slated to receive an aggregate of 3,000,000 shares of PetVivo restricted common stock. A first block of up to 1,500,000 shares will be fully vested at closing, while the remaining “Milestone Shares” will be issued but subject to forfeiture unless specified development and regulatory milestones are achieved.
Before closing, PBM must clear defined liabilities and convert or settle all preferred stock, SAFEs, options, warrants and other securities. Closing also depends on PetVivo completing an equity financing with at least $5.0 million in gross proceeds. PBM’s extensive intellectual property portfolio will remain in PBM, and key PBM personnel are expected to stay involved through consulting and service arrangements.
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Insights
PetVivo is pursuing an all-stock acquisition of PBM to add a functional biomaterials platform, contingent on a $5M equity raise and milestone-based share vesting.
The agreement would bring PBM under Cosmeta Corp., concentrating PetVivo’s biomaterials, regenerative medicine and IP management in a dedicated operating entity. Consideration consists of 3,000,000 restricted common shares, aligning seller upside with PetVivo’s equity rather than cash.
A significant portion of Operator Shareholder consideration is structured as Milestone Shares, which can be forfeited if product development, regulatory planning and early clinical authorization milestones are not met. This ties dilution to execution progress. Closing is conditioned on PBM cleaning up its cap table and PetVivo completing at least $5.0 million in equity financing, so timing and final structure will depend on capital markets and due diligence outcomes.
8-K Event Classification
Key Figures
Key Terms
Agreement and Plan of Merger regulatory
restricted common stock financial
Regulation FD Disclosure regulatory
functional biomaterials technical
piezoelectric technologies technical
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement
On June 24, 2026, PetVivo Holdings, Inc. (the “Company”), PBM Acquisition Sub, Inc., a wholly-owned subsidiary of the Company (“Merger Sub”), Cosmeta Corp., a wholly-owned subsidiary of the Company (“Operating Entity”), PiezoBioMembrane, Inc., a Delaware corporation (“PBM”), and the shareholders of PBM entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into PBM, with PBM surviving the merger as the surviving corporation and, immediately following the Closing, becoming a wholly-owned subsidiary of Cosmeta Corp. and an indirect wholly-owned subsidiary of the Company (the “Merger”).
Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, the outstanding equity interests of PBM shall be converted into the right to receive an aggregate of 3,000,000 shares of the Company’s restricted common stock (the “Exchange Shares”), allocated among the PBM shareholders in accordance with the shareholder ledger attached to the Merger Agreement.
The Exchange Shares allocated to certain passive investor shareholders of PBM (the “Investor Shareholders”) shall be issued at Closing and shall be fully vested upon issuance, subject only to applicable securities law restrictions. Following the issuance of all Exchange Shares allocated to the Investor Shareholders, the remaining portion of the first 1,500,000 Exchange Shares shall be issued at Closing and fully vested to certain operating shareholders of PBM (the “Operator Shareholders”) on a pro rata basis in accordance with the shareholder ledger. The balance of the Exchange Shares allocated to the Operator Shareholders (the “Milestone Shares”) shall be issued at Closing but shall remain subject to forfeiture upon the failure to achieve certain development and regulatory milestones set forth in the Merger Agreement and the related vesting agreements.
The Milestone Shares may be retained by the applicable Operator Shareholders upon the achievement of specified milestones, including the completion of a Statement of Work for product development activities, the completion of regulatory planning and related development activities, and the receipt of regulatory authorization permitting commencement of clinical development activities, in each case as further described in the Merger Agreement and the applicable vesting agreements.
As a condition to Closing, PBM is required to satisfy certain closing obligations, including the payment or satisfaction of specified liabilities and obligations identified in the Merger Agreement. In addition, all outstanding preferred stock, SAFEs, options, warrants, convertible securities, and other rights to acquire PBM equity must be converted, exercised, cancelled, settled, or otherwise reflected in the capitalization of PBM prior to Closing.
Pursuant to the Merger Agreement, all intellectual property and general intangibles owned, controlled, licensed, developed, held for use, or used by PBM immediately prior to Closing, including patents, patent applications, trademarks, service marks, trade names, copyrights, domain names, software, source code, trade secrets, know-how, formulations, biomaterials, technical information, clinical information, regulatory materials, regulatory filings, manufacturing information, inventions, discoveries, improvements, works of authorship, data, documentation, licenses, development materials, research materials, goodwill and related intellectual property rights and general intangible assets, shall remain assets of PBM following the Closing. Following the Closing, PBM will operate as a wholly-owned subsidiary of Cosmeta Corp., and the Company expects Cosmeta Corp. to serve as the primary operating entity for the development, commercialization, licensing, manufacturing, and management of the intellectual property, technologies, products, and business opportunities acquired through the Merger.
The Merger Agreement also contemplates the continued engagement of certain key PBM personnel pursuant to consulting, advisory, and service arrangements designed to support the continued development, regulatory advancement, and commercialization of PBM’s technology platform.
The Closing of the Merger is subject to customary closing conditions, including, among other things, the completion of due diligence, the accuracy of representations and warranties, compliance with covenants, execution of vesting agreements by the Operator Shareholders, satisfaction of the closing obligations, the conversion or settlement of outstanding PBM securities, and the Company’s completion of an equity financing resulting in gross proceeds of not less than $5.0 million.
The Merger Agreement contains customary representations, warranties, covenants, indemnification provisions, and termination rights of the parties.
The foregoing description of the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which the Company intends to file as an exhibit to a subsequent periodic report filed with the Securities and Exchange Commission. The Company intends to redact certain confidential portions of the Merger Agreement upon filing because such confidential portions are not material and would be competitively harmful to the Company if publicly disclosed.
Item 7.01. Regulation FD Disclosure
On June 24, 2026, the Company issued a press release announcing the entry into the Agreement with PBM, a copy of which is attached hereto as Exhibit 99.1.
The information in this Item 7.01 of this report, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
This Current Report on Form 8-K contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding the Company’s entry into the Agreement and Plan of Merger with PiezoBioMembrane, Inc. (“PBM”), the anticipated completion of the merger and related transactions, the expected ownership and operation of PBM through Cosmeta Corp., the anticipated acquisition and development of PBM’s intellectual property, technology platform, product candidates, biomaterials, and related assets, the achievement of development and regulatory milestones, the advancement and commercialization of functional biomaterials and regenerative medicine technologies, the potential expansion of such technologies into additional indications and applications, the timing and results of development, regulatory, manufacturing, commercialization, and business activities, and potential market opportunities associated with the Company’s existing and future product candidates and technology platforms.
All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, the Company cannot guarantee future events, results, actions, levels of activity, performance, achievements, or the successful completion of the merger transaction. Forward-looking statements are subject to risks and uncertainties that may cause the Company’s actual activities or results to differ materially from those expressed in any forward-looking statement, including, without limitation, risks relating to the satisfaction of closing conditions under the Merger Agreement, the Company’s ability to complete the required financing, the successful integration and operation of PBM within Cosmeta Corp., the development and commercialization of acquired technologies and product candidates, the receipt and timing of regulatory approvals, clearances, authorizations, or other regulatory actions, the timing and results of preclinical and clinical development activities, manufacturing and supply chain challenges, the Company’s ability to achieve development objectives, the protection and enforcement of intellectual property rights, the ability to retain key personnel and consultants, the acceptance of new technologies by customers and strategic partners, the size and development of potential markets, and the Company’s commercial collaborations and strategic relationships, as well as other risks and uncertainties described under the heading “Risk Factors” in documents filed by the Company from time to time with the Securities and Exchange Commission.
These forward-looking statements speak only as of the date of this Current Report on Form 8-K, and the Company undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances occurring after the date hereof, except as required by applicable law.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits | |
| 99.1 | Press Release, regarding the Merger Agreement, dated June 24, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PETVIVO HOLDINGS, INC. | ||
| Date: June 25, 2026 | By: | /s/ John Lai |
| Name: | John Lai | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
5151 Edina Industrial Blvd., Suite 575, Minneapolis, MN 55439 | (952) 405-6216 | www.petvivo.com
PRESS RELEASE:
FOR IMMEDIATE RELEASE
PetVivo Holdings Annouces Transformative Acquisition Of PiezoBioMembrane To Build a Leading Functional Biomaterials Platform
Acquisition Strengthens Company’s Intellectual Property Portfolio and Creates New Opportunities for Medical Device and Therapeutic Product Development Across Animal and Human Health Markets
MINNEAPOLIS, MN, US, June 24, 2026 — PetVivo Holdings, Inc. (OTCQX: PETV) (OTCID: PETVW), in cooperation with its wholly-owned subsidiaries, Cosmeta Corp, PetVivo Animal Health, Inc. and PetVivo AI, Inc., a leading provider of medical devices and biomedical therapeutics for equines and companion animals, today announced that it has entered into an Agreement and Plan of Merger to acquire PiezoBioMembrane, Inc. (“PBM”), a developer of advanced functional biomaterials and piezoelectric technologies.
Upon closing of the transaction, PBM will become a wholly owned subsidiary of Cosmeta Corp., PetVivo’s wholly owned operating subsidiary focused on the development, commercialization, licensing, and management of next-generation biomaterials, regenerative medicine technologies, and related intellectual property platforms.
Under the terms of the merger agreement, PBM shareholders will receive an aggregate of 3,000,000 shares of PetVivo common stock, with a portion of the consideration subject to milestone-based retention and forfeiture provisions designed to align future value creation with the achievement of key development and regulatory objectives.
The acquisition is expected to provide PetVivo with access to and control of PBM’s technology platform, including proprietary know-how, licensed intellectual property rights, patents, patent applications, trade secrets, biomaterials, formulations, regulatory assets, manufacturing information, development materials, clinical information, and other technology and business assets supporting the development of functional biomaterials, medical devices, and other beneficial therapeutic applications.
“We believe this transaction represents a transformative step in PetVivo’s long-term growth strategy,” stated John Lai, Chief Executive Officer of PetVivo Holdings. “PBM has developed a compelling functional biomaterials platform with the potential to support the development of multiple medical device and therapeutic product lines across both human and animal health markets. By combining PBM’s scientific innovation with PetVivo’s product development capabilities, commercialization experience, regulatory expertise, and public company infrastructure, we believe we can accelerate the advancement of technologies that may serve as the foundation for numerous future products and strategic opportunities. In addition, we believe the combined platform may create opportunities to secure grant funding, research collaborations, and research and development tax credit programs that can help support innovation and product development. We are excited about the potential to create meaningful value for patients, veterinarians, physicians, strategic partners, and our shareholders as we continue to expand and diversify our technology portfolio.”
Thanh Nguyen, President of PiezoBioMembrane, stated, “This transaction represents an exciting milestone for PBM and reflects the years of scientific development, innovation, and technology advancement undertaken by our team. Through a combination of proprietary know-how, licensed intellectual property, research collaborations, and product development efforts, PBM has established a functional biomaterials platform that we believe offers significant opportunities across a broad range of medical device and therapeutic applications. We believe the combination of PBM’s technology platform with PetVivo’s development, regulatory, manufacturing, and commercialization capabilities creates a compelling opportunity to accelerate future product development and maximize the value of the technologies and intellectual property rights available to the combined organization. We look forward to working closely with the PetVivo team to advance the platform and pursue new opportunities for growth and innovation.”
PBM’s technology platform includes proprietary biomaterial technologies designed to support tissue repair, regeneration, and other therapeutic applications. The parties expect the combined resources of PBM, Cosmeta, and PetVivo to accelerate product development activities, regulatory advancement, strategic collaborations, and commercialization initiatives.
The transaction also establishes a framework for the continued involvement of key PBM personnel in the advancement of the technology platform and the achievement of development milestones following closing.
The closing of the merger remains subject to customary closing conditions, including completion of due diligence, satisfaction of specified closing obligations, execution of related transaction documents, completion of required financing activities, and other customary conditions.
About PetVivo Holdings, Inc.
PetVivo Holdings Inc. (OTCQX: PETV; OTCID: PETVW), in cooperation with its wholly owned subsidiaries PetVivo Animal Health, Inc. and PetVivo AI Inc., is an emerging biomedical device company currently focused on the manufacturing, commercialization and licensing of innovative medical devices and therapeutics for companion animals. The Company’s strategy is to leverage human therapies for the treatment of companion animals in a capital and time efficient way. A key component of this strategy is the accelerated timeline to revenues for veterinary medical devices, which enter the market much earlier than more stringently regulated pharmaceuticals and biologics.
PetVivo has a robust pipeline of products for the treatment of animals and people. A portfolio of twelve patents and six trade secrets protect the Company’s biomaterials, products, production processes and methods of use. The Company’s lead products SPRYNG® with OsteoCushion® technology, a veterinarian-administered, intra-articular injection for the management of lameness and other joint related afflictions, including osteoarthritis, in cats, dogs and horses, and PrecisePRP®, a first-in-class, off-the-shelf, platelet-rich plasma (PRP) product designed for use by veterinarians, are currently available for commercial sale.
For more information about PetVivo Holdings, Inc. or its innovative products, Spryng and PrecisePRP, please contact info1@petvivo.com or visit petvivo.com, petvivoanimalhealth.com and sprynghealth.com.
Company Contact
John Lai, CEO
PetVivo Holdings, Inc.
Email Contact
Tel (952) 405-6216
Forward-Looking commercial Statements
The foregoing information regarding PetVivo Holdings, Inc. (the “Company”) may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, including without limitation the Company’s proposed development and commercial timelines, and can be identified by the use of words such as “may,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” “believe,” “potential,” “should,” “continue” or the negative versions of those words or other comparable words. Forward-looking statements are not guarantees of future actions or performance. These forward-looking statements are based on information currently available to the Company and its current plans or expectations and are subject to a number of uncertainties and risks that could significantly affect current plans. Risks concerning the Company’s business are described in detail in the Company’s Annual Report on Form 10-K for the year ended March 31, 2025, and other periodic and current reports filed with the Securities and Exchange Commission. The Company is under no obligation to, and expressly disclaims any such obligation to, update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.