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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
October
30, 2025
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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Effective
as of October 28, 2025, the Board of Directors of PetVivo Holdings, Inc. (the “Company”) increased the size of the Board
from seven directors to eight directors and appointed Josh Ruben as a member of the Board. Mr. Ruben, age 39, will serve until the next
annual meeting of shareholders of the Company and until his successor is duly elected and qualified, or until his earlier death, resignation
or removal. The Board has affirmatively determined that Mr. Ruben is “independent” under the rules and regulations of the
U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Mr.
Ruben is the Managing Director of Life Sciences at Trinity Capital where he focuses on venture lending to healthcare companies. Mr. Ruben
joined Trinity after twelve years of investment banking, most recently for three years at RBC Capital Markets where he was Head
of Life Science Tools and Diagnostics coverage and prior to RBC, for nine years at Wells Fargo Securities where he was a Director
of Investment Banking. He is a published expert in corporate finance with a background in economics. He holds degrees from Pomona
College and Harvard Business School. Mr. Ruben’s long track record of successful experiences in analyzing life sciences companies,
capital investments and his overall finance background, including executing billions of dollars of M&A and securities transactions,
are material factors regarding his qualifications to serve on the Board of Directors of the Company.
Mr.
Ruben’s compensation for service as a non-employee director will be consistent with that of the Company’s other non-employee
directors, as pro-rated for his time of service as a director. The non-employee director compensation program was recently released and
is described in the Company’s Current Report on Form 8-K filed on October 8, 2025, with the Securities and Exchange Commission.
There
are no arrangements or understandings between Mr. Ruben and any other persons pursuant to which he was selected as a director of the
Company and there are no transactions or proposed transactions in which Mr. Ruben has a direct or indirect interest requiring disclosure
under Item 404(a) of Regulation S-K or Item 5.02(d) of Form 8-K. Mr. Ruben does not have any family relationship with any of the Company’s
directors or executive officers or any persons nominated or chosen by the Company to be a director or executive officer.
At
this time, Mr. Ruben has not been appointed to any committees.
The
press release announcing his appointment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 |
Press Release dated October 28, 2025 |
| 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:
October 30, 2025 |
By: |
/s/
John Lai |
| |
Name: |
John
Lai |
| |
Title: |
Chief
Executive Officer |
