PetVivo (PETV) swaps $2,018,155 in promissory notes for 3.67M shares

Rhea-AI Filing Summary

PetVivo Holdings, Inc. converted outstanding shareholder debt into equity. Effective as of September 30, 2025, four shareholders holding fourteen promissory notes with an aggregate outstanding amount of $2,018,155, including $1,850,000 of principal and $168,155 of accrued interest, agreed to convert their notes into 3,669,806 shares of PetVivo common stock. The effective conversion prices ranged from $0.50 to $0.75 per share, and the notes were fully converted, treated as paid in full, and cancelled once the shares were issued.

The shares issued are restricted securities, relying on an exemption from registration under Section 4(a)(2) of the Securities Act. The lenders represented that they are accredited investors acquiring the shares for investment, and the stock certificates bear a legend stating that the securities are restricted and cannot be sold or transferred without registration or an applicable exemption.

Insights

Capital structure analyst

PetVivo swapped $2,018,155 of debt for equity, eliminating the notes.

PetVivo converted fourteen shareholder promissory notes with an aggregate balance of $2,018,155 into 3,669,806 common shares as of September 30, 2025. This removes both the $1,850,000 principal and $168,155 of accrued interest obligations, simplifying the balance sheet by cancelling the notes once the shares were issued.

The effective conversion prices ranged from $0.50 to $0.75 per share, indicating the valuation at which lenders accepted equity in place of repayment. The transaction used a private placement exemption under Section 4(a)(2), with lenders confirming accredited investor status and receiving restricted stock bearing transfer legends under Rule 144.

This change reduces financial liabilities and interest obligations while increasing the share count through issuance of restricted common stock. Future disclosures in periodic filings can show how the lower debt load and higher share count affect interest expense and per-share metrics over subsequent reporting periods.

8-K Event Classification

3 items: 1.01, 1.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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

September 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. ☐

Item1.01 Entry into a Material Agreement.

Effective as of September 30, 2025, four shareholders (the “Lenders”) of PetVivo Holdings, Inc. (the “Company”) entered into note conversion agreements (“Conversion Agreements”) to convert the outstanding balances of fourteen promissory notes (“Notes”) having an aggregate debt outstanding of $2,018,155 consisting of principal amount of $1.850,000, plus total accrued interest of $168,155. The Notes converted into 3,669,806 shares of Company common stock (“Shares”). The effective conversion prices of the Notes range from $0.50 to $0.75 per Share and the Notes were fully converted, thereby considered paid in full, and cancelled upon the issuance of the Shares. The issuance of restricted shares of the Company’s common stock upon conversion of the Promissory Notes are exempt from registration under Section 4(a)(2) of the Securities Act. The Lenders are sophisticated and represented in writing that they are accredited investors and acquired the securities for their own account for investment purposes. A legend was placed on the stock certificates issued upon conversion of the Promissory Notes stating that the securities are “restricted securities” under Rule 144 of the Securities Act, have not been registered under the Securities Act and cannot be sold or otherwise transferred without registration or an exemption therefrom.

The foregoing is only a summary of the material terms of the Conversion Agreements and does not purport to be a complete description of the rights and obligations of the parties thereunder. The summary of the Conversion Agreement is qualified in its entirety by reference to the form of such agreement, which is filed as Exhibit 10.1 this Current Report and incorporated herein by reference.

Item1.02 Termination of a Material Definitive Agreement.

To the extent required by Item 1.02 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits.
10.1	Form of Conversion Agreement between the Company and the Noteholders
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: September 30, 2025	By:	/s/ John Lai
	Name:	John Lai
	Title:	Chief Executive Officer

FAQ

What did PetVivo Holdings (PETV) announce in this 8-K?

PetVivo Holdings, Inc. disclosed that, effective as of September 30, 2025, four shareholders converted fourteen promissory notes into 3,669,806 shares of common stock, and the notes were then considered paid in full and cancelled.

How much PetVivo (PETV) debt was converted into equity?

The converted notes had an aggregate outstanding balance of $2,018,155, consisting of $1,850,000 in principal and $168,155 in accrued interest, which was fully converted into common shares.

At what prices were PetVivo’s notes converted into common stock?

The fourteen promissory notes were converted into common stock at effective conversion prices ranging from $0.50 to $0.75 per share, resulting in the issuance of 3,669,806 shares.

Are the new PetVivo (PETV) shares from the conversion registered or restricted?

The shares issued on conversion are restricted securities. They were issued under an exemption from registration provided by Section 4(a)(2) of the Securities Act and bear a legend stating they have not been registered and cannot be sold or transferred without registration or an applicable exemption.

Who participated in PetVivo’s note conversion and what is their status?

Four existing shareholders, referred to as the lenders, entered into conversion agreements. They represented in writing that they are accredited investors and acquired the securities for their own account for investment purposes.

Where can investors find the detailed terms of PetVivo’s Conversion Agreements?

The company filed a form of the Conversion Agreement as Exhibit 10.1, and the summary is expressly qualified in its entirety by reference to that exhibit, which contains the detailed rights and obligations of the parties.