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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 |
