PetVivo raises $1M in unit financing with warrants

PetVivo Holdings, Inc. closed the final tranche of a private equity financing on April 15, 2026, receiving $600,000 and bringing the total investment under a Subscription Agreement to $1,000,000.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

PetVivo Holdings, Inc. closed the final tranche of a private equity financing on April 15, 2026, receiving $600,000 and bringing the total investment under a Subscription Agreement to $1,000,000. The Company issued 1,250,000 units at $0.80 per unit, each unit containing one restricted common share and a warrant to buy one common share at $1.10. The warrants are exercisable immediately and expire three years from issuance. The investor also received an option to purchase up to an additional $1,500,000 of equity on similar terms, for up to 1,875,000 more units, which the Company anticipates could be funded on or before June 15, 2026. The transaction was structured as a private placement to an accredited investor under Section 4(a)(2) and Regulation D, and all securities issued are characterized as restricted.

Insights

PetVivo secures $1M via units with warrants and may add $1.5M more.

PetVivo Holdings, Inc. completed a private placement totaling $1,000,000, issuing 1,250,000 units at $0.80 each. Every unit combines one restricted common share and a warrant exercisable at $1.10 for three years.

The structure adds immediate equity and potential future cash inflows if warrants and the additional option are exercised. However, it also introduces potential dilution through both the initial 1,250,000 units and up to 1,875,000 additional units tied to the $1,500,000 option.

The financing relies on private placement exemptions under Section 4(a)(2) and Regulation D, with securities designated as restricted. Actual impact on ownership and future capital will depend on whether the investor exercises the option and later warrant exercises, which are anticipated, if taken, by June 15, 2026.

8-K Event Classification

3 items: 1.01, 3.02, 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 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Total equity financing: $1,000,000 Units issued: 1,250,000 units Unit purchase price: $0.80 per unit +5 more

8 metrics

Total equity financing $1,000,000 Aggregate investment under Subscription Agreement

Units issued 1,250,000 units Units sold at $0.80 per unit in Offering

Unit purchase price $0.80 per unit Price per unit in Offering

Warrant exercise price $1.10 per share Exercise price for common stock warrants

Final installment received $600,000 Received on April 15, 2026

Initial installment $400,000 Received on March 13, 2026

Additional equity option $1,500,000 Option for further investment on similar terms

Additional units under option 1,875,000 units Maximum units tied to $1,500,000 option

Key Terms

Subscription Agreement, Section 4(a)(2) of the Securities Act of 1933, Regulation D, accredited investor, +1 more

5 terms

Subscription Agreement financial

"final installment under that certain Subscription Agreement, dated March 13, 2026"

A subscription agreement is a legal contract in which an investor agrees to buy a specific number of a company’s shares or other securities under set terms, including price, payment method and conditions for closing the sale. It matters to investors because it legally locks in their purchase and the company’s obligations, determines ownership percentage and any investor rights, and can include conditions or promises that affect future control or returns—like signing a detailed purchase order for equity.

Section 4(a)(2) of the Securities Act of 1933 regulatory

"conducted in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933"

Regulation D regulatory

"and Regulation D promulgated thereunder"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

accredited investor financial

"represented in writing that it is an “accredited investor” (as defined in Rule 501(a) of Regulation D"

An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.

restricted securities regulatory

"constitute “restricted securities” within the meaning of Rule 144 under the Securities Act"

Restricted securities are shares or other investment instruments that come with legal or contractual limits on when and how they can be sold, like stock given to founders or bought in a private offering. Think of them as assets in a locked box that can’t be freely traded until certain conditions — such as a waiting period, company registration, or specific approvals — are met. For investors this matters because restricted securities are less liquid and can affect timing, price, and perceived value when they eventually enter the market.

FAQ

What financing did PETVivo Holdings (PETV) complete on April 15, 2026?

PetVivo completed the final tranche of a private equity financing, receiving $600,000. This brought total proceeds under the Subscription Agreement to $1,000,000, issued through 1,250,000 units combining restricted common shares and warrants exercisable at $1.10 per share.

How many securities did PETV (PetVivo) issue in this unit offering?

PetVivo issued 1,250,000 units at $0.80 per unit. Each unit includes one restricted common share and one warrant to purchase a share at $1.10, creating both immediate equity and additional potential share issuance through future warrant exercises.

What are the key terms of the warrants issued by PetVivo (PETV)?

Each warrant allows the holder to purchase one share of PetVivo common stock at an exercise price of $1.10 per share. The warrants are exercisable immediately upon issuance and will expire three years from their respective issuance dates under the Subscription Agreement.

Does PetVivo (PETV) have the potential to raise more capital under this Subscription Agreement?

Yes. The investor received an option to purchase up to an additional $1,500,000 of equity on similar terms. This would involve up to 1,875,000 additional units, which PetVivo anticipates could be funded on or before June 15, 2026, if exercised.

Under what securities law exemptions was the PetVivo (PETV) financing conducted?

The transaction relied on exemptions from registration under Section 4(a)(2) of the Securities Act and Regulation D. The investor is an accredited investor and agreed to investment-purpose holding and transfer restrictions consistent with restricted securities rules, including Rule 144 legends.

Are the securities issued in PetVivo’s (PETV) financing freely tradable?

No. The common shares, warrants, and warrant shares are characterized as restricted securities under Rule 144. Certificates will carry restrictive legends, and any future transfer or sale must comply with the Securities Act or qualify for an applicable exemption.

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Accepted by SEC EDGAR 04/17/2026 - 04:03 PM

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

April 15, 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 April 15, 2026, PetVivo Holdings, Inc., together with its wholly owned subsidiaries, PetVivo Animal Health, Inc. and PetVivoAI, Inc. (collectively, the “Company,” “we,” or “us”), received $600,000 as the final installment under that certain Subscription Agreement, dated March 13, 2026 (the “Subscription Agreement”), for an aggregate investment of $1,000,000 in equity financing (the “Offering”).

In connection with the Offering, the Company issued an aggregate of 1,250,000 units (the “Units”) at a purchase price of $0.80 per Unit. Each Unit consists of (i) one share of the Company’s restricted common stock (the “Shares”) and (ii) one warrant (each, a “Warrant,” and collectively, the “Warrants”) to purchase one share of the Company’s common stock.

Each Warrant has an exercise price of $1.10 per share, is exercisable immediately upon issuance, and will expire three (3) years from the date of issuance.

The Company previously received $400,000 of the Offering proceeds on March 13, 2026. Of the aggregate Units issued in the Offering, 750,000 Units were issued in connection with the $600,000 installment received on April 15, 2026.

In addition, pursuant to the Subscription Agreement, the investor was granted an option to purchase up to an additional $1,500,000 of equity financing on substantially the same terms and conditions, which would consist of up to 1,875,000 additional Units. The Company anticipates that such additional investment, if exercised, will be received on or before June 15, 2026.

The Offering, including the issuance of the Shares, the Warrants, and the shares of common stock issuable upon exercise of the Warrants, was conducted in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder. The investor entered into the Subscription Agreement and represented in writing that it is an “accredited investor” (as defined in Rule 501(a) of Regulation D under the Securities Act), acquired the securities for its own account for investment purposes, and agreed that any subsequent transfer or sale of such securities will be made in compliance with the Securities Act or pursuant to an available exemption therefrom.

The Shares, the Warrants, and the shares of common stock issuable upon exercise of the Warrants constitute “restricted securities” within the meaning of Rule 144 under the Securities Act, and certificates evidencing such securities will bear an appropriate restrictive legend.

The form of Subscription Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing description of the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.

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: April 17, 2026	By:	/s/ John Lai
	Name:	John Lai
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

EX-10.1 EX-10.1 83.8 KB

PetVivo raises $1M in unit financing with warrants

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