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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
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 |
