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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
July
24, 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 |
|
55349 |
| (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(g) 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
1.02 Termination of a Material Definitive Agreement
On
July 24, 2026 (the “Effective Date”), PetVivo Holdings, Inc. (the “Company”) entered into a Termination and Settlement
Agreement (the “Settlement Agreement”) with VetStem, Inc. (“VetStem”), pursuant to which the parties agreed to
terminate the Exclusive License and Supply Agreement, dated February 13, 2025, as amended (the “License Agreement”), and
resolve all disputes arising under the License Agreement.
Pursuant
to the Settlement Agreement, the License Agreement terminated effective July 24, 2026, subject only to certain specifically identified
surviving provisions relating primarily to confidentiality, intellectual property ownership, dispute resolution, and certain other customary
post-termination obligations. All exclusive rights previously granted to the Company under the License Agreement reverted to VetStem,
ownership of the Company’s remaining PrecisePRP® Canine and PrecisePRP® Equine inventory transferred to VetStem, and the
parties mutually released one another from substantially all claims arising under or relating to the License Agreement through the Effective
Date, subject to the continuing obligations set forth in the Settlement Agreement. The Settlement Agreement fully and finally resolves
all disputes between the parties arising under the License Agreement and eliminates all remaining financial obligations thereunder, except
as expressly provided in the Settlement Agreement.
Pursuant
to the Settlement Agreement, the parties agreed that, except for the payment obligations expressly set forth therein, all financial obligations
arising under the License Agreement are fully satisfied, released and extinguished, including outstanding invoices, accrued royalty obligations,
milestone payment obligations and other amounts that either party claimed may have been owed under the License Agreement. As a result,
the Company’s sole remaining financial obligation under the Settlement Agreement is to make aggregate cash payments totaling $75,000,
consisting of (i) $50,000 payable within fourteen (14) days following the Effective Date and (ii) $25,000 payable within thirty (30)
business days following the Effective Date. The Settlement Agreement also provides for an inventory reconciliation mechanism pursuant
to which the Company may be required to make an additional payment in the event the transferred inventory is less than the agreed minimum
quantities specified in the Settlement Agreement. The specific amount payable in connection with any such inventory shortfall has been
omitted from the filed exhibit because it is both immaterial to investors and competitively sensitive.
The
Settlement Agreement further provides that the previously issued Common Stock Purchase Warrant issued by the Company to VetStem to purchase
250,000 shares of the Company’s common stock remains outstanding in accordance with its existing terms and was not terminated or
modified by the Settlement Agreement.
The
foregoing description of the Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the
Settlement Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
7.01. Regulation FD Disclosure
On
July 28, 2026, PetVivo Holdings, Inc. (the “Company”) issued a press release announcing that it had entered into a Termination
and Settlement Agreement with VetStem, Inc., pursuant to which the parties terminated their Exclusive License and Supply Agreement and
resolved all outstanding disputes arising thereunder. A copy of the press release is furnished as Exhibit 99.1 to this Current Report
on Form 8-K.
The
information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange
Act, except as expressly set forth by specific reference in such filing.
This
Current Report on Form 8-K, including the press release furnished as Exhibit 99.1, contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements regarding
the anticipated benefits of the Settlement Agreement, the orderly transition of customer, distributor and commercial activities, the
Company’s ability to focus resources on its proprietary product portfolio and strategic initiatives, and other statements that
are not historical facts. These statements are based on management’s current expectations and are subject to risks and uncertainties
that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These risks
and uncertainties include, among others, the Company’s ability to satisfy its obligations under the Settlement Agreement, complete
the transition activities contemplated thereby, continue the commercialization of its existing products, execute its business strategy,
obtain regulatory approvals where required, maintain intellectual property protections, achieve market acceptance of its products, and
the other risks described from time to time in the Company’s filings with the Securities and Exchange Commission, including its
Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
The
forward-looking statements contained herein speak only as of the date of this Current Report on Form 8-K, and the Company undertakes
no obligation to update or revise any forward-looking statements to reflect events or circumstances after the date hereof, except as
required by applicable law.
Item
9.01 Financial Statements and Exhibits.
| (d) |
Exhibits |
| |
|
10.1
|
Termination and Settlement Agreement, dated July 24, 2026, by and between PetVivo Holdings, Inc. and VetStem, Inc. Certain identified information has been omitted because it is not material and is the type of information that the registrant customarily and actually treats as private or confidential.
|
| |
|
| 99.1 |
Press
Release, regarding the Termination and Settlement Agreement, dated July 28, 2026 |
| |
|
| 104 |
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
PETVIVO
HOLDINGS, INC. |
| |
|
|
| Date:
July 28, 2026 |
By:
|
/s/
John Lai |
| |
Name:
|
John
Lai |
| |
Title:
|
Chief
Executive Officer |
Exhibit
99.1
5151
Edina Industrial Blvd., Suite 575, Minneapolis, MN 55439 | (952) 405-6216 | www.petvivo.com
PRESS
RELEASE:
PETVIVO
HOLDINGS ANNOUNCES TERMINATION AND SETTLEMENT AGREEMENT WITH VETSTEM
Agreement
Resolves All Outstanding Matters and Completes Transition of PrecisePRP® Product Line
MINNEAPOLIS,
July 28, 2026 — PetVivo Holdings, Inc. (OTCQX: PETV; OTCID: PETVW) working in cooperation with its wholly-owned subsidiaries PetVivo
Animal Health, Inc., Cosmeta Corp and PetVivo AI, Inc. (collectively “PetVivo” or the “Company”), an emerging
biomedical device company focused on the commercialization of innovative medical devices and therapeutics for horses and companion animals,
today announced that it has entered into a Termination and Settlement Agreement with VetStem, Inc., effective July 24, 2026.
Under
the agreement, the parties have terminated their Exclusive License and Supply Agreement relating to the PrecisePRP® product
line, resolved all matters arising under the parties’ prior Exclusive License and Supply Agreement, and established an orderly
transition of the remaining PrecisePRP® inventory and related commercial activities. The Settlement Agreement further
provides that, except for the payments expressly required thereunder, all financial obligations arising under the prior License Agreement
have been fully satisfied and extinguished, including outstanding invoices, accrued royalty obligations, milestone payment obligations
and other claims between the parties. The agreement includes mutual releases with respect to substantially all claims arising under the
prior agreement, subject only to certain continuing obligations customary for agreements of this nature.
As
a result of the comprehensive settlement, PetVivo’s sole remaining financial obligation under the Settlement Agreement is the payment
of an aggregate of $75,000, consisting of two scheduled cash payments. The Settlement Agreement also includes an inventory reconciliation
mechanism pursuant to which PetVivo may be required to make an additional payment if the transferred inventory is determined to be less
than the agreed minimum quantities following the parties’ inventory verification process. The agreement further provides for the
return of the remaining PrecisePRP® product inventory to VetStem. In addition, the Settlement Agreement confirms that
the previously issued warrant held by VetStem to purchase 250,000 shares of PetVivo common stock remains in full force and effect in
accordance with its existing terms.
“This
agreement represents the successful conclusion of our commercial relationship with VetStem and allows both companies to move forward
independently,” said John Lai, Chief Executive Officer of PetVivo Holdings, Inc. “Most importantly, it enables PetVivo to
devote its full attention and resources to advancing our proprietary technologies, including SPRYNG® with OsteoCushion®
Technology, while continuing to execute our broader strategic growth initiatives.”
The
Company has filed a Current Report on Form 8-K with the Securities and Exchange Commission describing the agreement in greater detail.
About
PetVivo Holdings, Inc.
PetVivo
Holdings Inc. (OTCQX: PETV; OTCID: PETVW), in cooperation with its wholly owned subsidiaries PetVivo Animal Health, Inc., Cosmeta Corp
and PetVivo AI Inc., is an emerging biomedical device company currently focused on the manufacturing, commercialization and licensing
of innovative medical devices and therapeutics for companion animals. The Company’s strategy is to leverage human therapies for
the treatment of companion animals in a capital and time efficient way. A key component of this strategy is the accelerated timeline
to revenues for veterinary medical devices, which enter the market much earlier than more stringently regulated pharmaceuticals and biologics.
PetVivo
has a robust pipeline of products for the treatment of animals and people. A portfolio of twelve patents and six trade secrets protect
the Company’s biomaterials, products, production processes and methods of use. The Company’s lead product SPRYNG®
with OsteoCushion® technology, a veterinarian-administered, intra-articular injection for the management of lameness and
other joint related afflictions, including osteoarthritis, in cats, dogs and horses, is currently available for commercial sale.
Company
Contact
John
Lai, CEO
PetVivo
Holdings, Inc.
Email
Contact
Tel
(952) 405-6216
Forward-Looking
commercial Statements
The
foregoing information regarding PetVivo Holdings, Inc. (the “Company”) may contain “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended.
Forward-looking statements include all statements that do not relate solely to historical or current facts, including without limitation
the Company’s proposed development and commercial timelines, and can be identified by the use of words such as “may,”
“will,” “expect,” “project,” “estimate,” “anticipate,” “plan,”
“believe,” “potential,” “should,” “continue” or the negative versions of those words
or other comparable words. Forward-looking statements are not guarantees of future actions or performance. These forward-looking statements
are based on information currently available to the Company and its current plans or expectations and are subject to a number of uncertainties
and risks that could significantly affect current plans. Risks concerning the Company’s business are described in detail in the
Company’s Annual Report on Form 10-K for the year ended March 31, 2026, and other periodic and current reports filed with the Securities
and Exchange Commission. The Company is under no obligation to, and expressly disclaims any such obligation to, update or alter its forward-looking
statements, whether as a result of new information, future events or otherwise.