PetVivo Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
To the extent required, the discussion of the Subscription Agreements and Warrant Agreements set forth in Item 3.02 below is incorporated by reference into this Item 1.01.
Item 3.02 Unregistered Sale of Securities
Beginning on April 9, 2024 and ending on May 7, 2024, PetVivo Holdings, Inc. (the “Company”, “we” and “us”) raised $1,097,500.00 pursuant to the private offering of units to accredited investors. In total the Company sold an aggregate of 1,567,857 units to 10 accredited investors, with each unit consisting of one share of restricted common stock and one warrant to purchase one share of common stock (the “Warrants” and the agreements evidencing such Warrants, the “Warrant Agreements”), at a price of $0.70 per unit. The Warrants are immediately exercisable, have an exercise price of $1.50 per share (and no cashless exercise rights), and are exercisable until May 7, 2027. The offering was conducted pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (“Securities Act”). Each investor entered into a subscription agreement (the “Subscription Agreement”) with the Company and represented in writing that he, she, or it is an accredited investor and acquired the securities for his, her or its own account for investment purposes and any subsequent transfer or sales of these securities will be in accordance with the Securities Act or exempt from registration under the Securities Act. The shares of the Company’s common stock issued to the investors and issuable upon exercise of the Warrants will be “restricted securities” under Rule 144 of the Securities Act, and certificates representing the foregoing will bear a Rule 144 restrictive legend.
The Company also raised $301,558.00 from the conversion of a $300,000.00 convertible note, plus accrued interest of $1,558.00, into equity. The issuance and conversion of this note were described in Forms 8-K previously filed by the Company on April 16, 2024 and May 1, 2024, respectively.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits | |
| 4.1 | Form of Warrant Agreement | |
| 10.1 | Form of Subscription Agreement | |
| 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: May 13, 2024 | By: | /s/ John Lai |
| Name: | John Lai | |
| Title: | Chief Executive Officer | |