PetVivo Holdings Inc. filed SEC Form 8-K: Unregistered Sales of Equity Securities, Entry into a Material Definitive Agreement
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| 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 May 6, 2025, PetVivo Holdings, Inc., including its wholly-owned subsidiary PetVivo Animal Health, Inc., (collectively the “Company”, “we” and “us”) received Two Hundred Thousand Dollars ($200,000) pursuant to the partial exercise of a Purchase Option provided by the Company to an Investor as identified in a Subscription Agreement entered into on March 26, 2025 (the “Option Investment”). Upon receipt of the Option Investment the Company agreed to extend the Purchase Option for an additional thirty (30) days, thereby providing for the expiration of the Purchase Option to occur on June 26, 2025 rather than May 27, 2025. The extension of the Purchase Option for an additional thirty (30) days provides the Investor additional time to invest the remaining Four Million Two Hundred Thousand Dollars ($4,200,000) (“Remaining Offering Amount”) of the Five Million Dollar ($5,000,000) Series B Convertible Preferred Stock Offering (“Offering”) pursuant to the same terms and conditions of the Offering; it is anticipated that the Remaining Offering Amount will be received by the Company prior to the expiration of the Purchase Option. 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”). The investor entered into the subscription agreement (the “Subscription Agreement”) with the Company and represented in writing that he, she, or it is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act) 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 Series B Preferred Stock will be “restricted securities” under Rule 144 of the Securities Act, and certificates representing the foregoing will bear a Rule 144 restrictive legend.
The form of Subscription Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K, respectively, and the description in this Current Report on Form 8-K of terms of Subscription Agreement are qualified in their entirety by reference to such exhibits.
| 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: May 7, 2025 | By: | /s/ John Lai |
| Name: | John Lai | |
| Title: | Chief Executive Officer | |