PetVivo Holdings, Inc.

8-K · form8-k.htm

0001512922

 2026-06-08
 2026-06-08

 0001512922

 us-gaap:CommonStockMember

 2026-06-08
 2026-06-08

 0001512922

 PETV:WarrantsMember

 2026-06-08
 2026-06-08

 iso4217:USD

 xbrli:shares

 iso4217:USD

 xbrli:shares

  

  

  

 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

  

 June
8, 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
  
 OTC
 Markets Inc. (OTCQX)

 Warrants
  
 PETVW
  
 OTC
 Markets Inc. (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
June 8, 2026, PetVivo Holdings, Inc. (the “Company,” “we,” or “us”), received gross proceeds of $150,000
pursuant to a partial exercise of the investor’s purchase option granted under that certain Subscription Agreement dated March
13, 2026 (the “Subscription Agreement”), for an aggregate investment to date of $1,150,000 in equity financing (the “Offering”).

  

 In
connection with such partial exercise, the Company issued 187,500 Units at a purchase price of $0.80 per Unit, bringing the aggregate
number of Units issued pursuant to the Offering to date to 1,437,500 Units. Each Unit consists of one share of the Company’s common
stock and one warrant 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 and $600,000 of the Offering Proceeds on April 15, 2026.
Of the aggregate Units issued in the Offering, 500,000 Units were issued in connection with the $400,000 installment received on March
13, 2026 and 750,000 Units were issued in connection with the $600,000 installment received on April 15, 2026.

  

 Pursuant
to the Subscription Agreement, following the current partial exercise, the investor retains the right, but not the obligation, to purchase
up to an additional $1,350,000 of Units on substantially the same terms and conditions. If fully exercised, such additional investment
would result in the issuance of up to 1,687,500 additional Units. The option remains exercisable through July 15, 2026.

  

 The
Offering, including the issuance of 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:
 June 10, 2026
 By:
 /s/
 John Lai

  
 Name:
 John
 Lai

  
 Title:
 Chief
 Executive Officer