| COMMON STOCK AND WARRANTS | NOTE
15 – COMMON STOCK AND WARRANTS Equity
Incentive Plan On
July 10, 2020, our Board of Directors unanimously approved the PetVivo Holdings, Inc “2020 Equity Incentive Plan” (the “2020
Plan”), subject to approval by our stockholders at the Regular Meeting of Stockholders held on September 22, 2020, when it was
approved by our stockholders and became effective. The number of shares of our common stock authorized under the 2020 Plan is 1,000,000 July 10, 2030 535,700 Employees,
consultants and advisors of the Company (or any subsidiary), and non-employee directors of the Company will be eligible to receive awards
under the 2020 Plan. In the case of consultants and advisors, however, their services cannot be in connection with the offer and sale
of securities in a capital-raising transaction nor directly or indirectly promote or maintain a market for PetVivo securities. The
2020 Plan is administered by the Compensation Committee of our Board of Directors (the “Committee”), which has full power
and authority to determine when and to whom awards will be granted, and the type, amount, form of payment, any deferral payment, and
other terms and conditions of each award. Subject to provisions of the 2020 Plan, the Committee may amend or waive the terms and conditions,
or accelerate the exercisability, of an outstanding award. The Committee has the authority to interpret and establish rules and regulations
for the administration of the 2020 Plan. In addition, the Board of Directors may also exercise the powers of the Committee. The
aggregate number of shares of PetVivo common stock available and reserved to be issued under the 2020 Plan is 1,000,000 ●
the maximum aggregate number of shares of Common Stock granted as an Award to any Non-Employee Director in any one Plan Year will be
25,000 Awards
can be granted for no cash consideration or for any cash and other consideration as determined by the Committee. Awards may provide that
upon the grant or exercise thereof, the holder will receive cash, shares of PetVivo common stock, other securities or property, or any
combination of these in a single payment, installments or on a deferred basis. The exercise price per share of any stock option and the
grant price of any stock appreciation right may not be less than the fair market value of PetVivo common stock on the date of grant.
The term of any award cannot be longer than ten years from the date of grant. Awards will be adjusted in the event of a stock dividend
or other distribution, recapitalization, forward or reverse stock split, reorganization, merger or other business combination, or similar
corporate transaction, in order to prevent dilution or enlargement of the benefits or potential benefits provided under the 2020 Plan. The
2020 Plan permits the following types of awards: stock options, stock appreciation rights, restricted stock awards, restricted stock
units, deferred stock units, performance awards, non-employee director awards, other stock-based awards, and dividend equivalents. Units
– Public Offering On
August 13, 2021, the Company sold an aggregate of 2,500,000 4.50 5.625 43,556 196,000 4.50 The
Company received gross proceeds of $ 11,253,850 8 1,473,067 4,891,531 4,889,252 In
addition, pursuant to the Underwriting Agreement, the Company granted ThinkEquity a 45-day option to purchase up to 375,000 additional
shares of common stock, and/or 375,000 additional warrants, to cover over-allotments in connection with the Offering, which ThinkEquity
partially exercised to purchase 375,000 warrants on the closing date Pursuant
to the Underwriting Agreement, we issued warrants (the “Underwriter’s Warrants”) to ThinkEquity to purchase 125,000 5 5.625 Common
Stock For
the six months ended September 30, 2021, the Company issued 2,932,230 i)
80,522 230,000 2,658 2.89 ii)
4,500 4.44 40,000 iii)
36,915 42,188 1.33 iv)
79,767 90,500 1.40 v)
49,014 343,098 7.00 vi)
43,324 56,250 2.22 vii)
11,000 77,000 7.00 viii)
2,500,000 4.50 ix)
43,556 196,000 4.50 x)
40,038 48,786 1.40 xi)
1,594 1.27 2,031 xii)
42,000 210,000 For
the six months ended September 30, 2020, the Company issued 491,083 i)
i) 30,000 32,453 ii)
20,000 34,709 34,709 17,291 52,000 iii)
12,500 22,000 10,000 17,600 2,500 4,400 iv)
15,257 12,053 25,000 15,257 1.20 v)
226,071 316,500 vi)
162,252 486,755
a. 33,619
b. 26,217
c. 22,993
d. 10,789
e. 10,711
f. 10,627
g. 10,550
h. 9,302
i. 9,300
j. 9,209
k. 8,935 vii)
25,003 25,383 25,382 25,000 382 1.02 Time-Based
Restricted Stock Units We
have granted time-based restricted stock units to certain participants under the 2020 Plan that are stock-settled with common shares.
Time-based restricted stock units granted under the 2020 Plan vest over three years. Stock-based compensation expense included in the
Condensed Consolidated Statements of Operations for time-based restricted stock units was $ 79,064 108,108 1,774,000 2.7 Our
time-based restricted stock unit activity for the six months ended September 30, 2021 was as follows: SCHEDULE
OF TIME BASED RESTRICTED STOCK UNITS
Units Weighted Average Grant Date Fair Value Per Unit Aggregate Intrinsic Value(1)
Balance at March 31, 2021 - - -
Granted 464,300 $ 4.05 -
Balance at September 30, 2021 464,300 $ 4.05 $ 1,268,000
(1) The
aggregate intrinsic value of restricted stock units outstanding was based on our closing
stock price on the last trading day of this period. Warrants During
the six months ended September 30, 2021, the Company issued warrants to purchase an aggregate of 3,043,556
● warrants
to purchase 2,500,000 4,805,528 5.625
● warrants
to purchase 43,556 196,000 83,724 5.625
● warrants
to purchase 500,000 5.625 These
warrants’ values were arrived at by using the Black-Scholes valuation model with the following assumptions: i)
an expected volatility of the Company’s shares on the date of the grants of approximately 315 ii)
risk-free rate identical to the U.S. Treasury 5 0.82 During
the six months ended September 30, 2020, the Company issued warrants to purchase a total of 240,627 i)
warrants issued for 10,000 17,291 4.00 3 ii)
warrants issued for 38,837 57,717 1.40 1.60 1.52 iii)
warrants issued with debt for 158,036 265,500 91,500 1.40 iv)
warrants for 3,750 6,600 5 1.20 v)
warrants for 30,000 96,000 5 1.40 These
warrants’ values were arrived at by using the Black-Scholes valuation model with the following assumptions: i)
an expected volatility of the Company’s shares on the date of the grants of between approximately 350 433 ii)
risk-free rates identical to the U.S. Treasury 3 5 0.29 1.16 A
summary of warrant activity for the year ending March 31, 2020 and six-month period ending September 30, 2021 is as follows: SCHEDULE
OF WARRANT ACTIVITY
Number of Warrants Weighted- Average Exercise Price Warrants Exercisable Weighted- Average Exercisable Price
Outstanding, March 31, 2020 1,234,295 $ 2.12 1,027,092 $ 2.13
Issued in conjunction with convertible debt 158,036 1.40
Sold 10,000 4.00
Issued and granted 72,596 1.52
Exercised for cash (205,946 ) (2.21 )
Cashless warrant exercises (142,313 ) (1.64 )
Expired (45,000 ) (3.78 )
Outstanding, March 31, 2021 1,081,668 2.02 881,982 2.00
Issued and granted 3,043,556 5.63
Exercised for cash (6,094 ) (6.90 )
Cashless warrant exercises (237,724 ) (1.58 )
Expired (8,608 ) (5.98 )
Cancelled (108,000 ) (1.80 )
Outstanding, September 30, 2021 3,764,798 $ 4.95 3,682,298 $ 5.01 At
September 30, 2021, the range of warrant prices for shares under warrants and the weighted-average remaining contractual life is as follows: SCHEDULE
OF RANGE OF WARRANT PRICES
Warrants Outstanding Warrants Exercisable
Range of Warrant Exercise Price Number of Warrants Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life (Years) Number
of Warrants Weighted- Average Exercise Price
$ 1.20 2.00 418,237 $ 1.35 4.43 418,237 $ 1.35
2.01 4.00 207,938 2.48 2.84 125,438 2.65
4.01 6.67 3,138,623 5.60 4.75 3,138,623 5.60
Total 3,764,798 4.95 4.61 3,682,298 5.01 For
the three months ended September 30, 2021 and 2020, the total stock-based compensation on all instruments was $ 104,092 653,863 159,766 837,107 83,000 |
