| STOCKHOLDERS’ EQUITY | NOTE
11 – STOCKHOLDERS’ EQUITY Equity
Incentive Plan On
July 10, 2020, our Board of Directors unanimously approved the PetVivo Holdings, Inc. 2020 Equity Incentive Plan (the “2020 Plan”),
which authorized the issuance of up to 1,000,000 1,000,000 3,000,000 1,483,474 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 Amended 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 to promote or maintain a market for PetVivo common stock. The
Amended 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 Amended Plan, the Committee may amend or waive the terms and conditions,
or accelerate the exercisability, of an outstanding award. The Committee also has the authority to interpret and establish rules and
regulations for the administration of the Amended 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 Amended Plan is 3,000,000
●
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
10,000 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 the grant.
The term of any award cannot be longer than ten years from the date of the 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 Amended Plan. The
Amended 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 connections 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 five years Common
Stock For
the year ended March 31, 2023, the Company issued 961,859
i) 24,217 1.33 32,188
ii) 24,447 1.41 34,370
iii) 25,000 49,920
iv) 177,184 10,000 22,000 1,250 11,250 10,000 122,684
v) 610,011 25,981 1,389,245 2.32
vi) 101,000 349,920 The
Company received $ 137,500 For
the year ended March 31, 2022, the Company issued 3,189,248
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 9,780,783 4.50
ix) 43,556 196,000 4.50
x) 40,038 48,786 1.40
xi) 1,594 1,594 1.27 2,031
xii) 42,000 210,000
xiii) 25,585 69,080
xiv) 500 2,000
xv) 300
xvi) 10,000
xvii) 7,500 20,100
xviii) 42,000 210,000
xix) 8,609 13,050
xx) 162,524 The
Company has issued shares of common stock to providers of consulting services which are reported in the Consolidated Statements of Stockholders’
Equity. The value of these shares are reported as a prepaid expense and are amortized to expense over the contractual life of the respective
consulting agreements. The amortization of stock issued for services as reported in the Consolidated Statements of Operations and Cash
Flows was $ 507,600 304,180 Time-Based
Restricted Stock Units We
have granted time-based restricted stock units to certain participants under the Amended Plan that are stock-settled with common shares.
Time-based restricted stock units granted under the Amended Plan vest over three years. Stock-based compensation expense included in
the Consolidated Statements of Operations for time-based restricted stock units was $ 758,677 606,014 921,000 1.2 Our
time-based restricted stock unit activity for the year ended March 31, 2023 was as follows: SCHEDULE
OF TIME BASED RESTRICTED STOCK UNITS
Units Outstanding Weighted
Average Grant Date Fair Value Per Unit Aggregate
Intrinsic Value (1)
Balance at March 31, 2021 - - -
Granted 549,565 $ 3.86 -
Expired (4,073 ) $ 2.70 -
Vested (172,824 ) $ 3.44 -
Balance at March 31, 2022 372,668 $ 4.07 $ 760,243
Granted 60,600 $ 2.89
Vested (177,184 ) $ 3.99 -
Balance at March 31,
2023 256,084 $ 3.85 $ 643,209
1) The
aggregate intrinsic value of restricted stock units outstanding was based on our closing stock price on the last trading day of the
period. Stock
Options Stock
options issued to employees and directors typically vest over three years seven years 662,429 3,595 883,455 1.8 The
fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model. Annually, we make predictive
assumptions regarding future stock price volatility, dividend yield, expected term and forfeiture rate. The dividend yield assumption
is based on expected annual dividend yield on a grant date. To date, no dividends on common stock have been paid by us. Expected volatility
for grants is based on our average historical volatility over a similar period as the expected term assumption used for our options as
the expected volatility. The risk-free interest rate is based on yields of U.S. Treasury securities with maturities similar to the expected
term of the options for each option group. We use the “simplified method” to determine the expected term of the stock option
grants. We utilize this method because we do not have sufficient public company exercise data in which to make a reasonable estimate. The
following table sets forth the assumptions used to estimate fair values of our stock options granted: SCHEDULE
OF ESTIMATED FAIR VALUE ASSUMPTION
Year
Ended March
31, 2023 Year
Ended March
31, 2022
Expected term 7 7
Expected volatility 111.7 146.9 % 205.0 210.5 %
Risk-free interest rate 2.96 4.35 % 1.47 2.14 %
Expected dividend yield 0 % 0 %
Fair value on the date of grant $ 1.87 2.79 $ 1.39 1.99 Our
stock option activity for the years ended March 31, 2023 and 2022 was as follows: SCHEDULE
OF STOCK OPTION ACTIVITY
Options Outstanding Weighted-
Average Exercise Price Per Share (1) Weighted-Average
Remaining Contractual Life Aggregate
Intrinsic Value (2)
Balance at March 31, 2021 - - - -
Granted 195,000 $ 1.56
Balance at March 31, 2022 195,000 $ 1.56 6.9 $ 100,200
Granted 714,849 $ 2.37
Cancelled (25,000 ) $ 2.46
Balance at March 31,
2023 884,849 $ 2.19 6.3 $ 307,750
Options exercisable
at March 31, 2023 175,455
(1) The exercise price
of each option granted during the period shown above was equal to the market price of the underlying stock on the date of grant.
(2) The aggregate intrinsic
value of stock options outstanding was based on our closing stock price on the last trading day of the period. Stock
options were granted for the years ended March 31, 2023 and 2022 to employees and directors. The fair value of these options on the date
of grant was $ 1,543,087 310,985 Options
exercisable at March 31, 2023, had options with exercise prices ranging from $ 1.39 2.40 The
following summarizes additional information about our stock options: SCHEDULE
OF ADDITIONAL INFORMATION ABOUT STOCK OPTIONS
Year
Ended March
31, 2023 Year
Ended March
31, 2022
Number of:
Non-vested options, beginning of period 195,000 -
Non-vested options, end of period 709,394 195,000
Vested options, end of period 175,455 -
Year
Ended March
31, 2023 Year
Ended March
31, 2022
Weighted-average grant date
fair value of:
Non-vested options, beginning of period $ 1.56 $ -
Non-vested options, end of period $ 2.23 $ 1.56
Vested options, end of period $ 2.01 $ -
Forfeited options, during the period $ - $ - Warrants During
the year ended March 31, 2023, no During
the year ended March 31, 2022, the Company issued warrants to purchase an aggregate of 3,043,556
● warrants
to purchase 2,500,000 4,805,528 5.625 five years
● warrants
to purchase 43,556 196,000 83,724 5.625 five years
● warrants
to purchase 500,000 5.625 five years These
warrants’ values were arrived at by using the Black-Scholes option pricing model with the following assumptions: i)
an expected volatility of the Company’s shares on the date of the grant of approximately 315 ii)
risk-free rate identical to the U.S. Treasury 5 0.82 A
summary of warrant activity for the years ended March 31, 2023 and March 31, 2022 is as follows: SCHEDULE
OF WARRANT ACTIVITY
Number
of Warrants Weighted- Average Exercise Price Warrants Exercisable Weighted- Average Exercisable Price
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 (15,922 ) (5.27 )
Cancelled (108,000 ) $ (1.79 )
Outstanding, March 31,
2022 3,757,484 $ 4.95 3,693,734 $ 5.00
Exercised for cash (48,664 ) $ (1.36 )
Expired (146,003 ) $ (3.70 )
Outstanding,
March 31, 2023 3,562,817 $ 5.05 3,540,317 $ 5.07 On
March 31, 2023, 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 2.00 347,073 $ 1.35 3.43 347,073 $ 1.35
$ 2.01 4.00 165,438 $ 2.33 1.49 142,938 $ 2.35
$ 4.01 5.63 3,050,306 $ 5.62 3.35 3,050,306 $ 5.62
Total
3,562,817 $ 5.05 3.28 3,540,317 $ 5.07 Stock-based
compensation expense included in the Consolidated Statements of Operations for warrants was $ 41,662 93,287 For
the years ended March 31, 2023 and 2022, the total stock-based compensation on all instruments was $ 1,462,768 702,896 |
