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
April 29, 2024
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.) |
5251 Edina Industrial Blvd. Edina, Minnesota | 55349 | |
| (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 | The Nasdaq Stock Market LLC | ||
| Warrants | PETVW | The Nasdaq Stock Market LLC |
Item 1.01 Entry into a Material Agreement.
Effective as of April 29, 2024, A.L. Sarroff Fund, LLC (the “Lender”), a greater than 10% shareholder in PetVivo Holdings, Inc. (the “Company”) entered into a note conversion agreement dated April 29, 2024 (“Conversion Agreement”) to convert the outstanding balance of a promissory note (“Note”) dated April 10, 2024, in the total principal amount of $300,000, plus accrued interest of $1,558 into 430,798 Units; each Unit is one (1) restricted share of Company Common Stock, having a par value of $0.001 per share (“Share”) and one (1) common stock purchase warrant (“Purchase Warrant”), granting the holder of one (1) Purchase Warrant thereof the right to purchase one (1) Share at any time from the issue date of the Warrant through and including the third (3rd) anniversary of such date, for a strike price of one dollar and fifty cents ($1.50) per Purchase Warrant (the “Warrants”). The effective conversion price is $0.70 per Unit and the Note was paid in full and cancelled upon the issuance of the Units. The issuance of restricted shares of the Company’s common stock upon conversion of the Promissory Note is exempt from registration under Section 4(a)(2) of the Securities Act. The Lender is sophisticated and represented in writing that he is an accredited investor and acquired the securities for his own account for investment purposes. A legend was placed on the stock certificates issued upon conversion of the Promissory Note stating that the securities are “restricted securities” under Rule 144 of the Securities Act, have not been registered under the Securities Act and cannot be sold or otherwise transferred without registration or an exemption therefrom.
The foregoing is only a summary of the material terms of the Conversion Agreement and does not purport to be a complete description of the rights and obligations of the parties thereunder. The summary of the Conversion Agreement is qualified in its entirety by reference to the forms of such agreement, which is filed as Exhibit 10.1 this Current Report and incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
To the extent required by Item 1.02 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits | |
| 10.1 | Conversion Agreement dated April 29, 2024 between the Company and the Noteholder | |
| 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: April 30, 2024 | By: | /s/ John Lai |
| Name: | John Lai | |
| Title: | Chief Executive Officer | |