Mail Stop 3030
March 23, 2018
Via E-mail
Cynthia Jenkins
Chief Financial Officer
PetVivo Holdings, Inc.
5251 Edina Industrial Blvd
Edina, Minnesota
Re: PetVivo Holdings, Inc.
Form 10-K for the Fiscal Year Ended March 31, 2017
Filed December 13, 2017
Form 10-Q for the Quarterly Period Ended September 30, 2017
Filed February 26, 2018
File No. 000-55167
Dear Ms. Jenkins:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If you
do not believe our
comments apply to your facts and circumstances, please tell us why in your
response.
After reviewing your response to these comments, we may have
additional comments.
Form 10-K for the fiscal year ended March 31, 2017
1. Tell us when you plan to file your Form 10-Q for the quarterly
period ended December
31, 2017.
2. It appears from your disclosure on page 4 that you completed your
acquisition of Gel-Del
Technologies on April 20, 2017. Based upon your PRE14C filed on
April 22, 2015, it
appears that you initially received consents from your majority
shareholders for this
transaction, but may not have fully addressed the required
disclosure Items of Schedule
14C. Provide us additional details about your completion of that
acquisition including
whether you used an information statement to communicate with your
shareholders about
that transaction.
Cynthia Jenkins
PetVivo Holdings, Inc.
March 23, 2018
Page 2
Current Business Operations, page 5
3. We note that the information regarding dates under the captions
"Commercial" and
"Launch" for the pet devices and human devices in the table on page 6 of
this report is
later than such dates on page 10 of your Form 10-K for the fiscal year
ended March 31,
2016 and that some of your products do not appear to be progressing
through the stages
indicated in your table. In future filings, please add disclosure that
informs investors of
the causes for the material delays in the progress of your products
through the various
stages indicated in your table.
4. In view of your disclosure on page 6 about your therapeutic devices for
human clinical
applications, add a section in your applicable future filings to
disclose the FDA approval
process and the nature of regulatory oversight. Also, add a section in
such filings that
discloses the regulatory requirements for markets that you have been
making efforts to
develop for your therapeutic devices for veterinary applications.
Item 8. Financial Statements and Supplementary Data
Notes to Consolidated Financial Statements
Note 1. Summary of Significant Accounting Policies and Organization
(A) Basis of Presentation, page F-7
5. You disclose on page F-5 that you issued stock for services to Gel-Del,
exercised Gel-Del
options, and consummated other stock transactions with Gel-Del during
each reporting
period presented. Similarly, in your statement of cash flows you present
a loss of sale of
Gel-Del & Cosmeta. Since you are consolidating Gel-Del, please explain
to us why these
transactions were not eliminated in your consolidation accounting. Refer
to the guidance
in ASC 810. This comment also applies to your June 30, 2017 and
September 30, 2017
Forms 10-Q.
6. As a related matter, please explain to us what the loss of sale of
Gel-Del & Cosmeta
represents. Show us how you calculated the loss.
Item 9A. Controls and Procedures
Management's Annual Report on Internal Control over Financial Reporting, page
38
7. We note that you concluded that your internal controls over financial
reporting were not
effective as of March 31, 2017 because of the reasons noted. In future
filings, as required
by Item 308(a)(3) of Regulation S-K, revise the report to clarify that
these were material
weaknesses identified in your internal controls over financial
reporting. In addition, to
Cynthia Jenkins
PetVivo Holdings, Inc.
March 23, 2018
Page 3
assist an investor's understanding, in future filings explain briefly
why your disclosure
controls and procedure were not effective.
8. Revise management's report in future filings to identify the version of
the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) Internal
Control -
Integrated Framework that was used to perform your assessment, i.e., the
1992
Framework or the Updated Framework issued in 2013. Please refer to Item
308(a)(2) of
Regulation S-K.
Directors, Executive Officers and Corporate Governance, page 40
9. In your future Form 10-K filings, ensure that you disclose the business
experience of Ms.
Jenkins and Messrs. Dolan, Vezmar, Deming and Merrill for the last five
years.
10. In your future Form 10-K filings, briefly disclose the specific
experience, qualifications,
attributes or skills that led to your conclusion that each of your
directors should serve as
director in light of your business and structure.
11. In your future Form 10-K filings, provide the disclosure required by
Regulation S-K
Item 405.
Involvement in Certain Legal Proceedings, page 44
12. In your future Form 10-K filings, clarify the disclosure in this section
that "[D]uring the
past five years, have been involved in any legal proceeding concerning
.... vacated. " For
example, are you referring to your directors and executive officers?
Also, revise to cover
the ten year period referenced in Regulation S-K Item 401(f) and update
your disclosure
for paragraphs (7) and (8) of Item 401(f).
Exhibits, page 48
13. File as an exhibit the employment agreement with Mr. Hayne disclosed on
page F-17.
Signatures, page 50
14. We note that none of your directors have signed below the second
paragraph. Revise so
that at least a majority of your directors have signed your filing.
Cynthia Jenkins
PetVivo Holdings, Inc.
March 23, 2018
Page 4
Form 10-Q for the Quarterly Period Ended September 30, 2017
Item 1. Financial Statements
Note 7. Agreement and Plan of Merger, page 11
15. Revise future filings, beginning with your Form 10-Q for the period
ended December 31,
2017, to provide all the disclosures required by ASC 805-10-50 relating
to your
acquisition of Gel-Del. Provide us with your calculations of the
purchase price and your
allocation of that purchase price to the assets of Gel-Del. Tell us the
accounting literature
you relied upon in accounting for this transaction.
16. We note that prior to the merger you consolidated Gel-Del because you
concluded that it
was a VIE and that you were the primary beneficiary. Please address the
following:
Describe to us your relationship with Gel-Del prior to the merger
and briefly explain
your conclusion that you were the primary beneficiary of the VIE.
Tell us whether you held an ownership interest in Gel-Del and the
percentage
ownership you held.
Describe to us how the original Securities Exchange Agreement
transaction dated
November 24, 2014, any subsequent amendments to that agreement and
any
subsequent new agreements impacted your accounting for Gel-Del.
Describe any
changes in your accounting based on the amendments or new agreements
and the
resulting impact reflected in your financial statements, such assets
impairments. Tell
us the accounting literature you relied upon in accounting for these
events.
17. We note that in September 2017 you issued 5.45 million shares of your
common stock to
Gel-Del shareholders to complete the merger. Explain to us your reasons
for concluding
that April 10, 2017 was the acquisition date of this business
combination under U.S.
GAAP. Refer to the guidance in ASC 805-10-25.
18. We note from page F-17 of the March 31, 2017 Form 10-K that you issued
6.9 million
shares to Gel-Del's shareholders rather than the 5.45 million shares
disclosed on page F-3
and other sections of this filing. Please clarify for us the number of
shares issued in the
transaction and revise future filings to provide consistent disclosure.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Cynthia Jenkins
PetVivo Holdings, Inc.
March 23, 2018
Page 5
You may contact Tara Harkins at (202) 551-3639 or Lynn Dicker, Senior
Accountant, at
(202) 551-3616 if you have questions regarding comments on the financial
statements and
related matters. Please contact Tom Jones at (202) 551-3602 or Tim Buchmiller,
Senior
Attorney, at (202) 551-3635 with any other questions. You may also reach me at
(202) 551-
3662.
Sincerely,
/s/ Lynn Dicker
Kevin J. Kuhar
Accounting Branch Chief
Office of Electronics and
Machinery