Form 8-K

8-K — PetVivo Holdings, Inc.

Accession: 0001493152-26-030193

Filed: 2026-06-25

Period: 2026-06-24

CIK: 0001512922

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

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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

24, 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

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

5151

Edina Industrial Blvd.

Suite

575

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

OTCQX

Warrants

PETVW

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 ☒

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

June 24, 2026, PetVivo Holdings, Inc. (the “Company”), PBM Acquisition Sub, Inc., a wholly-owned subsidiary of the Company

(“Merger Sub”), Cosmeta Corp., a wholly-owned subsidiary of the Company (“Operating Entity”), PiezoBioMembrane,

Inc., a Delaware corporation (“PBM”), and the shareholders of PBM entered into an Agreement and Plan of Merger (the “Merger

Agreement”), pursuant to which Merger Sub will merge with and into PBM, with PBM surviving the merger as the surviving corporation

and, immediately following the Closing, becoming a wholly-owned subsidiary of Cosmeta Corp. and an indirect wholly-owned subsidiary of

the Company (the “Merger”).

Subject

to the terms and conditions of the Merger Agreement, at the effective time of the Merger, the outstanding equity interests of PBM shall

be converted into the right to receive an aggregate of 3,000,000 shares of the Company’s restricted common stock (the “Exchange

Shares”), allocated among the PBM shareholders in accordance with the shareholder ledger attached to the Merger Agreement.

The

Exchange Shares allocated to certain passive investor shareholders of PBM (the “Investor Shareholders”) shall be issued at

Closing and shall be fully vested upon issuance, subject only to applicable securities law restrictions. Following the issuance of all

Exchange Shares allocated to the Investor Shareholders, the remaining portion of the first 1,500,000 Exchange Shares shall be issued

at Closing and fully vested to certain operating shareholders of PBM (the “Operator Shareholders”) on a pro rata basis in

accordance with the shareholder ledger. The balance of the Exchange Shares allocated to the Operator Shareholders (the “Milestone

Shares”) shall be issued at Closing but shall remain subject to forfeiture upon the failure to achieve certain development and

regulatory milestones set forth in the Merger Agreement and the related vesting agreements.

The

Milestone Shares may be retained by the applicable Operator Shareholders upon the achievement of specified milestones, including the

completion of a Statement of Work for product development activities, the completion of regulatory planning and related development activities,

and the receipt of regulatory authorization permitting commencement of clinical development activities, in each case as further described

in the Merger Agreement and the applicable vesting agreements.

a condition to Closing, PBM is required to satisfy certain closing obligations, including the payment or satisfaction of specified liabilities

and obligations identified in the Merger Agreement. In addition, all outstanding preferred stock, SAFEs, options, warrants, convertible

securities, and other rights to acquire PBM equity must be converted, exercised, cancelled, settled, or otherwise reflected in the capitalization

of PBM prior to Closing.

Pursuant

to the Merger Agreement, all intellectual property and general intangibles owned, controlled, licensed, developed, held for use, or used

by PBM immediately prior to Closing, including patents, patent applications, trademarks, service marks, trade names, copyrights, domain

names, software, source code, trade secrets, know-how, formulations, biomaterials, technical information, clinical information, regulatory

materials, regulatory filings, manufacturing information, inventions, discoveries, improvements, works of authorship, data, documentation,

licenses, development materials, research materials, goodwill and related intellectual property rights and general intangible assets,

shall remain assets of PBM following the Closing. Following the Closing, PBM will operate as a wholly-owned subsidiary of Cosmeta Corp.,

and the Company expects Cosmeta Corp. to serve as the primary operating entity for the development, commercialization, licensing, manufacturing,

and management of the intellectual property, technologies, products, and business opportunities acquired through the Merger.

The

Merger Agreement also contemplates the continued engagement of certain key PBM personnel pursuant to consulting, advisory, and service

arrangements designed to support the continued development, regulatory advancement, and commercialization of PBM’s technology platform.

The

Closing of the Merger is subject to customary closing conditions, including, among other things, the completion of due diligence,

the accuracy of representations and warranties, compliance with covenants, execution of vesting agreements by the Operator

Shareholders, satisfaction of the closing obligations, the conversion or settlement of outstanding PBM securities, and the

Company’s completion of an equity financing resulting in gross proceeds of not less than $5.0 million.

The

Merger Agreement contains customary representations, warranties, covenants, indemnification provisions, and termination rights of the

parties.

The

foregoing description of the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement,

a copy of which the Company intends to file as an exhibit to a subsequent periodic report filed with the Securities and Exchange Commission.

The Company intends to redact certain confidential portions of the Merger Agreement upon filing because such confidential portions are

not material and would be competitively harmful to the Company if publicly disclosed.

Item

7.01. Regulation FD Disclosure

June 24, 2026, the Company issued a press release announcing the entry into the Agreement with PBM, a copy of which is attached hereto

as Exhibit 99.1.

The

information in this Item 7.01 of this report, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section

18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the

liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933,

as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

This

Current Report on Form 8-K contains forward-looking statements within the meaning of the “safe harbor” provisions of the

Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding the Company’s entry into

the Agreement and Plan of Merger with PiezoBioMembrane, Inc. (“PBM”), the anticipated completion of the merger and related

transactions, the expected ownership and operation of PBM through Cosmeta Corp., the anticipated acquisition and development of PBM’s

intellectual property, technology platform, product candidates, biomaterials, and related assets, the achievement of development and

regulatory milestones, the advancement and commercialization of functional biomaterials and regenerative medicine technologies, the potential

expansion of such technologies into additional indications and applications, the timing and results of development, regulatory, manufacturing,

commercialization, and business activities, and potential market opportunities associated with the Company’s existing and future

product candidates and technology platforms.

All

statements other than statements of historical fact are statements that could be deemed forward-looking statements. Although the Company

believes that the expectations reflected in such forward-looking statements are reasonable, the Company cannot guarantee future events,

results, actions, levels of activity, performance, achievements, or the successful completion of the merger transaction. Forward-looking

statements are subject to risks and uncertainties that may cause the Company’s actual activities or results to differ materially

from those expressed in any forward-looking statement, including, without limitation, risks relating to the satisfaction of closing conditions

under the Merger Agreement, the Company’s ability to complete the required financing, the successful integration and operation

of PBM within Cosmeta Corp., the development and commercialization of acquired technologies and product candidates, the receipt and timing

of regulatory approvals, clearances, authorizations, or other regulatory actions, the timing and results of preclinical and clinical

development activities, manufacturing and supply chain challenges, the Company’s ability to achieve development objectives, the

protection and enforcement of intellectual property rights, the ability to retain key personnel and consultants, the acceptance of new

technologies by customers and strategic partners, the size and development of potential markets, and the Company’s commercial collaborations

and strategic relationships, as well as other risks and uncertainties described under the heading “Risk Factors” in documents

filed by the Company from time to time with the Securities and Exchange Commission.

These

forward-looking statements speak only as of the date of this Current Report on Form 8-K, and the Company undertakes no obligation to

revise or update any forward-looking statements to reflect events or circumstances occurring after the date hereof, except as required

by applicable law.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

99.1

Press Release, regarding the Merger Agreement, dated June 24, 2026

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: June 25, 2026

By:

/s/ John Lai

Name:

John Lai

Title:

Chief Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

5151

Edina Industrial Blvd., Suite 575, Minneapolis, MN 55439 | (952) 405-6216 | www.petvivo.com

PRESS

RELEASE:

FOR

IMMEDIATE RELEASE

PetVivo

Holdings Annouces Transformative Acquisition Of PiezoBioMembrane To Build a Leading Functional Biomaterials Platform

Acquisition

Strengthens Company’s Intellectual Property Portfolio and Creates New Opportunities for Medical Device and Therapeutic Product

Development Across Animal and Human Health Markets

MINNEAPOLIS,

MN, US, June 24, 2026 — PetVivo Holdings, Inc. (OTCQX: PETV) (OTCID: PETVW), in cooperation with its wholly-owned subsidiaries,

Cosmeta Corp, PetVivo Animal Health, Inc. and PetVivo AI, Inc., a leading provider of medical devices and biomedical therapeutics for

equines and companion animals, today announced that it has entered into an Agreement and Plan of Merger to acquire PiezoBioMembrane,

Inc. (“PBM”), a developer of advanced functional biomaterials and piezoelectric technologies.

Upon

closing of the transaction, PBM will become a wholly owned subsidiary of Cosmeta Corp., PetVivo’s wholly owned operating subsidiary

focused on the development, commercialization, licensing, and management of next-generation biomaterials, regenerative medicine technologies,

and related intellectual property platforms.

Under

the terms of the merger agreement, PBM shareholders will receive an aggregate of 3,000,000 shares of PetVivo common stock, with a portion

of the consideration subject to milestone-based retention and forfeiture provisions designed to align future value creation with the

achievement of key development and regulatory objectives.

The

acquisition is expected to provide PetVivo with access to and control of PBM’s technology platform, including proprietary know-how,

licensed intellectual property rights, patents, patent applications, trade secrets, biomaterials, formulations, regulatory assets, manufacturing

information, development materials, clinical information, and other technology and business assets supporting the development of functional

biomaterials, medical devices, and other beneficial therapeutic applications.

“We

believe this transaction represents a transformative step in PetVivo’s long-term growth strategy,” stated John Lai, Chief

Executive Officer of PetVivo Holdings. “PBM has developed a compelling functional biomaterials platform with the potential to support

the development of multiple medical device and therapeutic product lines across both human and animal health markets. By combining PBM’s

scientific innovation with PetVivo’s product development capabilities, commercialization experience, regulatory expertise, and

public company infrastructure, we believe we can accelerate the advancement of technologies that may serve as the foundation for numerous

future products and strategic opportunities. In addition, we believe the combined platform may create opportunities to secure grant funding,

research collaborations, and research and development tax credit programs that can help support innovation and product development. We

are excited about the potential to create meaningful value for patients, veterinarians, physicians, strategic partners, and our shareholders

as we continue to expand and diversify our technology portfolio.”

Thanh

Nguyen, President of PiezoBioMembrane, stated, “This transaction represents an exciting milestone for PBM and reflects the years

of scientific development, innovation, and technology advancement undertaken by our team. Through a combination of proprietary know-how,

licensed intellectual property, research collaborations, and product development efforts, PBM has established a functional biomaterials

platform that we believe offers significant opportunities across a broad range of medical device and therapeutic applications. We believe

the combination of PBM’s technology platform with PetVivo’s development, regulatory, manufacturing, and commercialization

capabilities creates a compelling opportunity to accelerate future product development and maximize the value of the technologies and

intellectual property rights available to the combined organization. We look forward to working closely with the PetVivo team to advance

the platform and pursue new opportunities for growth and innovation.”

PBM’s

technology platform includes proprietary biomaterial technologies designed to support tissue repair, regeneration, and other therapeutic

applications. The parties expect the combined resources of PBM, Cosmeta, and PetVivo to accelerate product development activities, regulatory

advancement, strategic collaborations, and commercialization initiatives.

The

transaction also establishes a framework for the continued involvement of key PBM personnel in the advancement of the technology platform

and the achievement of development milestones following closing.

The

closing of the merger remains subject to customary closing conditions, including completion of due diligence, satisfaction of specified

closing obligations, execution of related transaction documents, completion of required financing activities, and other customary conditions.

About

PetVivo Holdings, Inc.

PetVivo

Holdings Inc. (OTCQX: PETV; OTCID: PETVW), in cooperation with its wholly owned subsidiaries PetVivo Animal Health, Inc. and PetVivo

AI Inc., is an emerging biomedical device company currently focused on the manufacturing, commercialization and licensing of innovative

medical devices and therapeutics for companion animals. The Company’s strategy is to leverage human therapies for the treatment

of companion animals in a capital and time efficient way. A key component of this strategy is the accelerated timeline to revenues for

veterinary medical devices, which enter the market much earlier than more stringently regulated pharmaceuticals and biologics.

PetVivo

has a robust pipeline of products for the treatment of animals and people. A portfolio of twelve patents and six trade secrets protect

the Company’s biomaterials, products, production processes and methods of use. The Company’s lead products SPRYNG®

with OsteoCushion® technology, a veterinarian-administered, intra-articular injection for the management of lameness and

other joint related afflictions, including osteoarthritis, in cats, dogs and horses, and PrecisePRP®, a first-in-class,

off-the-shelf, platelet-rich plasma (PRP) product designed for use by veterinarians, are currently available for commercial sale.

For

more information about PetVivo Holdings, Inc. or its innovative products, Spryng and PrecisePRP, please contact info1@petvivo.com or

visit petvivo.com, petvivoanimalhealth.com and sprynghealth.com.

Company

Contact

John

Lai, CEO

PetVivo

Holdings, Inc.

Contact

Tel

(952) 405-6216

Forward-Looking

commercial Statements

The

foregoing information regarding PetVivo Holdings, Inc. (the “Company”) may contain “forward-looking statements”

within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended.

Forward-looking statements include all statements that do not relate solely to historical or current facts, including without limitation

the Company’s proposed development and commercial timelines, and can be identified by the use of words such as “may,”

“will,” “expect,” “project,” “estimate,” “anticipate,” “plan,”

“believe,” “potential,” “should,” “continue” or the negative versions of those words

or other comparable words. Forward-looking statements are not guarantees of future actions or performance. These forward-looking statements

are based on information currently available to the Company and its current plans or expectations and are subject to a number of uncertainties

and risks that could significantly affect current plans. Risks concerning the Company’s business are described in detail in the

Company’s Annual Report on Form 10-K for the year ended March 31, 2025, and other periodic and current reports filed with the Securities

and Exchange Commission. The Company is under no obligation to, and expressly disclaims any such obligation to, update or alter its forward-looking

statements, whether as a result of new information, future events or otherwise.

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