Form 8-K

8-K — PetVivo Holdings, Inc.

Accession: 0001493152-26-017819

Filed: 2026-04-17

Period: 2026-04-15

CIK: 0001512922

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

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

April

15, 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

55439

(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.

the extent required, the discussion of the Subscription Agreement set forth in Item 3.02 below is incorporated by reference into this

Item 1.01.

Item

3.02

Unregistered

Sales of Equity Securities.

April 15, 2026, PetVivo Holdings, Inc., together with its wholly owned subsidiaries, PetVivo Animal Health, Inc. and PetVivoAI, Inc.

(collectively, the “Company,” “we,” or “us”), received $600,000 as the final installment under that

certain Subscription Agreement, dated March 13, 2026 (the “Subscription Agreement”), for an aggregate investment of $1,000,000

in equity financing (the “Offering”).

connection with the Offering, the Company issued an aggregate of 1,250,000 units (the “Units”) at a purchase price of $0.80

per Unit. Each Unit consists of (i) one share of the Company’s restricted common stock (the “Shares”) and (ii) one

warrant (each, a “Warrant,” and collectively, the “Warrants”) to purchase one share of the Company’s common

stock.

Each

Warrant has an exercise price of $1.10 per share, is exercisable immediately upon issuance, and will expire three (3) years from the

date of issuance.

The

Company previously received $400,000 of the Offering proceeds on March 13, 2026. Of the aggregate Units issued in the Offering, 750,000

Units were issued in connection with the $600,000 installment received on April 15, 2026.

addition, pursuant to the Subscription Agreement, the investor was granted an option to purchase up to an additional $1,500,000 of equity

financing on substantially the same terms and conditions, which would consist of up to 1,875,000 additional Units. The Company anticipates

that such additional investment, if exercised, will be received on or before June 15, 2026.

The

Offering, including the issuance of the Shares, the Warrants, and the shares of common stock issuable upon exercise of the Warrants,

was conducted in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the

“Securities Act”), and Regulation D promulgated thereunder. The investor entered into the Subscription Agreement and represented

in writing that it is an “accredited investor” (as defined in Rule 501(a) of Regulation D under the Securities Act), acquired

the securities for its own account for investment purposes, and agreed that any subsequent transfer or sale of such securities will be

made in compliance with the Securities Act or pursuant to an available exemption therefrom.

The

Shares, the Warrants, and the shares of common stock issuable upon exercise of the Warrants constitute “restricted securities”

within the meaning of Rule 144 under the Securities Act, and certificates evidencing such securities will bear an appropriate restrictive

legend.

The

form of Subscription Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing description of the Subscription

Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.

Item

9.01

Financial

Statements and Exhibits.

(d)

Exhibits.

10.1

Form of Subscription Agreement

104

Cover

Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the

undersigned hereunto duly authorized

PETVIVO

HOLDINGS, INC.

Date:

April 17, 2026

By:

/s/

John Lai

Name:

John

Lai

Title:

Chief

Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

SUBSCRIPTION

AGREEMENT AND INVESTMENT LETTER

PRIVATE

OFFERING

PETVIVO

HOLDING, INC. (PETV)

Common

Stock and Warrant Offering - $0.80 Per Unit

$2,500,000

March

2026

PetVivo

Holdings, Inc., a Nevada corporation (“PetVivo”) is hereby offering up units (collectively, the “Units” and individually

a “Unit”), each Unit consisting of one (1) share of PetVivo common stock and one (1) common stock purchase warrant providing

the right to purchase one (1) share of PetVivo common stock pursuant to this Subscription Agreement (“Agreement”). Furthermore,

each Unit shall be made available for purchase at Eighty Cents ($0.80) per Unit. This private offering is being made pursuant to Section

4(a)(2) of the Securities Act of 1933, as amended (“Securities Act”). Offers and sales of the Units will be made only to

“accredited investors” as defined in Rule 501 of the Securities Act. The offering price of the Units has been determined

arbitrarily by the management of PetVivo, and bears no particular relationship to our net worth, revenues or any other standard criteria

of value.

THESE

SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND IMMEDIATE SUBSTANTIAL DILUTION, AND THEY SHOULD NOT BE PURCHASED BY

ANY INVESTOR WHO CANNOT AFFORD THE LOSS OF THIS ENTIRE INVESTMENT. THESE SECURITIES ARE BEING OFFERED UNDER EXEMPTIONS FROM REGISTRATION

OF RELEVANT FEDERAL AND STATE SECURITIES LAWS, AND NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION

HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS DOCUMENT IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY

IS UNLAWFUL.

The

undersigned (“Subscriber”) hereby subscribes for and offers to purchase from PetVivo subject to the following terms and conditions:

The Units subscribed for herein are part of a private placement offering of PetVivo being offered only to accredited investors who must

represent herein that they meet the suitability standard for such accredited status. Each Unit is $0.80 and consists of: one (1) restricted

share of PetVivo 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 of PetVivo

common stock, having a par value of $0.001 per 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 ten cents ($1.10) per Purchase Warrant. There is no provision

for the impoundment or escrow of any funds received by PetVivo in this offering, nor is there any minimum amount of this offering required

to be sold by PetVivo to close this private offering. PetVivo intends to utilize any proceeds from this offering promptly upon receipt

from investors, regardless of the actual number of Units that are sold in this offering.

1 | Page

Following are certain material elements of this private offering:

Use

of Proceeds –PetVivo intends to use the net proceeds from this offering primarily for commercialization of its lead product

Spryng™ with OsteoCushion™ Technology, to finance new product development and clinical trials and to fund working capital

and general corporate purposes. Pending use of the net proceeds, PetVivo may invest them in various capital preservation instruments,

short-term, investment grade, interest-bearing securities.

The

expected use of the net proceeds from the offering represents our intentions based on our current plans and business conditions. The

amounts we actually expend in these areas, and the timing thereof, may vary significantly from our current intentions and will depend

on a number of factors, including the success of our commercialization efforts, cash generated from future operations, and actual expenses

to operate our business. As a result, we cannot predict with any certainty all of the particular uses for the net proceeds or the amounts

that we will actually spend on the uses set forth above. Accordingly, our management will have broad discretion in the application of

the net proceeds, and the Subscriber will be relying on the judgment of our management regarding the application of the net proceeds

of this offering.

Additional

Information - PetVivo will make available to each prospective investor, prior to the sale of any Units in this offering, the opportunity

to ask questions of and receive answers from an executive officer of PetVivo concerning the terms and conditions of this offering and

to obtain any additional information necessary to verify the accuracy of the information contained in this agreement, PetVivo’s

filings with the Securities and Exchange Commission (“SEC’) pursuant to the Securities Exchange Act of 1934, as amended,

or any other information reasonably requested. Questions, inquiries and requests for such information may be directed to PetVivo by mail

addressed to PetVivo Holdings, Inc. Attn: John Lai CEO, 5151 Edina Industrial Blvd., Suite 575, Edina, MN 55439 or by telephone at (612)

328-4325.

Purchase Option - Subject to the terms and conditions set forth herein, the Subscriber shall

have the option, but not the obligation, to purchase up to one million five hundred thousand (1,500,000) additional Units (the “Additional

Shares”) at the same purchase price per Unit as set forth in this Agreement (the “Option Price”). This option shall

be exercisable at any time on or before June 15, 2026, by providing written notice to the Company. This option may be extended for an

additional fifteen (15) days at the discretion of the Company. Upon exercise of this option, the Company shall issue and deliver the

Additional Shares to the Subscriber within ten (10) business days of receipt of the Purchase Option proceeds.

Risk Factors - You should carefully consider the risks factors that are included in PetVivo’s

Annual Report on Form 10-K for the fiscal year ended March 31, 2025 filed with the SEC on July 10, 2025, and any other filings with the

SEC before you decide to subscribe for any Units in this offering.

Subscriber hereby acknowledges and realizes that a purchase of Units from PetVivo in this offering

is speculative and involves a high degree of risk, and that this investment is only suitable for persons who can afford the entire loss

of this investment, and that the economic benefits of this investment are uncertain.

Subscriber further represents and acknowledges the following:

Subscriber

has such knowledge and experience in financial and business matters so as to be capable of evaluating the risks and uncertainties of

this investment in the Units. Subscriber further acknowledges that Subscriber has experience in investments such as this offering, and

that Subscriber does not need or desire the assistance of an investment representative to assist Subscriber in the evaluation of this

investment.

2 | Page

Subscriber

is in the financial position to hold this investment for an indefinite period of time and is able to bear the economic risk and withstand

a complete loss of Subscriber’s investment in this offering.

Subscriber

has adequate means to provide for current and future needs and contingencies, and has no need for liquidity in respect to this investment.

Subscriber acknowledges this investment is not liquid in case of an emergency or for any other reason. Subscriber further represents

that this investment by Subscriber is not disproportionate to Subscriber’s net worth, and will not be excessive in respect to Subscriber’s

investment experience and program.

Subscriber

acknowledges that Subscriber is an “accredited investor” as defined in Rule 501 of the Securities Act. If Subscriber is a

limited liability company, partnership, corporation or trust, it confirms that each of the equity owners of the corporate entity are

“accredited investors” as defined in Rule 501 of the Securities Act.

Subscriber

acknowledges that it is purchasing Units from PetVivo for Subscriber’s own account for long-term investment purposes and not with

any present view toward resale, transfer or other disposition of these securities. Subscriber acknowledges that the certificates issued

for Shares purchased herein will bear a legend restricting transfer, resale, or other disposition thereof unless (i) the Shares are registered

for resale under the Securities Act or (ii) in the opinion of counsel of the Subscriber, which opinion is reasonably acceptable to PetVivo,

the Shares may be sold without registration under the Securities Act as well as any applicable blue sky or securities laws.

Subscriber

represents and warrants that Subscriber is a bona fide resident of, or domiciled in if Subscriber is not an individual, the state which

is included in the address of Subscriber set forth in this Agreement.

Subscriber

represents these Units being purchased in this Agreement are being purchased by Subscriber solely for the beneficial interest of Subscriber

and not as nominee for, or on behalf of, or for the beneficial interest of, or with the intention to transfer to, any other person, trust

or organization.

Subscriber

understands and acknowledges that the Shares and Purchase Warrants have not been registered under the Securities Act of 1933 or any relevant

state securities laws, in reliance on exemptions from registration which depend in part upon Subscriber’s investment intent herein,

and accordingly the truth and accuracy of the foregoing representations of Subscriber will be relied upon by PetVivo in satisfying such

exemptions.

Subscriber

further acknowledges that Subscriber has been given the opportunity to have access to full and complete information on PetVivo (including

the opportunity to meet with PetVivo management and review whatever documents are requested by Subscriber to evaluate this investment)

and on the terms and conditions of this offering of Units, and that the Subscriber has utilized such access to Subscriber’s full

satisfaction incident to obtaining additional information or verifying information already obtained relating to this offering.

Subscriber

acknowledges that Subscriber has been notified that all financial information and all required public filing documentation is available

publicly through the Securities Exchange Commission website and Subscriber has had sufficient notice and time to review such documentation.

Subscriber shall complete both Part I and Part 2 of this Agreement, and all further notice to Subscriber

from PetVivo shall be deemed given when mailed by first class mail, postage prepaid, to the address of Subscriber on Part I. All of Subscriber’s

rights hereunder shall inure to the benefit of Subscriber’s heirs or assigns, as the case may be. Subscriber shall have no right

to assign or transfer any rights of Subscriber hereunder without the express written consent of PetVivo. This Agreement shall be governed

by the laws of the State of Nevada.

The Company represents and warrants to the Subscriber that:

(a) Organizational

Status/Corporate Powers/Qualification. Company is a corporation duly organized, validly

existing and in good standing under the laws of the State of Neveda. Company has all the

necessary power to own its property and to carry on its business as now conducted. The Company

is duly qualified and authorized to do business and is in good standing in each jurisdiction

in which the nature of the business conducted or property owned by it makes such qualification

necessary, except where the failure to be so qualified or in good standing could not, individually

or in the aggregate, have or reasonably be expected to result in a material adverse effect.

3 | Page

(b) No

Prohibitions. No officer, employee or agent of, or consultant to Company is prohibited

by law, by regulation, by contract, or by the terms of any license, franchise, permit, certificate,

approval or consent from participating in the business of Company as officer, employee or

agent of, or as consultant to, Company or is the subject of any pending or, to Company’s

best knowledge based upon reasonable inquiry, threatened proceeding which, if determined

adversely, would or could result in such a prohibition.

and Approvals. The execution, delivery and performance of this Agreement by the Company

are not and will not be subject to the approval or consent of, or to any requirement of registration

with or notification to, any federal, state or local regulatory body, administrative agency

or other person.

(d) Financial

Statements. All financial statements of the Company included in its filings with

the SEC are complete and correct in all material respects and fairly present the financial

condition, operating results and cash flows of the Company, as of and for the period ended

on said dates, and have been prepared in accordance with generally accepted accounting principles

(“GAAP”), consistently applied (except for the absence of Shares and Purchase

Warrants and subject to immaterial year-end audit adjustments as to the interim statements).

Since the date of the most recent set of financial statements delivered by the Company to

Subscriber, there has been no event, change or development that has had or that could reasonably

be expected to result in a material adverse effect.

(e) Litigation.

There is no action, suit or proceeding at law or in equity pending or, to the knowledge of

Company, threatened against or affecting the Company, or any basis therefor, which, if adversely

determined would impair the ability of the Company to perform its obligations under this

Agreement which are applicable to the Company.

(f) Capitalization.

The authorized capital stock of the Company consists of shares of 250,000,000 Common Stock

and 20,000,000 shares of preferred stock, of which approximately 35,212,419 shares of common

stock are issued and outstanding as of March 11, 2026. All issued and outstanding shares

of the company’s capital stock are dually authorized, validly issued, fully paid and

nonassessable, and free from any preemptive and cumulative voting rights and were issued

pursuant to valid exemptions under federal and state securities laws. When issued in compliance

with the provisions of this Agreement, the Shares and Purchase Warrants issuable under this

subscription will be validly issued, fully paid, nonassessable, and free of any liens or

encumbrances.

(g) Issuance

of Securities. The Company has reserved from its duly authorized capital stock the

Shares of Common Stock and shares pursuant to the Purchase Warrants to be issued to the Subscriber

pursuant to this Agreement.

(h) Title

to Properties and Assets; Liens. The Company has good and marketable title to its

properties and assets, and holds a valid leasehold interest with respect to the property

and assets it leases.

(i) Patents

and Trademarks. The Company owns or has a valid right to use all patents, trademarks,

service marks, trade names, copyrights, trade secrets, information and other proprietary

rights and processes (collectively, the “Intellectual Property Rights”)

necessary for its business as now conducted. To the knowledge of the Company, all such Intellectual

Property Rights are enforceable and there is no existing infringement by another person of

any of the Intellectual Property Rights.

(j) Tax

Returns and Payments. The Company has filed all tax returns (federal, state and local)

required to be filed by it. All taxes shown to be due and payable on such returns, any assessments

imposed, and, to the Company’s knowledge, all other taxes due and payable by the Company

have been paid or will be paid prior to the time they become delinquent. The Company has

not been advised (i) that any of its returns, federal, state or other, have been or are being

audited as of the date hereof or (ii) of any deficiency in assessment or proposed judgment

to its federal, state or other taxes. The Company has no knowledge of any liability of any

tax to be imposed upon the properties or assets of the Company as of the date of this Agreement

that is not adequately provided for.

(k) True

and Correct Information. All financial and other information provided to Subscriber

by or on behalf of the Company in connection with the Company’s request for the Units

are true and correct in all material respects and do not contain any untrue statements of

a material fact or omit to state any material fact necessary in order to make the statements

made therein, in light of the circumstances under which they were made, not misleading; and,

as to projections or valuations, present a good faith opinion as to such projections and

valuations.

4 | Page

EXECUTED

BY THE PARTIES HERETO effective on the day and year set forth below.

PetVivo

Holdings, Inc. hereby accepts this subscription;

1,250,000

Number

of Units Subscribed For

$1,000,000

Amount

Printed

or typed name of Subscriber

John

Lai

Its

Chief

Executive Officer

Signature

of Subscriber(s)

Dated:

March 13, 2026

Dated:

March 13, 2026

5 | Page

PART

SUBSCRIBER

INFORMATION

Please

complete EITHER individual OR

legal

entity subscriber information

Name

of Subscriber

(Type

or Print)

Residence

Address

Street

Mailing

Address

Street

City

State

Zip

City

State

Zip

Signature

of Subscriber

Title

(if applicable)

Telephone

Signature

of Joint Subscriber (if any)

Social

Security # or Tax ID

6 | Page

PART

ACCREDITATION

CRITERIA

BE COMPLETED BY ALL SUBSCRIBERS

The

Company may accept any number of “accredited investors” as defined within the meaning of Rule 50 l (a) of Regulation D promulgated

by the Securities and Exchange Commission. An accredited investor is one who fulfills any one of the following Criteria:

For an INDIVIDUAL INVESTOR (a natural person), please indicate (by a check) which criteria, if any,

apply:

☐

(1) Individual income in

excess of $200,000 in each of the two most recent years or joint income (with such investor’s spouse) in excess of $300,000 in

each of those years and a reasonable expectation of reaching the same income level in the current year.

☐

(2) Individual net worth, or joint net worth (with such investor’s spouse), of $1,000,000 or

more (excluding value of primary residence).

☐

(3) A director or executive

officer of the Company.

For a LEGAL ENTITY (other than a natural person), please indicate (by a check) which criteria, if any

apply:

☐

(1) A limited liability company,

partnership, corporation or trust.

☐

(2) A bank, savings and loan

association or similar institution, as defined in the Securities Act of 1933, whether acting in its individual or fiduciary capacity

or a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934.

☐

(3) An insurance company

as defined in the Securities Act of 1933.

☐

(4) An investment company

registered under the Investment Company Act of 1940.

☐

(5) A business development

company as defined in the Investment Company Act of 1940.

☐

(6) A private business development

company as defined in the Investment Advisors Act of 1940.

☐

(7) A Small Business Investment

Company licensed by the U.S. Small Business Administration under the Small Business Investment Act of 1958.

☐

(8) An organization described

in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for

the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000.

☐

(9) A plan established and

maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the

benefit of its employees, if such plan has total assets in excess of $5,000,000.

☐

(10) An employee benefit

plan within the meaning of Title I of the Employment Retirement Income Security Act of 1974, if the investment decision is made by a

plan fiduciary, as defined in such Act, which is either a bank, savings and loan association, insurance company, or registered investment

advisor, or if the employee benefit plan has total assets in excess of $5,000,000, or if a self-directed plan, the investment decisions

are made solely by persons that are accredited investors.

☐

(11) A trust with total assets

in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase Is directed by a “sophisticated”

person as defined in the Securities Act of 1933.

7 | Page

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Apr. 15, 2026

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Indicate if registrant meets the emerging growth company criteria.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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No definition available.

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Two-character EDGAR code representing the state or country of incorporation.

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No definition available.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

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-Number 240

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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- Definition

Title of a 12(b) registered security.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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No definition available.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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