Form 8-K
8-K — PetVivo Holdings, Inc.
Accession: 0001493152-26-035053
Filed: 2026-07-29
Period: 2026-07-24
CIK: 0001512922
SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)
Item: Termination of a Material Definitive Agreement
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — form8-k.htm (Primary)
EX-10.1 (ex10-1.htm)
EX-99.1 (ex99-1.htm)
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2026-07-24
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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
July
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
of
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(g) 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 ☒
If
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
1.02 Termination of a Material Definitive Agreement
On
July 24, 2026 (the “Effective Date”), PetVivo Holdings, Inc. (the “Company”) entered into a Termination and Settlement
Agreement (the “Settlement Agreement”) with VetStem, Inc. (“VetStem”), pursuant to which the parties agreed to
terminate the Exclusive License and Supply Agreement, dated February 13, 2025, as amended (the “License Agreement”), and
resolve all disputes arising under the License Agreement.
Pursuant
to the Settlement Agreement, the License Agreement terminated effective July 24, 2026, subject only to certain specifically identified
surviving provisions relating primarily to confidentiality, intellectual property ownership, dispute resolution, and certain other customary
post-termination obligations. All exclusive rights previously granted to the Company under the License Agreement reverted to VetStem,
ownership of the Company’s remaining PrecisePRP® Canine and PrecisePRP® Equine inventory transferred to VetStem, and the
parties mutually released one another from substantially all claims arising under or relating to the License Agreement through the Effective
Date, subject to the continuing obligations set forth in the Settlement Agreement. The Settlement Agreement fully and finally resolves
all disputes between the parties arising under the License Agreement and eliminates all remaining financial obligations thereunder, except
as expressly provided in the Settlement Agreement.
Pursuant
to the Settlement Agreement, the parties agreed that, except for the payment obligations expressly set forth therein, all financial obligations
arising under the License Agreement are fully satisfied, released and extinguished, including outstanding invoices, accrued royalty obligations,
milestone payment obligations and other amounts that either party claimed may have been owed under the License Agreement. As a result,
the Company’s sole remaining financial obligation under the Settlement Agreement is to make aggregate cash payments totaling $75,000,
consisting of (i) $50,000 payable within fourteen (14) days following the Effective Date and (ii) $25,000 payable within thirty (30)
business days following the Effective Date. The Settlement Agreement also provides for an inventory reconciliation mechanism pursuant
to which the Company may be required to make an additional payment in the event the transferred inventory is less than the agreed minimum
quantities specified in the Settlement Agreement. The specific amount payable in connection with any such inventory shortfall has been
omitted from the filed exhibit because it is both immaterial to investors and competitively sensitive.
The
Settlement Agreement further provides that the previously issued Common Stock Purchase Warrant issued by the Company to VetStem to purchase
250,000 shares of the Company’s common stock remains outstanding in accordance with its existing terms and was not terminated or
modified by the Settlement Agreement.
The
foregoing description of the Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the
Settlement Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
7.01. Regulation FD Disclosure
On
July 28, 2026, PetVivo Holdings, Inc. (the “Company”) issued a press release announcing that it had entered into a Termination
and Settlement Agreement with VetStem, Inc., pursuant to which the parties terminated their Exclusive License and Supply Agreement and
resolved all outstanding disputes arising thereunder. A copy of the press release is furnished as Exhibit 99.1 to this Current Report
on Form 8-K.
The
information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange
Act, except as expressly set forth by specific reference in such filing.
This
Current Report on Form 8-K, including the press release furnished as Exhibit 99.1, contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements regarding
the anticipated benefits of the Settlement Agreement, the orderly transition of customer, distributor and commercial activities, the
Company’s ability to focus resources on its proprietary product portfolio and strategic initiatives, and other statements that
are not historical facts. These statements are based on management’s current expectations and are subject to risks and uncertainties
that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These risks
and uncertainties include, among others, the Company’s ability to satisfy its obligations under the Settlement Agreement, complete
the transition activities contemplated thereby, continue the commercialization of its existing products, execute its business strategy,
obtain regulatory approvals where required, maintain intellectual property protections, achieve market acceptance of its products, and
the other risks described from time to time in the Company’s filings with the Securities and Exchange Commission, including its
Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
The
forward-looking statements contained herein speak only as of the date of this Current Report on Form 8-K, and the Company undertakes
no obligation to update or revise any forward-looking statements to reflect events or circumstances after the date hereof, except as
required by applicable law.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
10.1
Termination and Settlement Agreement, dated July 24, 2026, by and between PetVivo Holdings, Inc. and VetStem, Inc. Certain identified information has been omitted because it is not material and is the type of information that the registrant customarily and actually treats as private or confidential.
99.1
Press
Release, regarding the Termination and Settlement Agreement, dated July 28, 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:
July 28, 2026
By:
/s/
John Lai
Name:
John
Lai
Title:
Chief
Executive Officer
EX-10.1
EX-10.1
Filename: ex10-1.htm · Sequence: 2
Exhibit
10.1
TERMINATION
AND SETTLEMENT AGREEMENT — VetStem, Inc. / PetVivo Holdings, Inc. — CONFIDENTIAL
Certain
identified information has been omitted from this exhibit because it is both (i) not material and (ii) the type of information that the
registrant customarily and actually treats as private or confidential. Information that has been omitted has been marked with [*].**
TERMINATION
AND SETTLEMENT AGREEMENT
by
and between
VETSTEM,
INC.,
a
Delaware corporation
and
PETVIVO
HOLDINGS, INC.
a
Nevada corporation
Final
Execution Version
July
24, 2026
Page 1 of 12
This
Transition and Settlement Agreement (this “Agreement”) is entered into as of the Effective Date by and between VetStem, Inc.,
a Delaware corporation (“VetStem” or “Licensor”), and PetVivo Holdings, Inc., a Nevada corporation (“PetVivo”
or “Licensee”) (each a “Party” and together the “Parties”).
RECITALS
WHEREAS,
the Parties entered into that certain Exclusive License and Supply Agreement dated February 13, 2025 (the “Original Agreement”),
as amended by the Transition Period Amendment dated February 26, 2025, and the Third Amendment to Exclusive License and Supply Agreement
dated August 14, 2025 (the Original Agreement, together with the amendments listed above, are collectively referred to herein as the
“License Agreement” or “LSA”), and;
WHEREAS,
disputes have arisen between the Parties concerning obligations associated with the License Agreement, and;
WHEREAS,
the Parties desire to resolve all disputes between them, to terminate their commercial and business relationship, and to provide for
an orderly termination of the License Agreement, on the terms and conditions set forth herein;
NOW,
THEREFORE, in consideration of the mutual covenants, agreements, and releases set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1
ARTICLE 1 - DEFINITIONS
Capitalized
terms used but not defined in this Agreement shall have the meanings ascribed to them in the Agreement. The following additional definitions
apply:
1.1
“Effective Date”
Means
the date on which this Agreement is executed by the last of the duly authorized representatives of both Parties.
1.2
“Inventory”
Means
all finished goods inventory of PrecisePRP™ Canine and PrecisePRP™ Equine owned by or held in the possession, custody, or
control of PetVivo, including all inventory held by or through Vedco and its 3PL distribution partner, as of the Effective Date.
1.3
“Vedco”
Means
Vedco Distribution and its 3PL distribution partner, the third-party logistics provider(s) currently warehousing and distributing PetVivo’s
Inventory.
Page 2 of 12
2
ARTICLE 2 TERMINATION OF THE LICENSE AGREEMENT
2.1
Termination
Subject
solely to the surviving provisions expressly identified in Article 12 hereof, and no others, the License Agreement, and therefore all
exhibits and amendments thereto, shall terminate in their entirety as of the Effective Date.
Upon
such termination:
●
The
exclusive license granted to PetVivo under Section 2.1 of the License Agreement shall terminate, and all license rights shall revert
to VetStem,;
●
All
obligations of VetStem and PetVivo under the License Agreement shall immediately cease;
●
All
inventory shall transfer to VetStem’s ownership as described in Article 5.
●
The
rights and obligations of the Parties under this Agreement shall become effective immediately.
2.2
Sell-Through as New Right
For
the avoidance of doubt, the contemplated sell-through rights shall not be implemented and there shall not be a Sell-Through Period.
3
ARTICLE 3 INVENTORY
PetVivo
represents and warrants that the inventory of PrecisePRP Equine and PrecisePRP Canine to be transferred to VetStem upon the Effective
Date is at a minimum the following:
PrecisePRP
Canine = 184 vials of Lot K925-002 with expirate date 06/30/2027
PrecisePRP
Equine = 453 vials of Lot EQ25-002 with expiration date 09/30/2027
PrecisePRP
Equine = 1191 vials of Lot EQ25-003 with expiration date 11/30/2027
PetVivo
represents and warrants that this inventory has been held according to the labeled storage and is in saleable commercial condition equivalent
to that at which it was delivered by VetStem to PetVivo except for the balance of the shelf life according to the expiration dating.
4
ARTICLE 4 PAYMENT OBLIGATIONS
As
and for final settlement of any and all disputes between the Parties , all amounts due by PetVivo to VetStem and by VetStem to Petvivo
shall be deemed satisfied and extinguished and no payments shall be due except for those listed in section 4.1 below. This includes any
claimed credit for returns, late fees, royalties, or other payments due.
Page 3 of 12
4.1
Final PetVivo Payment
Petvivo
shall make a one time payment of seventy-five thousand and 00/100 dollars ($75,000.00) payable as follows: (i) Fifty Thousand and 00/100
Dollars ($50,000.00) within fourteen (14) days following the Effective Date, and (ii) Twenty-Five Thousand and 00/100 Dollars ($25,000.00)
within thirty (30) business days due on Effective Date and a per vial shortfall fee of [*]** per vial (per each Prooduct) for Inventory
that is less than Article 3 above, due within 5 days of the date the final inventory verification is completed .
5
ARTICLE 5 TREATMENT OF INVENTORY
5.1
Sell-Through Period
There
shall be no sell through period. All sales by PetVivo shall cease on the Effective Date.
5.2
Inventory Ownership
On
the Effective Date, all remaining unsold finished goods Inventory shall be handled as follows:
●
PetVivo
shall transfer ownership of all remaining Inventory to VetStem at no cost.
●
VetStem
and PetVivo shall cause Vedco to execute documentation transferring ownership and control of all such Inventory to VetStem.
●
PetVivo
shall execute and deliver all documentation reasonably requested by VetStem to evidence the transfer of this remaining Inventory.
●
PetVivo
and Vedco shall retain no legal or beneficial ownership of, control over, or rights to the transferred Inventory.
●
VetStem
acknowledges and agrees that it shall have ten (10) days following the Effective Date to confirm the Inventory with Vedco. Upon such
confirmation, or if VetStem fails to provide written notice of any material discrepancy within such ten (10) day period, VetStem
shall be deemed to have confirmed and accepted the transferred Inventory in its then-existing condition and shall have no claim against
PetVivo relating to the condition, marketability, shelf life, expiration dating, quantity, or value of the Inventory following the
transfer contemplated by this Agreement.
6
ARTICLE 6 EQUITY — WARRANTS
The
Parties acknowledge and agree that all matters relating to the 1,000,000 shares of PetVivo common stock previously issued to VetStem
pursuant to the License Agreement, including any contemplated private sale transaction, restrictive legend matters, transfer matters,
cancellation matters, or related obligations between the Parties, have been fully resolved and completed pursuant to separate transactions
and agreements. Accordingly, neither Party shall have any further obligations to the other with respect to such shares or any related
transactions, and all prior discussions, negotiations, and proposed terms relating thereto are superseded in their entirety.
Page 4 of 12
PetVivo
acknowledges and agrees that certain Common Stock Purchase Warrant identified as Warrant PET-216 (the “Warrant”), pursuant
to Section 4.1(c) of the License Agreement, was duly authorized, executed, and issued by PetVivo to VetStem on or about February 14,
2025. The Warrant provides VetStem the right to purchase up to Two Hundred Fifty Thousand (250,000) shares of PetVivo common stock pursuant
to the terms and conditions set forth therein, remains in full force and effect, and shall not be extinguished by this Agreement.
7
ARTICLE 7 MARKETING MATERIALS
PetVivo
shall transfer to VetStem, at no cost to VetStem, all marketing materials created for the PrecisePRP™ Products, including but not
limited to product presentations, brochures, digital assets, training materials, and promotional content (the “Marketing Materials”),
promptly upon execution of this Agreement, and in no event later than ten (10) days after the Effective Date and all such materials shall
then become the property of VetStem. For the avoidance of doubt, Marketing Materials shall not include PetVivo proprietary marketing
systems, customer relationship management databases, customer analytics, internal sales methodologies, trade secrets, proprietary business
processes, regulatory materials, or confidential business plans. PetVivo shall have no obligation to provide contact information for
any person or entity that is not identified as a current or prospective Product customer in PetVivo’s CRM system.
In
order to provide for an orderly transition of customer support and contact follow-up, Petvivo will provide contact information maintained
in PetVivo’s CRM system for, those PrecisePRP Canine or PrecisePRP Equine (the “Product”) customers, (defined as any
contact that, as reflected in PetVivo’s CRM system, purchased Product, received free Product, or specifically requested Product
information and is identified a current or prospective Product Customer in PetVivo’s CRM system) including but not limited to veterinarians,
veterinary clinics, and distributors. PetVivo shall have no obligation to provide contact information for any person or entity that is
not identified as a current or prospective Product customer in PetVivo’s CRM system.
For
the avoidance of doubt:
●
No
transfer of PetVivo’s core intellectual property, proprietary know-how, regulatory filings, or manufacturing information is
required or intended by this Article 7;
●
All
VetStem Trademark rights (including the PrecisePRP™ trademark) revert fully to VetStem upon the Effective Date;
●
Upon
the Effective Date, PetVivo and its Affiliates (Affilaite here and throughout this Agreement shall have the meaning in the Original
Agreement) shall immediately and permanently cease all use of VetStem Trademarks, VetStem Copyrights, and all other Vetstem intellectual
property, and shall return or certify destruction of all materials bearing such marks in accordance with the surviving obligations
set forth in Article 13 hereof.
●
For
existing inventory transferred to VetStem, VetStem shall have the rights to sell this inventory that may have PetVivo trade dress
but shall cease any further use of PetVivo trade dress.
Page 5 of 12
8
ARTICLE 8 PUBLIC ANNOUNCEMENTS AND COMMUNICATIONS
●
The
Parties shall coordinate in good faith on all communications to key customers, distributors, and commercial partners regarding the
transition contemplated by this Agreement.
●
The
Parties shall mutually agree on the content and timing of any public announcement of the dissolution of the License Agreement, acting
reasonably and in good faith. Neither Party shall unreasonably withhold or delay consent to any such announcement.
●
Except
as required by law, SEC regulations, stock exchange requirements, or other applicable regulatory obligations, neither Party shall
issue a public statement referencing the other Party without the prior written consent of the other Party, which consent shall not
be unreasonably withheld, conditioned, or delayed. Any required disclosure may be made without such consent if the disclosing Party
has provided the other Party a reasonable opportunity to review and comment thereon and such disclosure is necessary to comply with
applicable filing deadlines or regulatory requirements.
9
ARTICLE 9 DISTRIBUTOR TRANSITION
The
Parties shall cooperate in the orderly transition or termination of existing distribution arrangements in connection with the termination
of the License Agreement, including:
●
Providing
mutually agreed-upon introductions to distributors, including Vedco, to facilitate an orderly transition of distribution relationships;
●
Cooperating
in the wind-down or assignment of distribution agreements as applicable; and
●
Ensuring
that distributors are appropriately notified of the transition in a manner consistent with the customer communications approach described
in Article 8 hereof, acting reasonably and in good faith to protect the commercial interests of both Parties and continuity of supply
to end customers.
●
For
all Inventory that is being taken back by VetStem, PetVivo grants to VetStem the right to use the Product with the PetVivo trade
dress on the product until such product is sold or expires. VetStem shall make appropriate disclosures that the product is being
sold by and under name of VetStem and not PetVivo. This applies to inventory that PetVivo has sold to its distributors that may not
have been sold to end users yet as well.
●
For
clarity, VetStem is not assuming any contractural distributor relationships and will be developing its own distributor contracts.
●
PetVivo
agrees during the 12 months following the Effective Date to prompty refer any direct complaints, adverse events, or purchase questions
or inquiries or orders for or about the Product to VetStem so that VetStem can carry out is regulatory responsibilities and handle
customer or potential customer service professionally. This referral timeframe for adverse events is two business days to assure
compliance by PetVivo and VetStem with FDA regulatory timeframes and five (5) business days for all other referrals.
Page 6 of 12
10
ARTICLE 10 MUTUAL RELEASE AND NON-DISPARAGEMENT
10.1
Mutual Release
Upon
execution of this Agreement, each Party, on behalf of itself and its respective Affiliates, officers, directors, employees, agents, successors,
and assigns, hereby releases and discharges the other Party and its respective Affiliates, officers, directors, employees, agents, successors,
and assigns from any and all claims, demands, actions, causes of action, suits, damages, losses, costs, and expenses of any nature whatsoever,
whether known or unknown, fixed or contingent, arising from or relating to the License Agreement or the matters that were the subject
of the parties’ disputes through the Effective Date, including but not limited to: all breach notices and related claims; all disputes
regarding unpaid invoices; all disputes regarding royalty obligations; excepting only the obligations under this Agreement.
Each
Party acknowledges that its release includes all claims, demands, liabilities, causes of action, and damages, whether known or unknown,
suspected or unsuspected, fixed or contingent, accrued or unaccrued, arising from or relating to the matters released. Each Party acknowledges
that it may later discover facts different from or in addition to those now known, but nevertheless intends fully, finally, and forever
to release all such claims.
Nothing
contained in this Article 10 shall impair or limit either Party’s right to enforce this Agreement or pursue remedies expressly
permitted herein, including claims arising from an alleged breach of this Agreement.
10.2
Non-Disparagement
Each
Party agrees that it shall not, directly or indirectly, make or cause to be made any disparaging, derogatory, defamatory, or negative
statement or communication, whether oral, written, or electronic, regarding the other Party, its officers, directors, employees, products,
services, or business, to any third party, including but not limited to customers, distributors, partners, investors, media, or the general
public. This non-disparagement obligation is mutual, and shall survive any expiration or termination of this Agreement for a period of
five (5) years from the Effective Date.
Page 7 of 12
11
ARTICLE 11 BREACH
11.1
Events of Breach
The
following shall each constitute a material breach of this Agreement (each, a “Breach”):
●
Failure
by PetVivo to immediately transfer the remaining inventory to VetStem as per Articles 3 and 5.;
●
Failure
by PetVivo to deliver the Marketing Materials per Article 7.
●
Failure
by PetVivo to comply with its confidentiality obligations under this Agreement.
●
Material
violation by PetVivo of Article 10.2 (Non-Disparagement).
●
Failure
by PetVivo to meet the referral obligation in Article 9.
●
Any
other material failure by PetVivo to perform its obligations under this Agreement.
●
Failure
by VetStem to cooperate in completing the Inventory transfer contemplated by Articles 3 and 5.
●
Failure
by VetStem to comply with its confidentiality obligations under this Agreement.
●
Material
violation by VetStem of Article 10.2 (Non-Disparagement).
●
Any
material failure by VetStem to perform its obligations under this Agreement.”
No
Breach shall be deemed to have occurred unless the allegedly breaching Party has failed to cure such failure within five (5) business
days following written notice from the non-breaching Party specifying the nature of the failure in reasonable detail (the “Cure
Period”).
11.2
Remedies Upon Breach
Upon
the occurrence of a breach by either Party that is not cured within the applicable Cure Period, the non-breaching Party shall have the
right to pursue any appropriate remedies available at law or in equity.
Page 8 of 12
12
ARTICLE 12 SURVIVING PROVISIONS OF THE LICENSE AGREEMENT
Notwithstanding
the termination of the License Agreement pursuant to Article 2 hereof, only the following specifically identified provisions of the License
Agreement shall survive termination, solely to the extent expressly set forth herein. Except for the provisions expressly identified
in this Article 12, all rights, obligations, licenses, covenants, restrictions, remedies, and other provisions of the License Agreement
shall automatically terminate as of the Effective Date and shall thereafter be of no further force or effect for any purpose. No provision
of the License Agreement shall survive by implication, course of dealing, operation of law, or otherwise unless expressly identified
in this Article 12.
LSA
Section
Surviving
Obligation (reference to Agreement in this table shall have meaning of Original Agreement, provided, however, that the provisions
set forth herein shall supersede and replace the corresponding provisions of the Original Agreement to the extent modified herein)
Section
2.5
PetVivo
hereby covenants not to practice, and not to permit, cause or assist any PetVivo Affiliate, Sublicensee or other Third Party to practice,
any VetStem Technology or use any VetStem Copyright or VetStem Trademark, for any purpose outside the express scope of the license
granted under Section 2.1, nor, directly or indirectly, commercialize any competing Product during the term of this Agreement and
for three (3) years after termination. VetStem hereby covenants that, during the term of this Agreement, neither VetStem nor its
Affiliates will commercialize any product containing a Therapeutic Composition or improved version of a Therapeutic Composition for
use in the PetVivo Field and Territory, and that neither VetStem nor its Affiliates will grant a license or other right to any Third
Party to conduct any such activities. For the avoidance of doubt, an autologous platelet rich plasma product would not be a Competing
Product.
Section
6.1
Inventorship:
determination of inventorship in accordance with international patent law.
Section
6.2
Each
Party shall remain the sole and exclusive owner of its respective technology, intellectual property, trademarks, copyrights, trade
secrets, confidential information, know-how, proprietary materials, and independently developed improvements. Except as expressly
set forth in this Agreement, neither Party shall acquire any ownership interest in or license to the other Party’s intellectual
property.
Sections
6.3–6.4
Patent
Prosecution and Cooperation: patent prosecution, maintenance, and cooperation obligations survive; solely with respect to patent
matters pending as of the Effective Date and only to the extent reasonably necessary to conclude such matters.
Section
6.7
Trademarks:
upon Effective Date, PetVivo and its Affiliates shall permanently cease all use of VetStem Trademarks. PetVivo shall execute all
documents reasonably requested by VetStem confirming full reversion of trademark rights. VetSTem shall have the right to sell the
remaining Inventory that may have PetVivo trade dress.
Section
7.4
Mutual
Disclaimer of Warranties (except as expressly set forth in this Agreement).
Section
7.5
Mutual
Limitation of Liability (except as expressly modified in this Agreement).
Sections
8.1–8.4
Confidentiality:
all obligations under Article 8 of the License Agreement survive, including manufacturing know-how provisions under Section 8.3.
Within thirty (30) days following the Effective Date, each Party shall return or certify destruction of all the other Party’s
Confidential Information, retaining only one archival copy solely for compliance monitoring purposes.
Section
9.6(a)(i)
Return
Obligations: within thirty (30) days of the Effective Date, PetVivo shall return to VetStem all VetStem Confidential Information,
VetStem Technology, VetStem Copyrights, and VetStem Trademarks in PetVivo’s or its Affiliates’ possession, including
all documentation and tangible embodiments thereof.
Section
9.6(a)(ii)
Return
Obligations: within thirty (30) days of the Effective Date, VetStem shall return to PetVivo all PetVivo Confidential Information,
PetVivo Technology, PetVivo Copyrights, and PetVivo Trademarks in VetStem’s or its Affiliates’ possession, including
all documentation and tangible embodiments thereof.
Article
11
Dispute
Resolution: the JAMS arbitration provisions of Article 11 of the License Agreement govern all disputes arising out of or relating
to the surviving provisions of the License Agreement and this Agreement. Arbitration seat: San Diego, California.
Section
12.3
Governing
Law: State of Delaware, without reference to conflicts of law principles.
Page 9 of 12
13
ARTICLE 13 GOVERNING LAW AND DISPUTE RESOLUTION
This
Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of
law principles. Any dispute arising out of or relating to this Agreement, including the surviving provisions of the License Agreement
incorporated herein, shall be resolved in accordance with the dispute resolution provisions of Article 11 of the License Agreement (JAMS
arbitration, San Diego, California), which provisions are hereby incorporated by reference and shall survive as set forth in Article
13 hereof.
14
ARTICLE 14 GENERAL PROVISIONS
14.1
Entire Agreement
This
Agreement, together with its exhibits and the surviving provisions of the License Agreement identified in Article 12, constitutes the
entire agreement of the Parties with respect to the subject matter hereof.
14.2
No Admission
Nothing
in this Agreement shall be construed as an admission of liability, fault, wrongdoing, breach, or the validity or invalidity of any claim
or defense by either Party.
14.3
Modification
This
Agreement may not be modified or amended except by a written instrument expressly stated to be an amendment hereto and signed by duly
authorized representatives of both Parties.
14.4
Counterparts; Electronic Signatures
This
Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one
and the same instrument. Signatures transmitted by electronic means, including DocuSign, ZohoSign, PDF, or similar technology, shall
have the same force and effect as original signatures.
Page 10 of 12
14.5
Severability
If
any provision of this Agreement is found by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable,
such finding shall not affect the validity, legality, or enforceability of any other provision hereof, and the remaining provisions shall
remain in full force and effect.
14.6
No Waiver
The
failure of either Party to insist upon strict performance of any provision of this Agreement shall not constitute a waiver of such Party’s
right to require strict performance thereafter. Any waiver must be in writing signed by the waiving Party and shall be limited to the
specific matter waived.
14.7
Notices
All
notices and other communications required or permitted hereunder shall be in writing and delivered by hand, recognized overnight courier,
or email with confirmation of receipt, to the notice addresses set forth in Section 12.11 of the License Agreement, or such other addresses
as either Party may designate in writing from time to time.
14.8
Further Assurances
Each
Party agrees to execute and deliver such additional documents, instruments, and agreements, and to take such further actions, as may
be reasonably necessary to carry out the purposes and intent of this Agreement.
14.9
Independent Contractors
The
Parties’ relationship under this Agreement is solely that of independent contractors. Nothing in this Agreement shall be construed
to create a partnership, joint venture, agency, employment, or similar relationship between the Parties.
14.10
Confidentiality of This Agreement
The
terms of this Agreement are confidential. Neither Party shall disclose the terms hereof to any third party without the prior written
consent of the other Party, except (a) to such Party’s legal counsel, financial advisors, or auditors bound by equivalent confidentiality
obligations; (b) as required by applicable law, regulation, or court order; or (c) as required by applicable securities laws or the rules
of any stock exchange, provided that the disclosing Party shall use commercially reasonable efforts to provide advance notice to the
other Party and to seek confidential treatment for such disclosure.
14.11
Reservation of Rights
Nothing
contained in this Agreement, and no action taken in furtherance of the negotiations leading to this Agreement, shall constitute a waiver
of any right, claim, defense, or remedy available to either Party under the surviving provisions of the License Agreement, at law, or
in equity, unless expressly released or waived herein. All such rights are expressly reserved except to the extent expressly released,
waived, terminated, or extinguished pursuant to Articles 2, 4, 10, or 12 of this Agreement.
Rest
of page blank and signature blocks follow.
Page 11 of 12
SIGNATURE
PAGE
IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date first written above.
VETSTEM, INC.
PETVIVO HOLDINGS, INC.
By:
By:
Name:
Robert
Harman, DVM, MPVM
Name:
John
Lai
Title:
Chief
Executive Officer
Title:
Chief
Executive Officer
Date:
Date:
VetStem, Inc.
PetVivo Holdings, Inc.
14261 Danielson Street, Suite B
5151 Edina Industrial Blvd., Suite 575
Poway, California 92064
Edina, Minnesota 55439
Page 12 of 12
EX-99.1
EX-99.1
Filename: ex99-1.htm · Sequence: 3
Exhibit
99.1
5151
Edina Industrial Blvd., Suite 575, Minneapolis, MN 55439 | (952) 405-6216 | www.petvivo.com
PRESS
RELEASE:
PETVIVO
HOLDINGS ANNOUNCES TERMINATION AND SETTLEMENT AGREEMENT WITH VETSTEM
Agreement
Resolves All Outstanding Matters and Completes Transition of PrecisePRP® Product Line
MINNEAPOLIS,
July 28, 2026 — PetVivo Holdings, Inc. (OTCQX: PETV; OTCID: PETVW) working in cooperation with its wholly-owned subsidiaries PetVivo
Animal Health, Inc., Cosmeta Corp and PetVivo AI, Inc. (collectively “PetVivo” or the “Company”), an emerging
biomedical device company focused on the commercialization of innovative medical devices and therapeutics for horses and companion animals,
today announced that it has entered into a Termination and Settlement Agreement with VetStem, Inc., effective July 24, 2026.
Under
the agreement, the parties have terminated their Exclusive License and Supply Agreement relating to the PrecisePRP® product
line, resolved all matters arising under the parties’ prior Exclusive License and Supply Agreement, and established an orderly
transition of the remaining PrecisePRP® inventory and related commercial activities. The Settlement Agreement further
provides that, except for the payments expressly required thereunder, all financial obligations arising under the prior License Agreement
have been fully satisfied and extinguished, including outstanding invoices, accrued royalty obligations, milestone payment obligations
and other claims between the parties. The agreement includes mutual releases with respect to substantially all claims arising under the
prior agreement, subject only to certain continuing obligations customary for agreements of this nature.
As
a result of the comprehensive settlement, PetVivo’s sole remaining financial obligation under the Settlement Agreement is the payment
of an aggregate of $75,000, consisting of two scheduled cash payments. The Settlement Agreement also includes an inventory reconciliation
mechanism pursuant to which PetVivo may be required to make an additional payment if the transferred inventory is determined to be less
than the agreed minimum quantities following the parties’ inventory verification process. The agreement further provides for the
return of the remaining PrecisePRP® product inventory to VetStem. In addition, the Settlement Agreement confirms that
the previously issued warrant held by VetStem to purchase 250,000 shares of PetVivo common stock remains in full force and effect in
accordance with its existing terms.
“This
agreement represents the successful conclusion of our commercial relationship with VetStem and allows both companies to move forward
independently,” said John Lai, Chief Executive Officer of PetVivo Holdings, Inc. “Most importantly, it enables PetVivo to
devote its full attention and resources to advancing our proprietary technologies, including SPRYNG® with OsteoCushion®
Technology, while continuing to execute our broader strategic growth initiatives.”
The
Company has filed a Current Report on Form 8-K with the Securities and Exchange Commission describing the agreement in greater detail.
About
PetVivo Holdings, Inc.
PetVivo
Holdings Inc. (OTCQX: PETV; OTCID: PETVW), in cooperation with its wholly owned subsidiaries PetVivo Animal Health, Inc., Cosmeta Corp
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 product 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, is currently available for commercial sale.
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, 2026, 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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