Material Agreement, Private Placement (Form 8-K)

To 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.

On June 8, 2026, PetVivo Holdings, Inc. (the "Company," "we," or "us"), received gross proceeds of $150,000 pursuant to a partial exercise of the investor's purchase option granted under that certain Subscription Agreement dated March 13, 2026 (the "Subscription Agreement"), for an aggregate investment to date of $1,150,000 in equity financing (the "Offering").

In connection with such partial exercise, the Company issued 187,500 Units at a purchase price of $0.80 per Unit, bringing the aggregate number of Units issued pursuant to the Offering to date to 1,437,500 Units. Each Unit consists of one share of the Company's common stock and one warrant 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 and $600,000 of the Offering Proceeds on April 15, 2026. Of the aggregate Units issued in the Offering, 500,000 Units were issued in connection with the $400,000 installment received on March 13, 2026 and 750,000 Units were issued in connection with the $600,000 installment received on April 15, 2026.

Pursuant to the Subscription Agreement, following the current partial exercise, the investor retains the right, but not the obligation, to purchase up to an additional $1,350,000 of Units on substantially the same terms and conditions. If fully exercised, such additional investment would result in the issuance of up to 1,687,500 additional Units. The option remains exercisable through July 15, 2026.

The Offering, including the issuance of 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.