PetVivo Holdings Inc.

06/12/2025 | Press release | Distributed by Public on 06/12/2025 04:01

Material Agreement, Financial Obligation (Form 8-K)

Item 1.01 Entry into a Material Agreement.

Effective as of June 9, 2025, an existing shareholder ("Lender") of PetVivo Holdings, Inc. (the "Company") entered into a debt financing transaction that included the issuance of a promissory note having a principal amount of $160,000 (the "Promissory Note") by the Company. The Promissory Note may be converted into up to approximately 213,334 shares of Company common stock ("Shares"), wherein each Share is one (1) restricted share of Company common stock, having a par value of $0.001 per share. The maturity date of the Promissory Note is on or about December 31, 2025, the interest rate is 10% per annum and the effective conversion price is $0.75 per Share. The issuance of restricted shares of the Company's common stock upon conversion of the Promissory Note is exempt from registration under Section 4(a)(2) of the Securities Act. The Lenders are sophisticated and represented in writing that each are accredited investors and acquired the securities for their own account for investment purposes. A legend will be placed on the stock certificates issued upon conversion of the Promissory Note stating that the securities are "restricted securities" under Rule 144 of the Securities Act, have not been registered under the Securities Act and cannot be sold or otherwise transferred without registration or an exemption therefrom.

Furthermore, as additional compensation for entering into the Promissory Note, the Lender was issued a Warrant granting the right to purchase 75,000 shares of common stock of the Company ("Warrant Shares"). The Warrant has a term of two years and an exercise price of $0.90 per Warrant Share.

The foregoing is only a summary of the material terms of the Promissory Note and does not purport to be a complete description of the rights and obligations of the parties thereunder. The summary of the Promissory Note is qualified in its entirety by reference to the forms of such agreement, which is filed as Exhibit 10.1 this Current Report and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

To the extent required by Item 2.03 of Form 8-K, the information contained in Item 2.03 of this Current Report on Form 8-K is incorporated herein by reference.

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