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

May 7, 2025

Date of Report (Date of earliest event reported)

PETVIVO HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

(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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

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 May 6, 2025, PetVivo Holdings, Inc., including its wholly-owned subsidiary PetVivo Animal Health, Inc., (collectively the “Company”, “we” and “us”) received Two Hundred Thousand Dollars ($200,000) pursuant to the partial exercise of a Purchase Option provided by the Company to an Investor as identified in a Subscription Agreement entered into on March 26, 2025 (the “Option Investment”). Upon receipt of the Option Investment the Company agreed to extend the Purchase Option for an additional thirty (30) days, thereby providing for the expiration of the Purchase Option to occur on June 26, 2025 rather than May 27, 2025. The extension of the Purchase Option for an additional thirty (30) days provides the Investor additional time to invest the remaining Four Million Two Hundred Thousand Dollars ($4,200,000) (“Remaining Offering Amount”) of the Five Million Dollar ($5,000,000) Series B Convertible Preferred Stock Offering (“Offering”) pursuant to the same terms and conditions of the Offering; it is anticipated that the Remaining Offering Amount will be received by the Company prior to the expiration of the Purchase Option. The Offering was conducted pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (“Securities Act”). The investor entered into the subscription agreement (the “Subscription Agreement”) with the Company and represented in writing that he, she, or it is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act) and acquired the securities for his, her or its own account for investment purposes and any subsequent transfer or sales of these securities will be in accordance with the Securities Act or exempt from registration under the Securities Act. The shares of Series B Preferred Stock will be “restricted securities” under Rule 144 of the Securities Act, and certificates representing the foregoing will bear a Rule 144 restrictive legend.

The form of Subscription Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K, respectively, and the description in this Current Report on Form 8-K of terms of Subscription Agreement are qualified in their entirety by reference to such exhibits.

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