As
filed with the Securities and Exchange Commission on May 5, 2022
Registration
No. 333-_______
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PetVivo
Holdings, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
| Nevada |
|
99-0363559
|
(State
or Other Jurisdiction of
Incorporation or Organization) |
|
(I.R.S.
Employer
Identification Number) |
5251
Edina Industrial Blvd., Edina, MN 55439
(Address,
Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
John
Lai
Chief
Executive Officer
5251
Edina Industrial Blvd.
Edina,
MN 55439
(952)
405-6216
(Name,
Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies
to:
Laura
M. Holm, Esq.
Patrick
Pazderka, Esq.
Fox
& Rothschild, LLP
Campbell
Mithun Tower
222
S. Ninth St., Suite 2000
Minneapolis
MN 55402-3338
Approximate
date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If
the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check
the following box. ☐
If
any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following
box. ☒
If
this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to rule 413(b) under the Securities Act, check the following box. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company”
and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large
accelerated filer ☐ |
Accelerated
filer ☐ |
Non-accelerated
filer ☐ |
Smaller
reporting company ☒ |
| |
|
|
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 7(a)(2)(B) of Securities Act. ☐
The
Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the
Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not complete and may
be changed. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any
state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED MAY 4,
2022
PRELIMINARY PROSPECTUS
PetVivo
Holdings, Inc.
$100,000,000
Common
Stock
Preferred Stock
Debt Securities
Warrants
Rights
Units
We
may offer from time to time shares of our common stock, preferred stock, senior debt securities (which may be convertible into or exchangeable
for common stock), subordinated debt securities (which may be convertible into or exchangeable for common stock), warrants, rights and
units that include any of these securities. The aggregate initial offering price of the securities sold under this prospectus will not
exceed $100,000,000. We will offer the securities in amounts, at prices and on terms to be determined at the time of the offering.
Each
time we sell securities hereunder, we will attach a supplement to this prospectus that contains specific information about the terms
of the offering, including the price at which we are offering the securities to the public. The prospectus supplement may also add, update
or change information contained or incorporated in this prospectus. We may also authorize one or more free writing prospectuses to be
provided to you in connection with these offerings. You should read this prospectus, the information incorporated by reference in this
prospectus, the applicable prospectus supplement and any applicable free writing prospectus carefully before you invest in our securities.
The
securities hereunder may be offered directly by us, through agents designated from time to time by us or to or through underwriters or
dealers. If any agents, dealers or underwriters are involved in the sale of any securities, their names, and any applicable purchase
price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set
forth, in the applicable prospectus supplement. See the section entitled “About This Prospectus” for more information.
The
aggregate market value of our outstanding common stock held by non-affiliates is $13,922,194 based on 9,988,361 shares of outstanding
common stock, of which 3,163,756 are held by affiliates, and a per share price of $2.04 based on the closing sale price of our common
stock on May 2, 2021. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell our common stock in a public primary
offering with a value exceeding more than one-third of our public float in any 12-month period so long as our public float remains below
$75,000,000. We have not offered any securities pursuant to General Instruction I.B.6. of Form S-3 during the prior 12 calendar month
period that ends on and includes the date of this prospectus
Our
common stock and certain of our outstanding warrants are listed on the NASDAQ Capital Market under the symbols PETV and PETVW, respectively.
Investing
in securities involves certain risks. See “Risk Factors” beginning on page 9 of this prospectus and in the applicable prospectus
supplement, as updated in our future filings made with the Securities and Exchange Commission that are incorporated by reference into
this prospectus. You should carefully read and consider these risk factors before you invest in our securities.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The
date of this prospectus is May __, 2022.
TABLE
OF CONTENTS
The
distribution of this prospectus may be restricted by law in certain jurisdictions. You should inform yourself about and observe any of
these restrictions. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered
by this document are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented
in this prospectus does not extend to you.
We
have not authorized anyone to give any information or make any representation about us that is different from, or in addition to, that
contained in this prospectus, including in any of the materials that we have incorporated by reference into this prospectus, any accompanying
prospectus supplement, and any free writing prospectus prepared or authorized by us. Therefore, if anyone does give you information of
this sort, you should not rely on it as authorized by us. You should rely only on the information contained or incorporated by reference
in this prospectus and any accompanying prospectus supplement.
You
should not assume that the information contained in this prospectus and any accompanying supplement to this prospectus is accurate on
any date subsequent to the date set forth on the front of the document or that any information we have incorporated by reference is correct
on any date subsequent to the date of the document incorporated by reference, even though this prospectus and any accompanying supplement
to this prospectus is delivered or securities are sold on a later date. Neither the delivery of this prospectus, nor any sale made hereunder,
shall under any circumstances create any implication that there has been no change in our affairs since the date hereof or that the information
incorporated by reference herein is correct as of any time subsequent to the date of such information.
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement on Form S-3 we filed with the Securities and Exchange Commission, or the SEC, using a
“shelf” registration process. Under this shelf registration process, we may, from time to time, offer and sell any combination
of the securities described in this prospectus in one or more offerings. The aggregate initial offering price of all securities sold
under this prospectus will not exceed $100,000,000.
This
prospectus provides certain general information about the securities that we may offer hereunder. Each time we sell securities, we will
provide a prospectus supplement that will contain specific information about the terms of the offering and the offered securities. We
may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these
offerings. In each prospectus supplement, we will include the following information:
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● |
the
number and type of securities that we propose to sell; |
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● |
the
public offering price; |
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● |
the
names of any underwriters, agents or dealers through or to which the securities will be sold; |
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● |
any
compensation of those underwriters, agents or dealers; |
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● |
any
additional risk factors applicable to the securities or our business and operations; and |
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● |
any
other material information about the offering and sale of the securities. |
In
addition, the prospectus supplement or free writing prospectus may also add, update or change the information contained in this prospectus
or in documents incorporated by reference in this prospectus. The prospectus supplement or free writing prospectus will supersede this
prospectus to the extent it contains information that is different from, or that conflicts with, the information contained in this prospectus
or incorporated by reference in this prospectus. You should read and consider all information contained in this prospectus, any accompanying
prospectus supplement and any free writing prospectus that we have authorized for use in connection with a specific offering, in making
your investment decision. You should also read and consider the information contained in the documents identified under the heading
“Incorporation of Certain Documents by Reference” and “Where You Can Find More Information” in this prospectus.
Unless
the context otherwise requires, the terms “the Company,” “PetVivo,” “we,” “us,” and “our”
in this prospectus each refer to PetVivo Holdings, Inc., our subsidiaries and our consolidated entities.
FORWARD-LOOKING
STATEMENTS
Some
of the statements contained or incorporated by reference in this prospectus may be “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange
Act and may involve material risks, assumptions and uncertainties. Forward-looking statements typically are identified by the use of
terms such as “may,” “will,” “should,” “believe,” “might,” “expect,”
“anticipate,” “intend,” “plan,” “estimate” and similar words, although some forward-looking
statements are expressed differently.
Although
we believe that the expectations reflected in such forward-looking statements are reasonable, these statements are not guarantees of
future performance and involve certain risks and uncertainties that are difficult to predict and which may cause actual outcomes and
results to differ materially from what is expressed or forecasted in such forward-looking statements. These forward-looking statements
speak only as of the date on which they are made and except as required by law, we undertake no obligation to publicly release the results
of any revision or update of these forward-looking statements, whether as a result of new information, future events or otherwise. If
we do update or correct one or more forward-looking statements, you should not conclude that we will make additional updates or corrections
with respect thereto or with respect to other forward-looking statements. A detailed discussion of risks and uncertainties that could
cause actual results and events to differ materially from our forward-looking statements is included in our periodic reports filed with
the SEC and in the “Risk Factors” section of this prospectus.
THE
COMPANY
PetVivo
is a veterinary biotech and biomedical device company headquartered in suburban Minneapolis, Minnesota that is primarily engaged in the
business of commercializing and licensing products in the veterinary market to treat companion animals such as dogs and horses. Most
of our technology was developed for human biomedical applications, and we intend to leverage the investments already expended in their
development to commercialize treatments for pets in a capital and time-efficient way.
Many
of the Company’s products are derived from proprietary biomaterials that simulate a body’s cellular tissue by virtue of their
reliance upon natural protein and carbohydrate compositions which incorporate such “tissue building blocks” as collagen,
elastin and heparin. Since these are naturally-occurring in the body, we believe they have an enhanced biocompatibility with living tissues
compared to synthetic biomaterials such as those based upon alpha-hydroxy polymers (PLA, PLGA and the like) and other “natural”
biomaterials that may lack the multiple proteins incorporated into our biomaterials. These proprietary protein-based biomaterials appear
to mimic the body’s tissue thus allowing integration and tissue repair in long-term implantation in certain applications.
Our
initial product, Kush®, which we rebranded as Spryng™ in the second quarter of our fiscal 2022, is a veterinary
device designed to help reinforce articular cartilage tissue for the treatment and prevention of osteoarthritis and other joint related
afflictions in companion animals. Spryng™ uses an intra-articular injection of non-dissolving, cartilage like patented particles
that are slippery, wet-permeable, durable and resilient to enhance the force cushioning function of the synovial fluid. The particles
mimic natural cartilage in composition, structure and hydration. Multiple joints can be treated simultaneously. Our particles are comprised
of collagen, elastin and heparin, the same components found in natural cartilage. These particles show an effectiveness to augment the
cartilage and enhance the functionality of the joint (e.g. provide cushion or shock-absorbing features to the joint and to provide joint
lubricity).
Osteoarthritis,
a common inflammatory joint disease in both dogs and horses, is a chronic, progressive, degenerative joint disease that is caused by
a loss of synovial fluid and/or the deterioration of joint cartilage. Osteoarthritis affects approximately 14 million dogs and 1 million
horses in the $11 billion companion animal veterinary care and product sales market.
Despite
the market size, veterinary clinics and hospitals have very few treatments and/or drugs for use in treating osteoarthritis in dogs, horses
and other pets. As there is no cure for osteoarthritis, current solutions treat symptoms, but do not manage the cause. The current treatment
for osteoarthritis in dogs generally consists of the use of nonsteroidal anti-inflammatory drugs (or “NSAIDs”) which are
approved to alleviate pain and inflammation but present the potential for side effects relating to gastrointestinal, kidney and liver
damage and do not halt or slow joint degeneration. The Company’s treatment using Spryng™, to our knowledge, has not elicited
any adverse side effects in dogs. Remarkably, Spryng™-treated dogs have shown an increase in activity even after they no longer
are receiving pain medication. Other treatments for osteoarthritis include steroid and/or hyaluronic acid injections, which are used
for treating pain, inflammation and/or joint lubrication, but can be slow acting and/or short lasting.
We
believe Spryng™ is an optimal solution to safely improve joint function in animals for several reasons:
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● |
Spryng™
addresses the underlying problem which relate to bones being too close and a lack of synovial fluid. Spryng™ provides a biocompatible
lubricious cushion to the joint, which establishes a barrier between the bones, thereby protecting the remaining cartilage and bone. |
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● |
Spryng™
is easily administered with the standard intra-articular injection technique. Multiple joints can be treated simultaneously. |
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Case
studies indicate many canines have long-lasting multi-month improvement in lameness after having been treated with Spryng™. |
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After
receiving a Spryng™ injection, many canines are able to discontinue the use of NSAID’s, eliminating the risk of negative
side effects. |
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Spryng™
is an effective and economical solution for treating osteoarthritis. A single injection of Spryng™ is approximately $600 to
$900 per joint and typically lasts for at least 12 months. |
Historically,
drug sales represent up to 30% of revenues at a typical veterinary practice (Veterinary Practice News). Revenues and margins at veterinary
practices are being eroded because online, big-box and traditional pharmacies have recently started filling veterinary prescriptions.
Veterinary practices are looking for ways to replace lost prescription revenues with safe and effective products. Spryng™ is veterinarian-administered
and should expand practice revenues and margins. We believe that the increased revenues and margins provided by Spryng™ will accelerate
its adoption rate and propel it forward as the standard of care for canine and equine lameness related to or due to synovial joint issues.
Spryng™
is classified as an animal device under the United States Food and Drug Administration (“FDA”) rules and pre-market approval
is not required by the FDA. Spryng™ completed a safety and efficacy study in rabbits in 2007. Since that time, more than 100 horses
and dogs have been successfully treated with Spryng™. We entered into a clinical trial services agreement with Colorado State University
on November 5, 2020. We anticipate this study will be a 12-month study that will be primarily used to expand our distribution outlets
since the large international and national distributors generally require a third-party university study prior to including a product
in their catalog of products. We expect the clinical study to be completed in fiscal 2024.
We
commenced sales Spryng™ in Q2 of fiscal 2022 and plan to increase our commercialization efforts of Spryng™ and other products
developed by us in the United States through the use of in-house marketing personnel who will oversee the efforts of independent distributors
we engage on a regional or national basis. We plan to support our distributors with the use of social media and other methods to educate
and inform key opinion leaders and decision makers at the top distributors and high prescriber veterinarians for companion animals of
the availability and benefits of Spryng™.
We
have established an ISO 7 certified clean room manufacturing facility located in our Minneapolis facility using a patented and scalable
self-assembly production process, which reduces the infrastructure requirements and manufacturing risks to deliver a consistent, high-quality
product while being responsive to volume requirements. While we are not currently manufacturing commercial quantities, we have built
out an ISO 7 certified facility that will be able to handle projected production in units for at least the next five years.
In
addition to Spryng™, we have engaged a strategic partner, Emerald Organic Products, Inc. (“Emerald”), through an exclusive
license agreement, dated July 31, 2019, to allow Emerald to bring our mucoadhesive drug delivery technology to the human nutraceutical
market for the delivery of various active nutraceuticals including cannabidiol (“CBD”), caffeine, and citicoline. Since such
products tout up to a 10-times increase in bioavailability of active agents, we believe that we have an advantage over other delivery
methods in the CBD and nutritional supplement markets. We have agreed that the license to Emerald will include use of PetVivo’s
proprietary technology in the formulation, manufacture and sale of Emerald’s nutritional supplements including its hemp-based CBD
wellness products.
We
also have a pipeline which includes 17 therapeutic devices for both veterinary and human clinical applications. Some such devices may
be regulated by the FDA or other equivalent regulatory agencies, including but not limited to the Center for Veterinary Medicine (“CVM”).
We anticipate growing our product pipeline through the acquisition or in-licensing of additional proprietary products from human medical
device companies specifically for use in pets. In addition to commercializing our own products in strategic market sectors and in view
of the Company’s vast proprietary product pipeline, the Company may establish strategic out-licensing partnerships to provide secondary
revenues.
Risks
Related to Our Business
Our
business, and our ability to execute our business strategy, is subject to a number of risks as more fully described in the section titled
“Risk Factors.” These risks include, among others, the following:
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We
have a limited operating history, have not yet generated any material revenues, expect to continue to incur significant research
and development and other expenses, and may never become profitable. |
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Our
independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern. |
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We
have never generated any material revenue from operations and may need to raise additional capital to achieve our goals. |
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We
are substantially dependent on the success of our lead product, Spryng™, and cannot be certain that this product will be successfully
commercialized by us. |
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We
have a limited marketing and sales organization, and if our current marketing and sales personnel are insufficient or inadequate,
we may not be able to sell our products in the quantities needed to become commercially successful. |
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Our
business will depend significantly on the sufficiency and effectiveness of our marketing and product promotional programs and incentives. |
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Our
lead product, Spryng™, will face significant competition in our industry, and our failure to compete effectively may prevent
us from achieving any significant market penetration. |
Corporate
History and Structure
We
were incorporated as Pharmascan Corp. in the State of Nevada on March 31, 2009. On September 21, 2010, we filed a Certificate of Amendment
to our Articles of Incorporation and changed our name to Technologies Scan Corp. On April 1, 2014, we filed a Certificate of Amendment
to our Articles of Incorporation and changed our name to PetVivo Holdings, Inc. On March 11, 2014, our Board of Directors authorized
the execution of a securities exchange agreement dated March 11, 2014 (the “Securities Exchange Agreement”) with PetVivo
Inc., a Minnesota corporation. PetVivo was founded in 2013 by John Lai and John Dolan and engaged in the business of acquiring, in-licensing
and adapting human biomedical technology and products for commercial sale in the veterinary market.
In
accordance with the terms and provisions of the Securities Exchange Agreement, we acquired all of the issued and outstanding shares of
stock of PetVivo and it became our wholly-owned subsidiary. John Lai and John Dolan were controlling shareholders of PetVivo Holdings,
Inc at the time of the securities exchange. In August of 2013, in exchange for 326,250 shares of the Company’s common stock, PetVivo
entered into an exclusive worldwide license for the commercialization of a patented biomaterials technology for the veterinary treatment
of animals having orthopedic joint afflictions (“Technology”). The Technology was developed by Gel-Del Technologies Inc.,
a Minnesota corporation (“Gel-Del”). Gel-Del was a biomaterials development and manufacturing company focused on human and
companion animal applications of its biomaterials technology; our initial product, Spryng™, is derived from the licensed Technology.
Thereafter,
a wholly-owned subsidiary of ours (which was incorporated in Minnesota expressly for this transaction) completed a triangular merger
(the “Merger”) with Gel-Del. Pursuant to the Merger, Gel-Del was the surviving entity and concurrently became our wholly-owned
subsidiary, resulting in our obtaining full ownership of Gel-Del. Our primary reason to effect the Merger was to obtain 100% ownership
and control of Gel-Del and its patented bioscience technology, including ownership of Cosmeta, a subsidiary of Gel-Del. The effective
date for the Merger was April 10, 2017 when the Merger was filed officially with the Secretary of State of Minnesota.
Our
principal executive office is located at 5251 Edina Industrial Blvd., Minneapolis, MN 55439 and our telephone number is (952) 405-6216.
Our website is www.petvivo.com. Information contained in, or that can be accessed through, our website is not incorporated by reference
into this prospectus, and you should not consider information on our website to be part of this prospectus. Our design logo and our other
registered and common law trade names, trademarks and service marks are the property of PetVivo, Inc.
RISK
FACTORS
An
investment in our securities involves a high degree of risk. Before making any investment decision, you should carefully consider the
risk factors set forth below, the information under the caption “Risk Factors” in any applicable prospectus supplement, any
related free writing prospectus that we may authorize to be provided to you and the information under the caption “Risk Factors”
in our Annual Report on Form 10-K for our fiscal year ended March 31, 2021 (“2021 Form 10-K”) and quarterly reports on Form
10-Q that are incorporated by reference into this prospectus, as updated by our subsequent filings under the Securities Exchange Act
of 1934, as amended, or the Exchange Act.
These
risks could materially affect our business, results of operations or financial condition and affect the value of our securities. Additional
risks and uncertainties that are not yet identified may also materially harm our business, operating results and financial condition
and could result in a complete loss of your investment. You could lose all or part of your investment. For more information, see “Where
You Can Find More Information.”
Risks
Related to Our Securities and the Offering
Future
sales or other dilution of our equity could depress the market price of our common stock.
Sales
of our common stock, preferred stock, warrants, rights or convertible debt securities, or any combination of the foregoing, in the public
market, or the perception that such sales could occur, could negatively impact the price of our common stock.
In
addition, the issuance of additional shares of our common stock, securities convertible into or exercisable for our common stock, other
equity-linked securities, including preferred stock, warrants or rights or any combination of these securities pursuant to this prospectus
will dilute the ownership interest of our common shareholders and could depress the market price of our common stock and impair our ability
to raise capital through the sale of additional equity securities.
We
may need to seek additional capital. If this additional financing is obtained through the issuance of equity securities, debt securities
convertible into equity or options, warrants or rights to acquire equity securities, our existing shareholders could experience significant
dilution upon the issuance, conversion or exercise of such securities.
Our
management will have broad discretion over the use of the proceeds we receive from the sale our securities pursuant to this prospectus
and might not apply the proceeds in ways that increase the value of your investment.
Our
management will have broad discretion to use the net proceeds from any offerings under this prospectus, and you will be relying on the
judgment of our management regarding the application of these proceeds. Except as described in any prospectus supplement or in any related
free writing prospectus that we may authorize to be provided to you, the net proceeds received by us from our sale of the securities
described in this prospectus will be added to our general funds and will be used for general corporate purposes. Our management might
not apply the net proceeds from offerings of our securities in ways that increase the value of your investment and might not be able
to yield a significant return, if any, on any investment of such net proceeds. You may not have the opportunity to influence our decisions
on how to use such proceeds.
USE
OF PROCEEDS
Except
as may be stated in the applicable prospectus supplement and any related free writing prospectus that we may authorize to be provided
to you, we intend to use the net proceeds we receive from the sale of the securities offered by this prospectus for general corporate
purposes, which may include, among other things, repayment of debt, repurchases of common stock, capital expenditures, the financing
of possible acquisitions or business expansions, increasing our working capital and the financing of ongoing operating expenses and overhead.
EXECUTIVE
COMPENSATION
The
Company qualifies as a “smaller reporting company” under rules adopted by the SEC. Accordingly, the Company has provided
scaled executive compensation disclosure that satisfies the requirements applicable to the Company in its status as a smaller reporting
company. Under the scaled disclosure obligations, the Company is not required to provide, among other things, a compensation discussion
and analysis or a compensation committee report, and certain other tabular and narrative disclosures relating to executive compensation.
Our
named executive officers (“Named Executive Officers” or “NEO’s”) for fiscal year ended March 31, 2022 (“fiscal
2022”) were as follows:
John
Lai, our Chief Executive Officer and President;
Robert
Folkes, our Chief Financial Officer; and
Randall
Meyer, our Chief Operating Officer.
Certain
information regarding the compensation of our Named Executive Officer for our fiscal years ended March 31, 2021 (“fiscal 2021”)
and March 31, 2022 (“fiscal 2022”) is provided on the following pages.
SUMMARY
COMPENSATION TABLE
The
following table sets forth information regarding the compensation paid to or earned by our Named Executive Officers for fiscal 2021 and
2022.
Name and Principal Position | |
Year | | |
Salary ($) | | |
Bonus ($)(1) | | |
Stock Awards ($)(2) | | |
Non-Equity Incentive Plan Compensation ($) | | |
All Other Compensation ($)(3) | | |
Total ($) | |
John Lai
CEO and President | |
| 2022 2021 | | |
| 202,083 91,668 | | |
| 20,000 0 | | |
| 481,500 148,602 | | |
| —
— | | |
$
| 6,160
| | |
$
$ | 709,743 240,270 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Robert J. Folkes Chief Financial Officer(4) | |
| 2022 | | |
| 211,250 | | |
| 100,000 | | |
| 173,340 | | |
| — | | |
$ | 3,348 | | |
$ | 487,938 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Randall Meyer Chief Operating Officer(5) | |
| 2022 | | |
| 128,333 | | |
| 30,000 | | |
| 208,650 | | |
| — | | |
| | | |
$ | 366,983 | |
| (1) |
Amounts
reported represent discretionary bonus payments on amounts earned in fiscal 2022, which will be paid after the Company files its
Annual Report on 10-K for fiscal 2022 with the SEC. |
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|
| (2) |
Amounts
shown represent grant date fair value computed in accordance with ASC Topic 718, with respect to restricted stock awards (based on the
closing price of our common stock on the grant date) and stock option awards. Information
regarding the valuation assumptions used in the calculations are included in “Note 15 – Common Stock and Warrants”
of our audited consolidated financial statements included in our 2021 Form 10-K. |
| |
|
| (3) |
Represents
the payment of health insurance premiums by the Company for Mr. Lai and Mr. Folkes. |
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|
| (4) |
Mr.
Folkes was appointed to serve as the Company’s Chief Financial Officer on April 14, 2021. |
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|
| (5) |
Mr.
Meyer was appointed to serve as the Company’s Chief Operating Officer on September 10, 2021. |
Narrative
Disclosure to the Summary Compensation table
The
following is a discussion of certain terms that we believe are necessary to understand the information disclosed in the Summary Compensation
Table.
Base
Salaries
The
Company’s Named Executive Officers receive a base salary for services rendered to the Company, which is set forth in their respective
employment agreements. The base salary payable to each Named Executive Officer is intended to provide a fixed component of compensation
reflecting the executive’s skill set, experience, role, and responsibilities. From April 1, 2020, through September 8, 2021, Mr.
Lai received a base salary of $100,000 which was increased to $275,000, effective as of September 1, 2022. Mr. Folkes joined the Company
on April 14, 2021, and his initial salary was $190,000 per year, which was increased to $240,000 per year effective as of September 1,
2022. Mr. Meyer joined the Company, as its Chief Operating Officer, on September 1, 2021 and his base salary is $220,000 per year.
Bonuses
In
November 2021, the Company established a bonus plan for its executives and employees, with a performance target based on total revenues.
If the Company achieved the performance target, each employee would receive a bonus equal to a certain percentage of his or her salary.
In December 2021, the Company realized that the performance target would not be achieved because the Company’s ability to
sell its lead product, Spryng™, was limited because it did not have canine and equine studies which distributors and other vendors
needed to review before purchasing the Company’s products. The Compensation Committee determined that the performance target was
unrealistic and not an appropriate target for the Company at this time. The Compensation Committee believed that the executives and other
employees had done exceptional work in transitioning the Company from being a start-up company to a revenue-producing company. As such,
the Compensation Committee awarded discretionary bonuses to the executives and other employees. The Compensation Committee awarded discretionary
bonuses to Mr. Lai, Mr. Folkes, and Mr. Meyers for their services in fiscal 2022 in the amounts of $20,000, $100,000, and $30,000, respectively.
The Company will not make these bonus payments to the Named Executive Officers until its files its 10-K for its fiscal year ended March
31, 2022.
Equity
Compensation
Our
Compensation Committee administers our 2020 Equity Incentive Plan (the “Equity Incentive Plan”) and approves the amount of,
and terms applicable to, grants of stock options, restricted stock units, and other types of equity awards to employees, including the
Named Executive Officers. The Equity Incentive Plan permits the grant of incentive stock options, non-statutory stock options, stock
appreciation rights, restricted stock, restricted stock units (“RSU’s), and stock bonus awards (all such types of awards,
collectively, “equity awards”), although incentive stock options may only be granted to employees.
On
April 14, 2021, the Company granted 54,000 RSU’s to Mr. Folkes pursuant to the terms of his employment agreement. These RSU’s
vest over a three year period, with 10,000 RSU’s vesting on January 1, 2022, 10,000 vesting on January 1, 2023, and 14,000 vesting
on January 1, 2024. Furthermore, these RSU grants are subject to Mr. Folkes remaining employed at the Company.
On
September 9, 2021, the Compensation Committee granted RSU’s to our Named Executive Officers for their exceptional performance in
assisting the Company in closing its public offering in which it raised $11.2 million in gross proceeds and listed its common stock and
warrants on the NASDAQ Capital Market. The Named Executive Officers received the following RSU grants (“November 2021 RSU Grants”):
Mr. Lai – 150,000 RSU’s, Mr. Folkes – 54,000 RSU’s, and Mr. Meyer – 65,000 RSU’s. These RSU’s
vest in three installments, with 1/3 vesting on March 31, 2022, 1/3 vesting on March 31, 2023 and 1/3 vesting on March 31, 2024, based
upon continued employment with the Company.
For
the grant date fair values of the options and RSU’s, please see the Summary Compensation Table above.
Perquisites
We
offer health insurance to our Named Executive Officers on the same basis that these benefits are offered to our other eligible employees.
We offer a 401(k) plan to all eligible employees. The Company also provides other benefits to its Named Executive Officers on the same
basis as provided to all of its employees, including vacation and paid holidays.
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR END 2022
The
following table sets forth for each Named Executive Officer, information regarding outstanding equity awards as of March 31, 2022. The
option awards and per share amounts for all periods reflect our 1-for-4 reverse stock split, which was effective November 20, 2020. Market
value is based on the closing stock price of $2.04 on March 31, 2022.
| | |
Option Awards | | |
Stock Awards | |
| Name | |
Number of securities underlying unexercised options exercisable (#) | | |
Number of securities underlying unexercised options unexercisable (#) | | |
Option exercise price ($) | | |
Option expiration date | | |
Number of shares or units of stock that have not vested (#) | | |
Market value of shares or units of stock that have not vested ($)(1) | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| John Lai | |
| 75,000 | (1) | |
| 60,000 | (1) | |
| 2.24 | | |
| 10/31/2024 | | |
| 100,000 | (2) | |
$ | 204,000 | |
| | |
| 19,847 | | |
| — | | |
| 1.95 | | |
| 12/31/2024 | | |
| — | | |
| — | |
| | |
| 24,253 | | |
| — | | |
| 1.27 | | |
| 3/31/2025 | | |
| — | | |
| — | |
| | |
| 7,441 | | |
| — | | |
| 1.60 | | |
| 6/30/2025 | | |
| — | | |
| — | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Robert J. Folkes | |
| — | | |
| — | | |
| — | | |
| — | | |
| 60,000 | (3) | |
$ | 122,400 | |
| | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Randall Meyer | |
| 10,547 | | |
| — | | |
| 1.20 | | |
| 1/15/2029 | | |
| 43,333 | (4) | |
$ | 88,399 | |
| | |
| 1,213 | | |
| — | | |
| 1.95 | | |
| 12/31/2024 | | |
| — | | |
| — | |
| | |
| 1,104 | | |
| — | | |
| 1.27 | | |
| 3/31/2025 | | |
| — | | |
| — | |
| | |
| 559 | | |
| — | | |
| 1.60 | | |
| 6/30/2025 | | |
| — | | |
| — | |
| | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
| (1) |
Mr.
Lai was granted a warrant to purchase up to 135,000 shares of our common stock at an exercise price of $2.24 per share pursuant to
his employment agreement. The warrants have a five-year term and 90,000 warrants vest quarterly over a three-year term and 45,000
warrants vest based on certain performance conditions; 22,500 of which have expired and 22,500 of which vest if the Company completes
a successful listing on the Exchange and sustains a stock price of at least $16.00 for the thirty consecutive days of trading. |
| |
|
| (2) |
Comprised
of 100,000 unvested shares underlying an RSU award granted on September 9, 2021, which will vest in equal installments on March 31,
2023, and March 31, 2024, subject to the executive’s continued employment with the Company. The RSU’s will vest automatically
if there is a Change of Control (as defined in our Equity Incentive Plan). |
| |
|
| (3) |
Comprised
of 24,000 unvested shares underlying an RSU award granted on April 14, 2021, with 10,000 shares vesting on January 1, 2023, and 14,000
shares vesting on January 1, 2024, and 36,000 unvested shares underlying an RSU award granted on September 9, 2021, which will vest
in equal installments on March 31, 2023, and March 31, 2024, with both RSU awards subject to the executive’s continued employment
with the Company. The RSU’s will vest automatically if there is a change of control (as defined in our Equity Incentive Plan.) |
| |
|
| (4) |
Comprised
of 43,333 unvested shares underlying an RSU award granted on September 9, 2021, which will vest in equal installments on March 31,
2023, and March 31, 2024, subject to the executive’s continued employment with the Company. The RSU’s will vest automatically
if there is a Change of Control ( as defined in our Equity Incentive Plan). |
Executive
Employment Agreements
Prior
Employment Agreements
The
Company entered into an employment agreement (“2019 Agreement”) with John Lai on October 1, 2019, to serve as the Company’s
Chief Executive Officer for a term of 3 years. Mr. Lai’s annual base salary was a minimum of $100,000 or such higher amount, as
determined by the Board. Mr. Lai could be terminated for Cause or without cause upon ten (10) days advance written notice. Mr. Lai was
eligible to receive discretionary bonuses, as determined by the Board, and eligible for all employee benefits provided to executives
of similar tenure. His 2019 Agreement contained customary confidentiality and non-competition provisions which survived for a period
of one year after his employment with the Company was terminated. As discussed below, Mr. Lai’s 2019 Agreement was replaced with
a new employment agreement on November 10, 2021.
The
Company entered into an employment agreement (“April 2021 Agreement”) with Robert Folkes on April 14, 2021, to serve as the
Company’s Chief Financial Officer. The employment
agreement was for a term of approximately two years and nine months and terminated on January 31, 2024. Mr. Folkes’ annual base
salary was $190,000 per year and he was eligible to receive a bonus of up to 50% of his base salary
based upon the achievement of performance goals developed by the Compensation Committee. He could be terminated for cause or without
cause upon ten (10) days advance written notice. His employment agreement contained customary confidentiality
and non-competition provisions which survived for a period of one year after his employment with the Company was terminated. As discussed
below, Mr. Folkes April 2021 Agreement was replaced with a new employment agreement on November 10, 2021
Current
Employment Agreements
Effective
as of November 10, 2021, the Company entered into new employment agreements with Mr. Lai, which replaced his 2019 Agreement, and Mr.
Folkes which replaced his April 2021 Agreement. In addition, the Company entered into a new employment agreement with Randall Meyer to
serve as the Company’s Chief Operating Officer effective as of November 10, 2021. With the exception of salary and severance payments,
the employment agreements are substantially similar.
All
of these employment agreements expire on September 30, 2024. Messrs. Lai, Folkes, and Meyer each have annual base salaries of $275,000,
$240,000 and $220,000, respectively, subject to potential increase or decrease from time to time as determined by the Compensation Committee
of the Board of Directors. The employment agreements also provide for a target annual bonus as determined by the Compensation Committee.
In addition to an annual salary and bonus, the employment agreements provide that the executive officers are entitled to participate
in any equity and/or long-term compensation programs established by the Company for senior executive officers and all of the Company’s
retirement, group life, health, and disability insurance plans and any other employee benefit plans.
The
employment agreements provide for termination of the executive officers at any time by the Company for Cause (as defined in the employment
agreements) or without Cause. If an executive officer is terminated for Cause, he will receive his salary through the termination date
and reimbursement of any unpaid expenses and accrued but unused vacation/paid time off (“Accrued Obligations”). If the executive
officer’s employment is terminated by the Company without Cause, subject to the execution of a release of any and all claims or
potential claims against the Company, the executive officer will be entitled to receive a severance payment, his accrued but unpaid bonus,
if any, and any Accrued Obligations owed through the termination date, in a lump sum payment within 10 days after the termination date.
Mr. Folkes will receive a severance payment equal to 6 months of his base salary. Mr. Lai and Mr. Meyer will each receive a severance
payment equal to 1 month’s base salary. If the executive’s employment is terminated as a result of his death or disability,
he or his estate will receive his compensation through the date of termination, his accrued and unpaid bonus, if any, and Accrued Obligations
through the date of termination.
Each
executive officer is required to agree to non-competition, non-solicitation, and confidentiality obligations. The confidentiality covenants
are perpetual, while the non-compete and non-solicitation covenants apply during the term of the new employment agreements and for 12
months following the executive officer’s termination.
Potential
Payments on Change in Control or Termination without Cause under November RSU Grants
The
employment agreements for Mr. Lai, Mr. Folkes, and Mr. Meyer do not contain any provisions providing for the acceleration of any salary
or bonus payments if there is a change in control. The RSU Grants awarded to Mr. Lai, Mr. Folkes, and Mr. Meyer on September 9, 2021,
and to Mr. Folkes on April 14, 2021 pursuant to our Equity Incentive Plan contain provisions that provide for accelerated vesting of
the RSU’s if there is a change of control of the Company (as such term is defined in the Equity Incentive Plan). In addition, if
Mr. Lai, Mr. Folkes, or Mr. Meyer is terminated without cause, any RSU’s that would have vested on or before the first anniversary
of such termination had the executive remained employed shall be accelerated and deemed to have vested as of the termination date. Any
time-based Restricted Shares that have not vested as described above may not be transferred and will be forfeited on the date the Named
Executive Officer’s employment with the Company terminates.
Director
Compensation
Directors
who are not employees of the Company are paid director’s fees, in cash, stock, or a combination thereof. In fiscal 2022, we did
not pay any cash compensation to our non-employee directors. All compensation was paid with stock and RSU’s, which ½ of
the compensation paid with stock on October 1, 2021, the date of grant, and the remaining RSU’s vesting six months from the date
of grant. In fiscal 2022, our non-employee directors received the following compensation for their services: each non-employee director
received an annual retainer of $40,000; the Chairman received an additional $10,000; each non-employee director serving as a chair of
a standing committee received an additional $5,000 and each non-employee director who served on two or more committee received an additional
$2,500 per year.
The
following table provides information on compensation paid to our non-employee directors for their services as members of our board of
directors during our fiscal year ended March 31, 2022:
| Name of Director | |
Fees paid in cash
($) | | |
Stock awards ($)(1) | | |
Warrant awards ($)(2) | | |
All other compensation ($) | | |
Total ($) | |
| Gregory Cash | |
$ | — | | |
$ | 51,999 | | |
$ | — | | |
$ | 130,000 | (3) | |
$ | 181,999 | |
| David Deming | |
$ | — | | |
$ | 39,901 | | |
$ | — | | |
$ | 120,901 | (3) | |
$ | 120,901 | |
| Joseph Jasper | |
$ | — | | |
$ | 22,499 | | |
$ | — | | |
$ | — | | |
$ | 22,499 | |
| Scott M. Johnson | |
$ | — | | |
$ | 38,899 | | |
$ | — | | |
$ | — | | |
$ | 38,899 | |
| James Martin | |
$ | — | | |
$ | 22,499 | | |
$ | — | | |
$ | — | | |
$ | 22,499 | |
| Dr. David Masters(4) | |
$ | — | | |
$ | 19,999 | | |
$ | — | | |
$ | 77,218 | (3) | |
$ | 97,217 | |
| Robert Rudelius | |
$ | — | | |
$ | 22,499 | | |
$ | — | | |
$ | — | | |
$ | 22,499 | |
| (1) |
The
value in this column reflects the aggregate grant date fair value of the stock award as computed in accordance with ASC Topic 718.
Information regarding the valuation assumptions used in the calculations are included in “Note 15 – Common Stock and
Warrants” to our audited consolidated financial statements included in our 2021 Form 10-K. |
| |
|
| (2) |
The
value in this column reflects the aggregate grant date fair value of the warrants as computed in accordance with ASC Topic 718. Information
regarding the valuation assumptions used in the calculations are included in “Note 15 – Common Stock and Warrants”
to our audited consolidated financial statements included in our 2021 Form 10-K. As of March 31, 2022, the aggregate number of outstanding
warrants held by Mr. Cash was 27,099; for Mr. Deming was 57,354; for Mr. Jasper was 48,225; for Mr. Johnson was 25,376, for Mr. Martin
was 22,500 and for Mr. Rudelius was 44,135. |
| |
|
| (3) |
Represents
consulting fees paid to these directors. |
| |
|
| (4) |
Mr.
Masters was no longer a member of the Board effective as of March 5, 2022. |
DESCRIPTION
OF CAPITAL STOCK
The
following is a summary of our capital stock and certain provisions of our Articles of Incorporation and Bylaws. This summary does not
purport to be complete and is qualified in its entirety by the provisions of our articles of incorporation, as amended, our bylaws, and
applicable provisions of the Nevada Revised Statutes or the NRS.
See
“Where You Can Find More Information” elsewhere in this prospectus for information on where you can obtain copies of our
articles of incorporation and our bylaws, which have been filed with and are publicly available from the SEC.
Our
authorized capital stock consists of 250,000,000 shares of common stock, par value $0.001 per share, and 20,000,000 shares of preferred
stock, par value $0.001 per share.
DESCRIPTION
OF COMMON STOCK
As
of May 4, 2022, there were 9,988,361 shares of our common stock issued outstanding held by approximately 212 stockholders of record.
General
The
following summary of certain provisions of our common stock does not purport to be complete. This description is summarized from, and
is qualified in its entirety by reference to, our amended and restated articles of incorporation, as amended and our bylaws, as amended
to which you should refer and both of which are included as exhibits to the registration statement of which this prospectus is a part.
The summary below is also qualified by provisions of applicable law, including Chapters 78 and 92A of the Nevada Revised Statutes (the
“NRS”), as applicable to corporations.
Voting,
Dividend, and Other Rights. Each outstanding share of common stock entitles the holder to one vote on all matters presented to the
shareholders for a vote. Holders of shares of common stock have no cumulative voting, pre-emptive, subscription, or conversion rights.
All shares of common stock to be issued pursuant to this registration statement will be duly authorized, fully paid and non-assessable.
Our board of directors determines if and when distributions may be paid out of legally available funds to the holders. To date, we have
not declared any dividends with respect to our common stock. Our declaration of any cash dividends in the future will depend on our board
of directors’ determination as to whether, in light of our earnings, financial position, cash requirements and other relevant factors
existing at the time, it appears advisable to do so. We do not anticipate paying cash dividends on the common stock in the foreseeable
future.
Rights
Upon Liquidation. Upon liquidation, subject to the right of any holders of the preferred stock to receive preferential distributions,
each outstanding share of common stock may participate pro rata in the assets remaining after payment of, or adequate provision for,
all our known debts and liabilities.
Majority
Voting. The holders of one-third of the outstanding shares of common stock constitute a quorum at any meeting of the shareholders.
A plurality of the votes cast at a meeting of shareholders elects our directors. The common stock does not have cumulative voting rights.
Therefore, the holders of a majority of the outstanding shares of common stock can elect all of our directors. In general, a majority
of the votes cast at a meeting of shareholders must authorize shareholder actions other than the election of directors. Most amendments
to our articles of incorporation require the vote of the holders of a majority of all outstanding voting shares.
All
issued and outstanding shares of common stock are fully paid and nonassessable. Shares of our common stock that may be offered, from
time to time, under this prospectus will be fully paid and nonassessable.
Transfer
Agent and Registrar
The
transfer agent and registrar for our common stock is Equity Stock Transfer. Equity Stock Transfer’s address is 237 W. 37th Street,
Suite 601, New York, NY 10018 and its telephone number is (212) 575-5757.
Stock
Exchange Listing
Our
common stock is listed for quotation on the Nasdaq Capital Market under the symbol “PETV.”
DESCRIPTION
OF PREFERRED STOCK
As
of May 4, 2022, no shares of preferred stock had been issued or were outstanding.
The
following summary of certain provisions of our preferred stock does not purport to be complete. This description is summarized from,
and is qualified in its entirety by reference to, our amended and restated articles of incorporation and our amended and restated bylaws,
to which you should refer and both of which are included as exhibits to the registration statement of which this prospectus is a part.
The summary below is also qualified by provisions of applicable law, including Chapters 78 and 92A of the NRS as applicable to corporations.
General
Our
board of directors has the authority to issue up to 20,000,000 shares of preferred stock in one or more series and to determine the rights
and preferences of the shares of any such series without stockholder approval. Our board of directors may issue preferred stock in one
or more series and has the authority to fix the designation and powers, rights and preferences and the qualifications, limitations or
restrictions with respect to each class or series of such class without further vote or action by the stockholders, unless action is
required by applicable law or the rules of any stock exchange on which our securities may be listed. The ability of our board of directors
to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control
of us or the removal of existing management. Further, our board of director may authorize the issuance of preferred stock with voting
or conversion rights that could adversely affect the voting power or other rights of the holders of our common stock. Additionally, the
issuance of preferred stock may have the effect of decreasing the market price of our common stock.
We
will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from reports
that we file with the SEC, the form of any certificate of designation that describes the terms of the series of preferred stock we are
offering before the issuance of that series of preferred stock. This description will include, but not be limited to, the following:
| |
● |
the
title and stated value; |
| |
● |
the
number of shares we are offering; |
| |
● |
the
liquidation preference per share; |
| |
● |
the
purchase price; |
| |
● |
the
dividend rate, period and payment date and method of calculation for dividends; |
| |
● |
whether
dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate; |
| |
● |
the
provisions for a sinking fund, if any; |
| |
● |
the
provisions for redemption or repurchase, if applicable, and any restrictions on our ability to exercise those redemption and repurchase
rights; |
| |
● |
whether
the preferred stock will be convertible into our common stock, and, if applicable, the conversion price, or how it will be calculated,
and the conversion period; |
| |
● |
whether
the preferred stock will be exchangeable into debt securities, and, if applicable, the exchange price, or how it will be calculated,
and the exchange period; |
| |
● |
voting
rights, if any, of the preferred stock; |
| |
● |
preemptive
rights, if any; |
| |
● |
restrictions
on transfer, sale or other assignment, if any; |
| |
● |
a
discussion of any material United States federal income tax considerations applicable to the preferred stock; |
| |
● |
the
relative ranking and preferences of the preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our
affairs; |
| |
● |
any
limitations on the issuance of any class or series of preferred stock ranking senior to or on a parity with the series of preferred
stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; and |
| |
● |
any
other specific terms, preferences, rights or limitations of, or restrictions on, the preferred stock. |
Transfer
Agent and Registrar
The
transfer agent and registrar for our preferred stock will be set forth in the applicable prospectus supplement.
DESCRIPTION
OF DEBT SECURITIES
General
We
may issue debt securities, in one or more series, as either senior or subordinated debt or as senior or subordinated convertible debt.
When we offer to sell debt securities, we will describe the specific terms of any debt securities offered from time to time in a supplement
to this prospectus, which may supplement or change the terms outlined below. Senior debt securities will be issued under one or more
senior indentures, dated as of a date prior to such issuance, between us and a trustee to be named in a prospectus supplement, as amended
or supplemented from time to time. Any subordinated debt securities will be issued under one or more subordinated indentures, dated as
of a date prior to such issuance, between us and a trustee to be named in a prospectus supplement, as amended or supplemented from time
to time. The indentures will be subject to and governed by the Trust Indenture Act of 1939, as amended.
Before
we issue any debt securities, the form of indentures will be filed with the SEC and incorporated by reference as an exhibit to the registration
statement of which this prospectus is a part or as an exhibit to a current report on Form 8-K. For the complete terms of the debt securities,
you should refer to the applicable prospectus supplement and the form of indentures for those particular debt securities. We encourage
you to read the applicable prospectus supplement and the form of indenture for those particular debt securities before you purchase any
of our debt securities.
We
will describe in the applicable prospectus supplement the terms of the series of debt securities being offered, including:
| |
● |
the
title; |
| |
● |
whether
or not such debt securities are guaranteed; |
| |
● |
the
principal amount being offered, and if a series, the total amount authorized and the total amount outstanding; |
| |
● |
any
limit on the amount that may be issued; |
| |
● |
whether
or not we will issue the series of debt securities in global form, the terms and who the depositary will be; |
| |
● |
the
maturity date; |
| |
● |
the
annual interest rate, which may be fixed or variable, or the method for determining the rate and the date interest will begin to
accrue, the dates interest will be payable and the regular record dates for interest payment dates or the method for determining
such dates; |
| |
● |
whether
or not the debt securities will be secured or unsecured, and the terms of any secured debt; |
| |
● |
the
terms of the subordination of any series of subordinated debt; |
| |
● |
the
place where payments will be payable; |
| |
● |
restrictions
on transfer, sale, or other assignment, if any; |
| |
● |
our
right, if any, to defer payment of interest and the maximum length of any such deferral period; |
| |
● |
the
date, if any, after which, and the price at which, we may, at our option, redeem the series of debt securities pursuant to any optional
or provisional redemption provisions and the terms of those redemption provisions; |
| |
● |
the
date, if any, on which, and the price at which we are obligated, pursuant to any mandatory sinking fund or analogous fund provisions
or otherwise, to redeem, or at the holder’s option to purchase, the series of debt securities and the currency or currency
unit in which the debt securities are payable; |
| |
● |
any
restrictions our ability and/or the ability of our subsidiaries to: |
| |
● |
incur
additional indebtedness; |
| |
● |
issue
additional securities; |
| |
● |
create
liens; |
| |
● |
pay
dividends and make distributions in respect of our capital stock and the capital stock of our subsidiaries; |
| |
● |
redeem
capital stock; |
| |
● |
place
restrictions on our subsidiaries’ ability to pay dividends, make distributions or transfer assets; |
| |
● |
make
investments or other restricted payments; |
| |
● |
sell
or otherwise dispose of assets; |
| |
● |
enter
into sale-leaseback transactions; |
| |
● |
engage
in transactions with stockholders and affiliates; |
| |
● |
issue
or sell stock of our subsidiaries; or |
| |
● |
effect
a consolidation or merger; |
| |
● |
whether
the indenture will require us to maintain any interest coverage, fixed charge, cash flow-based, asset-based or other financial ratios; |
| |
● |
a
discussion of any material United States federal income tax considerations applicable to the debt securities; |
| |
● |
information
describing any book-entry features; |
| |
● |
provisions
for a sinking fund purchase or other analogous fund, if any; |
| |
● |
the
denominations in which we will issue the series of debt securities; |
| |
● |
the
currency of payment of debt securities if other than U.S. dollars and the manner of determining the equivalent amount in U.S. dollars;
and |
| |
● |
any
other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities, including any additional events
of default or covenants provided with respect to the debt securities, and any terms that may be required by us or advisable under
applicable laws or regulations. |
Conversion
or Exchange Rights
We
will set forth in the prospectus supplement the terms on which a series of debt securities may be convertible into or exchangeable for
our common stock or our other securities. We will include provisions as to whether conversion or exchange is mandatory, at the option
of the holder or at our option. We may include provisions pursuant to which the number of shares of our common stock or our other securities
that the holders of the series of debt securities receive would be subject to adjustment.
DESCRIPTION
OF WARRANTS
We
may issue warrants for the purchase of common stock, preferred stock and/or debt securities in one or more series. We may issue warrants
independently or together with common stock, preferred stock and/or debt securities, and the warrants may be attached to or separate
from these securities. While the terms summarized below will apply generally to any warrants that we may offer, we will describe the
particular terms of any series of warrants in more detail in the applicable prospectus supplement. The terms of any warrants offered
under a prospectus supplement may differ from the terms described below.
We
will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from reports
that we file with the SEC, the form of warrant agreement, including a form of warrant certificate, that describes the terms of the particular
series of warrants we are offering before the issuance of the related series of warrants. The following summaries of material provisions
of the warrants and the warrant agreements are subject to, and qualified in their entirety by reference to, all the provisions of the
warrant agreement and warrant certificate applicable to the particular series of warrants that we may offer under this prospectus. We
urge you to read the applicable prospectus supplements related to the particular series of warrants that we may offer under this prospectus,
as well as any related free writing prospectuses, and the complete warrant agreements and warrant certificates that contain the terms
of the warrants.
General
We
will describe in the applicable prospectus supplement the terms of the series of warrants being offered, including:
| |
● |
the
offering price and aggregate number of warrants offered; |
| |
● |
the
currency for which the warrants may be purchased; |
| |
● |
if
applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued with
each such security or each principal amount of such security; |
| |
● |
if
applicable, the date on and after which the warrants and the related securities will be separately transferable; |
| |
● |
in
the case of warrants to purchase debt securities, the principal amount of debt securities purchasable upon exercise of one warrant
and the price at, and currency in which, this principal amount of debt securities may be purchased upon such exercise; |
| |
● |
in
the case of warrants to purchase common stock or preferred stock, the number of shares of common stock or preferred stock, as the
case may be, purchasable upon the exercise of one warrant and the price at which these shares may be purchased upon such exercise; |
| |
● |
the
effect of any merger, consolidation, sale or other disposition of our business on the warrant agreements and the warrants; |
| |
● |
the
terms of any rights to redeem or call the warrants; |
| |
● |
any
provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants; |
| |
● |
the
dates on which the right to exercise the warrants will commence and expire; |
| |
● |
the
manner in which the warrant agreements and warrants may be modified; |
| |
● |
a
discussion of any material or special United States federal income tax consequences of holding or exercising the warrants; |
| |
● |
the
terms of the securities issuable upon exercise of the warrants; and |
| |
● |
any
other specific terms, preferences, rights or limitations of or restrictions on the warrants. |
Before
exercising their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such exercise,
including:
| |
● |
in
the case of warrants to purchase debt securities, the right to receive payments of principal of, or premium, if any, or interest
on, the debt securities purchasable upon exercise or to enforce covenants in the applicable indenture; or |
| |
● |
in
the case of warrants to purchase common stock or preferred stock, the right to receive dividends, if any, or payments upon our liquidation,
dissolution or winding up or to exercise voting rights, if any. |
Exercise
of Warrants
Each
warrant will entitle the holder to purchase the securities that we specify in the applicable prospectus supplement at the exercise price
that we describe in the applicable prospectus supplement. Holders of the warrants may exercise the warrants at any time up to the specified
time on the expiration date that we set forth in the applicable prospectus supplement. After the close of business on the expiration
date, unexercised warrants will become void.
Holders
of the warrants may exercise the warrants by delivering the warrant certificate representing the warrants to be exercised together with
specified information, and paying the required amount to the warrant agent in immediately available funds, as provided in the applicable
prospectus supplement. We will set forth on the reverse side of the warrant certificate and in the applicable prospectus supplement the
information that the holder of the warrant will be required to deliver to the warrant agent.
If
any warrants represented by the warrant certificate are not exercised, we will issue a new warrant certificate for the remaining amount
of warrants. If we so indicate in the applicable prospectus supplement, holders of the warrants may surrender securities as all or part
of the exercise price for warrants.
Outstanding
Warrants
As
of May 4, 2022, we had outstanding warrants that were exercisable to purchase an aggregate of 3,754,484 shares of common stock at a weighted
average exercise price of $4.95 per share that expire between September 2022 and January 2029.
Transfer
Agent and Registrar
The
transfer agent and registrar for any warrants will be set forth in the applicable prospectus supplement.
DESCRIPTION
OF RIGHTS
General
We
may issue rights to purchase our common stock or preferred stock, in one or more series. Rights may be issued independently or together
with any other offered security and may or may not be transferable by the person purchasing or receiving the subscription rights. In
connection with any rights offering to our stockholders, we may enter into a standby underwriting arrangement with one or more underwriters
pursuant to which such underwriters will purchase any offered securities remaining unsubscribed after such rights offering. In connection
with a rights offering to our stockholders, we will distribute certificates evidencing the rights and a prospectus supplement to our
stockholders on the record date that we set for receiving rights in such rights offering. The applicable prospectus supplement or free
writing prospectus will describe the following terms of rights in respect of which this prospectus is being delivered:
| |
● |
the
title of such rights; |
| |
● |
the
securities for which such rights are exercisable; |
| |
● |
the
exercise price for such rights; |
| |
● |
the
date of determining the security holders entitled to the rights distribution; |
| |
● |
the
number of such rights issued to each security holder; |
| |
● |
the
extent to which such rights are transferable; |
| |
● |
if
applicable, a discussion of the material United States federal income tax considerations applicable to the issuance or exercise of
such rights; |
| |
● |
the
date on which the right to exercise such rights shall commence, and the date on which such rights shall expire (subject to any extension); |
| |
● |
the
conditions to completion of the rights offering; |
| |
● |
any
provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the rights; |
| |
● |
the
extent to which such rights include an over-subscription privilege with respect to unsubscribed securities; |
| |
● |
if
applicable, the material terms of any standby underwriting or other purchase arrangement that we may enter into in connection with
the rights offering; and |
| |
● |
any
other terms of such rights, including terms, procedures and limitations relating to the exchange and exercise of such rights. |
Each
right will entitle the holder thereof the right to purchase for cash such amount of shares of common stock or preferred stock, or any
combination thereof, at such exercise price as shall in each case be set forth in, or be determinable as set forth in, the prospectus
supplement relating to the rights offered thereby. Rights may be exercised at any time up to the close of business on the expiration
date for such rights set forth in the prospectus supplement. After the close of business on the expiration date, all unexercised rights
will become void. Rights may be exercised as set forth in the prospectus supplement relating to the rights offered thereby. Upon receipt
of payment and the proper completion and due execution of the rights certificate at the office of the rights agent, if any, or any other
office indicated in the prospectus supplement, we will forward, as soon as practicable, the shares of common stock and/or preferred stock
purchasable upon such exercise. We may determine to offer any unsubscribed offered securities directly to persons other than stockholders,
to or through agents, underwriters or dealers or through a combination of such methods, including pursuant to standby underwriting arrangements,
as set forth in the applicable prospectus supplement.
Rights
Agent
The
rights agent for any rights we offer will be set forth in the applicable prospectus supplement.
DESCRIPTION
OF UNITS
The
following description, together with the additional information that we include in any applicable prospectus supplement, summarizes the
material terms and provisions of the units that we may offer under this prospectus. While the terms we have summarized below will apply
generally to any units that we may offer under this prospectus, we will describe the particular terms of any series of units in more
detail in the applicable prospectus supplement. The terms of any units offered under a prospectus supplement may differ from the terms
described below.
We
will incorporate by reference from reports that we file with the SEC, the form of unit agreement that describes the terms of the series
of units we are offering, and any supplemental agreements, before the issuance of the related series of units. The following summaries
of material terms and provisions of the units are subject to, and qualified in their entirety by reference to, all the provisions of
the unit agreement and any supplemental agreements applicable to a particular series of units. We urge you to read the applicable prospectus
supplements related to the particular series of units that we may offer under this prospectus, as well as any related free writing prospectuses
and the complete unit agreement and any supplemental agreements that contain the terms of the units.
General
As
specified in the applicable prospectus supplement, we may issue, in one more series, units consisting of common stock, preferred stock,
debt securities and/or warrants or rights for the purchase of common stock, preferred stock and/or debt securities in any combination.
The applicable prospectus supplement will describe:
| |
● |
the
securities comprising the units, including whether and under what circumstances the securities comprising the units may be separately
traded; |
| |
● |
the
terms and conditions applicable to the units, including a description of the terms of any applicable unit agreement governing the
units; and |
| |
● |
a
description of the provisions for the payment, settlement, transfer or exchange of the units. |
The
provisions described in this section, as well as those set forth in any prospectus supplement or as described under “Description
of Common Stock,” “Description of Preferred Stock,” “Description of Debt Securities,” “Description
of Warrants” and “Description of Rights” will apply to each unit, as applicable, and to any common stock, preferred
stock, debt security, warrant, or right included in each unit, as applicable.
Unit
Agent
The
name and address of the unit agent for any units we offer will be set forth in the applicable prospectus supplement.
Issuance
in Series
We
may issue units in such amounts and in such numerous distinct series as we may determine.
Enforceability
of Rights by Holders of Units
Each
unit agent will act solely as our agent under the applicable unit agreement and will not assume any obligation or relationship of agency
or trust with any holder of any unit. A single bank or trust company may act as unit agent for more than one series of units. A unit
agent will have no duty or responsibility in case of any default by us under the applicable unit agreement or unit, including any duty
or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a unit may, without the
consent of the related unit agent or the holder of any other unit, enforce by appropriate legal action its rights as holder under any
security included in the unit.
PLAN
OF DISTRIBUTION
The
securities covered by this prospectus may be offered and sold from time to time pursuant to one or more of the following methods:
| |
● |
through
agents; |
| |
● |
to
or through underwriters; |
| |
● |
to
or through broker-dealers (acting as agent or principal); |
| |
● |
in
“at the market offerings” within the meaning of Rule 415(a)(4) of the Securities Act, to or through a market maker or
into an existing trading market, on an exchange, or otherwise; |
| |
● |
directly
to purchasers, through a specific bidding or auction process or otherwise; or |
| |
● |
through
a combination of any such methods of sale. |
Agents,
underwriters or broker-dealers may be paid compensation for offering and selling the securities. That compensation may be in the form
of discounts, concessions or commissions to be received from us, from the purchasers of the securities or from both us and the purchasers.
Any underwriters, dealers, agents or other investors participating in the distribution of the securities may be deemed to be “underwriters,”
as that term is defined in the Securities Act, and compensation and profits received by them on sale of the securities may be deemed
to be underwriting commissions, as that term is defined in the rules promulgated under the Securities Act.
Each
time securities are offered by this prospectus, the prospectus supplement, if required, will set forth:
| |
● |
the
name of any underwriter, dealer or agent involved in the offer and sale of the securities; |
| |
● |
the
terms of the offering; |
| |
● |
any
discounts concessions or commissions and other items constituting compensation received by the underwriters, broker-dealers or agents; |
| |
● |
any
over-allotment option under which any underwriters may purchase additional securities from us; and |
| |
● |
any
initial public offering price. |
The
securities may be sold at a fixed price or prices, which may be changed, at market prices prevailing at the time of sale, at prices relating
to the prevailing market prices or at negotiated prices. The distribution of securities may be affected from time to time in one or more
transactions, by means of one or more of the following transactions, which may include cross or block trades:
| |
● |
transactions
on the NASDAQ Capital Market or any other organized market where the securities may be traded; |
| |
● |
in
the over-the-counter market; |
| |
● |
in
negotiated transactions; |
| |
● |
under
delayed delivery contracts or other contractual commitments; or |
| |
● |
a
combination of such methods of sale. |
If
underwriters are used in a sale, securities will be acquired by the underwriters for their own account and may be resold from time to
time in one or more transactions. Our securities may be offered to the public either through underwriting syndicates represented by one
or more managing underwriters or directly by one or more firms acting as underwriters. If an underwriter or underwriters are used in
the sale of securities, an underwriting agreement will be executed with the underwriter or underwriters at the time an agreement for
the sale is reached. This prospectus and the prospectus supplement will be used by the underwriters to resell the shares of our securities.
If
5% or more of the net proceeds of any offering of our securities made under this prospectus will be received by a FINRA member participating
in the offering or affiliates or associated persons of such FINRA member, the offering will be conducted in accordance with FINRA Rule
5121.
To
comply with the securities laws of certain states, if applicable, the securities offered by this prospectus will be offered and sold
in those states only through registered or licensed brokers or dealers.
Agents,
underwriters and dealers may be entitled to indemnification by us against specified liabilities, including liabilities incurred under
the Securities Act, or to contribution by us to payments they may be required to make in respect of such liabilities. The prospectus
supplement will describe the terms and conditions of such indemnification or contribution. Some of the agents, underwriters or dealers,
or their respective affiliates, may be customers of, engage in transactions with or perform services for us in the ordinary course of
business. We will describe in the prospectus supplement naming the underwriter the nature of any such relationship.
Certain
persons participating in the offering may engage in over-allotment, stabilizing transactions, short-covering transactions and penalty
bids in accordance with Regulation M under the Exchange Act. We make no representation or prediction as to the direction or magnitude
of any effect that such transactions may have on the price of the securities. For a description of these activities, see the information
under the heading “Underwriting” in the applicable prospectus supplement.
LEGAL
MATTERS
Unless
otherwise indicated in the applicable prospectus supplement, certain legal matters in connection with the offering and the validity of
the securities offered by this prospectus, and any supplement thereto, will be passed upon by Fox Rothschild LLP, Minneapolis, MN.
EXPERTS
Our
consolidated financial statements as of March 31, 2021 and 2020 and for the years then ended, have been audited by Assurance Dimensions
Inc., an independent registered public accounting firm, as set forth in its report incorporated by reference and are included in reliance
upon such report on the authority of such firm as experts in accounting and auditing.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
SEC allows us to “incorporate by reference” the information we file with them into this prospectus. This means that we can
disclose important information about us and our financial condition to you by referring you to another document filed separately with
the SEC instead of having to repeat the information in this prospectus. The information incorporated by reference is considered to be
part of this prospectus and later information that we file with the SEC will automatically update and supersede this information. This
prospectus incorporates by reference any future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act,
between the date of the initial registration statement and prior to effectiveness of the registration statement and the documents listed
below that we have previously filed with the SEC:
| |
● |
our
Annual Report on Form 10-K for the year ended March 31, 2021 filed with the SEC on June 29, 2021; |
| |
● |
our
Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 filed with the SEC on August 16, 2021; |
| |
● |
our
Quarterly Report on Form 10-Q-A for the quarter ended June 30, 2021 filed with the SEC on August 18, 2021; |
| |
● |
our
Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 filed with the SEC on November 15, 2021; |
| |
● |
our
Quarterly Report on Form 10-Q for the quarter ended December 31, 2021 filed with the SEC on February 10, 2022; |
| |
● |
our
Current Reports on Form 8-K, filed with the SEC on July 12, 2021, August 16, 2021, September 14, 2021, November 10, 2021, November 15, 2021, January 3, 2022, and February 10, 2022 (other than portions of those documents furnished or not otherwise deemed to be
filed); and |
| |
● |
the
description of our common stock contained in the registration statement on Form 8-A, dated August 5, 2021, File No. 001-40715, and
any other amendment or report filed for the purpose of updating such description. |
We
also incorporate by reference all documents that we file with the SEC on or after the effective time of this prospectus pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act and prior to the sale of all the securities registered hereunder or the termination of
the registration statement. Nothing in this prospectus shall be deemed to incorporate information furnished but not filed with the SEC.
Any
statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference in this prospectus shall
be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in the applicable
prospectus supplement or in any other subsequently filed document that also is or is deemed to be incorporated by reference modifies
or supersedes the statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute
a part of this prospectus.
You
may request a copy of the filings incorporated herein by reference, including exhibits to such documents that are specifically incorporated
by reference, at no cost, by writing or calling us at the following address or telephone number:
PetVivo
Holdings, Inc.
5251
Edina Industrial Blvd.
Edina,
MN 55439
(952)
405-6216
Attn:
John Dolan, Secretary
Statements
contained in this prospectus as to the contents of any contract or other documents are not necessarily complete, and in each instance
you are referred to the copy of the contract or other document filed as an exhibit to the registration statement or incorporated herein,
each such statement being qualified in all respects by such reference and the exhibits and schedules thereto.
WHERE
YOU CAN FIND MORE INFORMATION
This
prospectus is part of a registration statement on Form S-3 that we filed with the SEC registering the securities that may be offered
and sold hereunder. The registration statement, including exhibits thereto, contains additional relevant information about us and these
securities, as permitted by the rules and regulations of the SEC, we have not included in this prospectus. A copy of the registration
statement can be obtained at the address set forth below or at the SEC’s website as noted below. You should read the registration
statement, including any applicable prospectus supplement, for further information about us and these securities.
We
file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the
public over the Internet at the SEC’s website at http:/www.sec.gov. You may also read and copy any document we file at the SEC’s
public reference room, 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the
operation of the public reference room. Because our common stock is listed on the NASDAQ Capital Market, you may also inspect reports,
proxy statements and other information at the offices of the NASDAQ Capital Market.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
| Item
14. |
Other
Expenses of Issuance and Distribution. |
The
following table sets forth all expenses payable by us in connection with the offering of our securities being registered hereby. All
amounts shown are estimates except the SEC registration fee.
| SEC registration fee | |
| $9,270.00 | |
| Legal fees and expenses | |
| * | |
| Accounting fees and expenses | |
| * | |
| Printing and miscellaneous expenses | |
| * | |
| | |
| | |
| Total expenses | |
$ | * | |
*
These fees will depend on the type of securities offered and number of offerings and, therefore,
cannot be estimated at this time. In accordance with Rule 430B under the Securities
Act, additional information regarding estimated fees and expenses will be provided at the time
information as to an offering is included in a prospectus supplement.
| Item
15. |
Indemnification
of Directors and Officers. |
Nevada
Revised Statutes (“NRS”) Section 78.7502 provides that a corporation shall indemnify any director, officer, employee
or agent of a corporation against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with
any the defense to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise
in defense of any action, suit or proceeding referred to Section 78.7502(1) or 78.7502(2), or in defense of any claim, issue or matter
therein.
NRS
78.7502(1) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in
the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with the action, suit or proceeding if he: (a) is not liable pursuant to NRS 78.138;
or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
NRS
Section 78.7502(2) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason
of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses,
including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense
or settlement of the action or suit if he: (a) is not liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim,
issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals there
from, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court
in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the
circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
NRS
Section 78.747 provides that except as otherwise provided by specific statute, no director or officer of a corporation is individually
liable for a debt or liability of the corporation, unless the director or officer acts as the alter ego of the corporation. The court
as a matter of law must determine the question of whether a director or officer acts as the alter ego of a corporation.
Our
articles of incorporation, as amended and bylaws, as amended, provide that we shall indemnify our directors, officers, employees and
agents to the full extent permitted by NRS, including in circumstances in which indemnification is otherwise discretionary under such
law.
These
indemnification provisions may be sufficiently broad to permit indemnification of our officers, directors and other corporate agents
for liabilities (including reimbursement of expenses incurred) arising under the Securities Act of 1933.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons
of our company pursuant to the foregoing provisions, or otherwise, we have been informed that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.
We
have the power to purchase and maintain insurance on behalf of any person who is or was one of our directors or officers, or is or was
serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other business
against any liability asserted against the person or incurred by the person in any of these capacities, or arising out of the person’s
fulfilling one of these capacities, and related expenses, whether or not we would have the power to indemnify the person against the
claim under the provisions of the NRS. We currently maintain director and officer liability insurance on behalf of our directors and
officers.
| Item
16. |
Exhibits
and Financial Schedule |
See
the Exhibit Index attached to this registration statement and incorporated herein by reference.
The
undersigned registrant hereby undertakes:
| |
(1) |
To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i)
to include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)
to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth
in this registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total
dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective registration statement; and
(iii)
to include any material information with respect to the plan of distribution not previously disclosed in this registration statement
or any material change to such information in this registration statement;
provided,
however, that paragraphs (1)(i), (1)(ii) and (1)(iii) do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act, that are incorporated by reference in this registration statement, or is contained in
a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement.
| (2) | That,
for the purposes of determining any liability under the Securities Act, each post-effective
amendment shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at the time shall be deemed to be the initial
bona fide offering thereof. |
| (3) | To
remove from registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering. |
| (4) | That,
for the purpose of determining liability under the Securities Act to any purchaser: |
(i)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the registration statement; and
(ii)
Each prospectus is required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required
by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of
the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering
described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter,
such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement
to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of
the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify
any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such
document immediately prior to such effective date.
| (5) | That,
for the purpose of determining liability of a Registrant under the Securities Act to any
purchaser in the initial distribution of the securities: |
The
undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold
to such purchaser by means of any of the following communications the undersigned Registrant will be a seller to the purchaser and will
be considered to offer or sell such securities to such purchaser:
(i)
any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule
424;
(ii)
any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by
the undersigned Registrant;
(iii)
the portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant
or its securities provided by or on behalf of the undersigned Registrant; and
(iv)
any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
| (6) | The
undersigned registrant hereby undertakes that: |
(i)
For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared
effective.
(ii)
For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
The
Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s
annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be
deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the indemnification provisions described herein, or otherwise, the Registrant has been advised that in the
opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized in Minneapolis, Minnesota, on May 4, 2022.
| |
PETVIVO
HOLDINGS INC. |
| |
|
| |
By: |
/s/
John Lai |
| |
|
John
Lai |
| |
|
Chief
Executive Officer |
POWER
OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of John Lai and Robert J. Folkes,
his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and his name, place and
stead, in any and all capacities, to sign any or all amendments (including pre-effective and post-effective amendments) to this registration
statement, and to file the same, with all exhibits thereto and other documents in connection therewith, including any Registration Statement
filed pursuant to Rule 462(b) under the Securities Act of 1933, with the SEC, granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent
or any of his substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities
and on the dates indicated.
| Name |
|
Position |
|
Date |
| |
|
|
|
|
| /s/
John Lai |
|
Chief Executive Officer, President and Director |
|
May
4, 2022 |
| John
Lai |
|
(Principal
Executive Officer) |
|
|
| |
|
|
|
|
| /s/
Robert J. Folkes |
|
Chief
Financial Officer |
|
May
4, 2022 |
| Robert
J. Folkes |
|
(Principal
Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| /s/
Gregory Cash |
|
Chairman |
|
May
4, 2022 |
| Gregory
Cash |
|
|
|
|
| |
|
|
|
|
| /s/
David Deming |
|
Director |
|
May
4, 2022 |
| David
Deming |
|
|
|
|
| |
|
|
|
|
| /s/
Joseph Jasper |
|
Director |
|
May
4, 2022 |
| Joseph
Jasper |
|
|
|
|
| |
|
|
|
|
| /s/
Scott Johnson |
|
Director |
|
May
4, 2022 |
| Scott
Johnson |
|
|
|
|
| |
|
|
|
|
| /s/
James Martin |
|
Director |
|
May
4, 2022 |
| James
Martin |
|
|
|
|
| |
|
|
|
|
| /s/
Robert Rudelius |
|
Director |
|
May
4, 2022 |
| Robert
Rudelius |
|
|
|
|
EXHIBIT
INDEX
| * |
To
be filed, if applicable, by amendment or as an exhibit to a report filed pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended, and incorporated herein by reference. |
| ** |
Filed
herewith |
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