{"url_path":"/sec/petv/10-k/2026/item-13","section_key":"item-13","section_title":"Item 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-29","source_url":"https://www.sec.gov/Archives/edgar/data/1512922/0001493152-26-031136-index.html","accession_number":"0001493152-26-031136","cik":"0001512922","ticker":"PETV","issuer_name":"PetVivo Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1512922/0001493152-26-031136-index.html","primary_entity_key":"0001512922","primary_entity_name":"PetVivo Holdings, Inc."},"word_count":782,"has_tables":true,"body_markdown":"**ITEM\n13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE**\n\n** **\n\nThe\nfollowing is a summary of the transactions since April 1, 2020 between the Company and its executive officers, directors, nominees for\ndirectors, principal shareholders, and related parties involving amounts in excess of $120,000 or that the Company has chosen to voluntarily\ndisclose.\n\n \n\n**David\nMasters**\n\n** **\n\n*Note\nand Settlement Agreement*\n\n* *\n\nEffective\nSeptember 1, 2020, the Company entered into two debt settlement agreements with David B. Masters, a director of the Company, pursuant\nto (i) an Amendment to Promissory Note (“Amendment”) which amended certain outstanding promissory notes dated September 5,\n2013, February 11, 2014, and August 14, 2014 (collectively, the “Outstanding Notes”) issued by Gel-Del, the Company’s\nwholly-owned subsidiary, with an aggregate amount owed of $65,700 and (ii) a Promissory Note (“Note”) having a principal\namount of $195,000, which represents accrued salary owed to Dr. Masters. The Amendment extends, for up to an additional two years and\nunder the same terms as originally entered into, the Outstanding Notes. The Company also entered into a Settlement and General Release\n(“Settlement Agreement”) with Dr. Masters that provides for the settlement and general release of any and all past claims,\ndemands, damages, judgements, causes of action and liabilities that Dr. Masters may have had, may currently have or may acquire against\nthe Company and its subsidiaries, including, but not limited to any claims related to (a) the ownership, operation, business, or financial\ncondition of Company or its business, (b) any promissory note, loan, contract, agreement or other arrangement, whether verbal or written,\nincluding all unpaid interest charges, late fees, penalties or any other charges thereon, entered into or established between Dr. Masters\nand his affiliates and the Company on or prior to the September 1, 2020 or (c) the employment of Dr. Masters by the Company (except for\nclaims directly relating to the breach of the Amendment, the Note or the Consulting Agreement).\n\n \n\nEffective\nOctober 15, 2020, we entered into a note conversion agreement with David B. Masters in which he agreed to convert his Promissory Note\nhaving an outstanding principal amount of $192,500 plus a conversion fee of $3,500 into units (the “Units”) consisting of\none share of the Company’s common stock and one warrant to purchase one share of Common Stock, as part of the Company’s public\noffering of Units.\n\n \n\nAt\nthe closing of the Company’s public offering on August 13, 2021, the Note was converted into 43,556 Units, which consisted of 43,556\nshares of the Company’s common stock and warrant to purchase 43,556 shares of our common stock. The warrants have an exercise price\nof $5.625 per share and expire on August 13, 2026. The Company also repaid the outstanding balance under the Amendment, which was $25,954\nas of the closing date of the public offering.\n\n \n\nDavid\nMasters, a former employee, board member, and consultant to the Company, has threatened to file suit against the Company to recover in\nexcess of $2 million. Masters’ threatened litigation relates to allegations that the Company promised him additional compensation,\nshares, warrants, and future employment while he was associated with the Company. The Company mediated these claims with Masters in 2022\nand executed a mediated settlement agreement resolving these claims for a one-time payment of $180,000, to be effective upon execution\nof a long form agreement containing these and other settlement terms. The parties appointed the mediator as arbitrator to resolve any\ndisputes arising during the drafting of the long form agreement on commercially reasonable terms. In early 2023, Masters commenced arbitration\nto have certain terms in the long form agreement decided. The arbitrator issued an award setting the final terms of the agreement.\n\n \n\nIn\nSeptember 2023, Masters executed the long-term agreement, and the Company recorded a settlement expense of $180,000. The settlement was\npaid in October 2023.\n\n \n\n44\n\n \n\n \n\n**John\nLai**\n\n** **\n\nOn\nDecember 16, 2019, PetVivo, John Lai, Wesley Hayne, and Edward Wink entered into an escrow agreement (“Escrow Agreement”)\nwhich replaced the prior escrow agreement dated June 7, 2017 between the parties. Pursuant to the Escrow Agreement, the escrow agent\nheld 254,018 shares of the Company’s common stock registered in the name of Mr. Lai in escrow, which shares would be released when\n(i) PetVivo obtains equity financing in an amount of at least $5 million and (ii) PetVivo’s listed on Nasdaq, the New York Stock\nExchange, or an equivalent securities exchange. This condition was met on August 13, 2021, and the shares were released to Mr. Lai.\n\n \n\nIn\nMay 2021, Mr. Lai converted 42,188 warrants into common stock with an exercise and conversion price of $1.33 per share into 36,915 shares\nof our common stock on a cashless basis pursuant to the warrants’ cashless conversion feature."}