{"url_path":"/sec/petv/8-k/2026-06-25/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-25","source_url":"https://www.sec.gov/Archives/edgar/data/1512922/0001493152-26-030193-index.html","accession_number":"0001493152-26-030193","cik":"0001512922","ticker":"PETV","issuer_name":"PetVivo Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1512922/0001493152-26-030193-index.html","primary_entity_key":"0001512922","primary_entity_name":"PetVivo Holdings, Inc."},"word_count":750,"has_tables":true,"body_markdown":"**Item\n1.01 Entry into a Material Definitive Agreement**\n\n \n\nOn\nJune 24, 2026, PetVivo Holdings, Inc. (the “Company”), PBM Acquisition Sub, Inc., a wholly-owned subsidiary of the Company\n(“Merger Sub”), Cosmeta Corp., a wholly-owned subsidiary of the Company (“Operating Entity”), PiezoBioMembrane,\nInc., a Delaware corporation (“PBM”), and the shareholders of PBM entered into an Agreement and Plan of Merger (the “Merger\nAgreement”), pursuant to which Merger Sub will merge with and into PBM, with PBM surviving the merger as the surviving corporation\nand, immediately following the Closing, becoming a wholly-owned subsidiary of Cosmeta Corp. and an indirect wholly-owned subsidiary of\nthe Company (the “Merger”).\n\n \n\nSubject\nto the terms and conditions of the Merger Agreement, at the effective time of the Merger, the outstanding equity interests of PBM shall\nbe converted into the right to receive an aggregate of 3,000,000 shares of the Company’s restricted common stock (the “Exchange\nShares”), allocated among the PBM shareholders in accordance with the shareholder ledger attached to the Merger Agreement.\n\n \n\nThe\nExchange Shares allocated to certain passive investor shareholders of PBM (the “Investor Shareholders”) shall be issued at\nClosing and shall be fully vested upon issuance, subject only to applicable securities law restrictions. Following the issuance of all\nExchange Shares allocated to the Investor Shareholders, the remaining portion of the first 1,500,000 Exchange Shares shall be issued\nat Closing and fully vested to certain operating shareholders of PBM (the “Operator Shareholders”) on a pro rata basis in\naccordance with the shareholder ledger. The balance of the Exchange Shares allocated to the Operator Shareholders (the “Milestone\nShares”) shall be issued at Closing but shall remain subject to forfeiture upon the failure to achieve certain development and\nregulatory milestones set forth in the Merger Agreement and the related vesting agreements.\n\n \n\nThe\nMilestone Shares may be retained by the applicable Operator Shareholders upon the achievement of specified milestones, including the\ncompletion of a Statement of Work for product development activities, the completion of regulatory planning and related development activities,\nand the receipt of regulatory authorization permitting commencement of clinical development activities, in each case as further described\nin the Merger Agreement and the applicable vesting agreements.\n\n \n\nAs\na condition to Closing, PBM is required to satisfy certain closing obligations, including the payment or satisfaction of specified liabilities\nand obligations identified in the Merger Agreement. In addition, all outstanding preferred stock, SAFEs, options, warrants, convertible\nsecurities, and other rights to acquire PBM equity must be converted, exercised, cancelled, settled, or otherwise reflected in the capitalization\nof PBM prior to Closing.\n\n \n\nPursuant\nto the Merger Agreement, all intellectual property and general intangibles owned, controlled, licensed, developed, held for use, or used\nby PBM immediately prior to Closing, including patents, patent applications, trademarks, service marks, trade names, copyrights, domain\nnames, software, source code, trade secrets, know-how, formulations, biomaterials, technical information, clinical information, regulatory\nmaterials, regulatory filings, manufacturing information, inventions, discoveries, improvements, works of authorship, data, documentation,\nlicenses, development materials, research materials, goodwill and related intellectual property rights and general intangible assets,\nshall remain assets of PBM following the Closing. Following the Closing, PBM will operate as a wholly-owned subsidiary of Cosmeta Corp.,\nand the Company expects Cosmeta Corp. to serve as the primary operating entity for the development, commercialization, licensing, manufacturing,\nand management of the intellectual property, technologies, products, and business opportunities acquired through the Merger.\n\n \n\nThe\nMerger Agreement also contemplates the continued engagement of certain key PBM personnel pursuant to consulting, advisory, and service\narrangements designed to support the continued development, regulatory advancement, and commercialization of PBM’s technology platform.\n\n \n\n \n\n \n\n \n\nThe\nClosing of the Merger is subject to customary closing conditions, including, among other things, the completion of due diligence,\nthe accuracy of representations and warranties, compliance with covenants, execution of vesting agreements by the Operator\nShareholders, satisfaction of the closing obligations, the conversion or settlement of outstanding PBM securities, and the\nCompany’s completion of an equity financing resulting in gross proceeds of not less than $5.0 million.\n\n \n\nThe\nMerger Agreement contains customary representations, warranties, covenants, indemnification provisions, and termination rights of the\nparties.\n\n \n\nThe\nforegoing description of the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement,\na copy of which the Company intends to file as an exhibit to a subsequent periodic report filed with the Securities and Exchange Commission.\nThe Company intends to redact certain confidential portions of the Merger Agreement upon filing because such confidential portions are\nnot material and would be competitively harmful to the Company if publicly disclosed."}