U.S. SECURITIES

AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Mark One

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission File No. 001-40715

PetVivo Holdings, Inc.

(Name of small business issuer in its charter)

Nevada

99-0363559

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

5151 Edina Industrial Blvd Suite 575

Edina, Minnesota 55439

(Address of principal executive offices)

(952) 405-6216

(Issuer’s telephone number)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001	PETV	The Nasdaq Stock Market LLC
Warrants to purchase Common Stock	PETVW	The Nasdaq Stock Market LLC

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

Common Stock, $0.001

(Title of Class)

Indicate by check mark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:

Class

Outstanding as of February 14, 2025

Common Stock, $0.001

Preferred Stock (Series A), $0.001

22,201,784

3,045,000

PETVIVO HOLDINGS, INC.

FORM 10-Q

FOR THE PERIOD ENDED December 31, 2024

INDEX

		Page

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		3

PART I. FINANCIAL INFORMATION		4

Item 1.	Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Qualitative and Quantitative Disclosures About Market Risk	34
Item 4.	Controls and Procedures	34

PART II. OTHER INFORMATION		34

Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 3.	Defaults Upon Senior Securities	35
Item 4.	Mine Safety Disclosure	35
Item 5.	Other information	35
Item 6.	Exhibits	36

SIGNATURES		37

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of PetVivo Holdings, Inc. (the “Company”), to be materially different from future results, performance, or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies, and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that the projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in “Risk Factors” included in documents we file from time to time with the U.S. Securities and Exchange Commission (the “SEC’), including our Annual Report on Form 10-K for our fiscal year ended March 31, 2024, (“2023 10-K Report”) and risks described in other SEC filings. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

PART I.

ITEM 1. FINANCIAL STATEMENTS

PETVIVO HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

	December 31, 2024			March 31, 2024
		(Unaudited)
Assets:
Current Assets
Cash and cash equivalents	$	28,891		$	87,403
Accounts receivable		493,121			18,669
Inventory, net (Note 3)		353,307			390,076
Prepaid expenses and other assets (Note 4)		351,510			545,512
Total Current Assets		1,226,829			1,041,660

Property and Equipment, net (Note 5)		770,267			821,656

Other Assets:
Operating lease right-of-use		1,055,150			1,194,348
Trademark and patents, net (Note 6)		25,104			30,099
Security deposit		34,990			27,490
Total Other Assets		1,115,244			1,251,937
Total Assets	$	3,112,340		$	3,115,253

Liabilities and Stockholders’ Equity (Deficit):

Current Liabilities
Accounts payable	$	1,028,679		$	821,230
Accrued expenses and other payables		410,056			243,030
Operating lease liability – short term		191,766			190,589
Note payable and accrued interest		1,305,813			157,521
Total Current Liabilities		2,936,314			1,412,370
Other Liabilities
Operating lease liability (net of current portion)		863,384			1,003,759
Note payable and accrued interest (net of current portion)		7,423			13,171
Total Other Liabilities		870,807			1,016,930
Total Liabilities		3,807,121			2,429,300
Commitments and Contingencies (see Note 10)		-			-
Stockholders’ Equity (Deficit):
Series A Convertible Preferred Stock, par value $0.001, 20,000,000 shares authorized, 3,045,000 and zero issued and outstanding at December 31, 2024 and March 31, 2024, respectively		3,045			-
Common Stock, par value $0.001, 250,000,000 shares authorized, 21,251,784 and 17,058,620 issued and outstanding at December 31, 2024 and March 31, 2024, respectively		21,252			17,059
Additional Paid-In Capital		88,059,840			83,468,218
Accumulated Deficit		(88,778,918	)		(82,799,324	)
Total Stockholders’ Equity (Deficit)		(694,781	)		685,953
Total Liabilities and Stockholders’ Equity (Deficit)	$	3,112,340		$	3,115,253

The accompanying condensed notes are an integral part of these unaudited consolidated financial statements

PETVIVO HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	2024			2023			2024			2023
	Three Months Ended December 31,						Nine Months Ended December 31,
	2024			2023			2024			2023
Revenues	$	583,313		$	595,891		$	907,783		$	920,440

Cost of Sales		61,497			62,569			95,653			96,646
Gross Profit		521,816			533,322			812,130			823,794

Operating Expenses:

Sales and Marketing		723,461			1,032,575			1,878,180			3,053,184
Research and Development		371,953			351,584			1,224,642			1,004,780
General and Administrative		1,184,807			1,282,787			3,685,186			4,737,374

Total Operating Expenses		2,280,221			2,666,946			6,788,008			8,795,338

Operating Loss		(1,758,405	)		(2,133,624	)		(5,975,878	)		(7,971,544	)

Other (Expense) Income
Loss on Extinguishment of Debt		-			-			-			(534,366	)
Settlement Expense		-			-			-			(180,000	)
Gain on extinguishment of payables		-			385,874			-			385,874
Other Income (Expense)		25,745			-			25,745			-
Interest (Expense) Income		(24,378	)		(2,098	)		(29,461	)		(4,542	)

Total Other (Expense) Income		1,367			383,776			(3,716	)		(333,034	)

Loss before taxes		(1,757,038	)		(1,749,848	)		(5,979,594	)		(8,304,578	)

Income Tax Provision		-			-			-			-

Net Loss	$	(1,757,038	)	$	(1,749,848	)	$	(5,979,594	)	$	(8,304,578	)

Net Loss Per Share:
Basic and Diluted	$	(0.09	)	$	(0.12	)	$	(0.30	)	$	(0.64	)

Weighted Average Common Shares Outstanding:
Basic and Diluted		20,632,921			14,271,530			19,786,608			12,976,851

The accompanying condensed notes are an integral part of these unaudited consolidated financial statements.

PETVIVO HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

(UNAUDITED)

Three and Nine Months Ended December 31, 2024

	Shares		Amount		Shares		Amount		Capital			Deficit			be Issued		Total
	Common Stock				Preferred Stock				Additional Paid-in			Accumulated			Common Stock to
	Shares		Amount		Shares		Amount		Capital			Deficit			be Issued		Total
Balance at March 31, 2024		17,058,620	$	17,059		-		-	$	83,468,218		$	(82,799,324	)		-	$	685,953
Common stock sold		1,889,434		1,889		-		-		1,320,711			-			-		1,322,600
Conversion of debt and interest to common stock		430,798		431		-		-		301,127			-			-		301,558
Stock issued for services		376,000		376		-		-		213,784			-			-		214,160
Stock-based compensation		-		-		-		-		352,295			-			-		352,295
Vesting of restricted stock units		150,000		150		-		-		(150	)		-			-		-
Net loss		-		-		-		-		-			(2,047,063	)		-		(2,047,063	)
Balance at June 30, 2024		19,904,852	$	19,905		-	$	-	$	85,655,985		$	(84,846,387	)		-	$	829,503
Preferred stock sold		-		-		3,045,000		3,045		1,214,955			-			-		1,218,000
Stock issued for services		120,000		120		-		-		55,900			-			-		56,020
Common stock in lieu of compensation		-		-		-		-		-			-			132,000		132,000
Stock-based compensation		-		-		-		-		349,141			-			-		349,141
Vesting of restricted stock units		42,312		42		-		-		(42	)		-			-		-
Net loss													(2,175,493	)		-		(2,175,493	)
Balance at September 30, 2024		20,067,164	$	20,067		3,045,000