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 September 30, 2025

☐ 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	OTC Markets Group, Inc. (OTCQX)
Warrants to purchase Common Stock	PETVW	OTC Markets Group, Inc. (OTCID)

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 November 14, 2025
Common Stock, $0.001		33,580,630

PETVIVO HOLDINGS, INC.

FORM 10-Q

FOR THE PERIOD ENDED September 30, 2025

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	25
Item 3.	Qualitative and Quantitative Disclosures About Market Risk	31
Item 4.	Controls and Procedures	31

PART II. OTHER INFORMATION		32

Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32
Item 3.	Defaults Upon Senior Securities	33
Item 4.	Mine Safety Disclosure	33
Item 5.	Other information	33
Item 6.	Exhibits	34

SIGNATURES		35

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, 2023, (“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

(UNAUDITED)

	September 30, 2025			March 31, 2025

Assets:
Current Assets
Cash	$	767,914		$	227,689
Accounts receivable, net of allowance for credit losses		137,999			60,573
Subscriptions receivable		-			4,400,000
Inventory (Note 2)		578,293			323,504
Investments		150,000			150,000
Prepaid expenses and other assets (Note 3)		475,517			447,801
Total Current Assets		2,109,723			5,609,567

Property and Equipment, net (Note 4)		482,885			766,874

Other Assets:
Operating lease right-of-use		86,318			961,539
Patents and trademarks, net (Note 5)		21,624			23,725
Licensing Agreements, net (Note 6)		2,544,889			1,950,000
Security deposit		12,830			27,490
Total Other Assets		2,665,661			2,962,754
Total Assets	$	5,258,269		$	9,339,195

Liabilities and Stockholders’ Equity:

Current Liabilities
Accounts payable	$	370,243		$	821,081
Accrued expenses (Note 7)		618,736			948,554
Operating lease liabilities – current portion		63,715			163,834
Notes payable and accrued interest – current portion (Note 8)		-			312,865
Convertible notes payable and accrued interest, net of debt discount of $0 and $149,644 (Note 9)		-			1,622,377
Derivative liabilities		-			448,089
Total Current Liabilities		1,052,694			4,316,800
Other Liabilities
Operating lease liabilities (net of current portion)		22,603			797,705
Notes payable and accrued interest (net of current portion) (Note 9)		-			5,442
Total Other Liabilities		22,603			803,147
Total Liabilities		1,075,297			5,119,947

Commitments and Contingencies (see Note 11)		-			-
Stockholders’ Equity: (Note 13)
Preferred Stock, par value $0.001, 20,000,000 shares authorized:
Series A Preferred stock: 0 and 3,045,000 shares issued and outstanding at September 30, 2025 and March 31, 2025		-			3,045
Series B Preferred stock: 5,000,000 shares issued and outstanding at September 30, 2025 and March 31, 2025		5,000			5,000
Preferred stock value		5,000			5,000
Common Stock, par value $0.001, 250,000,000 shares authorized, 32,954,679 and 24,181,537 issued and outstanding at September 30, 2025 and March 31, 2025, respectively		32,955			24,182
Additional Paid-In Capital		100,815,956			95,385,511
Accumulated Deficit		(96,670,939	)		(91,198,490	)
Total Stockholders’ Equity		4,182,972			4,219,248
Total Liabilities and Stockholders’ Equity	$	5,258,269		$	9,339,195

See accompanying notes to these unaudited condensed consolidated financial statements.

PETVIVO HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


	Three Months Ended September 30,						Six Months Ended September 30,
	2025			2024			2025			2024
Revenues	$	303,284		$	200,720		$	600,784		$	324,470

Cost of Sales		83,226			21,162			194,000			34,156
Gross Profit		220,058			179,558			406,784			290,314

Operating Expenses:

Sales and Marketing		787,262			620,307			1,408,974			1,154,720
Research and Development		261,433			465,174			601,946			852,689
General and Administrative		1,236,730			1,267,117			2,305,548			2,500,378

Total Operating Expenses		2,285,425			2,352,598			4,316,468			4,507,787

Operating Loss		(2,065,367	)		(2,173,040	)		(3,909,684	)		(4,217,473	)

Other (Expense) Income
Loss on Disposal of Assets		-			-			(149,125	)		-
Unrealized Loss on Change in Derivative Liabilities		-			-			(320,404	)		-
Other Income		-			-			111,518			-
Interest Income		-			-			13,099			-
Interest Expense		(942,442	)		(2,453	)		(1,064,250	)		(5,083	)

Total Other Income (Expense)		(942,442	)		(2,453	)		(1,409,162	)		(5,083	)

Loss before taxes		(3,007,809	)		(2,175,493	)		(5,318,846	)		(4,222,556	)

Income Tax Provision		-			-			-			-

Net Loss		(3,007,809	)		(2,175,493	)		(5,318,846	)		(4,222,556	)
Less: Series B Preferred Stock Dividends		(125,000	)		-			(153,603	)		-
Net Loss Available to Common Stockholders	$	(3,132,809	)	$	(2,175,493	)	$	(5,472,449	)	$	(4,222,556	)

Net Loss Per Share:
Basic and Diluted	$	(0.11	)	$	(0.11	)	$	(0.21	)	$	(0.22	)

Weighted Average Common Shares Outstanding:
Basic and Diluted		27,579,136			20,099,095			25,949,915			19,395,401

See accompanying notes to these unaudited condensed consolidated financial statements.

PETVIVO HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(UNAUDITED)

Three and Six Months Ended September 30, 2025

	Shares		Amount		Shares			Amount			Shares		Amount		Capital			Deficit			Total
	Common Stock				Series A Preferred Stock						Series B Preferred Stock				Additional Paid-in			Accumulated
	Shares		Amount		Shares			Amount			Shares		Amount		Capital			Deficit			Total
Balance at March 31, 2025		24,181,537	$	24,182		3,045,000		$	3,045			5,000,000	$	5,000	$	95,385,511		$	(91,198,490	)	$	4,219,248
Common stock issued for services		60,000		60		-			-			-		-		40,360			-			40,420
Common stock issued for conversion of A/P		8,000		8		-			-			-		-		5,992						6,000
Warrant exercise		70,000		70		-			-			-		-		139,930			-			140,000
Stock based compensation		-		-		-			-			-		-		133,197			-			133,197
Vesting of restricted stock units		82,657		82		-			-			-		-		(82	)		-			-
Dividends declared on Series B preferred stock		-		-		-			-			-		-		-			(28,603	)		(28,603	)
Beneficial Conversion Feature		-		-		-			-			-		-		763,259			-			763,259
Reclass. of fair value of derivative liability		-		-		-			-			-		-		768,493			-			768,493
Net loss		-		-		-			-			-		-		-			(2,311,037	)		(2,311,037	)
Balance at June 30, 2025		24,402,194	$	24,402		3,045,000		$	3,045			5,000,000	$	5,000	$	97,236,660		$	(93,538,130	)	$	3,730,977
Common stock issued for services		19,372		19		-			-			-		-		14,981			-			15,000
Common stock issued to employees for compensation		707,669		708		-			-			-		-		557,953			-			558,660
Conversion of Series A Preferred to common stock		3,045,000		3,045		(3,045,000	)		(3,045	)		-		-		-			-			-
Conversion of accrued dividends to common stock		38,138		38		-			-			-		-		28,565			-			28,604
Common stock issued for licensing agreement		1,000,000		1,000		-			-			-		-		799,000			-			800,000
Vesting of restricted stock units		72,500		73		-			-			-		-		(73	)		-			-
Common stock issued for conversion of debt		3,669,806		3,670		-			-			-		-		2,014,484			-			2,018,154
Dividends declared on Series B Preferred Stock		-		-		-			-			-		-		-			(125,000	)		(125,000	)
Beneficial Conversion Feature		-		-		-			-			-		-		23,649			-			23,649
Stock based compensation		-		-		-			-			-		-		140,737			-			140,737
Net loss		-		-		-			-			-		-		-			(3,007,809	)		(3,007,809	)
Balance at September 30, 2025		32,954,679	$	32,955		-			-			5,000,000	$	5,000	$	100,815,956		$	(96,670,939	)	$	4,182,972

PETVIVO HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(UNAUDITED)

Three and Six Months Ended September 30, 2024

	Shares		Amount		Shares		Amount		Capital			Deficit			Total
	Common Stock				Preferred Stock				Additional Paid-in			Accumulated
	Shares		Amount		Shares		Amount		Capital			Deficit			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
Balance		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 to be issued		330,000		330		-		-		131,670			-			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		20,397,164	$	20,397		3,045,000	$	3,045	$	87,407,609		$	(87,021,880	)	$	409,171
Balance		20,397,164	$	20,397		3,045,000	$	3,045	$	87,407,609		$	(87,021,880	)	$	409,171

See accompanying notes to these unaudited condensed consolidated financial statements.

PETVIVO HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	September 30, 2025			September 30, 2024
	For the Six Months Ended
	September 30, 2025			September 30, 2024
CASH FLOWS FROM OPERATING ACTIVITIES:

Net Loss	$	(5,318,846	)	$	(4,222,556	)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Stock-based compensation		832,594			701,436
Depreciation and amortization		241,533			66,540
Amortization of Right-of-Use asset		31,439			-
Unrealized loss on change in fair value of derivatives		320,404			-
Loss on disposal of fixed assets		149,125			-
Amortization of debt discount		936,552			-
Consulting and investor relations services paid in stock		55,420			315,088
Stock issued in lieu of compensation		-			132,000
Changes in Operating Assets and Liabilities
(Increase) in prepaid expenses and other current assets		(27,716	)		(121,247	)
(Increase) in accounts receivable		(82,300	)		(115,011	)
(Increase) decrease in inventory		(254,789	)		17,961
(Decrease) increase in accounts payable and accrued expenses		(786,183	)		92,127
Lease liabilities		(31,439	)		-
Accrued interest on notes payable		105,997			2,900
Net Cash (Used In) Operating Activities		(3,828,209	)		(3,130,762	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment		(12,929	)		(18,598	)
Payments received on disposal of equipment		4,874			-
Security deposits and other assets		14,660			-
Net Cash Provided by (Used in) Investing Activities		6,605			(18,598	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the sale of common stock and warrants		-			1,322,600
Proceeds received from preferred stock subscription receivable		4,400,000			1,218,000
Proceeds from the issuance of convertible debentures		160,000			150,000
Proceeds from the exercise of warrants		140,000			-
Proceeds from the issuance of notes payable		12,000			500,000
Repayments of notes payable		(350,171	)		(2,404	)
Net Cash Provided by Financing Activities		4,361,829			3,188,196

Net Increase (Decrease) in Cash		540,225			38,836
Cash at Beginning of Period		227,689			87,403
Cash at End of Period	$	767,914		$	126,239

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash Paid During The Period For:
Interest	$	21,701		$	5,084
Stock granted for consulting services	$	-		$	210,100
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING ACTIVITIES
(Decrease) increase to operating lease right of use asset and operating lease liability	$	(859,504	)	$	(105,876	)
Vesting of restricted stock units	$	155		$	150
Stock issued for conversion of accounts payable	$	6,000		$	-
Dividends declared on Series B preferred stock	$	153,603		$	-
Convertible debentures and accrued interest converted to common stock	$	2,018,154		$	301,558
Stock issued for licensing agreement	$	800,000		$	-
Stock issued for conversion of accrued dividends	$	28,604		$	-

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

PetVivo Holdings, Inc.

Notes to Financial Statements

September 30, 2025

(Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

(A) Organization and Description

PetVivo Holdings, Inc. was incorporated in Nevada under its former name in 2009 and entered its current business in 2014 through a stock exchange reverse merger with PetVivo, Inc., a Minnesota corporation. This merger resulted in PetVivo, Inc. becoming a wholly owned subsidiary of PetVivo Holdings, Inc. In April 2017, PetVivo Holdings, Inc. acquired another Minnesota corporation, Gel-Del Technologies, Inc., through a statutory merger, which is also a wholly-owned subsidiary of PetVivo Holdings, Inc. In April 2025, PetVivo Holdings, Inc. changed the name of its wholly-owned subsidiary PetVivo, Inc. to PetVivo Animal Health, Inc. to better reflect the industry in which PetVivo Holdings, Inc. sells its products

The Company is in the business of licensing and commercializing our proprietary medical devices and biomaterials for the treatment and/or management of afflictions and diseases in animals, initially for dogs and horses. The Company began commercialization of its lead product Spryng® with OsteoCushion® Technology, a veterinarian-administered, intraarticular injection for the management of lameness and other joint afflictions such as osteoarthritis in dogs and horses in September 2021. The Company has a pipeline of additional products for the treatment of animals in various stages of development. A portfolio of nineteen patents protects the Company’s biomaterials, products, production processes and methods of use. In February 2025, The Company signed an exclusive licensing agreement with VetStem, Inc. to market and sell their PrecisePRP™ (Platelet-Rich Plasma) product for both canine and equine. Revenues are expected in fiscal year 2026. The Company’s operations are conducted from its headquarter facilities in suburban Minneapolis, Minnesota.

(B) Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial reporting and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (including those which are normal and recurring) considered necessary for a fair presentation of the interim financial information have been included. The results for the six months ended September 30, 2025, are not necessarily indicative of results to be expected for the year ending March 31, 2026, or for any other interim period or for any future year. These unaudited consolidated interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended March 31, 2025.

(C) Principles of Consolidation

The accompanying consolidated financial statements include all the accounts of PetVivo Holdings, Inc., and its two wholly owned Minnesota corporations, Gel-Del Technologies, Inc. and PetVivo Animal Health, Inc. (collectively, the “Company”). All intercompany transactions have been eliminated upon consolidation.

The Company is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2021 and has elected to comply with certain reduced public company reporting requirements.

(D) Use of Estimates

In preparation of the consolidated financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include allowance for credit losses, inventory obsolescence, estimated useful lives and potential impairment of property and equipment and intangibles, estimate of fair value of share-based payments, distributor rebate payable, provision for product returns, right of use lease assets and liabilities and valuation of deferred tax assets.

(E) Cash and Cash Equivalents

The Company considers all highly-liquid, temporary cash investments with an original maturity of three months or less to be cash equivalents. The Company had no cash equivalents at September 30, 2025.

(F) Concentration Risk

The Company maintains its cash with various financial institutions, which at times may exceed federally insured limits. At September 30 , 2025, the Company did not have cash balances in excess of the federally insured limits.

(G) Accounts Receivable

Accounts receivable is carried at its contractual amounts, less an estimated allowance for credit losses. Management estimates the credit losses using a loss-rate approach based on historical loss information, adjusted for management’s expectations about current and future economic conditions, as the basis to determine expected credit losses. Management exercises significant judgment in determining expected credit losses. Key inputs include macroeconomic factors, industry trends, the creditworthiness of counterparties, historical experience, the financial conditions of the customers, and the amount and age of past due accounts. Management believes that the composition of receivables is consistent with historical conditions as credit terms and practices and the client base has not changed significantly. Receivables are considered past due if full payment is not received by the contractual due date. Past due accounts are generally written off against the allowance for credit losses only after all collection attempts have been exhausted. As of September 30, 2025, and March 31, 2025, the Company had not recorded an allowance for credit losses, as management determined that no reserve was necessary based on its assessment of the collectability of outstanding balances and the credit quality of its customers.

(H) Inventory

Inventory is stated at the lower of cost or market. Cost is determined using the first-in, first-out (FIFO) method. Inventory consists primarily of finished goods.

The Company evaluates inventory for excess and obsolescence based on factors such as current inventory levels, estimated product life cycles, historical and forecasted customer demand, and input from the product development team. When necessary, a reserve is recorded to reduce the carrying value of inventory to its estimated net realizable value. These estimates and assumptions are reviewed at least annually and updated as needed based on the Company’s business plans and market conditions. As of September 30, 2025 and March 31, 2025, the Company determined that no inventory reserve was required.

(I) Property & Equipment

Property and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method (after considering their respective estimated residual values) over the assets estimated useful life of 3 to 5 years for production and computer equipment and furniture and 5 to 7 years for leasehold improvements.

(J) Patents and Trademarks

The Company capitalizes direct costs for the maintenance and advancement of their patents and trademarks and amortizes these costs over the lesser of the useful life of 60 months or the life of the patent. We evaluate the recoverability of intangible assets periodically by considering events or circumstances that may warrant revised estimates of useful lives or that indicate the asset may be impaired.

(K) Loss Per Share

The Company follows Financial Accounting Standards Board (“FASB”) and Accounting Standards Codification (“ASC”) 260 when reporting Loss Per Share resulting in the presentation of basic and diluted loss per share. Because the Company reported a net loss for the three and six months ended September 30, 2025 and 2024, common stock equivalents, including

preferred stock, stock options and warrants were anti-dilutive; therefore, the amounts reported for basic and diluted loss per share were the same.

(L) Revenue Recognition

The Company recognizes revenue in accordance with ASC 606 “Revenue from Contracts with Customers.”

The Company derives revenue from the sale of its pet care products directly to its veterinarian customers in the United States. The Company recognizes revenue when performance obligations under the terms of a contract with the veterinarian customer are satisfied. Product sales occur once control or title is transferred based on the commercial terms. Revenue is recognized upon delivery to the customer, which is when control of these products is transferred and in an amount that reflects the consideration the Company expects to receive for these products. Shipping costs charged to customers are reported as an offset to the respective shipping costs. The Company does not have any significant financing components as payment is received at or shortly after the point of sale.

The Company entered into a Distribution Services Agreement (the “Agreement”) with MWI Veterinary Supply Co. (the “Distributor”) on June 17, 2022. Contracts with the Distributor are evidenced by individual executed purchase orders subject to the terms of the Agreement. The contracts consist of a single performance obligation related to the sale of our pet care products. Product sales occur once control or title is transferred based on the commercial terms in the Agreement. Revenue is recognized upon delivery to the Distributor; payment is due within 60 days. The Agreement provides for a distribution fee payable to the Distributor equal to 5% of gross monthly sales payable in 45 days; the distribution fee is netted against revenue. The Agreement provides for a rebate payable to the Distributor based on annual sales volume that is retroactively applied. The rebate is estimated under the expected value method and is netted against revenue. Sales are subject to various right of return provisions; the Company uses an expected value method to estimate returns and has determined that any returns would be immaterial as of September 30, 2025. As a result, there is no return liability recorded. Shipping and handling costs are a fulfillment activity and are reported as cost of sales. In March 2025, the Company mutually terminated its non-exclusive distribution agreement with MWI.

For the three months ended September 30, 2025, and 2024, the Company recognized revenue from product sales under the Agreement of $0 and $177,840, respectively. This represents 0% and 84% of total revenues for the three-month period ended September 30, 2025, and 2024, respectively.

For the six months ended September 30, 2025, and 2024, the Company recognized revenue from product sales under the Agreement of $0 and $231,192, respectively. This represents 0% and 68% of total revenues for the six months ended September 30, 2025, and 2024, respectively.

Assets and liabilities (included in accrued expenses) under the Agreement were as follows:

	September 30, 2025		March 31, 2025
Accounts receivable	$	-	$	-
Rebate liability		57,264		57,264
Distribution fee payable		2,299		2,299

SEC Form 10-Q filed by PetVivo Holdings Inc.