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 June 30, 2026

☐ 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(g) 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)

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 August 14, 2026
Common Stock, $0.001		37,950,495

EXPLANATORY NOTE

Revision of Previously Issued Financial Statements

During the preparation of its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, PetVivo Holdings, Inc. (the “Company”) identified an error in its previously issued unaudited interim financial statements as of and for the three months ended June 30, 2025, which were included in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2026.

The error relates to the Company’s accounting for the June 30, 2025 amendment of certain convertible notes. The Company previously recognized a beneficial conversion feature associated with the amended notes as a debt discount with a corresponding increase to additional paid-in capital. Accounting Standards Update No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), eliminated the separate recognition model for beneficial conversion features and was effective for the Company before the June 30, 2025 amendment. Accordingly, the conversion feature should not have been separately recognized as a beneficial conversion feature.

The Company has revised its previously issued unaudited interim financial statements as of and for the three months ended June 30, 2025 to remove the beneficial conversion feature. The revision:

●	removed $763,259 previously presented as a beneficial conversion feature in the statement of changes in stockholders’ equity;

●	increased the net carrying amount of the related convertible debt by $763,259 as of June 30, 2025;

●	reduced additional paid-in capital and total stockholders’ equity by $763,259 as of June 30, 2025; and

●	revised the related convertible-note disclosures.

Because the beneficial conversion feature was recognized on June 30, 2025 and no related amortization was recorded during the three months ended June 30, 2025, the revision did not affect the Company’s revenue, operating loss, net loss, loss per share, cash, or net cash used in operating activities for that quarterly period.

The comparative financial information for the three months ended June 30, 2025 presented in this Quarterly Report on Form 10-Q has been restated to reflect the correction. The effects of the revision are described further in Note 1, “Summary of Significant Accounting Policies and Organization—Revision of Previously Issued Financial Statements,” and Note 9, “Convertible Notes Payable and Accrued Interest,” to the unaudited condensed consolidated financial statements included in this report.

PETVIVO HOLDINGS, INC.

FORM 10-Q

FOR THE PERIOD ENDED June 30, 2026

INDEX

		Page

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		4

PART I. FINANCIAL INFORMATION		5

Item 1.	Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Qualitative and Quantitative Disclosures About Market Risk	32
Item 4.	Controls and Procedures	32

PART II. OTHER INFORMATION		33

Item 1.	Legal Proceedings	33
Item 1A.	Risk Factors	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 3.	Defaults Upon Senior Securities	34
Item 4.	Mine Safety Disclosure	34
Item 5.	Other information	34
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, 2026, (“2026 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)

	June 30, 2026 (Unaudited)			March 31, 2026 (As Revised)

Assets:
Current Assets
Cash	$	122,633		$	200,782
Accounts receivable, net of allowance for credit losses		83,792			100,843
Subscriptions receivable		-			600,000
Inventory		451,334			538,366
Prepaid expenses and other current assets		283,260			269,930
Total Current Assets		941,019			1,709,921

Property and Equipment, net		447,089			448,881

Other Assets:
Operating lease right-of-use assets		38,654			54,711
Patents and trademarks, net		20,000			20,509
Licensing Agreement, net		1,059,889			1,179,889
Investments		150,000			150,000
Security deposit		12,830			12,830
Total Other Assets		1,281,373			1,417,939
Total Assets	$	2,669,481		$	3,576,741

Liabilities and Stockholders’ Equity:

Current Liabilities
Accounts payable	$	453,291		$	547,421
Accrued expenses		344,911			453,713
Operating lease liabilities – current portion		38,654			54,711
Notes payable and accrued interest – current portion		476,456			321,447
Total Current Liabilities		1,313,312			1,377,292

Total Liabilities		1,313,312			1,377,292

Commitments and Contingencies (Note 11)					-

Stockholders’ Equity:
Preferred Stock, par value $0.001 per share, 20,000,000 shares authorized:
Series B Preferred stock: 5,000,000 shares issued and outstanding at June 30, 2026 and March 31, 2026		5,000			5,000
Preferred stock, value		5,000			5,000


Common Stock, par value $0.001, 250,000,000 shares authorized, 37,594,245 and 35,849,919 issued and outstanding at June 30, 2026 and March 31, 2026, respectively		37,595			35,850
Common stock to be issued		48,000			649,750
Additional Paid-In Capital		104,316,968			102,821,355
Accumulated Deficit		(103,051,394	)		(101,312,506	)
Total Stockholders’ Equity		1,356,169			2,199,449
Total Liabilities and Stockholders’ Equity	$	2,669,481		$	3,576,741

See accompanying notes to these unaudited condensed consolidated financial statements.

PETVIVO HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	June 30, 2026			June 30, 2025
	For the Three Months Ended
	June 30, 2026			June 30, 2025

Revenues	$	337,572		$	297,500

Cost of Sales		114,255			110,774

Gross Profit		223,317			186,726

Operating Expenses:

Sales and Marketing		631,305			621,712
Research and Development		233,419			340,513
General and Administrative		967,442			1,068,818
Total Operating Expenses		1,832,166			2,031,043

Operating Loss		(1,608,849	)		(1,844,317	)

Other Income (Expense)
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		(5,039	)		(121,808	)
Total Other Income (Expense)		(5,039	)		(466,720	)

Loss before taxes		(1,613,888	)		(2,311,037	)

Income Tax Provision		-			-

Net Loss		(1,613,888	)		(2,311,037	)
Less: Series B Preferred Stock Dividends		(125,000	)		(28,603	)
Net Loss Available to Common Stockholders	$	(1,738,888	)	$	(2,339,640	)

Net Loss Per Share:
Basic and Diluted	$	(0.05	)	$	(0.10	)

Weighted Average Common Shares Outstanding:
Basic and Diluted		37,055,261			24,302,790

See accompanying notes to these unaudited condensed consolidated financial statements.

PETVIVO HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(UNAUDITED)

Three Months Ended June 30, 2026

	Shares		Amount			Capital		Amount		Capital		Issued			Deficit			Total
	Common Stock					Series B Preferred Stock				Additional Paid-in		Common Stock To Be			Accumulated
	Shares		Amount			Capital		Amount		Capital		Issued			Deficit			Total
Balance at March 31, 2026		35,849,919	$	35,850	-		5,000,000	$	5,000	$	102,821,355	$	649,750		$	(101,312,506	)	$	2,199,449
Sale of common stock and warrants issued against subscription receivable		937,500		938			-		-		749,062		(600,000	)		-			150,000
Common stock issued for services		200,000		200			-		-		159,800		-			-			160,000
Common stock issued to employees and directors for compensation		430,652		431			-		-		329,794		(49,750	)		-			280,475
Common stock to be issued for employees and directors for compensation		-		-			-		-		-		48,000			-			48,000
Dividends declared on Series B Preferred stock		-		-			-		-		-		-			(125,000	)		(125,000	)
Conversion of accrued dividends to common stock		176,174		176			-		-		124,824		-			-			125,000
Stock based compensation		-		-			-		-		132,133		-			-			132,133
Net loss		-		-	-		-		-		-		-			(1,613,888	)		(1,613,888	)
Balance at June 30, 2026		37,594,245	$	37,595	-		5,000,000	$	5,000	$	104,316,968	$	48,000		$	(103,051,394	)	$	1,356,169

Three Months Ended June 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 (As Revised)			Deficit (As Revised)			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	)
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	$	96,473,401		$	(93,538,130	)	$	2,967,718

See accompanying notes to these unaudited condensed consolidated financial statements.

PETVIVO HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	June 30, 2026			June 30, 2025
	For the Three Months Ended
	June 30, 2026			June 30, 2025
CASH FLOWS FROM OPERATING ACTIVITIES:

Net Loss	$	(1,613,888	)	$	(2,311,037	)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Stock-based compensation		460,609			133,197
Depreciation and amortization		134,671			117,890
Amortization of Right-of-Use asset		16,057			15,722
Unrealized loss on change in fair value of derivatives		-			320,404
Loss on disposal of fixed assets		-			149,125
Amortization of debt discount		-			66,259
Common stock issued for services		160,000			40,420
Changes in Operating Assets and Liabilities
Prepaid expenses and other current assets		(13,330	)		56,076
Accounts receivable		17,051			34,625
Inventory		87,032			(205,838	)
Accounts payable and accrued expenses		(202,933	)		(87,996	)
Lease liabilities		(16,057	)		(15,722	)
Accrued interest on notes payable		5,009			53,120
Net Cash (Used In) Operating Activities		(965,779	)		(1,633,755	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment		(12,370	)		-
Net Cash (Used in) Investing Activities		(12,370	)		-

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds received from common stock subscription receivable		600,000			-
Proceeds from issuance of common stock		150,000			-
Proceeds received from preferred stock subscription receivable		-			4,400,000
Proceeds from the issuance of convertible debentures		-			160,000
Proceeds from the exercise of warrants		-			140,000
Proceeds from the issuance of notes payable		150,000			12,000
Repayments of notes payable		-			(2,090	)
Net Cash Provided by Financing Activities		900,000			4,709,910

Net (decrease)/increase in Cash		(78,149	)		3,076,155
Cash at Beginning of Period		200,782			227,689
Cash at End of Period	$	122,633		$	3,303,844

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash Paid During The Period For:
Interest	$	-		$	2,635
Stock granted for consulting services	$	-		$	161,000
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING ACTIVITIES
(Decrease) increase to operating lease right of use asset and operating lease liability	$	-		$	(859,504	)
Vesting of restricted stock units	$	-		$	150
Dividends declared on Series B preferred stock	$	125,000		$	-
Convertible debentures and accrued interest converted to common stock	$	-		$	301,558
Common stock issued for prepaid consulting fees	$	160,000			-

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

PetVivo Holdings, Inc.

Notes to Financial Statements

June 30, 2026

(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. The Company currently has six (6) U.S. and four (4) foreign patents issued, with two (2) additional patent applications pending with the United States Patent and Trademark Office. The patents protect 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. On July 24, 2026, the Company terminated the licensing agreement with VetStem, Inc.

The Company’s operations are conducted from its headquarter facilities in suburban Minneapolis, Minnesota with an outsourced distribution location in St. Joseph, Missouri.

(B) Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (US GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X and ASC 270-10-50. Accordingly, they do not include all of the information and footnotes required by US GAAP for complete annual financial statements.

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the full fiscal year. These interim condensed financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the company’s annual report on Form 10-K for the fiscal year ended March 31, 2026.

Certain prior-period amounts have been reclassified to conform to the current-period presentation. These reclassifications had no effect on previously reported net income, total assets, total liabilities, or stockholders’ equity.

(C) Principles of Consolidation

The accompanying consolidated financial statements include all the accounts of PetVivo Holdings, Inc., and its four wholly owned corporations, Gel-Del Technologies, Inc., PetVivo Animal Health, Inc., Cosmeta Corp and PetVivo AI (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, 2012 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 original maturity of three months or less to be cash equivalents. The Company had no cash equivalents at June 30, 2026.

(F) Concentration Risk

The Company maintains its cash with various financial institutions, which at times may exceed federally insured limits. At June 30, 2026, 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 June 30, 2026 and March 31, 2026, the Company had not recorded an allowance for credit losses, as management determined that no allowance 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 and net realizable value. Cost is determined using the first-in, first-out (FIFO) method. Inventory consists of raw materials, work-in-process and 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, an inventory write-off is recorded to reduce the carrying value of inventory to its estimated net realizable value. These estimates and assumptions are reviewed quarterly and annually and updated as needed based on the Company’s business plans and market conditions. The Company recorded an inventory write-off of $239,935 as of March 31, 2026, respectively. The inventory write-off is due to an ongoing negotiation of the VetStem licensing agreement whereby the PrecisePRP product has not been selling as originally expected. Therefore, management decided to sell the PrecisePRP product line at a discount, as to reduce the inventory levels, resulting in the Company recording an inventory write-off of $239,935.

(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. Leasehold improvements are depreciated using the straight-line method over the shorter of the estimated useful lives of the improvements or the remaining lease term (including renewal periods that are reasonably certain to be exercised).

(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 legal life of the patent. The Company evaluates 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. The Company has chosen to amortize over a sixty (60) month period, as the patent assets are expected to generate economic benefits for only five (5) years.

(K) Loss Per Share

The Company calculates earnings (loss) per share (“EPS”) in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 260, Earnings Per Share. Basic EPS is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. For the years ended June 30, 2026 and 2025, the Company reported a net loss; therefore, diluted EPS is calculated the same as basic EPS, as the inclusion of all potentially dilutive securities would be anti-dilutive.

The following securities were excluded from the calculation of diluted loss per share because their effect would have been anti-dilutive:

	●	Options and warrants: 16,110,035 shares (2026); 14,668,813 shares (2025)
	●	Unvested RSUs: 0 shares (2026); 205,314 shares (2025)

(L) Revenue Recognition

The Company recognizes revenue in accordance with FASB 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 June 30, 2026 and March 31, 2026. 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. Therefore, we have no distribution fees, no rebates and no right of return provisions. As a result, the Company no longer has any distribution fees, rebates or return liabilities recorded during the three months period ending June 30, 2026 and 2025. The balance sheet continues to show a $57,264 rebate liabilities for periods from 2023-2024. Further, there were no new rebate liabilities in the quarter ending June 30, 2026.

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

	June 30, 2026		March 31, 2026
Accounts receivable	$	-	$	-
Rebate liability		57,264		57,264
Distribution fee payable		-		2,299

We currently don’t have any distributor agreements in place, as of June 30, 2026. Product sales for all domestic shipments into the United States occur once control or title is transferred based on the commercial terms purchase orders. Revenue is recognized upon delivery to the Distributor in the United States, with international shipments, freight terms are FOB our warehouses, as ownership transfers for these international shipments when our product is picked up; payment is due within 30 days for domestic orders and payment-in-advance for international distributors.

From time-to-time, we honor returns for short-dated inventory (close to expiration). Inasmuch, sales periodically are subject to returns; the Company uses an expected value method to estimate returns and has determined that any returns would be immaterial as of June 30, 2026 and March 31, 2026. 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 December 2024, the Company entered into new wholesale distribution partnerships with Vedco, Inc. (“Vedco”) and Clipper Distributing, LLC (“Clipper”). A distribution service agreement was not signed with either distribution partner. Contracts with both distribution partners are evidenced by individual executed purchase orders. The purchase orders 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 terms in the purchase order. Revenue is recognized upon delivery to the Distributor for domestic shipments, and for international shipments, ownership transfers at the point of freight pickup from our warehouse, at which time we recognize the revenue for these international customers; payment is due within 30 days. Neither distribution partnership provides for a distribution fee payable or a rebate payable.

For the three months ended June 30, 2026 and 2025, the Company recognized revenue from product sales to Vedco of $234,623 and $198,380, respectively. This represents 70% and 67% of total revenues for the three months ended June 30, 2026 and 2025, respectively. Additional revenue of $40,520 and $0 for the three months ended June 30, 2026 and 2025 from Clipper distributing. This represents 12% and 0% of total revenues for the three months ended June 30, 2026 and 2025, respectively.

Accounts receivable from Vedco was $56,516 and $83,494 at June 30, 2026, and March 31, 2026.

(M) Research and Development

The Company expenses research and development costs as incurred.

(N) Fair Value of Financial Instruments

FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) establishes a framework for all fair value measurements and expands disclosures related to fair value measurement and developments. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories:

	●	Level 1 - quoted market prices in active markets for identical assets or liabilities.

	●	Level 2 - inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

	●	Level 3 - unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The carrying amounts of the Company’s financial instruments, such as cash, accounts receivable, accounts payable and other liabilities. approximates their fair value as of June 30, 2026 and March 31, 2026, due to the short-term nature of these items.

The fair value of the Company’s debt approximates its carrying value as of June 30, 2026 and March 31, 2026, because the stated interest rates and terms of the debt are consistent with those currently available to the Company for similar instruments.

(O) Stock-Based Compensation

The Company accounts for stock-based compensation under the provisions of FASB ASC 718, Compensation—Stock Compensation, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. The Company estimates the fair value of stock-based awards on the date of grant using the Black-Scholes model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method. In accordance with ASU No. 2018-07, Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting share-based payment transactions for acquiring goods and services from nonemployees are included. Consistent with the accounting requirement for employee share-based payment awards, nonemployee share-based payment awards within the scope of Topic 718 are measured at grant-date fair value of the equity instruments that an entity is obligated to issue when the good has been delivered or the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied.

Stock compensation of $460,609 for the period ending June 30, 2026 consisted of; i) employee stock awards: $286,476; ii) board of directors compensation: $42,000; and iii) warrant expense: $132,133.

(P) Income Tax Provision

The Company is subject to income taxes in the U.S. The determination of these tax liabilities requires estimation, significant judgment, and interpretation of U.S. federal and state tax statutes, regulations, and case laws. Additionally, governing tax legislation could change significantly with little or no notice. It is important for us to monitor economic, political, and other conditions in the various countries with operations as changes in a jurisdiction’s conditions could impact the amount of deferred tax assets or our ability to utilize deferred tax assets in the future.

The Company accounts for income taxes in accordance with FASB ASC 740, Income Taxes, using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the consolidated financial statement carrying amounts and the tax bases of assets and liabilities, as well as for net operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates and laws expected to apply when the related temporary differences reverse or the carryforwards are utilized. The Company establishes a valuation allowance to reduce deferred tax assets to the amount expected to be realized when, based on the available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. For the current period ending June 30, 2026 the Company has recorded a full valuation allowance against its deferred tax assets.

As required by FASB ASC 740, Income Taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company recognizes interest and penalties related to unrecognized income tax benefits in the provision for income tax expense. See Note 16.

The Company is not currently under examination by any federal or state jurisdiction.

(Q) Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. This ASU is effective for public entities with fiscal years beginning after December 15, 2024. The Company adopted this guidance for the year ended March 31, 2026 and applied the guidance on a retrospective basis. The adoption did not have a material impact on the consolidated financial statements. Refer to Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Recently Issued Accounting Pronouncements section for further details.

In November 2024, the FASB issued ASU 2024-03, which requires public entities to disaggregate certain expense categories in the notes to the financial statements. The standard is effective for annual periods after December 15, 2026, and interim periods after December 15, 2027, with early adoption allowed. The Company is currently evaluating the impact of this guidance on its financial statement disclosures, but does not anticipate it will affect its results of operations or cash flows.

Effective January 1, 2026, the Company adopted ASU 2025-05, “Financial Instruments—Credit Losses (Topic 326): Amendments to the Measurement of Credit Losses for Short-Term Receivables.” The update provides a practical expedient that permits an entity to assume that current economic conditions as of the balance sheet date remain unchanged over the remaining life of the asset, thereby removing the requirement to incorporate future macroeconomic forecasts for qualifying short-term accounts receivable and contract assets arising from revenue transactions.

The Company elected to apply the practical expedient prospectively to all current accounts receivable and contract assets within the scope of the guidance. The adoption of ASU 2025-05 did not have a material impact on our Condensed Consolidated Financial Statements and related footnote disclosures.

(R) Revision of Previously Issued Financial Statements

The Company identified an error in its accounting for the June 30, 2025 amendment of certain convertible notes. The Company previously recognized a beneficial conversion feature as a debt discount with a corresponding increase to additional paid-in capital. ASU 2020-06 eliminated the separate beneficial conversion feature recognition model, and the guidance was effective for the Company before the amendment. Accordingly, the Company corrected the error by removing the beneficial conversion feature and the related amortization of the debt discount.

For the year ended March 31, 2026, the correction eliminated $786,908 previously recorded as a beneficial conversion feature including $23,649 related to warrants issued with promissory notes. As a result, additional paid-in capital was reduced by a net $763,259, from $103,584,614 to $102,821,355, and accumulated deficit was reduced by $763,259, from $102,075,765 to $101,312,506. The correction had no effect on cash, total assets, total liabilities, total stockholders’ equity, or net cash used in operating activities as of and for the year ended March 31, 2026. The March 31, 2026 amounts presented in these interim financial statements have been revised.

For the three months ended June 30, 2025, the correction eliminated $763,259 previously presented as a beneficial conversion feature within additional paid-in capital, reducing additional paid-in capital from $97,236,660 to $96,473,401 and increasing convertible notes payable and accrued interest, net of discount from $1,129,222 to $1,892,481. Because the feature was recognized on June 30, 2025 and no related amortization was recorded during that quarter, the correction did not affect the previously reported net loss, loss per share, accumulated deficit, or net cash used in operating activities for the three months ended June 30, 2025. Total stockholders’ equity was reduced by $763,259.

The following tables summarizes the effect of the errors on the Company’s audited consolidated balance sheet as of March 31, 2026 and unaudited consolidated balance sheet as of June 30, 2025:

	March 31, 2026 As Previously Reported			Adjustment			March 31, 2026 As Revised

Audited consolidated balance sheets - Additional Paid-In Capital	$	103,584,614		$	(763,259	)	$	102,821,355
Audited consolidated statements of changes in stockholders’ equity - Beneficial conversion feature		786,908			(786,908	)		-
Audited consolidated statements of changes in stockholders’ equity - Warrants issued with promissory notes		-			23,649			23,649
Audited consolidated balance sheets - Accumulated Deficit		(102,075,765	)		763,259			(101,312,506	)

	June 30, 2025 As Previously Reported		Adjustments			June 30, 2025 As Revised

Unaudited condensed consolidated balance sheets - Additional Paid-In Capital	$	97,236,660	$	(763,259	)	$	96,473,401
Unaudited condensed consolidated statements of changes in stockholders’ equity - Beneficial conversion feature		763,259		(763,259	)		-
Unaudited condensed consolidated balance sheets – Convertible notes payable and accrued interest, net of discount		1,129,222		763,259			1,892,481
Unaudited condensed consolidated balance sheets - Total Stockholder’s Equity		3,730,977		(763,259	)		2,967,718

While the adjustments changed additional paid-in capital and accumulated deficit line items in the unaudited condensed consolidated balance sheets, they did not have an impact on total net cash used in operating activities, net cash used in investing activities, or net cash provided by financing activities.

The related notes to the unaudited condensed consolidated financial statements have also been revised to reflect the error corrections described above.

(S) Warrants

The Company evaluates warrants to purchase shares of its common stock to determine the appropriate accounting and classification based on the terms of each instrument and the applicable accounting guidance. Warrants issued in share-based payment transactions for goods or services are accounted for in accordance with ASC 718, Compensation—Stock Compensation. Other freestanding warrants are evaluated under ASC 480, Distinguishing Liabilities from Equity, and ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, as applicable.

Warrants that meet the criteria for equity classification are initially measured at fair value and recorded in additional paid-in capital and are not subsequently remeasured, except as otherwise required by applicable accounting guidance. Warrants that do not meet the criteria for equity classification are recorded as liabilities at fair value and are subsequently remeasured at fair value at each reporting date, with changes in fair value recognized in earnings until the warrants are exercised, expire, or otherwise no longer require liability classification.

NOTE 2 – INVENTORY

Inventory consists of the following at June 30, 2026, and March 31, 2026:

The inventory components are as follows:

SCHEDULE OF INVENTORY

	June 30, 2026		March 31, 2026
Finished Goods, net of allowances	$	233,144	$	291,218
Work in process		-		21,850
Raw materials		218,190		225,298
Total Net	$	451,334	$	538,366

As of March 31, 2026, the Company recorded an inventory write-off of $239,935 for the current market conditions with its licensed PrecisePRP™ (Platelet-Rich Plasma) product. The Company is undergoing negotiations to terminate its current licensing agreement with VetStem, whereby the PrecisePRP product has not been selling as originally expected. Therefore, management decided to sell the PrecisePRP product line at a discount, as to reduce the inventory levels, resulting in the Company recording an inventory write-off of $239,935.

NOTE 3 – PREPAID EXPENSES AND OTHER CURRENT ASSETS

As of June 30, 2026, the Company had $283,260 in prepaid expenses and other current assets consisting primarily of $180,000 in investor relations, $25,000 in insurance costs, $41,000 in software subscription fees, $29,000 in Nasdaq and FINRA fees, and $6,000 in trade shows.

As of March 31, 2026, the Company had $269,930 in prepaid expenses and other current assets consisting primarily of $102,000 in insurance costs, $72,000 in prepaid investor relations expenses, $47,000 in software subscription fees, $36,000 in OTC markets and FINRA fees, and $9,000 in consulting fees

NOTE 4 – PROPERTY AND EQUIPMENT

Property and equipment consists of the following at June 30, 2026, and March 31, 2026:

SCHEDULE OF PROPERTY AND EQUIPMENT

	June 30, 2026			March 31, 2026
Leasehold improvements	$	258,099		$	258,099
Production equipment		619,229			619,229
R&D equipment		25,184			25,184
Computer equipment and furniture		167,676			155,306
Total, at cost		1,070,188			1,057,818
Accumulated depreciation		(623,099	)		(608,937	)
Total Net	$	447,089		$	448,881

During the three months ended June 30, 2026, and June 30, 2025, depreciation expense was $14,162 and $16,659, respectively.

NOTE 5 – PATENTS AND TRADEMARKS

The components of patents and trademarks, all of which are finite lived, were as follows:

	June 30, 2026			March 31, 2026
Patents	$	3,870,057		$	3,870,057
Trademarks		26,142			26,142
Total at cost		3,896,199			3,896,199
Accumulated Amortization		(3,876,199	)		(3,875,690	)
Total net	$	20,000		$	20,509

During the three months ended June 30, 2026, and June 30, 2025, amortization expense was $509 and $1,230, respectively. The Company currently has six (6) U.S. and four (4) foreign patents issued, with two (2) additional patent applications pending with the United States Patent and Trademark Office.

NOTE 6 –LICENSING AGREEMENTS

The components of licensing agreements, all of which are finite-lived, were as follows:

SCHEDULE OF LICENSING AGREEMENTS

	June 30, 2026			March 31, 2026
License Agreements	$	2,800,000		$	2,800,000
Accumulated Impairment Losses		(1,000,000	)		(1,000,000	)
Contract Payable		(125,000	)		(125,000	)
Accumulated Amortization		(615,111	)		(495,111	)
Total net	$	1,059,889		$	1,179,889

In February 2025, the Company signed an exclusive licensing agreement with VetStem, Inc. to market and sell their PrecisePRP™ (Platelet-Rich Plasma) for both canine and equine products. The exclusive licensing agreement is a 5 five-year agreement whereby the Company paid an initial licensing fee of $2,000,000, which was paid in a combination of $500,000 cash, $1,000,000 in stock issuances and $500,000 in future contract payments. The Company paid $125,000 in contract payments in August 2025 and $125,000 in November 2025. Future contract payments included in accrued expenses as of June 30, 2026 and March 31, 2026 were $125,000. The licensing fee is amortized over sixty (60) months, the term of the agreement. The licensing agreement also has a nominal royalty fee payment between 3% to 4.5%, commencing in the seventh month of the licensing agreement. The royalty fee expense was $3,872 and $0 for the three months ending June 30, 2026, and 2025, respectively. The Company also issued 250,000 warrants, with a strike price of $1.25 per share for a term of three years. The total warrant expense is fair valued at $46,030 to be amortized over thirty-six months. The Company used the Black-Scholes option pricing model to calculate the warrant fair value, with the following assumptions: no dividend yield, expected volatility of 115.1%, risk free interest rate of 4.02%, and expected warrant life of 3 years. Warrant expense was $15,348 and $0 for the three months ending June 30, 2026, and 2025, respectively.

Amortization expense was $100,000 for the three months ended June 30, 2026, and 2025.

As of March 31, 2026, the Company decided the long-term viability of selling the VetStem PrecisePRP products was not in the Company’s best interests, as the market is not accepting the PRP product as expected. The Company sent VetStem a Notice of Termination for the license agreement, along with a transition period to move the remaining inventory within a six-to-nine-month period. This licensing agreement Notice of Termination effectively reduces the licensing agreement from 60 months to 24 months, resulting in a licensing agreement impairment expense for the reduction of the licensing period. As of March 31, 2026, the Company recorded an impairment expense of $1,000,000. As a result of termination negotiations, the Company derecognized the $125,000 final milestone payment obligation, resulting in a corresponding reduction of the related contract payable.

In September 2025, the Company signed an exclusive licensing agreement with Digital Landia Holding Corp to utilize their Artificial Intelligence (AI) under a B2B white-label model to target a bigger share of the veterinary industry within North America, the United Kingdom, and potentially other markets. The Company will market the software as its own brand and logo through exclusive Software-as-a-Service access rights. The exclusive licensing agreement is a 10 ten-year agreement whereby the Company issued 1,000,000 shares of its common stock, with a fair value of $800,000, for the licensing fee. The fair value of the common stock issued as consideration was determined based on the quoted market price of the Company’s common stock on the measurement date. The licensing fee is recorded as an intangible asset and is amortized over one-hundred twenty (120) months, the term of the agreement. The licensing agreement also has a royalty fee payment between 10% and 15%, commencing in the thirteenth month of the licensing agreement. No royalty expense was incurred for the three months ended June 30, 2026, and 2025, respectively.

Amortization expense was $20,000 and $0 for the three months ended June 30, 2026, and 2025, respectively.

NOTE 7 – ACCRUED EXPENSES

The components of accrued expenses were as follows:

	June 30, 2026		March 31, 2026
Contract payable	$	125,000	$	125,000
Accrued payroll and related taxes		23,492		134,000
Accrued expenses		196,419		194,713
Total	$	344,911	$	453,713

NOTE 8 – NOTES PAYABLE AND ACCRUED INTEREST

In February and March 2026, the Company entered into two separate promissory notes totaling $320,000. The notes accrued interest at a rate of 6% per annum. The first promissory note was initiated on February 26, 2026, in the amount of $150,000 with a maturity date of February 26, 2027. The second promissory note was initiated on March 11, 2026, in the amount of $170,000 with a maturity date of March 11, 2027. On June 22, 2026, the Company entered into a third promissory note totaling $150,000 with a maturity date of June 22, 2027, with an accrued interest rate of 6% per annum. Accrued interest on all notes at June 30, 2026, was $6,456.

As of June 30, 2026, total non-convertible notes payable, including accrued interest, were $476,456, consisting of $476,456 classified as current liability and $0 classified as long-term liabilities. As of March 31,2026, the balance totalled $321,447, consisting of $321,447 classified as current liability and $0 classified as long-term liabilities within other liabilities.

Total Interest expense for all Notes for the three months ended June 30, 2026 and 2025 is $5,039 and $121,808, respectively.

NOTE 9 – CONVERTIBLE NOTES PAYABLE AND ACCRUED INTEREST

On March 8, 2024, the Company entered into a convertible promissory note for $150,000. The note accrued interest at a rate of 10% per annum. The principal and accrued interest were due in April 2024. The holder of the note had the option to convert the principal and accrued interest into shares of the Company’s common stock at a conversion rate of $0.70 per share. On April 10, 2024, the company entered into another promissory note for an additional $150,000 whereby the new principal balance was $300,000 with the same terms. On April 29, 2024, the noteholder converted the $300,000 principal balance, along with $1,558 of accrued interest into 430,798 common shares.

From September 1, 2024 through March 31, 2025, the Company borrowed $1,715,000 in convertible promissory notes with conversion terms of the lessor of our stock trading price or $0.50 per share with an interest rate of 10% per annum. On June 10, 2025, the Company entered into a promissory note for $160,000 at a rate of 10% per annum and a maturity date of December 31, 2025. This note included the issuance of 75,000 warrants, with a 2 two-year term and a strike price of $0.75 per share and had a fair value of $23,649. The Company used the Black-Scholes option pricing model to calculate the warrant fair value, with the following assumptions: