Item 1.01 Entry into a Material Definitive Agreement.

On January 5, 2023, PetVivo Holdings, Inc. (the "Company") entered into an amended and restated securities purchase agreement with certain accredited investors (the "Amended Purchase Agreement"), pursuant to which the Company agreed to issue and sell an aggregate of 610,011 Registered Shares in the Registered Offering at a purchase price of $2.32 per share. The initial closing for the sale of Registered Shares having an aggregate offering price of $1,334,025.52 occurred on January 9, 2023. The second closing for the sale of Registered Shares having an aggregate offering price of $81,200.00 occurred on January 13, 2023.

The gross proceeds from the Offering were $1,415,225.52. The Company estimates that the net proceeds from the Registered Offering will be approximately $1,390,226.00, after deducting offering expenses in the amount of $25,000. The Company intend to use the net proceeds from the Registered Offering primarily for commercialization of its lead product Spryng™ with OsteoCushion™ Technology, to finance clinical trials and to fund working capital and general corporate purposes.

The Registered Shares were offered pursuant to a prospectus supplement dated January 5, 2023, and a base prospectus dated May 13, 2022, which is part of a registration statement ("Registration Statement") on Form S-3 (Registration No. 333-264700) that was declared effective by the Securities and Exchange Commission (the "SEC") on May 13, 2022. Copies of the prospectus supplement and the accompanying prospectus relating to the Registered Shares may be obtained for free by visiting the SEC's website at www.sec.gov.

The form of Amended Purchase Agreement is filed as Exhibit 10.1 to this Form 8-K/A and is incorporated herein and into the Registration Statement by this reference. The legal opinion of Fox Rothschild LLP, counsel to the Company, relating to the validity of the Registered Shares sold in the Registered Offering is filed as Exhibit 5.1 to this Form 8-K/A and is incorporated herein and into the Registration Statement by this reference.

This Current Report on Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Item 9.01 Financial Statements and Exhibits.






(d)  Exhibits

5.1    Opinion of Fox Rothschild LLP
10.1   Form of Amended and Restated Securities Purchase Agreement dated as of

January 5, 2023 23.1 Consent of Fox Rothschild LLP (included in Exhibit 5.1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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