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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