Material Agreement, Private Placement (Form 8-K)

To the extent required, the discussion of the Subscription Agreement set forth in Item 3.02 below is incorporated by reference into this Item 1.01.

On April 15, 2026, PetVivo Holdings, Inc., together with its wholly owned subsidiaries, PetVivo Animal Health, Inc. and PetVivoAI, Inc. (collectively, the "Company," "we," or "us"), received $600,000 as the final installment under that certain Subscription Agreement, dated March 13, 2026 (the "Subscription Agreement"), for an aggregate investment of $1,000,000 in equity financing (the "Offering").

In connection with the Offering, the Company issued an aggregate of 1,250,000 units (the "Units") at a purchase price of $0.80 per Unit. Each Unit consists of (i) one share of the Company's restricted common stock (the "Shares") and (ii) one warrant (each, a "Warrant," and collectively, the "Warrants") to purchase one share of the Company's common stock.

Each Warrant has an exercise price of $1.10 per share, is exercisable immediately upon issuance, and will expire three (3) years from the date of issuance.

The Company previously received $400,000 of the Offering proceeds on March 13, 2026. Of the aggregate Units issued in the Offering, 750,000 Units were issued in connection with the $600,000 installment received on April 15, 2026.

In addition, pursuant to the Subscription Agreement, the investor was granted an option to purchase up to an additional $1,500,000 of equity financing on substantially the same terms and conditions, which would consist of up to 1,875,000 additional Units. The Company anticipates that such additional investment, if exercised, will be received on or before June 15, 2026.

The Offering, including the issuance of the Shares, the Warrants, and the shares of common stock issuable upon exercise of the Warrants, was conducted in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Regulation D promulgated thereunder. The investor entered into the Subscription Agreement and represented in writing that it is an "accredited investor" (as defined in Rule 501(a) of Regulation D under the Securities Act), acquired the securities for its own account for investment purposes, and agreed that any subsequent transfer or sale of such securities will be made in compliance with the Securities Act or pursuant to an available exemption therefrom.

The Shares, the Warrants, and the shares of common stock issuable upon exercise of the Warrants constitute "restricted securities" within the meaning of Rule 144 under the Securities Act, and certificates evidencing such securities will bear an appropriate restrictive legend.

The form of Subscription Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing description of the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.