Quarterly Report for Quarter Ending June 30, 2026 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

PetVivo Holdings, Inc. (the "Company," "PetVivo," "we" or "us) is an emerging biomedical device company focused on the manufacturing, commercialization, and licensing of innovative medical devices and therapeutics for animals. The Company has a pipeline of seventeen products for the treatment of animals and humans. A portfolio of ten issued patents (consisting of six U.S. patents and four foreign patents), two U.S. patent applications, and six proprietary trade secrets protects the Company's biomaterials, products, production processes and methods of use. 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 the second quarter of its fiscal year ended March 31, 2022.

In August 2021, we received net proceeds of approximately $9.7 million in a registered public offering ("Public Offering") of 2.5 million units at a public offering price of $4.50 per unit. Each unit consisted of one share of our common stock and one warrant to purchase one share of our common stock at an exercise price of $5.625 per share. The shares of common stock and warrants were transferable separately immediately upon issuance. In connection with the Public Offering, the Company's common stock and warrants were registered under Section 12(b) of the Exchange Act and began trading on The Nasdaq Capital Market, LLC under the symbols "PETV" and "PETVW," respectively. Presently, the Company is trading on the OTC Markets Group, under the OTCQX Best Market tier under the same symbols "PETV" and "PETVW," respectively.

The Company was incorporated in March 2009 under Nevada law. The Company operates as one segment from its corporate headquarters in Edina, Minnesota.

CURRENT BUSINESS OPERATIONS

The Company is primarily engaged in the business of commercializing and licensing products in the veterinary market to treat and/or manage afflictions of companion animals such as dogs and horses. Most of our technology was developed for human biomedical applications, and we intend to leverage the investments already expended in their development to commercialize treatments for horses and companion animals in a capital and time-efficient way.

Many of the Company's products are derived from proprietary biomaterials that simulate a body's cellular tissue by virtue of their reliance upon natural protein and carbohydrate compositions which incorporate such "tissue building blocks" as collagen, elastin, and proteoglycans such as heparin. Since these are naturally-occurring in the body, we believe they have an enhanced biocompatibility with living tissues compared to synthetic biomaterials such as those based upon alpha-hydroxy polymers (e.g PLA, PLGA, and the like), polyacrylamides, and other "natural" biomaterials that may lack the multiple proteins incorporated into our biomaterials. These proprietary protein-based biomaterials that are similar to the body's tissue thus allowing integration and tissue repair in long-term implantation in certain applications.

Our initial product, Spryng^® is a veterinary medical device designed and engineered to provide a bio-integrative scaffold in the affected joint, promoting restoration of proper joint mechanics. Spryng^® is an intra-articular injectable product of biocompatible and insoluble particles that are slippery, wet-permeable, durable, and resilient to enhance the force cushioning function of the synovial fluid and cartilage. The particles mimic natural cartilage in composition, structure, and hydration. Multiple joints can be treated simultaneously. Our particles are comprised of naturally derived collagen, elastin, and a glycosaminoglycan (i.e. heparin); such particles mimic the composition and mechanical properties of extracellular matrix and natural cartilage. Spryng^® assists in promoting a constructive restoration of diseased synovial tissue to improve the biomechanics and mechanical homeostasis of the joint. Furthermore, these particles are designed and engineered to provide a bio-integrative scaffold in the affected joint, promoting restoration of proper joint mechanics.

Osteoarthritis, a common inflammatory joint disease in both dogs and horses, is a chronic, progressive, degenerative joint disease that is caused by a loss of synovial fluid and/or the deterioration of joint cartilage. Osteoarthritis affects approximately 14 million dogs and 1 million horses in the $11 billion companion animal veterinary care and product sales market.

Despite the market size, veterinary clinics and hospitals have very few treatments and/or drugs for use in treating osteoarthritis in dogs, horses, and other pets. As there is no cure for osteoarthritis, current solutions treat symptoms, but do not manage the cause. The current treatment for osteoarthritis in dogs generally consists of the use of nonsteroidal anti-inflammatory drugs (or "NSAIDs") which are approved to alleviate pain and inflammation but present the potential for side effects relating to gastrointestinal, kidney, and liver damage and do not halt or slow joint degeneration. The Company offers an alternative to traditional treatments that only address the symptoms of the affliction. our Spryng^® product addresses the affliction, loss of synovial fluid and/or the deterioration of joint cartilage, rather than treating just the symptoms and, to the best of our knowledge, has elicited minimal adverse side effects in dogs and horses. Spryng®-treated dogs and horses have shown an increase in activity even after they no longer are receiving pain medication or other treatments. Other treatments for osteoarthritis include steroid and/or hyaluronic acid injections, which are used for treating pain, inflammation and/or joint lubrication, but can be slow acting and/or short lasting.

We believe Spryng^® is an optimal solution to safely improve joint function in animals for several reasons:

	●	Spryng® addresses the underlying problems which relate to deterioration of cartilage causing bones to contact each other and a lack of synovial fluid. Spryng® provides a biocompatible lubricious cushion to the joint, which establishes a barrier between the bones, thereby protecting the remaining cartilage and bone.
	●	Spryng® is easily administered with the standard intra-articular injection technique. Multiple joints can be treated simultaneously.
	●	Case studies indicate many dogs and horses have long-lasting multi-month improvement in lameness after having been treated with Spryng®.
	●	After receiving a Spryng® injection, many canines are able to discontinue the use of NSAID's, eliminating the risk of negative side effects.
	●	Spryng® is an effective and economical solution for treating osteoarthritis. A single injection of Spryng® is approximately $600 to $900 per joint and typically lasts for at least 12 months.

Historically, drug sales represent up to 30% of revenues at a typical veterinary practice (Veterinary Practice News). Revenues and margins at veterinary practices are being eroded because online, big-box, and traditional pharmacies have recently started filling veterinary prescriptions. Veterinary practices are looking for ways to replace lost prescription revenues with safe and effective products. Spryng^® is a veterinarian-administered medical device that should expand practice revenues and margins. We believe that the increased revenues and margins provided by Spryng^® will accelerate its adoption rate and propel it forward as the standard of care for canine and equine lameness related to or due to synovial joint issues.

We commenced sales of Spryng^® in the second quarter of fiscal 2022 and plan to increase our commercialization efforts of Spryng^® in the United States through distribution relationships while using sales reps, clinical studies, and market awareness to educate and inform key opinion leaders on the benefits of Spryng^®.

We entered into a Distribution Services Agreement ("Distribution Agreement") with MWI on June 17, 2022. Pursuant to the Agreement, we appointed MWI to distribute, advertise, promote, market, supply, and sell the Company's lead product, Spryng^® on an exclusive basis for two (2) years within the United States (the "Territory"), transitioning to a non-exclusive basis thereafter; provided however that the Company shall extend the exclusivity for an additional one (1) year if MWI achieves certain performance targets agreed upon by the parties. The Company can continue to sell Spryng^® within the Territory to established accounts, which include: (a) customers who have purchased Spryng^® from the Company prior to the date of the Agreement, (b) customers who require that they deal directly with the Company, (c) governmental agencies, and (d) customers that order via the internet who are not directly solicited by MWI to purchase Spryng^®. All customers must be licensed veterinary practices.

In December 2023, the Company and MWI agreed to change the Distribution Agreement from an exclusive distribution agreement to a non-exclusive distribution agreement, effective as of January 1, 2024. This is consistent with the Company's strategy to create multiple sales channels for its products. In March 2025, the Company mutually terminated its non-exclusive distribution agreement with MWI. In December 2023, the Company entered into a non-exclusive distribution agreement with Covetrus North America, LLC ("Covetrus Distribution Agreement"), to market, distribute and sell the Company's products in the United States, including the District of Columbia. The Covetrus Distribution Agreement had an initial term of one year, which was not automatically renewed. The Company mutually terminated its non-exclusive distribution agreement with Covetrus North America, LLC in February 2025.

In December 2024, we entered into new wholesale distribution partnerships with Vedco Inc. ("Vedco") and Clipper Distributing, LLC ("Clipper"), both leaders in logistical solutions and supply of products to veterinarians through the channel-of-distribution for veterinarians. Both MWI and Covetrus have the capability to purchase directly from Vedco and/or Clipper.

Spryng^® is classified as a veterinary medical device under the United States Food and Drug Administration ("FDA") rules and pre-market approval is not required by the FDA. Spryng^® completed a safety and efficacy study in rabbits in 2007. Since that time, more than 2,000 horses and dogs have been treated with Spryng^®. We entered into a clinical trial services agreement with Colorado State University on November 5, 2020. This university clinical study was completed in March 2024. Additionally, the Company successfully completed an equine tolerance study in March 2022 and began a two canine clinical study with Ethos Veterinary Health, the first beginning in May of 2022 which was completed in October 2023, and the second began in June of 2023 which has not been completed yet. We anticipate these and other studies that we plan to initiate will be primarily used to expand our distribution outlets since the large international and national distributors generally require a third-party university study and other third-party studies prior to including a product in their catalog of products.

We manufacture our products in an ISO 7 certified clean room manufacturing facility in Minneapolis using our patented and scalable self-assembly production process, which minimizes the infrastructure requirements and manufacturing risks to deliver a consistent, high-quality product while being responsive to volume requirements.

We also have a pipeline of therapeutic devices for both veterinary and human clinical applications. Some such devices may be regulated by the FDA or other equivalent regulatory agencies, including but not limited to the Center for Veterinary Medicine ("CVM"). We anticipate growing our product pipeline through the acquisition or in-licensing of additional proprietary products from human medical device companies specifically for use in pets. In addition to commercializing our own products in strategic market sectors and in view of the Company's vast proprietary product pipeline, the Company may establish strategic out-licensing partnerships to provide secondary revenues.

RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our 2026 10-K Report and the condensed consolidated financial statements and related notes in Item 1, Financial Statements appearing elsewhere in this Quarterly Report on Form 10-Q ("10-Q Report"). The following discussion may contain forward-looking statements, and our actual results may differ materially from the results suggested by these forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed in Part I, Item 1A of our 2026 10-K Report under the heading "Risk Factors," as updated and supplemented by risks described in other SEC filings. The Company assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law.

We are a smaller reporting company and have incurred substantial losses in connection with our operations. We will need substantial capital to pursue our current plans to commercialize our initial product, Spryng™.

RESULTS OF OPERATIONS

		For the Three Months Ended
		June 30, 2026				June 30, 2025
Revenues		$	337,572			$	297,500
Cost of Sales			114,255				110,774
Total Operating Expenses			1,832,166				2,031,043
Total Other Income (Expense)			(5,039	)			(466,720	)
Net Loss		$	(1,613,888	)		$	(2,311,037	)
Net loss per share - basic and diluted		$	(0.04	)		$	(0.09	)

For The Three Months Ended June 30, 2026, Compared to The Three Months Ended June 30, 2025

Total Revenues. Revenues were $337,572 and $297,500 for the three months ended June 30, 2026 and 2025, respectively. Revenues in the three months ended June 30, 2026, consist of sales of our Spryng^® products of $208,495 and Precise PRP products of $129,076. Revenues in the three months ended June 30, 2025, consisted of sales of our Spryng^® products of $148,243 and Precise PRP products of $149,257. The increase in our revenues in the three months ended June 30, 2026, compared to the three months ended June 30, 2025, is due to higher Spryng^® product sales from our distributor, Vedco, Inc.

Cost of Sales. Cost of sales were $114,255 and $110,774 for the three months ended June 30, 2026 and 2025, respectively. Cost of sales includes product costs related to the sale of our Spryng^® products and labor and overhead costs and product costs related to the sale of Precise PRP products. The increase in our cost of sales in the three months ended June 30, 2026, compared to the three months ended June 30, 2025, is due to lower priced Precise PRP canine sales to accelerate the sale of overstocked Precise PRP inventory driving cost of sales higher.

Operating Expenses. Operating expenses were $1,832,166 and $2,031,043 for the three months ended June 30, 2026 and 2025, respectively. The decrease is primarily due to decreased general and administrative ("G&A") expenses and research and development ("R&D") expenses. The significant reduction of R&D expenses was due to the limited cash flow during the three months ended June 30, 2026.

General and administrative ("G&A") expenses were $967,442 and $1,068,818 for the three months ended June 30, 2026 and 2025, respectively. General and administrative expenses include compensation and benefits, contracted services, legal and consulting fees, and stock compensation expenses. The reduction in general and administrative expenses was due to reduced consulting fees.

Sales and marketing expenses were $631,305 and $621,712 for the three months ended June 30, 2026 and 2025, respectively. Sales and marketing expenses include compensation, consulting, tradeshows, and stock compensation costs to support the launch of our Spryng^® product.

Research and development ("R&D") expenses were $233,419 and $340,513 for the three months ended June 30, 2026 and 2025, respectively. The decrease was primarily related to decreased clinical studies due to tight cash flow constraints.

Operating Loss. As a result of the foregoing, our operating loss was $1,608,849 and $1,844,317 for the three months ended June 30, 2026 and 2025, respectively. The decrease was related to cost-cutting initiatives in general and administrative and research and development expenses.

Other Income (Expense). Other expense was $5,039 for the three months ended June 30, 2026 compared to other expense of $466,720 for the three months ended June 30, 2025. Other expense in 2026 consisted of interest expense. Other expense in 2025 consisted of interest expense, unrealized loss on change in derivative liabilities and loss on disposal of assets.

Net Loss. Our net loss for the three months ended June 30, 2026 was $1,613,888 or ($0.04) per share as compared to a net loss of $2,311,037 or ($0.09) per share for the three months ended June 30, 2025. The decrease was primarily related to interest expense, the loss on change in derivative liabilities and the loss on disposal of assets. The weighted average number of shares outstanding was 37,055,261 compared to 24,302,790 for the three months ended June 30, 2026 and 2025, respectively.

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2026, our current assets were $941,019, including $122,633 in cash and cash equivalents. In comparison, our current liabilities as of that date were $1,313,312 including $798,202 of accounts payable and accrued expenses. Our working capital deficit as of June 30, 2026 was $372,293.

The Company has continued to realize losses from operations. As a result, we do not believe we will have sufficient cash to meet our anticipated operating costs and capital expenditure requirements for at least the next twelve months. Our cash needs are expected with proceeds of $1.35 million from an investor purchase option subscription agreement. We are also working with a few investment banks for an additional capital raise between $5 - $10 million. Furthermore, we are negotiating with a private investor for up to $10 million investment into our new human subsidiary, Cosmeta Corp.

The additional capital in the future will support our efforts to continue to commercialize Spryng^® and our ongoing operations. We expect to continue to raise additional capital through the sale of our securities from time to time for the foreseeable future to fund our business expansion. Our ability to obtain such additional capital will likely be subject to various factors, including our overall business performance and market conditions. There can be no guarantee that the Company will be successful in its ability to raise additional capital to fund its business plan.

Net Cash Used in Operating Activities - We used $965,779 of net cash in operating activities for the three months ended June 30, 2026. This cash used in operating activities was primarily attributable to our net loss of $1,613,888.

Net Cash Used in Investing Activities - During the three months ended June 30, 2026, net cash used in investing activities was $12,370.

Net Cash Provided by Financing Activities - During the three months ended June 30, 2026, net cash provided by financing activities of $900,000 consisted of proceeds of common stock receivable of $750,000 and proceeds of $150,000 from the issuance of notes payable.

MATERIAL COMMITMENTS

Notes Payable

As of June 30, 2026, we are obligated on non-convertible notes and accrued interest of $476,456.

VetStem, Inc. Termination of Licensing Agreement

As of June 30, 2026, we have been in discussions with VetStem, Inc. for the termination of the licensing agreement for the PrecisePRP product line. On July 24, 2026, we signed a licensing termination agreement, as discussed in Note 17-Subequent Events.

OFF-BALANCE SHEET ARRANGEMENTS

As of June 30, 2026, and as of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

GOING CONCERN

The financial statements have been prepared assuming that we will continue as a going concern, which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business. Our working capital deficit at June 30, 2026, was $372,293.

The Company incurred a net loss $1,613,888 for the three months ended June 30, 2026, had net cash used in operating activities of $965,779 for the same period, and has an accumulated deficit of $103,051,394 on June 30, 2026. These conditions raise substantial doubt about the Company's ability to continue as a going concern within one year after the date these consolidated financial statements are issued.

Management's plans to address these conditions include continuing efforts to improve operating results, reduce operating costs, increase revenues, and obtain additional capital through debt and/or equity financing arrangements. The Company has historically relied on external financing to fund its operations and expects to continue to seek additional financing as needed.

There can be no assurance that the Company will be successful in achieving profitable operations, securing additional financing on acceptable terms, or successfully implementing its business plan. Accordingly, management has concluded that substantial doubt about the Company's ability to continue as a going concern is not alleviated.

CRITICAL ACCOUNTING POLICIES

We prepare our consolidated financial statements in accordance with generally accepted accounting standards in the United States of America. Our significant accounting policies are described in Note 1 to our condensed consolidated financial statements attached hereto. We believe our significant accounting policies, as described in Note 1 to the condensed consolidated financial statements, involve the most significant judgments and estimates used in the preparation of the condensed consolidated financial statements.

RECENTLY ISSUED ACCOUNTING STANDARDS

The Company has reviewed the FASB issued ASU accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and do not believe that any new or modified principles will have a material impact on the Company's reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of the Company's financial management.

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 Note 16 for further details.

The Company has reviewed the FASB issued ASU accounting pronouncements and interpretations thereof that have effective dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles, other than ASU 2023-09, Income Taxes (Topic 740) discussed above, and do not believe that any new or modified principles will have a material impact on the Company's reported financial position or operations in the near term. The applicability of any standard is subject to formal review of the Company's financial management.

All other newly issued but not yet effective accounting pronouncements have been deemed either immaterial or not applicable.