NOTE 13 – STOCKHOLDERS’ EQUITY

Equity Incentive Plan

On July 10, 2020, our Board of Directors unanimously approved the PetVivo Holdings, Inc. 2020 Equity Incentive Plan (the “2020 Plan”), which authorized the issuance of up to 1,000,000 shares of our common stock as awards under the 2020 Plan, subject to approval by our stockholders at the Annual Meeting of Stockholders held on September 22, 2020, when it was approved by our stockholders and became effective. On October 14, 2022, the stockholders of the Company approved the PetVivo Holdings, Inc. Amended and Restated 2020 Equity Incentive Plan (the “Amended Plan”), which increased the number of shares of the Company’s common stock which may be granted under the Amended Plan from 1,000,000 to 3,000,000. Unless sooner terminated by the Board, the Amended Plan will terminate at midnight on July 10, 2030. The number of shares available to grant under the Plan was 1,134,235 at June 30, 2025.

Preferred Stock

The certificate of designation of rights and preferences has an optional conversion provision whereby each share of Series A Preferred Stock shall be convertible at any time at the option of a holder into shares of Common Stock. The Series A Preferred Stock also has an automatic conversion whereby the preferred shares shall automatically convert into Common Stock upon the one-year anniversary of the issuance of the Series A Preferred Stock. There are no dividends attached to the Series A Preferred Stock. The Series A Preferred Stock was converted to Common Stock on July 18, 2025.

On March 26, 2025, the Company entered into a Subscription Agreement to receive $5,000,000 shares of Series B Preferred Stock. The Company initially received $600,000 of proceeds on March 26, 2025, with the investor receiving an option to invest the remaining $4,400,000 pursuant to the same terms and conditions, which was fully received and funded on June 24, 2025.

Series B Preferred Stock is entitled to receive a specific dividend in an annual amount equal to Ten Percent (10%) of the total amount paid to secure the Series B Convertible Preferred Stock. The dividend shall be paid to the holder by the Company in quarterly payments of Common Stock. The amount of shares pursuant to the dividend shall be calculated by dividing the total quarterly dividend payment by the greater of i) the volume weighted average price of the common stock for the prior trading ten (10) day period from the date the quarterly dividend is owed, or ii) fifty cents ($0.50). Also, non-cumulative dividends may be paid when, and if declared by the Company’s board of directors. Total dividends declared at June 30, 2025 and March 31, 2025 were $28,603 and $0, respectively.

Common Stock

During the three months ended June 30, 2025, the Company issued 220,657 shares of common stock as follows:

The Company has issued shares of common stock to providers of investor relations services. The value of these shares is reported as a prepaid expense and are amortized to expense over the contractual life of the respective consulting agreements. The amortization of stock issued for services was $40,420 and $176,273 for the three months ended June 30, 2025, and 2024, respectively.

Time-Based Restricted Stock Units

The Company has granted time-based restricted stock units to certain participants under the 2020 Plan that are stock settled with common shares. Time-based restricted stock units granted under the 2020 Plan vest over three years. Stock-based compensation expense for time-based restricted stock units was $50,909 and $136,575 for the three months ended June 30, 2025, and 2024, respectively. As of June 30, 2025, there was approximately $61,000 of total unrecognized compensation expense related to time-based restricted stock units that is expected to be recognized over a weighted-average period of one year.

Time-based restricted stock unit activity for the three months ended June 30, 2025 was as follows:

 SCHEDULE OF TIME BASED RESTRICTED STOCK UNITS

Stock Options

Stock options issued to employees and directors typically vest over three years (one year for directors) and have a contractual term of three 3 to seven years. Stock-based compensation expense for stock options was $8,264 and $173,325 for the three months ended June 30, 2025, and 2024, respectively. As of June 30, 2025, there were no unrecognized stock option expense.

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model. Annually, the Company makes predictive assumptions regarding future stock price volatility, dividend yield, expected term, and forfeiture rate. The dividend yield assumption is based on expected annual dividend yield on a grant date. To date, no dividends on common stock have been paid by the Company. Expected volatility for grants is based on historical volatility over a similar period as the expected term. The risk-free interest rate is based on yields of U.S. Treasury securities with maturities similar to the expected term of the options for each option group. The Company uses the “simplified method” to estimate the expected term of the stock option grants. This approach is used because the Company does not have sufficient historical exercise data to develop a reasonable estimate of expected term.

No stock options were granted during the three months ended June 30, 2025. The Company recognized stock-based compensation expense in the current period related to options granted in prior years. The following table summarizes the weighted-average assumptions used in estimating the fair value of stock options granted during the year-ended March 31, 2025.the most recent period in which awards were issued:

 SCHEDULE OF ESTIMATED FAIR VALUE ASSUMPTION

Stock option activity for the three months ended June 30, 2025 is as follows:

 SCHEDULE OF STOCK OPTION ACTIVITY

The following summarizes additional information about the stock options:

 SCHEDULE OF ADDITIONAL INFORMATION ABOUT STOCK OPTIONS

Warrants

During the three months ended June 30, 2025, the Company issued warrants to purchase an aggregate of 370,000 shares of common stock in connection with consulting agreements with a fair value of $108,760. The fair value of the warrants was recorded as $3,350 for the three months ending June 30, 2025. These warrants have terms between 2 years and 3 years. The exercise strike price ranges from $0.75 to $1.00 per share.

These fair value of the warrants issued were arrived at by using the Black-Scholes valuation model with the following assumptions:

 SCHEDULE OF WARRANT’S USING BLACK-SCHOLES VALUATION

A summary of warrant activity for three months ended June 30, 2025 is as follows:

 SCHEDULE OF WARRANT ACTIVITY

Stock-based compensation expense for warrants was $74,024 and $42,395 for the three months ended June 30, 2025, and 2024, respectively. At June 30, 2025, there was $869,054 of future unrecognized warrant expense, to be expensed quarterly over the remaining life of the warrants, over the next 26 months.