v3.26.1
STOCKHOLDERS’ EQUITY
 12 Months Ended
Mar. 31, 2026
Equity [Abstract]  
STOCKHOLDERS’ EQUITY

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 Amended Plan is administered by the Compensation Committee of our Board of Directors (the “Committee”), which has full power and authority to determine when and to whom awards will be granted, and the type, amount, form of payment, any deferral payment, and other terms and conditions of each award. Subject to provisions of the Amended Plan, the Committee may amend or waive the terms and conditions, or accelerate the exercisability, of an outstanding award. The Committee also has the authority to interpret and establish rules and regulations for the administration of the Amended Plan. In addition, the Board of Directors may also exercise the powers of the Committee.

 

The number of shares available to grant under the Amended Plan was 0 shares at March 31, 2026.

 

 

Sale of Common Stock

 

Between April 2024 and February 2025, the Company sold an aggregate of 3,060,588 shares of restricted common stock in private offerings to various investors at prices ranging from $0.50 to $0.70 per share, raising total gross proceeds of $2,050,100.

 

In February 2026, the Company sold 343,750 shares of restricted common stock in a private offering to an investor at a price of $0.80 per share, raising gross proceeds of $275,000.

 

In March 2026, the Company entered into a private placement pursuant to which it agreed to sell 1,250,000 shares of restricted common stock at a purchase price of $0.80 per share for aggregate proceeds of $1,000,000. As of March 31, 2026, the Company had received $400,000 of the purchase price and recorded the remaining $600,000 as a subscription receivable pursuant to an enforceable subscription agreement. The transaction was recorded as common stock to be issued and a subscription receivable at March 31, 2026. The remaining $600,000 was received on April 20, 2026.

 

Preferred Stock

 

For the year ended March 31, 2025, the Company issued 3,045,000 shares of Series A preferred stock in exchange for proceeds of $1,218,000 at a price of $0.40 per share.

 

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.

 

 

On March 26, 2025, the Company entered into a Subscription Agreement to receive $5,000,000 of equity financing in exchange for 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. Dividends declared were $403,603 and $0 for the years ended March 31, 2026, and 2025, respectively.

 

Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, no distributions of available funds and assets will be made to the holders of Common Stock until the holders of Series B Preferred Stock and Series A Preferred Stock receive a per share amount equal to the original issue price.

 

Common Stock

 

During the year ended March 31, 2026, the Company issued a total of 11,668,382 shares of common stock as detailed below:

 

i) 60,000 shares, in aggregate, 20,000 equally in April, May and June 2025 to service providers for consulting services fair valued at $40,420 based on the market price on the date of grant. The Company expensed these shares on a monthly basis through June 30, 2025.
ii) 82,657 shares related to vesting of restricted stock units (“RSUs”), vesting in April and June 2025.
iii) 8,000 shares in June 2025, fair valued at $6,000, in connection with the conversion of an outstanding accounts payable balance of $6,000
iv) 70,000 shares in June 2025 in connection with the exercise of a warrant in exchange for proceeds of $140,000 at a price of $2.00 per share.
v) 19,372 shares in July 2025 to a service provider for advisory services fair valued at $15,000, based on the market price on the date of grant and expensed for the period ending June 30, 2025.
vi) 707,669 shares to employees in July and September 2025 for performance services fair valued at $558,660 based on the market price at date of grant and expensed for the period ending September 30, 2025.
vii) 3,045,000 shares in July 2025 for conversion of Series A Preferred Stock on a share-for-share basis.
viii) 38,138 shares in September 2025, fair valued at $28,604, for conversion of $28,604 of accrued dividends on Series B Preferred Stock.
ix) 1,000,000 shares in September 2025 for purchase of an exclusive licensing agreement fair valued at $800,000.
x) 72,500 shares related to vesting of restricted stock units (“RSUs”), vesting in July and September 2025.
xi) 3,669,806 shares on September 30, 2025, with a fair value of $2,018,154, for the conversion of $1,850,000 in convertible notes plus accrued interest of $168,154.
xii) 89,935 shares in October 2025 to the board of directors for advisory services and compensation fair valued at $107,024, based on the market price date of grant and expensed for the period ending December 31, 2025.
xiii) 411,286 shares to employees in October and December 2025 for performance services fair valued at $480,895, based on the market price at date of grant and expensed for the period ending December 31, 2025.
xiv) 105,042 shares in October 2025, fair valued at $125,000, for conversion of $125,000 of accrued dividends on Series B Preferred Stock.
xv) 870,000 shares in October, November, and December 2025 in connection with the exercise of warrants in exchange for proceeds of $711,750 at prices ranging between $0.50 to $0.90 per share
xvi) 20,000 shares related to vesting of restricted stock units (“RSUs”), vesting in December 2025.
xvii) 84,000 shares in January 2026 to a service provider for consulting services fair valued at $95,760 based on the market price on the date of grant. The Company will expense these shares on a monthly basis through December 31, 2026.

 

 

xviii) 109,650 shares in January 2026, fair valued at $125,000, for conversion of $125,000 of accrued dividends on Series B Preferred Stock.
xix) 15,097 shares in January and February 2026, to a service provider for advisory services fair valued at $16,782 based on the market price at date of grant and expensed in the same period that they were issued.
xx) 200,148 shares to employees in January and March 2026 for performance services fair valued at $141,330 based on the market price at date of grant and expensed in the same period that they were issued.
xxi) 136,332 shares in January 2026 and March 2026 to the board of directors for advisory services and compensation fair valued at $98,640 based on the market price date of grant and expensed in the same period they were issued.
xxii) 843,750 shares in January 2026 to March 2026 in connection with the sale of stock at a price of $0.80 per share in exchange for proceeds of $675,000
xxiii) 10,000 shares in March 2026 to a service provider for consulting services fair valued at $6,940 based on the market price at date of grant and expensed for the period ending March 31, 2026.

 

During the year ended March 31, 2025, the Company issued a total of 7,122,917 shares of common stock and canceled 25,000 shares, as detailed below:

 

i) 1,889,434 shares in connection with the sale of stock in April and May 2024 in exchange for proceeds of $1,322,600 at a price of $0.70 per share;
ii) 430,798 shares in April 2024 in connection with the conversion of a convertible note plus interest in exchange for proceeds of $301,558 at a price of $0.70 per share;
iii) 320,000 shares in April 2024 to service providers for consulting services fair valued based on the market price on the date of grant of $173,400;
iv) 56,000 shares in May 2024 to service providers for consulting services fair valued based on the market price on the date of grant of $40,760;
v) 150,000 shares related to vesting of restricted stock units (“RSUs”), vesting in April 2024;
vi) 120,000 shares in July 2024 to service providers for consulting services fair valued based on the market price on the date of grant of $56,020;
vii) 5,000 shares related to vesting of restricted stock units (“RSUs”), vesting in July 2024;
viii) 37,312 shares related to vesting of restricted stock units (“RSUs”), vesting in September 2024;
ix) 240,000 shares in October 2024 to the Company’s executive officers, in lieu of compensation fair valued at $132,000, based on the market price on the date of grant;
 x) (25,000) shares returned in October 2024 by an executive officer for cancellation of shares issued in lieu of compensation valued at $13,750;
xi) 90,000 shares related to vesting of restricted stock units (“RSUs”), vesting in October 2024; and
xii) 225,000 shares in connection with the sale of stock in October and November 2024 in exchange for proceeds of $112,500 at a price of $0.50 per share;
xiii) 25,000 shares in October 2024 to a service provider for consulting services fair valued based on the market price on the date of grant of $11,500;
xiv) 60,000 shares in December 2024 to a service provider for consulting services fair valued based on the market price on the date of grant of $26,280;
xv) 375,000 shares in December 2024 to the Company’s executive officers for performance services fair valued based on the market price on the date of grant of $150,750;
xvi) 121,808 shares in December 2024 to the Company’s executive officers for conversion of accrued bonus fair valued at $50,000;
xvii) 72,812 shares related to vesting of restricted stock units (“RSUs”), vesting in December 2024.
xviii) 946,154 shares in connection with the sale of stock in January and February 2025 in exchange for proceeds of $615,00 at a price of $0.65 per share;
xix) 104,000 shares in January 2025 to service providers for consulting services fair valued based on the market price on date of grant of $77,780;
xx) 70,000 shares in January and February 2025 to employees for performance services fair valued based on the on date of grant of $41,500;
xxi) 52,500 shares related to vesting of restricted stock units (“RSUs”), vesting in January 2025;

 

 

xxii) 20,000 shares in February 2025 to service providers for consulting services fair valued based on the market price on the date of grant of $16,000;
xxiii) 20,000 shares in February 2025 to a Board Director for consulting services fair valued based on the market price on the date of grant of $10,800;
xxiv) 1,000,000 shares in February 2025 for purchase of an exclusive licensing agreement with VetStem, Inc fair valued at $1,000,000
xxv) 20,000 shares in March 2025 to service providers for consulting services fair valued at market on the date of grant of $11,000;
xxvi) 230,770 shares in March 2025 for investment in Digital Landia valued at $150,000;
xxvii) 225,000 shares in March 2025 to the Company’s executive officers for performance services fair valued at market on the date of grant of $156,250;
xxviii) 68,628 shares in March 2025 to the Company’s executive officers for conversion of accrued bonus fair valued at $35,000;
xxix) 150,072 shares in March 2025 for stock option buyout program fair valued at $72,808;
xxx) 20,312 shares related to vesting of restricted stock units (“RSUs”), vesting in March 2025;
xxxi) 2,317 shares in March 2025 related to a cashless warrant exercise

 

The Company has issued shares of common stock to providers of consulting services which are reported in the Consolidated Statements of Stockholders’ Equity. 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 as reported in the Consolidated Statements of Cash Flows was $192,676 and $574,291 for the years ended March 31, 2026 and 2025, respectively.

 

Time-Based Restricted Stock Units

 

The Company has granted time-based restricted stock units to certain participants under the Amended Plan that are stock-settled with common shares. Time-based restricted stock units granted under the Amended Plan vest over three years. At March 31, 2026, there was $0 total unrecognized pre-tax compensation expense related to time-based restricted stock units.

 

The time-based restricted stock unit activity for the year ended March 31, 2026, was as follows:

 

  

Units

Outstanding

   Weighted Average Grant Date Fair Value Per Unit   Aggregate Intrinsic Value (1) 
Balance at March 31, 2024   32,000   $4.08   $32,000 
Granted   611,250    0.66    - 
Vested   (427,936)   0.89    - 
Cancelled   (10,000)   3.04    - 
Balance at March 31, 2025   205,314   $0.58   $123,188 
Vested   (185,314)   0.59    - 
Cancelled/Forfeited   (20,000)   0.55    - 
Balance at March 31, 2026   -   $-   $- 

 

1) The aggregate intrinsic value of restricted stock units outstanding is calculated as the difference between the exercise price of the underlying awards and the closing stock price of $0.60 for the Company’s common stock on March 31, 2025 and the closing stock price of $0.70 for the Company’s common stock on March 31, 2026.

 

Stock Options

 

Stock options issued to employees typically vest over three years and have a contractual term of seven years. Stock-based compensation expense included in the Consolidated Statements of Operations was $13,772 and $485,109 for the years ended March 31, 2026, and 2025, respectively. As of March 31, 2026, all outstanding options were fully vested; therefore, there was no unrecognized stock option expense.

 

 

No stock options were granted or valued during the year ended March 31, 2026; therefore, no weighted-average assumptions are presented for the period.

 

Stock option activity for the years ended March 31, 2026 and 2025 was as follows:

 

SCHEDULE OF STOCK OPTION ACTIVITY

  

Options

Outstanding

   Weighted- Average Exercise Price Per Share   Weighted-Average Remaining Contractual Life   Aggregate Intrinsic Value (1) 
Balance at March 31, 2024   1,509,122   $1.98    5.7 years   $- 
Granted   122,000    0.80    -    - 
Cancelled   (1,473,168)   2.02    -    - 
Balance at March 31, 2025   157,954    0.86    0.2 years   $- 
Granted   -    -    -    - 
Exercised   -    -    -    - 
Cancelled/Forfeited   (122,000)   0.80    -    - 
Balance at March 31, 2026   35,954   $1.06    0.75 years    $- 
                     
Options exercisable at March 31, 2026   35,954   $1.06    0.75 years   $- 

 

(1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of $0.70 for the Company’s common stock on March 31, 2026, and the closing stock price of $0.60 for the Company’s common stock on March 31, 2025.

 

 

Warrants

 

During the year ended March 31, 2026, the Company issued warrants to purchase an aggregate of 2,490,000 shares of common stock as follows:

 

i) 470,000 warrants from June 2025 through January 2026 in connection with consulting agreements fair valued at $147,483 and recorded as stock compensation expense.
ii) 2,020,000 warrants from January through March 2026 in connection with the sale of stock in a private offering

 

These warrants’ fair values were arrived at by using the Black-Scholes valuation model with the following assumptions:

 

SCHEDULE OF WARRANT’S USING BLACK-SCHOLES VALUATION

 

   Year Ended   Year Ended 
   March 31, 2026  

March 31, 2025

 
Stock price on valuation date  $0.70-$1.15    $0.49 - $0.68  
Exercise price  $0.75-$1.10   $ 0.50 -$3.00 
Term (years)   2.0 – 3.0    2.0 – 3.0 
Volatility   106.1-119.3%    115.1%-140.1%
Risk-free rate   3.72-3.81%    4.02 – 4.64%

 

A summary of warrant activity for the years ended March 31, 2026, and 2025 is as follows:

 

 

  

Number of

Warrants

  

Weighted-

Average

Exercise

Price

   Weighted Average Remaining Contractual Term (in years)  

Weighted-

Average

Exercisable

Price

 
                 
Outstanding, March 31, 2024   7,768,946    3.29    5.7    3.29 
Issued   7,110,232    -    -    - 
Expired   (246,319)   -    -    - 
Outstanding, March 31, 2025   14,632,859   $2.40    2.1    2.40 
Granted and issued   2,490,000    0.83    2.83    0.83 
Exercised   (940,000)   0.91    -    0.97 
Expired   (183,778)   -    -    - 
Outstanding, March 31, 2026   15,999,081    -    0    - 
                     
Warrants exercisable at March 31, 2026   15,999,081   $2.26    1.58   $2.26 

 

During the year ended March 31, 2025, the Company issued warrants to purchase an aggregate of 7,110,232 shares of common stock as follows:

 

i) 430,798 warrants in April 2024 in connection with the conversion of convertible debentures to common stock valued at $96,456;
ii) 1,889,434 warrants in May 2024 in connection with the sale of stock in a private offering;
iii) 3,045,000 warrants in July 2024 in connection with the sale of Series A preferred stock in a private offering;
iv) 250,000 warrants in February and March 2025 in connection with the purchase of an exclusive license agreement with VetStem; fair value of $46,030;
vi) 1,000,000 warrants in February 2025 in connection with the investment in Digital Landia fair valued at $35,197;
vii) 95,000 warrants in March 2025 to a service provider fair valued at $15,775

 

 

Warrants expense was recorded at $343,184 and $300,230 for the year ended March 31, 2026 and 2025, respectively. At March 31, 2026, unrecognized warrant expense of $344,021 is expected to be recognized on a quarterly basis over the remaining 13 to 35 month vesting period.