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STOCKHOLDERS’ EQUITY
 3 Months Ended
Jun. 30, 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 June 30, 2026.

 

Sale of Common Stock

 

In March 2026, the Company entered into a private placement with an over ten percent shareholder, 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.

 

 

In June 2026, the Company entered into a private placement with an over ten percent shareholder, pursuant to which it agreed to sell 1,875,000 shares of restricted common stock at a purchase price of $0.80 per share for aggregate proceeds of $1,500,000. As of June 30, 2026, the Company had received $150,000 of the purchase price pursuant to the subscription agreement for the issuance of 187,500 shares of common stock. The terms allow for 30-day extensions with the extended maturity date of September 15, 2026.

 

Preferred Stock

 

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, 2026 and March 31, 2026 were $125,000 and $403,603, 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 three months ended June 30, 2026, the Company issued 1,744,326 shares of common stock as follows:

 

i) 937,500 shares in April 2026 and June 2026 in connection with the sale of stock at a price of $0.80 per share in exchange for proceeds of $750,000 recorded against common stock.
ii) 200,000 shares in June 2026 to a service provider for consulting services fair valued based on the market price on the date of grant of $160,000. The Company will expense these shares on a monthly bases through September 2026.
iii) 368,152 shares to employees in April 2026 to June 2026 for performance services fair valued at $280,475 based on the market price at date of grant and expensed in the same period that they were issued.
iv) 176,174 shares in April 2026, fair valued at $125,000, for conversion of $125,000 of accrued dividends on Series B Preferred Stock.
v) 62,500 shares in April 2026 to the board of directors for advisory services and compensation fair valued at $42,000 based on the market price date of grant.

 

The Company has issued shares of common stock to providers of investor relations services. The value of these shares are 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 $51,467 and $40,420 for the three months ended June 30, 2026, and 2025, respectively.

 

Stock Options

 

Stock options issued to employees and directors typically vest over three years (one year for directors) and have a contractual term of seven years. Stock-based compensation expense for stock options was $0 and $8,264 for the three months ended June 30, 2026, and 2025, respectively. As of June 30, 2026, all outstanding options were fully vested; therefore, there was no unrecognized stock option expense.

 

 

No stock options were granted during the three months ended June 30, 2026; therefore, no weighted-average assumptions are presented for the period.

 

Stock option activity for the three months ended June 30, 2026 is as follows:

 

   Options
Outstanding		   Weighted-
Average
Exercise
Price Per
Share		  

Weighted-

Average

Remaining

Contractual

Life

 

Aggregate

Intrinsic

Value (1)

 
Balance at March 31, 2026   35,954   $1.06   0.75 years  $            - 
Granted   -    -         
Cancelled   -    -         
Balance at June 30, 2026   35,954   $1.06   0.75 years  $- 
                   
Options exercisable at June 30, 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 $0.84 for the Company’s common stock on June 30, 2026 and the closing stock price of $0.70 for the Company’s common stock on March 31, 2026.

 

Warrants

 

During the three months ended June 30, 2026, the Company issued warrants to purchase an aggregate of 75,000 shares of common stock in connection with a consulting agreement with a fair value of $56,250 for the life of the warrants. The fair value of the warrants were recorded as $2,050 for the three months ending June 30, 2026. These warrants have a term of 3 years. The exercise strike price is $0.75 per share.

 

These fair value of the warrants issued was estimated using the Black-Scholes valuation model with the following assumptions:

 

   

Three Months

Ended

     Year Ended  
    June 30, 2026     March 31, 2026  
Stock price on valuation date   $ 0.74     $ 0.70 - $1.15  
Exercise price   $ 0.75     $ 0.75 - $1.10  
Term (years)     3.0       2.0 – 3.0  
Volatility     105.7 %     106.1 – 119.3 %
Risk-free rate     4.14 %     3.72% – 3.81 %

 

A summary of warrant activity for three months ended June 30, 2026 is as follows:

 

   Number of

Warrants		   Weighted-
Average
Exercise
Price		   Weighted
Average
Remaining
Contractual
Term
(in years)		   Weighted-
Average
Exercisable
Price		 
                 
Outstanding, March 31, 2026   15,999,081   $2.26    1.58   $2.26 
Granted and issued   75,000    0.75    3.00    0.75 
Exercised   -    -    -    - 
Expired   -    -    -    - 
Outstanding, June 30, 2026   16,074,081   $2.25    1.49   $2.25 

 

 

Stock-based compensation expense for warrants was $132,133 and $74,024 for the three months ended June 30, 2026, and 2025, respectively. At June 30, 2026, there was $1,430,601 of future unrecognized warrant expense, to be expensed quarterly over the remaining life of the warrants, over the next 27 months.