UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~September~~October 30, 2025

Date of Report (Date of earliest event reported)

PETVIVO HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada

001-40715

99-0363559

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

5151 Edina Industrial Blvd.

Suite 575

Edina, Minnesota

55439

(Address of principal executive offices)

(Zip Code)

(952) 405-6216

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	PETV	OTCQX
Warrants	PETVW	OTCID

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item1~~Item 5.0102 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Agreement~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective as of ~~September~~October 3028, 2025, ~~four~~the ~~shareholders~~Board ~~(the~~of ~~“Lenders”)~~Directors of PetVivo Holdings, Inc. (the “Company”) ~~entered into~~increased ~~note conversion agreements (“Conversion Agreements”) to convert~~ the ~~outstanding~~size ~~balances~~ of ~~fourteen~~the ~~promissory notes~~Board ~~(“Notes”)~~from ~~having~~seven andirectors ~~aggregate~~to ~~debt~~eight ~~outstanding~~directors ofand ~~$2,018,155~~appointed ~~consisting~~Josh ofRuben ~~principal~~as ~~amount~~a ofmember ~~$1.850,000, plus total accrued interest~~ of ~~$168,155. The Notes converted into 3,669,806 shares of Company common stock (“Shares”). The effective conversion prices of~~ the ~~Notes range from $0~~Board.50 ~~to $0~~Mr.75 ~~per Share and the Notes were fully converted~~Ruben, ~~thereby~~age ~~considered paid in full~~39, ~~and~~will ~~cancelled upon~~serve ~~the~~until ~~issuance of~~ the ~~Shares.~~next annual ~~The~~meeting ~~issuance~~ of ~~restricted~~shareholders ~~shares~~ of the Company’s ~~common~~and ~~stock~~until ~~upon~~his ~~conversion~~successor ofis ~~the~~duly ~~Promissory Notes~~elected ~~are~~and ~~exempt~~qualified, ~~from~~or ~~registration~~until ~~under~~his ~~Section~~earlier ~~4(a)(2)~~death, ofresignation or ~~the Securities Act~~removal. The ~~Lenders~~Board ~~are~~has ~~sophisticated~~affirmatively ~~and~~determined ~~represented in writing~~ that ~~they are accredited investors and acquired the securities for their own account for investment purposes~~Mr. ARuben ~~legend~~is ~~was~~“independent” ~~placed~~under on the ~~stock~~rules ~~certificates~~and ~~issued~~regulations ~~upon conversion~~ of the ~~Promissory Notes stating that the securities are “restricted securities”~~ ~~under~~U.S. ~~Rule~~Securities ~~144~~Exchange Act of ~~the Securities Act~~1934, ~~have~~as ~~not~~amended ~~been registered under~~ (the ~~Securities~~“Exchange Act ~~and cannot be sold or otherwise transferred without registration or an exemption therefrom~~”).

~~The~~Mr. ~~foregoing~~Ruben is ~~only~~the aManaging ~~summary~~Director of ~~the~~Life ~~material~~Sciences ~~terms~~at ofTrinity ~~the~~Capital ~~Conversion~~where ~~Agreements~~he ~~and~~focuses ~~does~~on ~~not~~venture ~~purport~~lending to behealthcare acompanies. ~~complete~~Mr. ~~description~~Ruben joined Trinity after twelve years of ~~the~~investment banking, most recently for three years at RBC Capital Markets where he was Head ~~rights~~of Life Science Tools and ~~obligations~~Diagnostics ofcoverage ~~the~~and ~~parties~~prior ~~thereunder.~~to ~~The~~RBC, ~~summary~~for nine years at Wells Fargo Securities where he was a Director of ~~the~~Investment ~~Conversion~~Banking. ~~Agreement~~He is ~~qualified~~a published expert in ~~its~~corporate ~~entirety~~finance bywith ~~reference~~a tobackground in economics. He holds degrees from Pomona ~~the~~College ~~form~~and Harvard Business School. Mr. Ruben’s long track record of ~~such~~successful ~~agreement~~experiences in analyzing life sciences companies, capital ~~which~~investments isand ~~filed~~his asoverall ~~Exhibit~~finance ~~10.1~~background, ~~this~~including ~~Current~~executing ~~Report~~billions of dollars of M&A and ~~incorporated~~securities ~~herein~~transactions, are bymaterial ~~reference~~factors regarding his qualifications to serve on the Board of Directors of the Company.

~~Item1~~Mr.02 Ruben’s ~~Termination~~compensation for service as a non-employee director will be consistent with that of the Company’s other non-employee directors, as pro-rated for his time of service as a ~~Material~~director. ~~Definitive~~The ~~Agreement~~non-employee director compensation program was recently released and is described in the Company’s Current Report on Form 8-K filed on October 8, 2025, with the Securities and Exchange Commission.

ToThere ~~the~~are ~~extent~~no ~~required~~arrangements byor ~~Item~~understandings 1between Mr.02 ofRuben ~~Form~~and ~~8-K,~~any other persons pursuant to which he was selected as a director of the Company ~~information~~and ~~contained~~there are no transactions or proposed transactions in ~~Item~~which 1Mr.01 Ruben has a direct or indirect interest requiring disclosure under Item 404(a) of ~~this~~Regulation ~~Current~~S-K ~~Report~~or onItem 5.02(d) of Form 8-K. isMr. ~~incorporated~~Ruben does not have any family relationship with any of the Company’s ~~herein~~directors or executive officers or any persons nominated or chosen by ~~reference~~the Company to be a director or executive officer.

At this time, Mr. Ruben has not been appointed to any committees.

The press release announcing his appointment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits.
10.1	Form of Conversion Agreement between the Company and the Noteholders
104	Cover Page Interactive Data File (formatted as Inline XBRL)

(d) Exhibits.

99.1	Press Release dated October 28, 2025
104	Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	PETVIVO HOLDINGS, INC.
Date: September 30, 2025	By:	/s/ John Lai
Date: October 30, 2025	By:	/s/ John Lai
	Name:	John Lai
	Title:	Chief Executive Officer

Filing Compare · PetVivo Holdings, Inc.