Exhibit 3.1
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
December 29, 2020
Date of Report (Date of earliest event reported)
PETVIVO HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 000-55167 | 99-0363559 | ||
|
(State
or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS
Employer
Identification No.) |
|
5251 Edina Industrial Blvd. Edina, Minnesota |
55349 | |
| (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(g) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock | PETV | OTCQB |
Item 3.03 Material Modification to Rights of Security Holders.
On December 29, 2020, PetVivo Holdings, Inc., a Nevada corporation (“PetVivo”), issued a press release announcing the Company’s Board of Directors approved a 1-for 4 reverse stock split of all its outstanding shares of common stock (“Reverse Stock Split”). As a result of the Reverse Stock Split, each 4 shares of the Company’s common stock issued and outstanding as of 5:00 pm (Eastern time) on December 29, 2020 will be automatically combined and converted into one share of common stock. All fractional shares will be rounded up to the nearest whole share.
The Company’s common stock will be assigned a new CUSIP number (716817408) and is expected to begin trading on a split-adjusted basis on Wednesday, December 30, 2020. The Company will trade under a new and temporary ticker symbol “PETVD” for a period of 20 business days including the effective date of the Reverse Stock Split. After the conclusion of the 20-business day period, the Company’s common stock will resume trading under its previous ticker symbol “PETV”.
As a result of this reverse stock split, the Company’s outstanding common shares will be reduced to approximately 6,718,252 shares. Immediately after the Reverse Stock Split, each stockholder’s percentage ownership interest in the Company and proportional voting power will remain unchanged, except for minor changes and adjustments that will result from the treatment of fractional shares.
All of the company’s options, warrants, and other convertible securities that are outstanding immediately before the Reverse Stock Split will also be adjusted by dividing the number of shares of common stock into which the options, warrants, and other convertible securities are exercisable or convertible by 4 and multiplying the exercise or conversion price thereof by 4, all in accordance with the terms of the plans, agreements, or arrangements governing such options, warrants, and other convertible securities.
Concurrent with the Reverse Stock Split, the Board of Directors and Shareholders of PetVivo approved increasing the Company’s authorized common stock (“Increase in Authorized Shares”) to 250 Million shares (250,000,000). The Company’s stockholders approved the Reverse Stock Split and Increase in Authorized Shares at the Regular Meeting of Stockholders held on September 22, 2020.
The Company effectuated the Reverse Stock Split and Increase in Authorized Shares by filing a Certificate of Amendment (“Certificate of Amendment”) to its Company’s Articles of Incorporation, as amended (“Articles”), filed with the Nevada Secretary of State on October 23, 2020, and a Certificate of Correction to the Certificate of Amendment which specified that the effective date of these actions is December 29, 2020 at 5:00 pm Eastern time, filed with the Nevada Secretary of State on December 22, 2020, both of which are filed herewith as Exhibits 3.1 and 3.2, and incorporated herein by reference.
The Press Release announcing the Reverse Stock Split is attached hereto as Exhibit 99.1.
Item 5.03 Amendment to Articles of Incorporation, Bylaws: Changes in Fiscal Year.
The information set forth in Item 5.03 is hereby incorporated by reference into this Item 5.03.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PETVIVO HOLDINGS, INC. | ||
| Date: December 29, 2020 | By: | /s/ John Lai |
| Name: | John Lai | |
| Title: | Chief Executive Officer | |
Exhibit 3.1
Exhibit 3.2
Exhibit 99.1
5251 Edina Industrial Blvd. Minneapolis, MN 55439 | (952) 405-6216 | www.petvivo.com
PRESS RELEASE:
PetVivo Holdings, Inc. Announces Reverse Stock Split
|
MINNEAPOLIS, MN, US, December 29, 2020 — PetVivo Holdings, Inc. (OTCQB: PETV) (the “Company”) announced today that it has approved a 1-for-4 reverse stock split of its shares of common stock (“Reverse Stock Split”). PetVivo’s stockholders granted authority to the Board of Directors to effect this Reverse Stock Split of the Company’s common stock at its stockholder meeting held on September 22, 2020.
The Reverse Stock Split is scheduled to take effect today, December 29, 2020, at 5:00 p.m. ET (the “Effective Time”). The Company’s common stock will begin trading on a split-adjusted basis on Wednesday, December 30, 2020, under the new CUSIP number 716817408. The Company’s trading symbol will change to PETVD for a period of 20 business days, after which the D will be removed from the Company’s trading symbol and it will revert to the symbol of PETV.
John Lai, CEO of the Company, commented, “the purpose of this reverse stock split is to improve the Company’s capital structure related to listing requirements for a planned future listing of the Company’s common stock on the Nasdaq Capital Market® (“Nasdaq”). |
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Pursuant to this reverse stock split, each four (4) shares of the Company’s outstanding common stock, $.001 par value per share, will be automatically combined and converted into one (1) outstanding share of common stock, $.001 par value per share. As a result of this reverse stock split, the Company’s outstanding common shares will be reduced to approximately 6,718,252 shares.
This reverse stock split will affect all shareholders uniformly and accordingly will not alter any shareholders percentage interest and ownership in the Company’s equity, except to the extent that any shareholder would result in owning a fractional common share. Any fractional shares resulting from this reverse stock split will be rounded up to the next whole number of shares.
Shareholders of the Company holding their shares through a brokerage or street account will have their shares automatically adjusted to reflect this 1-for-4 reverse stock split. In the case of shareholders holding shares in certificated form, they need to exchange their present certificates for new stock certificates. Shareholders should direct any questions concerning this reverse stock split and exchange of their certificates to their broker or to the Company’s Transfer Agent, Equity Stock Transfer, at https://equitystock.com/contact.
Concurrent with the reverse stock split, the Company increased its authorized shares of common stock to 250 million shares (250,000,000), which increase was approved by the Company’s stockholders at the September 22, 2020 meeting.
About PetVivo Holdings, Inc.
PetVivo Holdings Inc. (OTCQB: PETV) is an emerging biomedical device company currently focused on the manufacturing, commercialization and licensing of innovative medical devices and therapeutics for companion animals. The Company’s strategy is to leverage human therapies for the treatment of companion animals in a capital and time efficient way. A key component of this strategy is the accelerated timeline to revenues for veterinary medical devices, which enter the market much earlier than more stringently regulated pharmaceuticals and biologics.
PetVivo has a pipeline of seventeen products for the treatment of animals and people. A portfolio of eighteen patents protects the Company’s biomaterials, products, production processes and methods of use. The Company’s lead product Kush, a veterinarian-administered, intraarticular injection for the treatment of osteoarthritis in dogs and horses, is scheduled for expanded commercial sale later this year.
CONTACT:
John Lai, CEO
PetVivo Holdings, Inc.
Email: info1@petvivo.com
(952) 405-6216
Forward-Looking commercial Statements:
The foregoing material may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, including without limitation the Company’s proposed development and commercial timelines, and can be identified by the use of words such as “may,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” “believe,” “potential,” “should,” “continue” or the negative versions of those words or other comparable words. Forward-looking statements are not guarantees of future actions or performance. These forward-looking statements, including the potential listing of the Company’s common stock on Nasdaq, are based on information currently available the Company and its current plans or expectations and are subject to a number of uncertainties and risks that could significantly affect current plans. Risks concerning the Company’s business are described in detail in the Company’s Annual Report on Form 10-K for the year ended March 31, 2020 and other periodic and current reports filed with the Securities and Exchange Commission. The Company is under no obligation to, and expressly disclaims any such obligation to, update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.
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