Exhibit
10.1
SECURITIES
PURCHASE AGREEMENT
This
Securities Purchase Agreement (this “Agreement”) is made as of April 17, 2023, by and between PetVivo Holdings,
Inc., a Nevada corporation (the “Company”) and each purchaser identified on the signature pages hereto (each,
including its successors and assigns, a “Purchaser” and, collectively, the “Purchasers”).
RECITALS
WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement (Registration
No. 333-264700; May 13, 2022 effective date) under the Securities Act (as defined herein), the Company desires to issue and sell to each
Purchaser, and each Purchaser desires to purchase from the Company, securities of the Company as more fully described in this Agreement.
TERMS
AND CONDITIONS
In
consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the Company and each Purchaser, severally and not jointly, agree as follows:
ARTICLE
I.
DEFINITIONS
1.1 Definitions.
In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings set forth in this Section
1.1:
“Base
Prospectus” means the prospectus, dated May 13, 2022, contained in the Registration Statement.
“Board”
means the board of directors of the Company.
“Closing”
means the closing of the purchase and sale of the Shares pursuant to Section 2.2.
“Closing
Date” means the Trading Day on which all conditions precedent to (i) each Purchaser’s obligations to pay the Subscription
Amount and (ii) the Company’s obligations to deliver the Shares, in each case, have been satisfied or waived.
“Commission”
means the United States Securities and Exchange Commission.
“Common
Stock” means the common stock of the Company, and any other class of securities into which such securities may hereafter be
reclassified or changed.
“Disclosure
Package” means, collectively, the Prospectus, together with the documents incorporated by reference therein.
“Exchange
Act” means the Securities Exchange Act of 1934, as amended. “Prospectus” means the Prospectus Supplement
or Prospectus Supplements, as applicable, together with the Base Prospectus.
“Prospectus
Supplement” or “Prospectus Supplements” means the supplement or supplements to the Base Prospectus complying
with Rule 424(b) of the Securities Act that is filed with the Commission and delivered by the Company to each Purchaser at or before
the Closing.
“Registration
Statement” means the effective registration statement with Commission File No. 333-264700 that registered the sale of the Shares
to the Purchasers, as such Registration Statement may be amended and supplemented from time to time (including pursuant to Rule 462(b)
of the Securities Act).
“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Shares”
means, with respect to a particular Purchaser, the number of shares of Common Stock issued or issuable to such Purchaser pursuant to
this Agreement.
“Short
Sales” means, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act,
whether or not against the box, and forward sale contracts, options, puts, calls, short sales, “put equivalent positions”
(as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements, and sales and other transactions through non-U.S. broker-dealers
or foreign regulated brokers.
“Subscription
Amount” means, with respect to a particular Purchaser, the amount to be paid for the Shares purchased hereunder by such Purchaser
as specified below such Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription Amount”
in United States dollars and in immediately available funds.
“Trading
Day” means a day on which the Nasdaq Stock Market is open for trading.
“Transfer
Agent” means Equity Stock Transfer, 237 West 37th Street, Suite 602, New York, NY 10018, and any successor transfer
agent of the Company.
ARTICLE
II.
PURCHASE
AND SALE
2.1 Closing.
The Company has authorized the sale and issuance to each Purchaser, and each Purchaser agrees, severally and not jointly, to purchase
from the Company, the Shares for a purchase price of $2.75 per Share.
(a) The
offering and sale of the Shares (the “Offering”) is being made pursuant to (i) the Registration Statement filed by
the Company with the Commission, including the Base Prospectus (Registration No. 333-264700; May 13, 2022 effective date); (ii) if applicable,
certain “free writing prospectuses” (as that term is defined in Rule 405 under the Securities Act) that have been or will
be filed, if required, with the Commission and delivered to each Purchaser on or before the date hereof, containing certain supplemental
information regarding the terms of the Offering and the Company; and (iii) the Prospectus Supplement containing certain supplemental
information regarding the Shares and the terms of the Offering and information that may be material to the Company and its securities
that was delivered to each Purchaser and will be filed with the Commission.
(b) At
the Closing, the Company and each Purchaser agree, severally and not jointly, that such Purchaser will purchase from the Company and
the Company will issue and sell to such Purchaser, upon the terms and conditions set forth herein, the Shares. The Shares are being issued
directly by the Company to the Purchasers.
2.2 Closing
and Delivery of the Shares and Funds.
(a)
The Closing shall take place at the offices of Fox Rothschild LLP, City Center, 33 South Sixth Street, Suite 3600, Minneapolis, MN 55402,
or such other location as the parties shall mutually agree on the Closing Date. At the Closing, (i) each Purchaser shall deliver to the
Company, via check or wire transfer in accordance with the instructions provided by the Company, immediately available funds equal to
the Subscription Amount set forth opposite such Purchaser’s name on the signature page of this Agreement hereto, and (ii) the Company
shall deliver, or cause to be delivered, to each Purchaser, the Shares by electronic delivery to such Purchaser’s designated book-entry
account with the Transfer Agent or such other method approved by the Purchaser.
(b) The
Company’s obligation to issue and sell the Shares to each Purchaser and each Purchaser’s obligation to purchase the Shares
from the Company shall be subject to: (i) no stop order suspending the effectiveness of the Registration Statement or any part thereof,
or preventing or suspending the use of the Base Prospectus or the Prospectus or any part thereof, shall have been issued and no proceedings
for that purpose or pursuant to Section 8A under the Securities Act shall have been initiated or threatened by the Commission, and (ii)
no objection shall have been raised by the Nasdaq Stock Market LLC and unresolved with respect to the consummation of the transactions
contemplated by this Agreement.
ARTICLE
III.
REPRESENTATIONS
AND WARRANTIES
3.1 Representations,
Warranties, and Covenants of the Company. The Company acknowledges, represents, and warrants to, and agrees with, each Purchaser
that:
(a)
The Company has the requisite right, power, and authority to enter into this Agreement, to authorize, issue, and sell the Shares as
contemplated by this Agreement and to perform and to consummate the transactions contemplated hereby; and this Agreement has
been duly authorized, executed, and delivered by the Company, and constitutes the valid and binding obligation of the Company
enforceable against the Company in accordance with its terms, except (i) as may be limited by bankruptcy, insolvency, reorganization
or other similar laws relating to the enforcement of creditors’ rights generally and by general principles of equity and (ii)
to the extent any indemnification or contribution provisions contained herein may further be limited by applicable laws and
principles of public policy.
(b) The
Shares to be issued and sold by the Company to the Purchasers under this Agreement have been duly authorized and the Shares, when issued
and delivered against payment therefor as provided in this Agreement, will be validly issued, fully paid, and non-assessable and free
of any preemptive or similar rights. The Registration Statement is effective under the Securities Act and no stop order preventing or
suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the
Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission.
The Company, if required by the rules and regulations of the Commission, proposes to file the Prospectus with the Commission pursuant
to Rule 424(b) in relation to the sale of the Shares.
(c) The
execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not (i) result in a breach
or violation of any of the terms and provisions of, or constitute a default under, any law, rule or regulation to which the Company or
any subsidiary is subject, or by which any property or asset of the Company or any subsidiary is bound or affected, (ii) conflict with,
result in any violation or breach of, or constitute a default (or an event that with notice or lapse of time or both would become a default)
under, or give to others any right of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or
both) of, any agreement, lease, credit facility, debt, note, bond, mortgage, indenture or other instrument or obligation or other understanding
to which the Company or any subsidiary is a party of by which any property or asset of the Company or any subsidiary is bound or affected,
or (iii) result in a breach or violation of any of the terms and provisions of, or constitute a default under, the Company’s certificate
of incorporation, except, in the case of clauses (i) and (ii), for such breaches, violations, defaults, or conflicts which are not, individually
or in the aggregate, reasonably likely to result in a material adverse effect upon the business, prospects, properties, operations, condition
(financial or otherwise) or results of operations of the Company and its subsidiaries, taken as a whole, or in its ability to perform
its obligations under this Agreement.
(d) The
Company shall, by 5:30 p.m. Eastern time on the second Trading Day immediately following the Closing Date, issue a Current Report on
Form 8-K including the form of this Agreement and an opinion of legal counsel as to the validity of the Shares as exhibits thereto. Effective
upon the issuance of such Form 8-K referred to in this Section 3.1(d), the Company acknowledges and agrees that any and all confidentiality
or similar obligations under any agreement, whether written or oral, between the Company, any of its subsidiaries or any of their respective
officers, directors, agents, employees or affiliates on the one hand, and any of the Purchasers or any of their affiliates on the other
hand, shall terminate.
(e) The
Purchasers shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other persons for
fees of a type contemplated in this section that may be due in connection with the transactions contemplated by this Agreement.
3.2 Representations,
Warranties, and Covenants of Each Purchaser. Each Purchaser, severally and not jointly, acknowledges, represents, and warrants to,
and agrees with, the Company that:
(a) At
the time such Purchaser was offered the Shares, it was, and as of the date hereof it is, either (i) an “accredited investor”
as defined in Rule 501(a) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under
the Securities Act.
(b) It
has had the opportunity to review this Agreement and the Company’s filings with the Commission and has been afforded (i) the opportunity
to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms
and conditions of the offering of the Shares and the merits and risks of investing in the Shares, (ii) access to information about the
Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to
evaluate its investment and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without
unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment.
(c) No
agent of the Company has been authorized to make and no such agent has made any representation, disclosure, or use of any information
in connection with the issue, placement, purchase, and sale of the Shares, except as set forth in or incorporated by reference in the
Base Prospectus or the Prospectus Supplement or as otherwise contemplated by this Agreement.
(d) (i)
Such Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated
hereby; and this Agreement has been duly authorized, executed, and delivered by such Purchaser and (ii) this Agreement constitutes the
valid and binding obligation of such Purchaser enforceable against such Purchaser in accordance with its terms, except (A) as may be
limited by bankruptcy, insolvency, reorganization or other similar laws relating to the enforcement of creditors’ rights generally
and by general principles of equity and (B) to the extent any indemnification or contribution provisions contained herein may further
be limited by applicable laws and principles of public policy.
(e) Such
Purchaser, either alone or together with its representatives, has such knowledge, sophistication, and experience in business and financial
matters so as to be capable of evaluating the merits and risks of the prospective investment in the Shares, and has so evaluated the
merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the Shares and, at the present
time, is able to afford a complete loss of such investment.
(f) Nothing
in this Agreement, the Prospectus, the Disclosure Package, or any other materials presented to such Purchaser in connection with the
purchase and sale of the Shares constitutes legal, tax, or investment advice. Such Purchaser has consulted such legal, tax, and investment
advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Shares.
(g) Since
the time of the initial conversation between the Company and the Purchaser regarding the Offering, the Purchaser has not directly or
indirectly, nor has any person acting on behalf of or pursuant to any understanding with the Purchaser, disclosed any information regarding
the Offering to any third parties (other than its legal, accounting and other advisors) or engaged in any open market transactions in
the securities of the Company (including, without limitations, any Short Sales of the Company’s securities). The Purchaser covenants
that neither it nor any person acting on its behalf or pursuant to any understanding with it has or will engage in any open market transactions
in the securities of the Company (including short sales) prior to the time that the transactions contemplated by this Subscription Agreement
are publicly disclosed.
(h) Other
than consummating the transactions contemplated hereunder, such Purchaser has not, nor has any person acting on behalf of or pursuant
to any understanding with such Purchaser, directly or indirectly executed any purchases or sales, including Short Sales, of the securities
of the Company during the period commencing as of the time that such Purchaser first received a term sheet (written or oral) from the
Company or any other person representing the Company setting forth the material terms, which terms include definitive pricing terms,
of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Other than to other persons party to
this Agreement or to such Purchaser’s representatives, including, without limitation, its officers, directors, partners, legal
and other advisors, employees, agents and affiliates, such Purchaser has maintained the confidentiality of all disclosures made to it
in connection with this transaction (including the existence and terms of this transaction).
ARTICLE
IV.
MISCELLANEOUS
4.1 Non-Public
Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents,
which shall be disclosed pursuant to Section 3.1(d), the Company covenants and agrees that neither it, nor any other person acting on
its behalf will provide any Purchaser or its agents or counsel with any information that the Company reasonably believes constitutes
material non-public information, unless prior thereto such Purchaser shall have entered into a written agreement with the Company regarding
the confidentiality and use of such information.
4.2 Entire
Agreement; Modifications. Except as otherwise provided herein, this Agreement constitutes the entire understanding and agreement
between the parties with respect to its subject matter and there are no agreements or understandings with respect to the subject matter
hereof which are not contained in this Agreement. This Agreement may be modified only in writing signed by the Company and, with respect
to such Purchaser’s Shares, the applicable Purchaser.
4.3 Survival.
All representations, warranties, and agreements of the Company and each Purchaser herein shall survive delivery of, and payment for,
the Shares purchased hereunder.
4.4 Counterparts.
This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument
and shall become effective when counterparts have been signed by each party and delivered to the other party hereto, it being understood
that all parties need not sign the same counterpart. Execution may be made by delivery of a facsimile or PDF.
4.5 Severability.
The provisions of this Agreement are severable and, in the event that any court or officials of any regulatory agency of competent
jurisdiction shall determine that any one or more of the provisions or part of the provisions contained in this Agreement shall, for
any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not
affect any other provision or part of a provision of this Agreement and this Agreement shall be reformed and construed as if such invalid
or illegal or unenforceable provision, or part of such provision, had never been contained herein, so that such provisions would be valid,
legal and enforceable to the maximum extent possible, so long as such construction does not materially adversely affect the economic
rights of either party hereto.
4.6 Notices.
All notices or other communications required or permitted to be provided hereunder shall be in writing and shall be deemed effectively
given (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed e-mail or facsimile if sent during normal business
hours of the recipient, if not, then on the next business day, (iii) five days after having been sent by registered or certified mail,
return receipt requested, postage prepaid, or (iv) one day after deposit with a nationally recognized overnight courier, specifying next
day delivery, with written verification of receipt. All communications shall be sent to the Company or the Purchasers, as applicable,
at the address for such recipient listed on the signature pages hereto or at such other address as such recipient has designated by two
days advance written notice to the other parties hereto.
4.7 Governing
Law. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Nevada without regard
to the choice of law principles thereof.
4.8 WAIVER
OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH
KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY, AND
EXPRESSLY WAIVES FOREVER TRIAL BY JURY.
4.9 Headings.
The headings of the various sections of this Agreement have been inserted for convenience of reference only and will not be deemed
to be part of this Agreement.
4.10 Fees
and Expenses. Each party shall pay the fees and expenses of its advisors, counsel, accountants, and other experts, if any, and all
other expenses incurred by such party incident to the negotiation, preparation, execution, delivery, and performance of this Agreement.
The Company shall pay all transfer agent fees incurred in connection with the delivery of any Shares to the Purchasers.
4.11 Termination.
This Agreement may be terminated by the Company or any Purchaser, with respect to such Purchaser’s Shares only, by written
notice to the other party, if the Closing has not been consummated on or before the Closing Date; provided, however, that no such termination
will affect the right of any party to sue for any breach by any other party.
[Signature
Pages Follow]
IN
WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.
| PETVIVO
HOLDINGS, INC. |
|
Address
for Notice: |
| |
|
|
| By |
 |
|
5251
Edina Industrial Blvd. Edina, MN 55439 |
| Name: |
John
Lai |
|
Email:
jali@petvivo.com |
| Title: |
Chief
Executive Officer |
|
|
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGE FOR PURCHASER(S) FOLLOWS]
[PURCHASER
SIGNATURE PAGES TO THE SECURITIES PURCHASE AGREEMENT]
IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.
Name
of Purchaser: __________________________________________
Signature
of Authorized Signatory of Purchaser: ____________________
Name
of Authorized Signatory: _________________________________
Title
of Authorized Signatory: __________________________________
Email
Address of Authorized Signatory: ___________________________
Address
for Notice to Purchaser: ________________________________
_________________________________
Social
Security or Tax Identification Number: _______________________
Subscription
Amount: $ _______________________________________
