PetVivo Holdings, Inc. 8-K

What Happened
PetVivo Holdings, Inc. (PETV) filed an 8‑K on June 25, 2026 (press release dated June 24, 2026) announcing it entered a definitive Agreement and Plan of Merger to acquire PiezoBioMembrane, Inc. (PBM). A newly formed Merger Sub (PBM Acquisition Sub, Inc.) will merge into PBM, with PBM surviving as a wholly owned subsidiary of Cosmeta Corp., a PetVivo subsidiary. At closing PBM’s outstanding equity will convert into an aggregate of 3,000,000 shares of PetVivo restricted common stock (the “Exchange Shares”), allocated among PBM shareholders per the merger agreement.

Key Details

• Total Exchange Shares: 3,000,000 restricted common shares to be issued to PBM shareholders.
• Vesting structure: Certain passive investor shareholders receive fully vested shares at closing; Operator shareholders receive a portion (first 1,500,000) pro rata at closing and the remainder (“Milestone Shares”) at closing but subject to forfeiture unless specific development and regulatory milestones are met.
• Closing conditions include due diligence, customary reps and covenants, conversion/settlement of all PBM convertible instruments, execution of vesting agreements, and PetVivo completing an equity financing of at least $5.0 million in gross proceeds.
• Intellectual property: All PBM IP and related intangible assets remain PBM assets and will be developed/commercialized under Cosmeta Corp.; certain PBM personnel are expected to continue under consulting/advisory/service arrangements.

Why It Matters
This is a strategic acquisition intended to add PBM’s technology and IP to PetVivo’s pipeline, with Cosmeta Corp. acting as the operating vehicle. For investors, the deal will dilute current shareholders by up to 3,000,000 shares and is contingent on PetVivo raising at least $5.0M; failure to secure that financing would prevent closing. The milestone-based vesting for Operator shareholders ties a portion of the consideration to future technical and regulatory progress, and PBM’s IP remaining with the subsidiary preserves the technology for development and potential commercialization. The filing is factual and does not include forward-looking business or financial projections.