UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, ~~2025~~2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

Commission File Number: 001-40715

PetVivo Holdings, Inc. ~~(Name of small business issuer in its charter)~~

(Name of small business issuer in its charter)

Nevada		99-0363559
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		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)~~

(Registrant’s Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001	PETV	~~The~~OTC ~~Nasdaq~~Markets ~~Stock~~Group, ~~Market~~Inc. ~~LLC~~(OTCQX)
Warrants to purchase Common Stock	PETVW	~~The~~OTC ~~Nasdaq~~Markets ~~Stock~~Group, ~~Market~~Inc. ~~LLC~~(OTCID)

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

Common Stock, $0.001

Indicate by check mark if registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ~~☐ Yes ☒ No~~

~~Indicate by check mark if registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.~~ ☐ Yes ☒ No

Indicate by check mark if registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

☐ Yes ☒ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated file, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ~~☐ Yes ☒ No~~

As☐ ofYes ~~July~~☒ 10, 2025, the aggregate market value of the registrant’s common stock held by non-affiliates was $12,427,372, based on the closing price of the common stock on the Nasdaq Capital Market on such date.No

As of ~~July~~June 1029, ~~2025~~2026, ~~there~~the ~~were~~aggregate ~~24,388,731~~market ~~shares~~value of the ~~issuer~~registrant’s common stock held by non-affiliates was $~~.001~~12,126,991, ~~par~~based ~~value~~on the closing price of the common stock ~~issued~~on ~~and~~the ~~outstanding~~OTC Markets Group (OTCQX) on such date.

As of June 29, 2026, there were 37,594,245 shares of the issuer’s $.001 par value common stock issued and outstanding.

Documents incorporated by reference. There are no annual reports to security holders, proxy information statements, or any prospectus filed pursuant to Rule 424 of the Securities Act of 1933 incorporated herein by reference.

TABLE OF CONTENTS

PART I
Item 1.	Business	3
Item 1A.	Risk Factors	14
Item 1B.	Unresolved Staff Comments	22
Item 2.	Properties	24
Item 3.	Legal Proceedings	24
Item 4.	Mine Safety Disclosures	24
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2425
Item 6.	Reserved	28
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	28
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 8.	Financial Statements and Supplementary Data	31
Item 9.	Changes And Disagreements with Accountants on Accounting And Financial Disclosure	31
Item 9A.	Controls and Procedures	31
Item 9B.	Other Information	32
Item 9C.	Disclosures Regarding Foreign Jurisdictions that Prevent Inspection	32
PART III
Item 10.	Directors, Executive Officers, and Corporate Governance	3332
Item 11.	Executive Compensation	3736
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	4342
Item 13.	Certain Relationships and Related Transactions And Director Independence	4544
Item 14.	Principal Accounting Fees and Services	4645
PART IV
Item 15.	Exhibits, Financial Statement Schedules	4846
Item 16.	Form 10-K Summary	4947
Item 17.	Signatures	5048

This Annual Report on Form 10-K contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created by those sections. For more information, see “Cautionary Statement Regarding Forward-Looking Statements.”

As used in this report, the terms “we,” “us,” “our,” “PetVivo,” and the “Company” mean PetVivo ~~Holding Company~~Holdings, Inc. and our consolidated wholly-owned subsidiaries, unless the context indicates another meaning.

The information contained on or connected to our website is not incorporated by reference into this report.

Cautionary Statement Regarding Forward-Looking Information

This Annual Report of PetVivo Holdings, Inc. on Form 10-K contains forward-looking statements, particularly those identified with the words, “anticipates,” “believes,” “expects,” “plans,” “intends,” “objectives,” and similar expressions. These statements reflect management’s best judgment based on factors known at the time of such statements. The reader may find discussions containing such forward-looking statements in the material set forth under “Management’s Discussion and Analysis and Plan of Operations,” generally, and specifically therein under the captions “Liquidity and Capital Resources” as well as elsewhere in this Annual Report on Form 10-K. Actual events or results may differ materially from those discussed herein. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements. The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.

PART I

ITEM 1. BUSINESS

Overview

PetVivo Holdings, Inc. (the “Company,” “PetVivo,” “we” or “us) is an emerging biomedical device ~~company~~ company focused on the manufacturing, commercialization, and licensing of innovative medical devices and therapeutics for animals. The Company has a pipeline of ~~eighteen~~seventeen products for the treatment of animals and humans. A portfolio of ~~twelve~~ten issued patents (consisting of six U.S. patents and four foreign patents), two U.S. patent applications, and six proprietary trade secrets protects the Company’s biomaterials, products, production processes and methods of use. The Company began commercialization of its lead product Spryng® with OsteoCushion® Technology, a veterinarian-administered, intraarticular ~~injection~~ injection for the management of lameness and other joint afflictions such as osteoarthritis in dogs and horses, in the second quarter of its fiscal year ended March 31, 2022.

In August 2021, we received net proceeds of approximately $9.7 million in a registered public offering (“Public Offering”) of 2.5 million units at a public offering price of $4.50 per unit. Each unit consisted of one share of our common stock and one warrant to purchase one share of our common stock at an exercise price of $5.625 per share. The shares of common stock and warrants were transferable separately immediately upon issuance. In connection with the Public Offering, the Company’s common stock and warrants were registered under Section 12(b) of the Exchange Act and began trading on The Nasdaq Capital Market, LLC under the symbols “PETV” and “PETVW,” respectively. Presently, the Company is trading on the OTC Markets Group, under the OTCQX Best Market tier under the same symbols “PETV” and “PETVW,” respectively.

The Company was incorporated in March 2009 under Nevada law. The Company operates as one segment from its corporate headquarters in Edina, Minnesota. For further information, see Note 1, Description of the Business, in the note to the consolidated financial statements in Part II, Item 8.

Business Description

The Company is primarily engaged in the business of commercializing and licensing products in the veterinary market to treat and/or manage afflictions of companion animals such as cats, dogs and horses. Most of our technology was developed for human biomedical applications, and we intend to leverage the investments already expended in their development to commercialize treatments for horses and companion animals in a capital and time-efficient way.

Many of the Company’s products are derived from proprietary biomaterials that simulate a body’s cellular tissue by virtue of their reliance upon natural protein and carbohydrate compositions which incorporate such “tissue building blocks” as collagen, elastin, and proteoglycans such as heparin. Since these are naturally-occurring in the body, we believe they have an enhanced biocompatibility with living tissues compared to synthetic biomaterials such as those based upon alpha-hydroxy polymers (e.g PLA, PLGA, and the like), polyacrylamides, and other “natural” biomaterials that may lack the multiple proteins incorporated into our biomaterials. These proprietary protein-based biomaterials that are similar to the body’s tissue thus allowing integration and tissue repair in long-term implantation in certain applications.

Our initial product, Spryng^® is a veterinary medical device designed and engineered to provide a bio-integrative scaffold in the affected joint, promoting restoration of proper joint mechanics. Spryng^® is an intra-articular injectable product of biocompatible and insoluble particles that are slippery, wet-permeable, durable, and resilient to enhance the force cushioning function of the synovial fluid and cartilage. The particles mimic natural cartilage in composition, structure, and hydration. Multiple joints can be treated simultaneously. Our particles are comprised of naturally derived collagen, elastin, and a glycosaminoglycan (i.e. heparin); such particles mimic the composition and mechanical properties of extracellular matrix and natural cartilage. Spryng^® assists in promoting a constructive restoration of diseased synovial tissue to improve the biomechanics and mechanical homeostasis of the joint. Furthermore, these particles are designed and engineered to provide a bio-integrative scaffold in the affected joint, promoting restoration of proper joint mechanics.

Osteoarthritis, a common inflammatory joint disease in both dogs and horses, is a chronic, progressive, degenerative joint disease that is caused by a loss of synovial fluid and/or the deterioration of joint cartilage. Osteoarthritis affects approximately 14 million dogs and 1 million horses in the $11 billion companion animal veterinary care and product sales market.

Despite the market size, veterinary clinics and hospitals have very few treatments and/or drugs for use in treating osteoarthritis in dogs, horses, and other pets. As there is no cure for osteoarthritis, current solutions treat symptoms, but do not manage the cause. The current treatment for osteoarthritis in dogs generally consists of the use of nonsteroidal anti-inflammatory drugs (or “NSAIDs”) which are approved to alleviate pain and inflammation but present the potential for side effects relating to gastrointestinal, kidney, and liver damage and do not halt or slow joint degeneration. The Company offers an alternative to traditional treatments that only address the symptoms of the affliction. our Spryng^® product addresses the affliction, loss of synovial fluid and/or the deterioration of joint cartilage, rather than treating just the symptoms and, to the best of our knowledge, has elicited minimal adverse side effects in dogs and horses. Spryng®-treated dogs and horses have shown an increase in activity even after they no longer are receiving pain medication or other treatments. Other treatments for osteoarthritis include steroid and/or hyaluronic acid injections, which are used for treating pain, inflammation and/or joint lubrication, but can be slow acting and/or short lasting.

We believe Spryng^® is an optimal solution to safely improve joint function in animals for several reasons:

	●	Spryng^® addresses the underlying problems which relate to deterioration of cartilage causing pain and inflammation. Spryng^® mimics the composition and mechanical properties of extracellular matrix and assists in promoting a constructive restoration of diseased synovial tissue to improve the biomechanics and mechanical homeostasis of the joint.
	●	Spryng^® is easily administered with the standard intra-articular injection technique. Multiple joints can be treated simultaneously.
	●	Case studies indicate many dogs and horses have long-lasting multi-month improvement in lameness after having been treated with Spryng^®
	●	After receiving a Spryng^® injection, many canines are able to discontinue the use of NSAID’s, eliminating the risk of negative side effects.
	●	Spryng^® is an effective and economical solution for treating osteoarthritis. A single injection of Spryng^® is approximately $600 to $900 per joint and typically lasts for at least 12 months.

Historically, drug sales represent up to 30% of revenues at a typical veterinary practice (Veterinary Practice News). Revenues and margins at veterinary practices are being eroded because online, big-box, and traditional pharmacies have recently started filling veterinary prescriptions. Veterinary practices are looking for ways to replace lost prescription revenues with safe and effective products. Spryng^® is a veterinarian-administered medical device that should expand practice revenues and margins. We believe that the increased revenues and margins provided by Spryng^® will accelerate its adoption rate and propel it forward as the standard of care for canine and equine lameness related to or due to synovial joint issues.

We commenced sales of Spryng^® in the second quarter of fiscal 2022 and plan to increase our commercialization efforts of Spryng^® in the United States through the use of sales reps, clinical studies and market awareness to educate and inform key opinion leaders on the benefits of Spryng^®.

We entered into a Distribution Services Agreement (“Distribution Agreement”) with MWI on June 17, 2022. Pursuant to the Agreement, we appointed MWI to distribute, advertise, promote, market, supply, and sell the Company’s lead product, Spryng^® on an exclusive basis for two (2) years within the United States (the “Territory”), transitioning to a non-exclusive basis thereafter; provided however that the Company shall extend the exclusivity for an additional one (1) year if MWI achieves certain performance targets agreed upon by the parties. The Company can continue to sell Spryng^® within the Territory to established accounts, which include: (a) customers who have purchased Spryng^® from the Company prior to the date of the Agreement, (b) customers who require that they deal directly with the Company, (c) governmental agencies, and (d) customers that order via the internet who are not directly solicited by MWI to purchase Spryng^®. All customers must be licensed veterinary practices.

In December 2023, the Company and MWI agreed to change the Distribution Agreement from an exclusive distribution agreement to a non-exclusive distribution agreement, effective as of January 1, 2024. This is consistent with the Company’s strategy to create multiple sales channels for its products. In March 2025, the Company mutually terminated its non-exclusive distribution agreement with MWI. In December 2023, the Company entered into a non-exclusive distribution agreement with Covetrus North America, LLC (“Covetrus Distribution Agreement”), to market, distribute and sell the Company’s products in the United States, including the District of ~~Colombia~~Columbia. The Covetrus Distribution Agreement had an initial term of one year, which was not automatically renewed. The Company mutually terminated its non-exclusive distribution agreement with Covetrus North America, LLC in February 2025.

In December 2024, we entered into new wholesale distribution partnerships with Vedco Inc. (“Vedco”) and Clipper Distributing, LLC (“Clipper”), both leaders in logistical solutions and supply of products to veterinarians through the channel-of-distribution for veterinarians. Both MWI and Covetrus have the capability to purchase directly from Vedco and/or Clipper.

Spryng^® is classified as a veterinary medical device under the United States Food and Drug Administration (“FDA”) rules and pre-market approval is not required by the FDA. Spryng^® completed a safety and efficacy study in rabbits in 2007. Since that time, more than 2,000 horses and dogs have been treated with Spryng^®. We entered into a clinical trial services agreement with Colorado State University on November 5, 2020. This university clinical study was completed in March 2024. Additionally, the Company successfully completed an equine tolerance study in March 2022 and began a two canine clinical study with Ethos Veterinary Health, the first beginning in May of 2022 which was completed in October 2023, and the second began in June of 2023 with an expected completion in October 2024. We anticipate these and other studies that we plan to initiate will be primarily used to expand our distribution outlets since the large international and national distributors generally require a third-party university study and other third-party studies prior to including a product in their catalog of products.

We manufacture our products in an ISO 7 certified clean room manufacturing facility in Minneapolis using our patented and scalable self-assembly production process, which minimizes the infrastructure requirements and manufacturing risks to deliver a consistent, high-quality product while being responsive to volume requirements. A second ISO cleanroom facility is expected to be operational later this year. We believe that having two manufacturing facilities will help us minimize supply risks, allow for continued scaling or our production capacity, and expand our research and development facilities.

We also have a pipeline that includes 17 therapeutic devices for both veterinary and human clinical applications. Some such devices may be regulated by the FDA or other equivalent regulatory agencies, including but not limited to the Center for Veterinary Medicine (“CVM”). We anticipate growing our product pipeline through the acquisition or in-licensing of additional proprietary products from human medical device companies specifically for use in pets. In addition to commercializing our own products in strategic market sectors and in view of the Company’s vast proprietary product pipeline, the Company may establish strategic out-licensing partnerships to provide secondary revenues.

In February 2025, the Company signed an exclusive licensing agreement with VetStem, Inc. to market and sell their ~~Precise~~PrecisePRP ~~PRP~~ (Platelet-Rich Plasma) product for both canine and equine. Revenues ~~are~~were ~~expected~~incurred in fiscal year 2026.

Product Pipeline: Other Potential Biocoacervate and Protein Based Products

Below is a ~~listing~~list of applications of our technology that we plan to commercialize or out-license to strategic partners:

Dermal Filler

Our biomaterials are constructed from purified water, protein, and carbohydrate, tailored to simulate different body tissues that biologically integrate (bio-integration). Our biomaterials can be manufactured and used as a dermal filler for wrinkle treatment by injection. These formed, gel particles fill, integrate and rejuvenate dermal skin tissue to remove the wrinkle. This product was taken through an FDA clinical trial under the name CosmetaLife^®, see the results here: www.clinicaltrials.gov (NCT00414544).

Cardiovascular Devices

Our blood-compatible biomaterial, which allows blood contact and bio-integrative processes to occur without clotting, platelet attachment, or thrombogenesis, is used to repair cardiovascular tissue. VasoGraft^®, a blood vessel graft made from VasoCover™ material, is designed to mimic natural blood vessel tissue in almost every respect, including the components used.

Drug Delivery

Unique fabrication techniques allow us to homogeneously distribute the drug in milligram to nanogram amounts, resulting in optimum performance and manufacturing capabilities for a variety of delivery methods, such as coatings, injectables, implantables, or transmucosal delivery. The first planned transmucosal product has been optimized and tested with peptide drugs with better efficacy than oral dosing via swallowing.

Orthopedic Devices

Another of our materials can be used in a variety of shapes for orthopedic and dental applications. The first products, OrthoGelic™ and OrthoMetic™, will be aimed at difficult-to-heal, non-union broken bones, by using particles to fill the empty space. The orthopedic biomaterial, made to mimic the structural components of bone, can allow integration and healing to fill in the break and exclude non-bone tissue infiltration.

Intellectual Property

Our intellectual property portfolio is comprised of patents, patent applications, trademarks, and trade secrets. We have six patents issued and 2 patent applications pending in the United States. In addition to the United States patent portfolio, we also have four patents granted in key markets around the world including Canada and countries within the European Union.

We believe we have developed a broad and deep patent portfolio around our biomaterials and manufacturing processes in addition to the application of these biomaterials for use as medical devices, medical device coatings, and pharmaceutical delivery devices. The Company secures other technological know-how by trade secret law and also possesses several trademarks that are either registered or protected pursuant to trademark common law.

United States Patents:

●

11,890,371 – Biocompatible Protein-Based Particles and Methods Thereof

●

11,975,121 – Protein Biomaterials and Bioacervates and Methods of Making and Using Thereof

●

10,744,236 - Protein Biomaterial and Biocoacervate Vessel Graft Systems and Methods of Making and Using Thereof

●

10,016,534 – Protein Biomaterial and Biocoacervate Vessel Graft Systems and Methods of Making and Using Thereof

●

8,623,393 – Biomatrix Structural Containment and Fixation Systems and Methods of Use Thereof

●

8,529,939 – Mucoadhesive Drug Delivery Devices and Methods of Making and Using Thereof

To maximize the strength and value of our patent portfolio, many of the claims use the transitional term “comprising”, which is synonymous with “including,” This use of transitional language is inclusive or open-ended and does not exclude additional, unrecited elements or method steps. Our patents also include method claims covering many of the applications and uses of the biomaterials as medical devices and drug delivery systems. We believe our intellectual property portfolio strongly protects our proprietary technology, including the composition of raw elements used to produce our formulations, the fabricated biomaterials, and their application in end products, thereby making our material and devices much more attractive to industry partners.

Furthermore, we rely on proprietary trade secrets and confidential know-how to protect various aspects of its product formulations and manufacturing processes. The Company has six documented trade secrets that include, but are not limited to, unique ingredient compositions, specialized blending and production techniques, quality control procedures, and process efficiencies that have been developed and refined through years of internal research and development. These proprietary methods are central to the performance, stability, and scalability of the products currently commercialized by the Company. To safeguard this intellectual property, the Company maintains strict internal controls, including non-disclosure agreements, restricted access protocols, and employee confidentiality and invention assignment agreements. Although trade secrets do not offer the same legal protections as patents, the Company believes that its robust internal policies and the technical complexity of its formulations and processes provide significant competitive advantage and barriers to entry.

We will seek to protect our products and technologies through a combination of patents, regulatory exclusivity, and proprietary know-how. Our goal is to obtain, maintain and enforce patent protection for our products, formulations, processes, methods, and other proprietary technologies, preserve our trade secrets, and operate without infringing on the proprietary rights of other parties, both in the United States and in other countries. Our policy is to actively seek to obtain, where appropriate, the broadest intellectual property protection possible for our current compounds and any future compounds developed. We also strenuously protect our proprietary information and proprietary technology through a combination of contractual arrangements, trade secrets, and patents, both in the United States and abroad. However, even patent protection may not always afford us with complete protection against competitors who seek to circumvent our patents.

We depend upon the skills, knowledge, and experience of our scientific and technical personnel, including those of our company, as well as that of our advisors, consultants, and other contractors, none of which is patentable. To help protect our proprietary know-how, which may not be patentable, and inventions for which patents may be difficult to obtain or enforce, we rely on trade secret protection and confidentiality agreements to protect our interests. To this end, we generally require all of our employees, consultants, advisors, and other contractors to enter into confidentiality agreements that prohibit disclosure of confidential information and, where applicable, require disclosure and assignment of ownership to us the ideas, developments, discoveries, and inventions important to our business.

Finally, we rely on a combination of registered and unregistered intellectual property to protect our brand and products. As of the date of this filing, we own two United States federally registered trademarks: Spryng® and OsteoCushion®, both of which are actively used in commerce in connection with our core products and services. In addition, we assert common law trademark rights in PetVivo™, which has been used continuously in the marketplace in association with our business since approximately 2014. We also own various copyrights that protect our original works of authorship, including proprietary product documentation, website content, marketing materials, clinical publications and other creative and technical content developed internally or acquired through business operations. These trademarks and copyrights are important assets that support our brand identity, help safeguard the unique elements of our products, differentiate our offerings, enhance our user experience and contribute to our competitive position. We actively monitor and enforce our trademark and copyright rights to protect against infringement or misuse.

Companion Animal Market

Over the last several decades, we believe the animal health market and industry has a strong component in the overall U.S. economy and is more resistant to economic cycles. The veterinary sector is an attractive area to participate in the growth of the broader healthcare industry without reimbursement risk. The American Pet Products Association (APPA) 2021-2022 National Pet Owners Survey indicates that $123.6 billion was spent on pets in the U. S. in 2021. Vet Care and product sales constitute about $34.3 billion of the market. The growth in the U.S. companion animal market has been continuing to increase due to the increase in the number of pet-owning households.

The APPA 2021-2022 National Pet Owners Survey indicates U.S. pet ownership reached record levels in 2022. Specifically, 70% of all U.S. households owned a pet in 2022. That’s 90.5 million pet-owning households, up from 84.6 million in 2018. In 2022, dogs and cats were the most popular pet species, owned by 69% and 45% of U.S. households, respectively. APPA also reported that there were 69.0 million dogs and 45.3 million cats in the U.S. APPA reported that 3.5% of U.S. households owned horses in 2022. According to the American Horse Council, the total number of horses owned by U.S. households was 7.2 million.

Osteoarthritis Market

Osteoarthritis, the most common inflammatory joint disease in both dogs and horses, is a progressive condition that is caused by a deterioration of joint cartilage. Over time, the joint cartilage deterioration creates joint stiffness from mechanical stress resulting in inflammation, pain, and loss of range of motion, which may be referred to as lameness. Osteoarthritis joint stiffness and lameness worsen with time from gradual cartilage degeneration and an ongoing loss of protective cushion and lubricity (i.e., loss of slippery padding). As there is no cure for osteoarthritis, the various treatment methods are focused on managing the related symptoms of pain and inflammation. Veterinarians recommend several treatments depending on the severity of the disease, including a combination of rest, weight loss, physical rehabilitation, and a regimen of pain and anti-inflammatory drugs (NSAIDs). Non-steroidal anti-inflammatory drugs (NSAIDs) are used to alleviate the pain and inflammation caused by OA, but long-term NSAIDs cause gastric problems. Moreover, NSAIDs do not treat the cartilage degeneration issue to halt or slow progression of the OA condition.

The Morris Animal Foundation estimates that OA affects approximately 14 million adult dogs in the U.S. and owners consistently report it as a top concern.

Horse Osteoarthritis (Lameness)

Equine osteoarthritis is the most common cause of lameness in horses. Equine OA is expensive to manage, with estimated annual costs as high as $10,000-15,000 per horse to diagnose, treat, and medicate, researchers found in one study as referenced in the Horse – Equine Monthly.

As noted previously, the American Horse Council reported the total number of horses owned by U.S. households was 7.2 million. According to an annual National Equine Health Survey conducted in collaboration with the British Equine Veterinary Association in 2016, 26% of horses suffered from lameness. As referenced in the Horse–Equine Monthly, studies show 60% of all lameness issues are related to OA. Based on the above assumptions we calculate that there are approximately 1.1 million horses suffering from OA.

Distribution

Most U.S. veterinarians buy a majority of their equipment and supplies from a preferred distributor. More than 75% of veterinarians name Covetrus North America/Butler Schein Animal Health, Inc., Patterson Veterinary, MWI, Midwest Veterinary Supply, Inc., or Victor Medical Company as their preferred distributor. Combined, these top-tier distributors sell more than 85%, by revenue, of the products sold to companion animal veterinarians in the U.S. Covetrus, Patterson, and MWI are recognized by manufacturers, distributors, and veterinarians as the pre-eminent national companion animal veterinary supply distributors in the US. There are no other distributors that provide equivalent levels of service to manufacturers and regularly visit veterinarians in as wide a geographic area as Covetrus, Patterson or MWI. Midwest and Victor are large, regional distributors. The above data in this paragraph was sourced from File No. 101 0023 at the U.S. Federal Trade Commission.

We commenced sales of Spryng^® in the second quarter of fiscal 2022 and plan to increase our commercialization efforts of Spryng^® in the United States through our distribution relationship with MWI Veterinary Supply Co. (“Distributor” or “MWI”) and the use of sales reps, clinical studies, and market awareness to educate and inform key opinion leaders on the benefits of Spryng^®.

We entered into a Distribution Services Agreement (the “Agreement”) with Covetrus on December 18, 2023. Pursuant to the Agreement, we appointed Covetrus to distribute, advertise, promote, market, supply, and sell the Company’s lead product, Spryng^® on an exclusive basis for two (2) years within the United States (the “Territory”), transitioning to a non-exclusive basis thereafter; provided however that the Company shall extend the exclusivity for an additional one (1) year if MWI achieves certain performance targets agreed upon by the parties. The Company can continue to sell Spryng^® within the Territory to established accounts, which include: (a) customers who have purchased Spryng^® from the Company prior to the date of the Agreement, (b) customers who require that they deal directly with the Company, (c) governmental agencies, and (d) customers that order via the internet who are not directly solicited by MWI to purchase Spryng^®. All customers must be licensed veterinary practices. In February 2025, we mutually terminated our non-exclusive distribution agreement with Covetrus.

In December 2024, the Company entered into new wholesale distribution partnerships with Vedco, Inc. (“Vedco”) and Clipper Distributing, LLC (“Clipper”). A distribution service agreement was not signed with either distribution partner. Both MWI and Covetrus have the capability to purchase directly from both distributors.

Orthopedic Joint Treatments

A treatment for joint pain, which is made of injected, protein-based, biocompatible particles. In vivo studies indicate that the biocompatible particle device can easily be combined with synovial fluid in a rabbit knee to form a joint cushion, buffering the adjacent bones/cartilage where no damage was caused to the cartilage from replacing the synovial fluid. The particles show an effectiveness to augment and reinforce the tissue, cartilage, ligaments and/or bone and/or enhance the functionality of the joint (e.g. reinforce deteriorated components present in the joint to provide cushion or shock-absorbing features to the joint and to provide joint lubricity).

AppTec Laboratories accomplished a gel-particle rabbit study. In short, New Zealand white rabbits (6) were injected in both stifle joints (knees) to fill but not extend the synovial space (~0.5 cc GDP/site). Rabbits were tested every other day for abnormal clinical signs including range of motion and joint observations until sacrifice. Behavioral testing revealed no abnormal scores for range of motion, withdrawal response, or joint observations (all animals were 100% normal). At one week and at four weeks the animals were sacrificed. AppTec pathologists evaluated knee joint histology. The reported cartilage surfaces of the femoral and tibia condyles and the menisci were grossly and histologically 100% normal for all animals and test sites. The test particles were found in all of the injection sites.

The test particle did not cause changes in the articular cartilage of the femur or tibia when injected into the stifle joint of rabbits. The test article and control rabbit knees were not different for either 1 or 4-week time points for all histological measurements. In conclusion, the particles do not cause inflammation or damage to knee joint and will stick to exposed tissues and biologically integrate with those tissues. The particles were not found to stick to articular cartilage in any sample.

Regenerative Characteristics

The particle devices for joint injections have been extensively studied for a broad range of applications including the treatment of wrinkles as dermal filler. Here is an overview of the pre-clinical and clinical studies completed for CosmetaLife, which is the name used for the particle device when it was used as a dermal filler.

CosmetaLife is an easy-to-inject, water-protein-based dermal filler that not only fills nasolabial wrinkle depressions but also helps rejuvenate the dermal tissues, counteracting damage that causes wrinkles. The dermal cells are attracted to the CosmetaLife gel-particles, attach to them, and then slowly replace them with natural dermal material (extracellular matrix). The natural biological replacement process of CosmetaLife to collagen is estimated to take 6-12 months. CosmetaLife clinical trial on nasolabial folds supports this estimate.

CosmetaLife injections allow the body to create a more natural dermal structure in and around every particle. Enhancing the natural process of dermal tissue construction with CosmetaLife allows for long-term dermal contouring, corrections, and rejuvenation with little to no adverse side effects noted in clinical trials.

Particle Device Clinical Studies

The Company has conducted several biocompatibility animal studies. In the implantation study, no abnormal clinical signs were noted for any of the rabbits. The results of the sensitization study in guinea pigs showed a sensitization response equivalent to the negative controls.

A Food and Drug Administration (FDA) IDE approved pivotal human clinical trial began with CosmetaLife late in 2006. The clinical trial was a randomized, double-blind, parallel assignment, multi-center comparison of the safety and efficacy of CosmetaLife versus Restylane® (Control) for the correction of nasolabial folds. One hundred seventy-one patients were skin tested and 145 were treated at six trial sites. The number of study exits after treatment totaled four subjects. This clinical trial was reported and published at www.clinicaltrials.gov (NCT00414544).

The feedback from physician investigators has been positive with respect to CosmetaLife injection qualities, cosmetic appearance, and its feel to the touch. During the first three to four months of the study, CosmetaLife showed no decrease in efficacy, as compared to Restylane which showed an 11 percent decrease in efficacy. The FDA/IDE approved human clinical trial for the CosmetaLife product through twelve months was found to be the same as compared to control hyaluronic acid product, Restylane (for each interval the consensus of the blinded subjects tested preferred CosmetaLife or showed no preference at 3, 6, 9 and 12 months).

We use existing, scalable processes to reduce the infrastructure requirements and manufacturing risks to deliver a consistent, high-quality product while being responsive to volume requirements. We are able to scale the manufacturing process having made batches in up to 2.0-kilogram quantities to near GMP (Good Manufacturing Practices) standards.

Particles Safety Study

Patients injected with CosmetaLife were found to have no or mild inflammatory, irritation, or immunogenic responses. These results suggest the particles are biocompatible because it closely matches the skin structure, composition, and moisture content. The no-to-low immunogenic responses are attributed to the tight cross-linking of the CosmetaLife matrix, which prevents immunogenic progenitor cells from producing antibodies to the matrix.

In the clinical trial, the incidence of possible reaction to a skin test was 2.55 percent, with only one subject showing a reaction to a second test or 0.6%, (1 out of 171). We also have a study report by AppTec, Inc., our Contract Research Organization, that CosmetaLife did not produce an antibody response during the clinical trial further supporting our belief that it is safe to use.

CosmetaLife is composed of materials that approximately meet the Generally Regarded As Safe (GRAS) requirements of the FDA. CosmetaLife contains materials from certified bovine and porcine tissue sources that do not harbor prion disease or BSE. Additionally, steps in the manufacturing process have been validated for deactivating all viruses.

Extrusion force testing and the Clinical Trial usage both demonstrate the consistent and easy injection of CosmetaLife. Twenty-five month stability testing shows that CosmetaLife is stable at room temperature conditions. Moreover, CosmetaLife has been shown to be stable at 40 °C (104 °F) conditions for at least 3 months.

Competition

The development and commercialization of new animal health medicines is highly competitive, and we expect considerable competition from major pharmaceutical, biotechnology, and specialty animal health medicines companies. As a result, there are, and likely will continue to be, extensive research and substantial financial resources invested in the discovery and development of new animal health medicines. Our potential competitors include large animal health companies, such as Zoetis, Inc.; Merck Animal Health, the animal health division of Merck & Co., Inc.; Merial, the animal health division of Sanofi S.A.; Elanco, the animal health division of Eli Lilly and Company; Bayer Animal Health, the animal health division of Bayer AG; NAH, the animal health division of Novartis AG; Boehringer Ingelheim Animal Health, the animal health division of Boehringer Ingelheim GmbH; Virbac Group; Ceva Animal Health; Vetoquinol and Dechra Pharmaceuticals PLC. We are also aware of several smaller early stage animal health companies, such as Kindred Bio, Aratana Therapeutics Inc. (recently acquired by Elanco), NextVet and VetDC that are developing products for use in the pet therapeutics market.

Regulation – Human and Veterinary Use

A number of the medical devices that we manufacture for veterinary applications, and plan to manufacture for human applications, are subject to regulation by numerous regulatory bodies, including the FDA and comparable international regulatory agencies. These agencies require manufacturers of medical devices to comply with applicable laws and regulations governing the development, testing, manufacturing, labeling, marketing, and distribution of medical devices. Medical devices are generally subject to varying levels of regulatory control, the most comprehensive of which requires that a clinical evaluation program be conducted before a device receives approval for commercial distribution.

In the EU, medical devices are required to comply with the Medical Devices Directive and obtain CE Mark certification in order to market medical devices. The CE Mark certification, granted following approval from an independent Notified Body, is an international symbol of adherence to quality assurance standards and compliance with applicable European Medical Devices Directives. Distributors of medical devices may also be required to comply with other foreign regulations such as Ministry of Health Labor and Welfare approval in Japan. The time required to obtain these foreign approvals to market our products may be longer or shorter than that required in the U.S., and requirements for those approvals may differ from those required by the FDA. In Europe, our devices are classified as Class IIa or IIb, and will need to conform to the Medical Devices Regulation.

In the U.S., specific permission from the FDA to distribute a new device is usually required (that is, other than in the case of very low-risk devices), and we expect that some form of marketing authorization will be necessary for our devices. Marketing authorization is generally sought and obtained in one of two ways. The first process requires that a pre-market notification (510(k) Submission) be made to the FDA to demonstrate that the device is as safe and effective as, or “substantially equivalent” to, a legally-marketed device that is not subject to pre-market approval (“PMA”). A legally-marketed device is a device that (i) was legally marketed prior to May 28, 1976, (ii) has been reclassified from Class III to Class II or I, or (iii) has been found to be substantially equivalent to another legally-marketed device following a 510(k) Submission. The legally-marketed device to which equivalence is drawn is known as the “predicate” device. Applicants must submit descriptive data and, when necessary, performance data to establish that the device is substantially equivalent to a predicate device. In some instances, data from human clinical studies must also be submitted in support of a 510(k) Submission. If so, these data must be collected in a manner that conforms with specific requirements in accordance with federal regulations including the Investigational Device Exemption (IDE) and human subjects protections or “Good Clinical Practice” regulations. After the 510(k) application is submitted, the applicant cannot market the device unless FDA issues “510(k) clearance” deeming the device substantially equivalent. After an applicant has obtained clearance, the changes to existing devices covered by a 510(k) Submission that do not significantly affect safety or effectiveness can generally be made without additional 510(k) Submissions, but evaluation of whether a new 510(k) is needed is a complex regulatory issue, and changes must be evaluated on an ongoing basis to determine whether a proposed change triggers the need for a new 510(k), or even PMA. The 510(k) clearance pathway is not available for all devices: whether it is a suitable path to market depends on several factors, including regulatory classifications, the intended use of the device, and technical and risk-related issues for the device.

The second, more rigorous, process requires that an application for PMA be made to the FDA to demonstrate that the device is safe and effective for its intended use as manufactured. This approval process applies to most Class III devices. A PMA submission includes data regarding design, materials, bench and animal testing, and human clinical data for the medical device. Again, clinical trials are subject to extensive FDA regulation. Following completion of clinical trials and submission of a PMA, the FDA will authorize commercial distribution if it determines there is reasonable assurance that the medical device is safe and effective for its intended purpose. This determination is based on the benefit outweighing the risk for the population intended to be treated with the device. This process is much more detailed, time-consuming, and expensive than the 510(k) process. Also, FDA may impose a variety of conditions on the approval of a PMA.

Both before and after a device for the U.S. market is commercially released, we would have ongoing responsibilities under FDA regulations. The FDA reviews design and manufacturing practices, labeling and record keeping, and manufacturers’ required reports of adverse experiences and other information to identify potential problems with marketed medical devices. We would also be subject to periodic inspection by the FDA for compliance with the FDA’s quality system regulations, which govern the methods used in, and the facilities and controls used for, the design, manufacture, packaging, and servicing of all finished medical devices intended for human use. In addition, the FDA and other U.S. regulatory bodies (including the Federal Trade Commission, the Office of the Inspector General of the Department of Health and Human Services, the Department of Justice (DOJ), and various state Attorneys General) monitor the manner in which we promote and advertise our products. Although physicians are permitted to use their medical judgment to employ medical devices for indications other than those cleared or approved by the FDA, we are prohibited from promoting products for such “off-label” uses and can only market our products for cleared or approved uses. If the FDA were to conclude that we are not in compliance with applicable laws or regulations, or that any of our medical devices are ineffective or pose an unreasonable health risk, the FDA could require us to notify health professionals and others that the devices present unreasonable risks of substantial harm to the public health, order a recall, repair, replacement, or refund of such devices, detain or seize adulterated or misbranded medical devices, or ban such medical devices. The FDA may also impose operating restrictions, enjoin and/or restrain certain conduct resulting in violations of applicable law pertaining to medical devices, including a hold on approving new devices until issues are resolved to its satisfaction, and assess civil or criminal penalties against our officers, employees, or us. The FDA may also recommend prosecution to the DOJ. Conduct giving rise to civil or criminal penalties may also form the basis for private civil litigation by third-party payers or other persons allegedly harmed by our conduct.

The delivery of our devices in the U.S. market would be subject to regulation by the U.S. Department of Health and Human Services and comparable state agencies responsible for reimbursement and regulation of healthcare items and services. U.S. laws and regulations are imposed primarily in connection with the Medicare and Medicaid programs, as well as the government’s interest in regulating the quality and cost of health care.

Federal healthcare laws apply when we or customers submit claims for items or services that are reimbursed under Medicare, Medicaid, or other federally-funded healthcare programs. The principal federal laws include: (1) the False Claims Act which prohibits the submission of false or otherwise improper claims for payment to a federally-funded health care program; (2) the Anti-Kickback Statute which prohibits offers to pay or receive remuneration of any kind for the purpose of inducing or rewarding referrals of items or services reimbursable by a Federal health care program; (3) the Stark law which prohibits physicians from referring Medicare or Medicaid patients to a provider that bills these programs for the provision of certain designated health services if the physician (or a member of the physician’s immediate family) has a financial relationship with that provider; and (4) health care fraud statutes that prohibit false statements and improper claims to any third-party payer. There are often similar state false claims, anti-kickback, and anti-self-referral and insurance laws that apply to state-funded Medicaid and other health care programs and private third-party payers. In addition, the U.S. Foreign Corrupt Practices Act can be used to prosecute companies in the U.S. for arrangements with physicians, or other parties outside the U.S. if the physician or party is a government official of another country and the arrangement violates the law of that country.

The laws applicable to us are subject to change, and subject to evolving interpretations. If a governmental authority were to conclude that we are not in compliance with applicable laws and regulations, we and our officers and employees could be subject to severe criminal and civil penalties including substantial fines and damages, and exclusion from participation as a supplier of product to beneficiaries covered by Medicare or Medicaid.

The process of obtaining clearance to market products is costly and time-consuming in virtually all of the major markets in which we expect to sell products and may delay the marketing and sale of our products. Countries around the world have recently adopted more stringent regulatory requirements, which are expected to add to the delays and uncertainties associated with new product releases, as well as the clinical and regulatory costs of supporting those releases. No assurance can be given that any of our other medical devices will be approved on a timely basis, if at all. In addition, regulations regarding the development, manufacture, and sale of medical devices are subject to future change. We cannot predict what impact, if any, those changes might have on our business. Failure to comply with regulatory requirements could have a material adverse effect on our business, financial condition, and results of operations.

Pertaining to our Spryng® product (offered for veterinary use only), in the U.S., the FDA does not require submission of a 510(k), PMA, or any pre-market approval for devices used in veterinary medicine. Device manufacturers who exclusively manufacture or distribute veterinary devices are not required to register their establishments and list veterinary devices and are exempt from post-marketing reporting. The FDA does have regulatory oversight over veterinary devices and can take appropriate regulatory action if a veterinary device is misbranded or adulterated. It is the responsibility of the manufacturer and/or distributor of these articles to assure that these animal devices are safe, effective, and properly labeled.

Exported devices are subject to the regulatory requirements of each country to which the device is exported. Some countries do not have medical device regulations, but in most foreign countries medical devices are regulated. Frequently, medical device companies may choose to seek and obtain regulatory approval of a device in a foreign country prior to application in the U.S. given the different regulatory requirements. However, this does not ensure approval of a device in the U.S.

Research and Development

The Company is currently pursuing advancements in the composition, methods of manufacture and use for its proprietary biomaterials. It is anticipated that within the next twelve months the Company will pursue additional third-party studies related to the use of Spryng® for the treatment of osteoarthritis in canine and equine patients. The Company also anticipates that resources will be expended to advance and improve the manufacturing systems for ~~Spryn~~Spryng® that will increase product volume and overall efficiency. Finally, the Company anticipates that research and testing will be conducted in the next eighteen months involving the existing Spryng® formulation and other variations to identify and determine the next commercial product(s) that may be administered to the digital cushion of horses for the treatment of navicular disease.

Employees and Human Capital

As of ~~July~~June 1029, ~~2025~~2026, we have 2422 employees. We also engage outside consultants to assist with research and development, clinical development and regulatory matters, investor relations, operations, and other functions from time to time.

The Company believes that its success depends on the ability to attract, develop, and retain key personnel. It also believes that the skills, experience, and industry knowledge of its employees significantly benefit its operations and performance. The Company believes that it offers competitive compensation and other means of attracting and retaining key personnel. None of our employees are represented by a labor union and we believe that our relationships with our employees are good.

Insurance

We currently maintain a “life science” commercial insurance policy with coverage in the amount of $2 million for our products and operations. The policy has been designed for those engaged in the life science business. We may face claims in excess of the limits of such insurance. As well, claims made against us may fall outside of our coverage. The policy is a “claims made” policy. Thus, our coverage must be maintained at the time a claim is made for us to be entitled to seek coverage from the issuer of the policy for such claims.

Available Information

We make available, free of charge and through our Internet website at www.petvivo.com, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to any such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (“SEC”). Reports filed with the SEC also may be viewed at www.sec.gov. We include our website throughout this report for reference only. The information contained on or connected to our website is not incorporated by reference into this report.

ITEM 1A. RISK FACTORS

An investment in our common stock and warrants involves a high degree of risk. You should carefully consider the following described risks together with all other information included in this prospectus before making an investment decision with regard to this offering. If one or more of the following risks occurs, our business, financial condition, and results of operations could be materially harmed, which most likely would result in a decline in the trading price of our common stock and warrants and investors losing part or even all of their investment.

Risks Relating to Our Financial Condition

The Company’s failure to meet the continued listing requirements of The Nasdaq Capital Market has resulted in a delisting of its securities.

Our common stock and warrants were delisted for trading on Nasdaq and on July 26, 2024, we received approval for trading on the OTC Markets Group, OTCQB ~~market~~Venture Market. On July 30, 2025, we were uplisted to the OTCQX Best Market.

We have incurred substantial losses to date and could continue to incur such losses.

We have incurred substantial losses since commencing our current business. For the year ended March 31, ~~2025~~2026, we lost approximately $~~8.0~~10 million without obtaining any significant commercial revenues and had an accumulated deficit of approximately $90102.80 million. In order to achieve and sustain future revenues, we must succeed in our current efforts to commercialize Spryng® for treatment of dogs and horses suffering from osteoarthritis. That will require us to produce our products effectively in commercial quantities, establish adequate sales and marketing systems, conduct clinical trials and tests which show the safety and efficacy of Spryng® in dogs and horses and gain significant support from veterinarians in the use of our products. We expect to continue to incur losses until such time, if ever, as we succeed in significantly increasing our revenues and cash flow beyond what is necessary to fund our ongoing operations and pay our obligations as they become due. We may never generate revenues sufficient to become profitable or to sustain profitability.

If we are unable to obtain sufficient funding, we may have to reduce materially or even discontinue our business.

As of March 31, ~~2025~~2026, we have cash or cash equivalents of approximately $~~228~~201,000. We anticipate that we will be adequate to satisfy operational and capital requirements for the next one (1) month. IfAlso, wean ~~are~~investor ~~unable~~shareholder tohas ~~realize~~a ~~substantial~~Purchase ~~revenues~~Option ~~in the near future, we will need~~ to ~~seek~~invest ~~additional~~up ~~financing beyond this three-month period~~ to ~~continue our operations~~$1.5 ~~We also most likely will require additional financing~~million ~~to develop additional new products or to expand~~ into ~~foreign markets. Accordingly, our ability to commercialize Spryng® and other products may be dependent on our receipt of~~ the ~~net~~company ~~proceeds~~by ~~from~~July ~~our~~15, ~~future financings~~2026. WeIf ~~also~~these ~~had~~funds anare ~~investor subscribe to a $5 million Series B Preferred stock offering whereby $600,000 has been~~ received by ~~March~~this 31date, ~~2025.~~we ~~The~~anticipate ~~remaining~~that ~~$4.4~~we ~~million~~will ~~is expected~~be adequate to besatisfy ~~received~~operational and ~~just~~capital ~~prior~~requirements tofor ~~the~~an ~~filing~~additional ofthree ~~this~~(3) ~~Form 10-K~~months.

If we are unable to realize substantial revenues in the near future, we will need to seek additional financing beyond this three-month period to continue our operations. We also most likely will require additional financing to develop additional new products or to expand into foreign markets. Accordingly, our ability to commercialize Spryng^® and other products may be dependent on our receipt of the net proceeds from our future financings.

Along with establishing effective production, marketing, sales, and distribution of Spryng^® and other products, we believe that our future capital requirements depend upon the timing and costs of many factors with some of them beyond our control, including our ability to establish an adequate base of veterinarian clinics using our products, costs in obtaining patents and any required regulatory approvals for future products, costs of any future target animal studies, costs related to new product development, costs of finished product inventory, expenses to attract and retain skilled personnel as needed, increased costs related to being a listed public company, and the costs of any future acquisitions of existing companies or IP technologies. There is no assurance that future additional capital will be available to us as needed, or if available upon terms acceptable to us.

Risks Relating to Our Business and Industry

We have a limited operating history upon which to base an evaluation of our business prospects.

We were incorporated in March 2009 and have a limited operating history upon which to base an evaluation of our business prospects. We did not begin generating notable revenues from the sale of Spryng^® until the second quarter of fiscal 2023. Our limited operating history makes an evaluation of our business and prospects very difficult. Our prospects must be considered speculative, especially considering the risks, expenses, and difficulties frequently encountered in the establishment of an early-stage company. Our ability to operate our business successfully remains unknown and untested. If we cannot commercialize our products effectively, or are significantly delayed or limited in doing so, our business and operations will be harmed substantially, and we may even need to cease operations.

We are substantially dependent upon the success of Spryng® and any failure of Spryng® to achieve market acceptance would harm us significantly.

We have one lead product, Spryng^®, which is in commercial production. Our future prospects rely heavily on the successful marketing of this product. In addition to establishing effective production, marketing, sales, distribution and training for the use of Spryng^®, we believe its successful commercialization will depend on other material factors including our ability to educate and convince veterinarians and pet owners about the benefits, safety and effectiveness of Spryng^®, the occurrence and severity of any side effects to pets from use of our products, maintaining regulatory compliance and effective quality control for our products, our ability to maintain and enforce our patents and other intellectual property rights, any increased manufacturing costs from third-party contractors or suppliers, and the availability, cost and effectiveness of treatments offered by competitors.

Our lead product, Spryng^®, will face significant competition in our industry, and our failure to compete effectively may prevent us from achieving any significant market penetration.

The development and commercialization of animal care products is highly competitive, including significant competition from major pharmaceutical, biotechnology, and specialty animal health medical companies. Our competitors include Zoetis, Inc.; Merck Animal Health, the animal health division of Merck & Co., Inc.; Merial, the animal health division of Sanofi, S.A.; Elanco, the animal health division of Eli Lilly and Company; Bayer Animal Health, the animal health division of Bayer AG; Novartis Animal Health, the animal health division of Novartis AG; Boehringer Ingelheim Animal Health; Virbac Group; Ceva Animal Health; Vetaquinol; and Dechra Pharmaceuticals PLC. There also are several smaller stage animal health companies that have recently emerged in our industry and are developing therapeutics products that may compete with Spryng®, including Kindred Bio, Aratana Therapeutics, Next Vet, and VetDC.

Since we are an early-stage company with limited operations and financing, virtually all our competitors have substantially more financial, technical and personnel resources than us. Most of them also have established brands and substantial experience in the development, production, regulation, and commercialization of animal health care products. Regarding our development of any new products or technology, we also compete with academic institutions, governmental agencies and private organizations that conduct research in the field of animal health medicines. We expect that competition in our industry is based on several factors including primarily product reliability and effectiveness, product pricing, product branding, adequate patent and other IP protection, safety of use, and product availability.

Although for the foreseeable future, our efforts and financial resources will continue to focus on successfully commercializing Spryng®, our future business strategy plan includes the identification of additional animal care products we may license, acquire, or develop, and then commercializing such products into a branded product portfolio along with Spryng®. Even if we successfully license, acquire or develop such animal care products from our proprietary technology, or acquire any such new products, we may still fail to commercialize them successfully for various reasons, including competitors offering alternative products which are more effective than ours, our discovery of third-party IP rights already covering the products, harmful side effects caused to animals by the products, inability to produce products in commercial quantities at an acceptable cost, or the products not being accepted by veterinarians and pet owners as being safe or effective. If we fail to successfully obtain and commercialize future new animal care products, our business and prospects may be harmed substantially.

We will rely on third parties to conduct studies of our current and new products, and if these third parties do not successfully perform their contracted commitments effectively or substantially fail to meet expected study deadlines, we could be delayed from effectively commercializing our future products.

We have entered into a clinical trial services agreement with Colorado State University and Ethos Veterinary Health. In the future, we may engage other educational institutions with a veterinary medical curriculum to conduct studies of Spryng® and other products to be introduced by us. We expect to have limited control over the timing and resources that such third parties will devote to the studies. Although we must rely on third parties to conduct our studies, we remain responsible for ensuring any of our studies are conducted in compliance with protocols, regulations, and standards set by industry regulatory authorities and commonly referred to as current good clinical practices (“cGCPs”) and good laboratory practices (“GLPs”). These required clinical and laboratory practices include many items regarding the conducting, monitoring, recording, and reporting the results of target animal studies to ensure that the data and results of these studies are objective and scientifically credible and accurate.

Our success is highly dependent on the clinical advancement of our products and adverse results in clinical trials and other studies could prevent us from effectively commercializing our future products

There can be no assurance that clinical trials or studies of Spryng^® and our other products will demonstrate the safety and efficacy of such products in a statistically significant manner. Failure to show efficacy or adverse results in clinical trials or studies could significantly harm our business. While some clinical trials and studies of our product candidates may show indications of safety and efficacy, there can be no assurance that these results will be confirmed in subsequent clinical trials or studies or provide a sufficient basis for regulatory approval, if required. In addition, side effects observed in clinical trials or studies, or other side effects that appear in later clinical trials or studies, may adversely affect our or our distributors’ ability to market and commercialize our products.

Our operations rely on third parties to produce our raw materials to produce our products.

We rely on independent third parties to produce the raw materials (e.g. collagen, elastin, and heparin) that we use to produce our Spryng^® products. As such, we are dependent upon their services and will not be in a position to control their operations as we might if we directly produced these raw materials. While we believe the raw materials used to manufacture Spryng® products are readily available and can be obtained from multiple reliable sources on a timely basis, circumstances outside our control may impair our ability to have an adequate supply of raw materials to produce our Spryng^® products.

If we experience the rapid commercial growth of Spryng^®, we may not be able to manage such growth effectively.

We contemplate rapid growth for our business as we bring our Spryng^® product to new customers and anticipate that this will place significant demands on our management and our operational and financial resources. Our organizational structure will become more complex as we add additional personnel, and we would likely require more financial and staff resources to support and continue our growth. If we are unable to manage our growth effectively, our business, financial condition, and results of operations may be materially harmed.

Our Distribution ~~Agreements~~relationships with Vedco and Clipper Distributing are important to our business and if we were to lose our Distribution ~~Agreements~~ relationships it would adversely affect our revenues and profitability.

In December 2024, we entered into distribution partnerships with Vedco and Clipper Distributing. Both distribution partnerships are important to our business. We generated 4374% of our total revenues from Spryng® products sold under the distribution partnerships in the fiscal year ended March 31, ~~2025~~2026.

We entered into a Distribution Agreement with MWI in June 2022. We generated 380% of our total revenues from Spryng® products sold under the Distribution Agreement in the fiscal year ended March 31, ~~2025~~2026. In March 2025, we mutually terminated our non-exclusive agreement with MWI.

We entered into a Distribution Agreement with Covetrus in December 2023. We generated 40% of our total revenues from Spryng® products sold under the Distribution Agreement in the fiscal year ended March 31, ~~2025~~2026. In February 2025, we mutually terminated our non-exclusive agreement with Covetrus.

If our current sales and marketing program is insufficient or inadequate to support the current introduction of our Spryng^® product, we may not be able to sell this product in quantities to become commercially successful.

We commenced sales of Spryng® in the second quarter of fiscal 2022 and plan to increase our commercialization efforts for Spryng® in the United States through our direct sales to veterinarians and our distributorship relationships with ~~MWI~~ Vedco and ~~Covetrus~~Clipper. There are significant risks involved in our building and managing an effective sales and marketing program, including our ability to manage and support our distribution relationship with ~~MWI~~Vedco and ~~Covetrus~~Clipper, our ability to hire, adequately train, maintain, and motivate qualified sales representatives for direct sales and to support our sales to ~~MWI~~Vedco and ~~Covetrus~~ Clipper, to generate sufficient sales leads and other contacts, and establish effective product distribution channels. Any failure or substantial delay in the development of our internal sales and marketing program and distribution capabilities would adversely impact our business and financial condition.

Our business will depend significantly on the sufficiency and effectiveness of our marketing and product promotional programs and incentives.

Due to the highly competitive nature of our industry, we must effectively and efficiently promote and market our products through the Internet, television and print advertising, social media, and through trade promotions and other incentives to sustain and improve our competitive position in our market. Moreover, from time to time we may have to change our marketing strategies and spending allocations based on responses from our veterinarian customers and pet owners. If our marketing, advertising, and trade promotions are not successful to create and sustain consistent revenue growth or fail to respond to marketing strategy changes in our industry, our business, financial condition, and results of operations may be adversely affected.

Any damage to our reputation or our brand may materially harm our business.

Developing, maintaining, and expanding our reputation and brand with veterinarians, pet owners, and others will be critical to our success. Our brand may suffer if our marketing plans or product initiatives are unsuccessful. The importance of our brand and demand for our products may decrease if competitors offer products with benefits similar to or as effective as our products and at lower costs to consumers. Although we maintain procedures to ensure the quality, safety and integrity of our products and their production processes, we may be unable to detect or prevent product and/or ingredient quality issues such as contamination or deviations from our established procedures. If any of our products cause injury to animals, we may incur material expenses for product recalls, and may be subject to product liability claims, which could damage our reputation and brand substantially.

If we fail to attract and retain qualified management and key scientific personnel, we may be unable to successfully commercialize our current products or develop new products effectively.

Our success will significantly be dependent upon our current management and key scientific technicians, and also on our ability to attract, retain and motivate future management and employees. We are highly dependent upon our current management and technology personnel, and the loss of the services of any of them could delay or prevent the successful commercialization or development of current or future products. Competition to obtain qualified personnel in the animal health field is intense due to the limited number of individuals possessing the skills and experience required by our industry. We may not be able to attract or retain qualified personnel as needed on acceptable terms, or at all, which would harm our business and operations.

Natural disasters and other events beyond our control could materially adversely affect us.

Natural disasters or other catastrophic events may cause damage or disruption to our operations, international commerce and the global economy, and thus could have a strong negative effect on us. Our business operations are subject to interruption by natural disasters, fire, power shortages, pandemics (including the ongoing Coronavirus (COVID-19) epidemic) and other events beyond our control. Although we maintain crisis management and disaster response plans, such events could make it difficult or impossible for us to deliver our services to our customers, and could decrease demand for our services.

Risks relating to Manufacturing

We may not be able to manage our manufacturing and supply chain effectively, which would harm our results of operations.

We must accurately forecast demand for our products in order to have adequate product inventory available to fill customer orders timely. Our forecasts will be based on multiple assumptions that may cause our estimates to be inaccurate, and thus affect our ability to ensure adequate manufacturing capability to satisfy product demand. Any material delay in our ability to obtain timely product inventories from our manufacturing facility and our ingredient suppliers could prevent us from satisfying increased consumer demand for our products, resulting in material harm to our brand and business. In addition, we will need to continuously monitor our inventory and product mix against forecasted demand to avoid having inadequate product inventory or having too much product inventory on hand. If we are unable to manage our supply chain effectively, our operating costs may increase materially.

Risks relating to our Intellectual Property

Failure to protect our intellectual property could harm our competitive position or cause us to incur significant expenses and personnel resources to enforce our rights.

Our success will depend significantly upon our ability to protect our intellectual property (“IP”) rights, including patents, trademarks, trade secrets, and process know-how, which valuable assets support our brand and the perception of our products. We rely on patent, trademark, trade secret, and other intellectual property laws, as well as non-disclosure and confidentiality agreements to protect our intellectual property. Our non-disclosure and confidentiality agreements may not always effectively prevent disclosure of our proprietary IP rights, and may not provide an adequate remedy in the event of an unauthorized disclosure of such information, which could harm our competitive position. We also may need to engage in costly litigation to enforce or protect our patent or other proprietary IP rights, or to determine the validity and scope of proprietary rights of others. Any such litigation could require us to expend significant financial resources and also divert the efforts and attention of our management and other personnel from our ongoing business operations. If we fail to protect our intellectual property, our business, brand, financial condition, and results of operations may be materially harmed.

We may be subject to intellectual property infringement claims, which could result in substantial damages and diversion of the efforts and attention of our management.

We must respect prevailing third-party intellectual property, and the procedures and steps we take to prevent our misappropriation, infringement, or other violation of the intellectual property of others may not be successful. If third parties assert infringement claims against us, our suppliers, or veterinarians using our products and technology, we could be required to expend substantial financial and personnel resources to respond to and litigate or settle any such third-party claims. Although we believe our patents, manufacturing processes and products do not infringe in any material respect on the intellectual property rights of other parties, we could be found to infringe on such proprietary rights of others. Any claims that our products, processes, or technology infringe on third-party rights, regardless of their merit or resolution could be very costly to us and also materially divert the efforts and attention of our management and technical personnel. Any adverse outcome to us from one or more such claims against us could, among other things, require us to pay substantial damages, to cease the sale of our products, to discontinue our use of any infringing processes or technology, to expend substantial resources to develop non-infringing products or technology, or to license technology from the infringed party. If one or more of such adverse outcomes occur, our ability to compete could be affected significantly and our business, financial condition and results of operations could be harmed substantially.

Risks related to Regulation

We may be unable to obtain required regulatory approvals for future products timely or at all, and the denial or substantial delay of any such approval could delay materially or even prevent our efforts to commercialize new products, which could adversely impact our ability to generate future revenues.

Based on our determination that our Spryng^® products is a device for the treatment of animals rather than being a pharmaceutical product, we believe we are not required to obtain regulatory approval to produce and market them for their current intended uses. However, we have not received confirmation from any regulatory authority that our determination is correct. The production, marketing, and sale of any future products for the treatment of animals based on our proprietary technology may require us to obtain regulatory approval from the Center for Veterinarian Medicine (“CVM”), a branch of the FDA, and/or the USDA, and also certain state regulatory authorities. Any substantial delay or inability to obtain required regulatory approvals for any new products developed by us could substantially delay or even prevent their commercialization, which would materially adversely impact our business and prospects.

Moreover, at such future time that we commence business internationally, our products will need to obtain regulatory approval for labeling, marketing, and sale in foreign countries from authorities such as the European Commission (“EU”) or the European Medicine Agency (“EMA”). Any substantial delay or inability to obtain any necessary foreign regulatory approvals for our products could harm our business and prospects materially.

Risks relating to our Information Technology

A failure of one or more key information technology systems, networks, or processes may harm our ability to conduct our business effectively.

The effective operation of our business and operations will depend significantly on our information technology and computer systems. We will rely on these systems to effectively manage our sales and marketing, accounting and financial, and legal and compliance functions, new product development efforts, research and development data, communications, supply chain and product distribution, order entry and fulfillment, and other business processes. Any material failure of our information technology systems to perform satisfactorily, or their damage or interruption from circumstances beyond our control such as power outages or natural disasters, could disrupt our business materially and result in transaction errors, processing inefficiencies, and even the loss of sales and customers., causing our business and results of operations to suffer materially.

Risks Related to our Company

Ownership and control of our Company is concentrated in our management.

As of June 129, ~~2025~~2026, our officers and directors beneficially own or control approximately 2715% of our outstanding shares of common stock. This concentrated ownership and control by our management could adversely affect the status and perception of our common stock and/or warrants. In addition, any material sales of common stock of our management, or even the perception that such sales will occur, could cause a material decline in the trading price of our common stock and/or warrants.

Due to this ownership concentration, our management has the ability to control all matters requiring stockholder approval including the election of all directors, the approval of mergers or acquisitions, and other significant corporate transactions. Any person acquiring our common stock most likely will have no effective voice in the management of our company. This ownership concentration also could delay or prevent a change of control of the Company, which could deprive our stockholders from receiving a premium for their common shares.

The market price of our common stock is highly volatile because of several factors, including a limited public float.

The market price of our common stock has been volatile in the past and the market price of our common stock and our warrants is likely to be highly volatile in the future. You may not be able to resell shares of our common stock following periods of volatility because of the market’s adverse reaction to volatility.

Other factors that could cause such volatility may include, among other things:

	●	actual or anticipated fluctuations in our operating results;
	●	the absence of securities analysts covering us and distributing research and recommendations about us;
	●	we may have a low trading volume for a number of reasons, including that a large portion of our stock is closely held;
	●	overall stock market fluctuations;
	●	announcements concerning our business or those of our competitors;
	●	actual or perceived limitations on our ability to raise capital when we require it, and to raise such capital on favorable terms;
	●	conditions or trends in the industry;
	●	litigation;
	●	changes in market valuations of other similar companies;
	●	future sales of common stock;
	●	departure of key personnel or failure to hire key personnel; and
	●	general market conditions.

Any of these factors could have a significant and adverse impact on the market price of our common stock. In addition, the stock market in general has at times experienced extreme volatility and rapid decline that has often been unrelated or disproportionate to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock and/or warrants, regardless of our actual operating performance.

Our common stock has in the past been a “penny stock” under SEC rules, and if our common stock is deemed to be a “penny stock,” it will be more difficult to resell our securities.

In the past, our common stock was a “penny stock” under applicable Securities and Exchange Commission (“SEC”) rules (generally defined as non-exchange traded stock with a per-share price below $5.00). While our common stock is currently not considered a “penny stock,” if we do not continue to satisfy the requirements to be exempt from the “penny stock” rules, it will be more difficult to resell our securities. “Penny stock” rules impose additional sales practice requirements on broker-dealers that recommend the purchase or sale of penny stocks to persons other than those who qualify as “established customers” or “accredited investors.” For example, broker-dealers must determine the appropriateness for non-qualifying persons of investments in penny stocks. Broker-dealers must also provide, prior to a transaction in a penny stock not otherwise exempt from the rules, a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, disclose the compensation of the broker-dealer and its salesperson in the transaction, furnish monthly account statements showing the market value of each penny stock held in the customer’s account, provide a special written determination that the penny stock is a suitable investment for the purchaser, and receive the purchaser’s written agreement to the transaction.

Legal remedies available to an investor in “penny stocks” may include the following:

	●	If a “penny stock” is sold to the investor in violation of the requirements listed above, or other federal or state securities laws, the investor may be able to cancel the purchase and receive a refund of the investment.
	●	If a “penny stock” is sold to the investor in a fraudulent manner, the investor may be able to sue the persons and firms that committed the fraud for damages.

These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common stock or our warrants and may affect your ability to resell our common stock and our warrants.

Many brokerage firms will discourage or refrain from recommending investments in penny stocks. Most institutional investors will not invest in penny stocks. In addition, many individual investors will not invest in penny stocks due, among other reasons, to the increased financial risk generally associated with these investments. For these reasons, penny stocks may have a limited market and, consequently, limited liquidity. We can give no assurance that our common stock will not be classified as a “penny stock” in the future.

We are required to comply with certain provisions of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”) and if we fail to continue to comply, our business could be harmed, and the price of our securities could decline.

Rules adopted by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act require an annual assessment of internal controls over financial reporting, and for certain issuers, an attestation of this assessment by the issuer’s independent registered public accounting firm. The standards that must be met for management to assess the internal controls over financial reporting as effective are evolving and complex, and require significant documentation, testing, and possible remediation to meet the detailed standards. We expect to incur significant expenses and to devote resources to Section 404 compliance on an ongoing basis. It is difficult for us to predict how long it will take or costly it will be to complete the assessment of the effectiveness of our internal controls over financial reporting for each year and to remediate any deficiencies in our internal control over financial reporting. As a result, we may not be able to complete the assessment and remediation process on a timely basis. In the event that our Chief Executive Officer or Chief Financial Officer determines that our internal controls over financial reporting are not effective as defined under Section 404, we cannot predict how regulators will react or how the market prices of our securities will be affected; however, we believe that there is a risk that investor confidence and the market value of our securities may be negatively affected.

We do not anticipate paying any dividends on our common stock for the foreseeable future.

We have not paid any dividends on our common stock to date, and we do not anticipate paying any such dividends in the foreseeable future. We anticipate that any earnings experienced by us will be retained to finance the implementation of our operational business plan and expected future growth.

The elimination of monetary liability against our directors and executive officers under Nevada law and the existence of indemnification rights held by them granted by our bylaws could result in substantial expenditures by us.

Our Articles of Incorporation eliminate the personal liability of our directors and officers to the Company and its stockholders for damages for breach of fiduciary duty to the maximum extent permissible under Nevada law. In addition, our Bylaws provide that we are obligated to indemnify our directors or officers to the fullest extent authorized by Nevada law for costs or damages incurred by them involving legal proceedings brought against them relating to their positions with the Company. These indemnification obligations could result in our incurring substantial expenditures to cover the cost of settlement or damage awards against our directors or officers.

Our Articles of Incorporation, Bylaws, and Nevada law may have anti-takeover effects that could discourage, delay or prevent a change in control, which may cause our stock price to decline.

Our Articles of Incorporation, Bylaws, and Nevada law could make it more difficult for a third party to acquire us, even if closing such a transaction would be beneficial to our stockholders. We are authorized to issue up to 20,000,000 shares of preferred stock. This preferred stock may be issued in one or more series, the terms of which may be determined at the time of issuance by our board of directors without further action by stockholders. The terms of any series of preferred stock may include voting rights (including the right to vote as a series on particular matters), preferences as to dividend, liquidation, conversion and redemption rights, and sinking fund provisions. None of our preferred stock will be outstanding at the closing of this offering. The issuance of any preferred stock could materially adversely affect the rights of the holders of our common stock, and therefore reduce the value of our common stock. In particular, specific rights granted to future holders of preferred stock could be used to restrict our ability to merge with, or sell our assets to, a third party and thereby preserve control by the present management.

Provisions of our Articles of Incorporation, Bylaws, and Nevada law also could have the effect of discouraging potential acquisition proposals or making a tender offer or delaying or preventing a change in control, including changes a stockholder might consider favorable. Such provisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. In particular, our certificate of incorporation and by-laws and Delaware law, as applicable, among other things:

	●	provide the board of directors with the ability to alter the by-laws without stockholder approval;
	●	establishing advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted upon at stockholder meetings; and
	●	provide that vacancies on the board of directors may be filled by a majority of directors in office, although less than a quorum.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

Item 1C. Cybersecurity

Risk Management and Strategy

We have established policies and processes for assessing, identifying, and managing risks from cybersecurity threats, and have integrated these processes into our overall risk management systems and processes. We routinely assess risks from cybersecurity threats, including any potential unauthorized occurrence on or conducted through our information systems that may result in adverse effects on the confidentiality, integrity, or availability of our information systems or any information residing therein.

We conduct periodic risk assessments to identify cybersecurity threats, as well as assessments in the event of a material change in our business practices that may affect information systems that are vulnerable to such cybersecurity threats. These risk assessments include identification of reasonably foreseeable internal and external risks, the likelihood and potential damage that could result from such risks, and the sufficiency of existing policies, procedures, systems, and safeguards in place to manage such risks.

Following these risk assessments, we evaluate whether and how to re-design, implement, and maintain reasonable safeguards to minimize identified risks; reasonably address any identified gaps in existing safeguards; and regularly monitor the effectiveness of our safeguards. We devote significant resources and designate high-level personnel, including our CFO, who reports to our Board, to manage the risk assessment and mitigation process.

As part of our overall risk management system, we monitor our safeguards and train our employees on these safeguards. Personnel at all levels and departments are made aware of our cybersecurity policies through trainings integrated into new employee onboarding processes and annual employee re-training.

We engage consultants, experts, or other third parties in connection with our risk assessment processes. These third parties assist us in designing and implementing our cybersecurity policies and procedures, as well as in monitoring and testing our safeguards.

We require each third-party service provider who may have access to our systems and/or our sensitive data to confirm that it has the ability to implement and maintain appropriate security measures, consistent with all applicable laws, to implement and maintain reasonable security measures in connection with their work with us, and to promptly report any suspected breach of its security measures that may affect our company.

We have not experienced any cybersecurity incidents that have been determined to be material in the past, however, like other medical device companies, we have experienced cybersecurity incidents and may continue to experience them in the future. For additional information regarding whether any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, materially affected or are reasonably likely to materially affect our company, including our business strategy, results of operations, or financial condition, please refer to “Item 1A. Risk Factors” in this Annual Report on Form 10-K.

Governance

One of the key functions of our Board is to be informed oversight of our risk management process, including risks from cybersecurity threats. Our Board is responsible for monitoring and assessing strategic risk exposure, and our executive officers are responsible for the day-to-day management of the material risks we face. Our Board administers its cybersecurity risk oversight function directly as a whole, as well as through the Audit Committee.

Our CFO and representatives from our management committee on cybersecurity, which includes our Chief Business Development Officer and General Counsel, and our outside consultants, who collectively possess significant experience in evaluating, managing, and mitigating security and other risks, including cybersecurity risks, are primarily responsible for assessing and managing our material risks from cybersecurity threats.

Our CFO and management committee on cybersecurity oversee our cybersecurity policies and processes, including those described in “Risk Management and Strategy” above. The processes by which our CFO and representatives from our management committee on cybersecurity are informed about and monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents includes the following:

	●·	monitoring of Company computer and information systems for potential malware, ransomware and other malicious activity, and remediation of identified issues, including mitigation of identified risks and containment and elimination of any malicious software;

	●	mandatory cybersecurity training as part of new employee onboarding along with required annual and periodic employee cybersecurity re-training;

	●·	monitoring of systems and network infrastructure by security information and event management application;

	●	prompt incident reporting directly to the Board; and

	●	escalation to the Company’s Audit Committee and Board as warranted based upon the nature of the identified issue.

Our CFO and/or representatives from our management committee on cybersecurity provide periodic briefings to the Audit Committee and the Board regarding our Company’s cybersecurity risks and activities, including any recent cybersecurity incidents and related responses, cybersecurity systems testing, activities of third parties, and the like.

ITEM 2. PROPERTIES

We do not own any real estate. We lease approximately 3,600 square feet of office, laboratory, and warehouse space at 5251 Edina Industrial Blvd., Edina, Minnesota. This lease will expire in November 2026.

In January 2022, we leased an additional 2,400 square feet of office space near the location above. This lease will expire in March 2027. Refer to Note 9. Commitments and Contingencies, in the Notes to Consolidated Financial Statements set forth in Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report, for further information regarding our leases.

On January 10, 2023, the Company entered into a new lease agreement for 14,073 square feet of production and warehouse space with a commencement date of April 1, 2023, which is when the control and right of use for this lease asset took place. The initial monthly base rent is was $8,420 and ~~has~~had annual increases of 2.5%. The Company iswas also responsible for its proportional share of common space expenses, property taxes, and building insurance. The lease ~~will~~had ~~terminate~~a ontermination of June 30, 2033, and the Company ~~has~~had a renewal option for a period of five years. The Company terminated its ten-year lease agreement on the 14,073 square foot production and warehouse space effective June 30, 2025.

The Company believes that the current facilities are suitable and adequate to meet the Company’s current needs and that suitable additional space will be available as and when needed on acceptable terms.

ITEM 3. LEGAL PROCEEDINGS

From time to time, we may become involved in legal proceedings arising in the ordinary course of our business, the resolution of which we do not anticipate would have, individually or in the aggregate, a material adverse effect on our business, financial condition, or results of operations. Refer to Note 9. Commitments and Contingencies – Legal Proceedings, in the Notes to Consolidated Financial Statements set forth in Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report, for further information regarding potential legal proceedings.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

The Company’s common stock is publicly traded on the ~~OTCQB~~OTC ~~Nasdaq~~Markets ~~Capital~~Group OTCQX Best Market tier under the symbol “PETV.”

Number of Stockholders

As of March 31, ~~2025~~2026, there were approximately 258 stockholders of record. The number of stockholders of record does not include certain beneficial owners of our common stock, whose shares are held in the names of various dealers, clearing agencies, banks, brokers, and other fiduciaries.

Dividends

We have never declared or paid any cash dividends on our common stock and anticipate that for the foreseeable future all earnings will be retained for use rather than paid out as cash dividends.

Unregistered Sales of Securities

In October 2023, the Company sold 125,000 shares of its common stock to one investor for a total amount of $200,000.

In December 2023, the Company sold 352,224 shares of its common stock to five investors totaling $317,000. These investors also received warrants to purchase 317,000 shares at an exercise price of $1.50 per share. The warrants expire in December 2026.

On the first day of October, November and December 2023, the Company issued 16,668 shares of its restricted common stock (for an aggregate of 50,004 shares) to the consultant for services rendered in these months to the Company, which shares were valued at $31,666, $23,748 and $14,071, respectively. The Company entered into a services agreement with a consultant for a 12-month period on January 1, 2023.

In December 2023, the Company granted options to purchase an aggregate of 195,700 shares of its common stock under the PetVivo Holdings, Inc. Amended and Restated 2020 Equity Plan (“Amended Plan”) to its Board of Directors for its compensation for the period October 1, 2023 to September 30, 2024. The exercise price of these options was $1.06 per share which was the closing price of the Company’s common stock on the date of the grant. The Director options vest on September 30, 2024 and expire on the earlier of the date on which the Director’s service with the Company is terminated or seven years after the grant date.

In October, November and December 2023, the Company issued 117,000 shares of common stock to service providers for consulting services valued at $223,640.

In October and December 2023, the Company issued 11,250 shares of common stock upon the vesting of restricted stock units issued to three employees.

From January 2024 to March 2024, the Company issued 324,000 shares of common stock to four consultants for services provided to the Company valued at $333,660.

From January 2024 to March 2024, the Company issued 109,834 shares of common stock upon the vesting of restricted stock units granted to four employees, with 15,250 shares vesting on January 2, 2024, 1,250 shares vesting on March 12, 2024, and 93,334 shares vesting on March 28, 2024.

From January 2024 to March 2024, the Company sold 1,386,469 units to thirteen investors, with each unit consisting of one share of restricted common stock and one warrant to purchase one share of common stock, at a price of $0.90 per unit. In total the Company raised $1,247,819 pursuant to the private offering of the units. The warrants are immediately exercisable, have an exercise price of $1.50 per share (and no cashless exercise rights), and are exercisable until February 1, 2027.

From January 2024 to March 2024, the Company issued 164,340 shares upon the conversion of debt to one shareholder in the amount of $123,255 including accrued interest of $3,255.

In April 2024, the Company issued 430,798 shares in connection with the conversion of a convertible note plus interest in exchange for proceeds of $301,558 at a price of $0.70 per share.

From April 2024 to May 2024, the Company issued 1,889,434 shares of common stock at a price of $0.70 per share in exchange for proceeds of $1,322,600.

From April 2024 to June 2024, the Company issued 376,000 shares of common stock to service providers for consulting services valued at $590,160.

From April 2024 to June 2024, the Company issued 150,000 shares of common stock upon the vesting of restricted stock units.

From July 2024 to September 2024, the Company issued 120,000 shares of common stock to service providers for consulting services valued at $56,020.

From July 2024 to September 2024, the Company issued 42,312 shares of common stock upon the vesting of restricted stock units.

In October 2024, the Company issued 240,000 shares of common stock to its executive officers, in lieu of compensation valued at $132,000.

In October 2024, the Company returned 25,000 shares that were returned by an executive officer for cancellation of shares in lieu of compensation valued at $13,750.

From October 2024 to December 2024, the Company issued 162,812 shares of common stock upon the vesting of restricted stock units.

In October 2024 to November 2024, the Company issued 225,000 shares of common stock at a price of $0.50 per share in exchange for proceeds of $112,500.

From October 2024 to December 2024, the Company issued 85,000 shares of common stock to service providers for consulting services valued at $37,780.

In December 2024, the Company issued 375,000 shares to its executive officers for performance services valued at $150,750.

In December 2024, the Company issued 121,808 shares of common stock to its executive officers for conversion of accrued bonuses valued at $50,000.

In January 2025 to February 2025, the Company issued 946,154 shares in connection with the sale of stock at a price of $0.65 per share in exchange for proceeds of $615,000.

In January 2025 to February 2025, the Company issued 70,000 shares to employees for performance services valued at $41,500.

In February 2025, the Company issued 20,000 shares to a Board Director for consulting services valued at $10,800.

In February 2025, the Company issued 1,000,000 shares of common stock for purchase of an exclusive licensing agreement valued at $1,000,000.

From January 2025 to March 2025, the Company issued 144,000 shares of common stock to service providers for consulting services valued at $104,780.

From January 2025 to March 2025, the Company issued 72,812 shares of common stock upon the vesting of restricted stock units.

In March 2025, the Company issued 230,770 shares of common stock for an investment in Digital Landia valued at $150,000.

In March 2025, the Company issued 225,000 shares of common stock to its executive officers for performance services valued at $156,250.

In March 2025, the Company issued 68,628 shares of common stock to its executive officers for conversion of accrued bonuses valued at $35,000.

In March 2025, the Company issued 150,072 shares of common stock to employees and Board Directors for stock option buyout program valued at $72,808.

In March 2025, the Company issued 2,317 shares of common stock related to a cashless warrant exercise.

In April 2025, the Company issued 20,000 shares to service providers for consulting services valued at market on the date of grant of $12,640.

In April 2025, the Company issued 52,500 shares of common stock upon the vesting of restricted stock units issued to 6 board members.

In May 2025, the Company issued 20,000 shares to service providers for consulting services valued at market on the date of grant of $15,160.

In June 2025, the Company issued 8,000 shares to a consultant in connection with the conversion of an outstanding accounts payable balance of $6,000.

In June 2025, the Company issued 70,000 shares of common stock in connection with the exercise of a warrant in exchange for proceeds of $140,000.

In June 2025, the Company issued 30,157 shares of common stock upon the vesting of restricted stock units issued to 2 employees.

In July 2025, the Company issued 52,500 shares of common stock upon the vesting of restricted stock units issued to 6 board members.

In July 2025, the Company issued 19,372 shares to a service provider for consulting services valued at market on the date of grant of $15,000.

In July and September 2025, the Company issued 707,669 shares of common stock to various employees for performance services valued at market on the date of grant of $558,660.

In July 2025, the Company issued 3,045,000 shares of common stock for conversion of Series A Preferred Stock.

In September 2025, the Company issued 38,138 shares of common stock for conversion of accrued dividends on Series B Preferred Stock valued at $28,604.

In September 2025, the Company issued 1,000,000 shares of common stock for purchase of exclusive licensing agreement valued at $800,000.

In September 2025, the Company issued 20,000 shares of common stock upon the vesting of restricted stock units issued to an employee.

In September 2025, the Company issued 3,669,806 shares of common stock for the conversion of $1,850,000 in convertible notes plus accrued interest of $168,154 for a total value of $2,018,154.

In October 2025, the Company issued 89,935 shares of common stock to the board of directors for advisory services and compensation fair valued at $107,024.

In October and December 2025, the Company issued 411,286 shares of common stock to employees for performance services fair valued at $480,895.

In October 2025, the Company issued 105,042 shares of common stock for conversion of accrued dividends on Series B Preferred Stock valued at $125,000.

In October, November, and December 2025, the Company issued 870,000 shares of common stock in connection with the exercise of warrants in exchange for proceeds of $711,750.

In December 2025, the Company issued 20,000 shares of common stock upon the vesting of restricted stock units issued to an employee.

In January 2026, the Company issued 109,650 shares of common stock for conversion of accrued dividends on Series B Preferred Stock valued at $125,000.

In January and March 2026, the Company issued 200,148 shares of common stock to employees for performance services fair valued at $141,330.

In January and March 2026, the Company issued 136,332 shares of common stock to the board of directors for compensation valued at $98,640.

In January 2026 to March 2026, the Company issued 843,750 shares of common stock in connection with the sale of stock at a price of $0.80 per share in exchange for proceeds of $675,000.

In January to March 2026, the Company issued 109,097 shares of common stock to service providers for consulting and advisory services valued at market on the date of grant of $119,482.

All of these transactions described above were exempt from registration in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving a public offering. The purchasers of securities in each of these transactions represented their intention to acquire securities for investment only and not with a view to offer or sell, in connection with any distribution of the securities, and appropriate legends were affixed to the share certificates and instruments issued in such transactions.

Purchases of Equity Securities by the Registrant and Affiliated Purchasers

None.

Securities Authorized for Issuance

The following table sets forth securities authorized for issuance under any equity compensation plan approved by our stockholders as well as any equity compensation plans not approved by our stockholders as of March 31, ~~2025~~2026.

Equity Compensation Plan Information
Plan category	Number of securities to be issued upon exercise of outstanding options, warrants, and rights		Weighted average exercise price of outstanding options, warrants, and rights		Number of Securities remaining available for future issuance under equity compensation plans (excluding securities reflect in table)
Plans approved by shareholders(1)		1,140,933	$	2.58	~~822,605~~	20,000
Plans not approved by shareholders(2)		562,817	$	2.00	—	—

(1)	PetVivo Holdings, Inc. Amended and Restated 2020 Equity Incentive Plan.

(2)	Represents warrants granted to officers, directors, employees, financial advisors, consultants, investors, and other service providers pursuant to individual contracts, investments, awards, or arrangements for compensatory purposes.

Use of proceeds from our initial public offering of common stock

On August 13, 2021, we completed our Public Offering pursuant to which we issued and sold an aggregate of 2,500,000 units at the public offering price of $4.50 per unit. Each unit consisted of one share of our common stock and one warrant to purchase one share of our common stock at an exercise price of $5.625 per share. The shares of common stock and warrants were transferable separately immediately upon issuance. At the closing of the Public Offering, the underwriter exercised its over-allotment option to purchase an additional 375,000 warrants for an aggregate purchase price of $3,850.

The offer and sale of all of the units in our Public Offering were registered under the Securities Act pursuant to a registration statement on Form S-1, as amended (File No. 333-249452), which was declared effective by the SEC on August 10, 2021 (“Registration Statement”). ThinkEquity, a division of Fordham Financial Management, Inc. acted as the sole book-running manager for the Public Offering. In connection with the Public Offering, the Company’s common stock and warrants were registered under Section 12(b) of the Exchange Act and began trading on The Nasdaq Capital Market, LLC under the symbols “PETV” and “PETVW,” respectively.

We received aggregate gross proceeds from our Public Offering of $11,253,850 (inclusive of the underwriter’s exercise of its overallotment option to purchase warrants). After ~~deducing~~deducting underwriting discounts and commissions and other offering expenses, we received net proceeds of approximately $9,781,000 from the Public Offering.

ITEM 6. RESERVED

Not applicable.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and related notes that appear elsewhere in this prospectus. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to those differences include those discussed below and elsewhere in this prospectus, particularly in “RISK FACTORS.” We caution the reader not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the date of this prospectus.

We are a smaller reporting company and have not generated any material revenues to date and have incurred substantial losses in connection with our limited operations. We need substantial capital to pursue our current plans to bring our first products to market. The first of such products is a proprietary gel-like protein-based biomedical material for injection into the afflicted body parts of animals suffering from osteoarthritis or other impairments to be marketed under the trade name Spryng®, formerly known as Spryng®. It will provide veterinarians an innovative treatment for dogs and horses suffering from osteoarthritis.

The independent auditor’s report accompanying our March 31, ~~2025~~2026, financial statements contain an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared “assuming that we will continue as a going concern,” which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business. We have suffered recurring losses from operations, and our working capital is insufficient to fund our operations for the next 12 months. These factors raise substantial doubt about our ability to continue as a going concern.

RESULTS OF OPERATION

	For Fiscal Year Ended March 31,
	2025			2024
	2026			2025
Revenues	$	1,~~132~~141,~~533~~607		$	~~968~~1,~~706~~132,533
Total Cost of Sales		~~137~~386,~~677~~856			~~101~~137,~~823~~677
Total Operating Expenses		9,~~050~~817,~~575~~713			119,~~488~~050,~~223~~575
Total Other Income (Expense)		(~~343~~1,~~446~~410,710	)		(~~335~~343,~~955~~446	)
Net Loss		(810,~~399~~473,~~166~~672	)		(108,~~955~~399,~~295~~165	)
Net loss per share - basic and diluted	$	(0.4137	)	$	(0.7841	)

For The Fiscal Year Ended March 31, ~~2025~~2026 (“fiscal ~~2025~~2026”) Compared to The Year Ended March 31, ~~2024~~2025 (“fiscal ~~2024~~2025”)

Total Revenues. Revenues were $1,~~132~~141,~~533~~607 in fiscal ~~2025~~2026 compared to $~~968~~1,~~706~~132,533 for fiscal ~~2024~~2025. Revenues in fiscal ~~2025~~2026 consisted of sales of our Spryng® ~~product~~and PrecisePRP products to our Distributors of $~~956~~886,~~159~~219 and to veterinary clinics in the amount of $~~176~~255,~~374~~388. Revenues Inin fiscal ~~2024~~ 2025 consisted of sales of our Spryng® product to our Distributors of $~~731~~956,~~813~~159 and to veterinary clinics in the amount of $~~236~~176,~~893~~374. The increase in our revenues in the twelve months ended March 31, ~~2025~~2026, is due to sales to our Distributors pursuant to our distribution partnerships with Vedco and Clipper Distributing and sales of PrecisePRP product pursuant to our Exclusive License Agreement with VetStem.

Total Cost of Sales. Cost of sales was $~~137~~386,~~677~~856 in fiscal ~~2025~~2026 compared to $~~101~~137,~~823~~677 for fiscal ~~2024~~2025. Cost of sales includes product costs related to the sale of our Spryng® products, labor and certain overhead costs and direct costs of ~~Precise~~PrecisePRP ~~PRP~~ product pursuant to our Exclusive License Agreement with VetStem. The Company has historically prepared a manufacturing allocation on a quarterly basis based on certain manufacturing expenses as part of cost of sales.

Operating Expenses. Operating expenses ~~decreased~~increased to $9,~~050~~832,~~575~~643 in fiscal ~~2025~~2026 compared to $119,~~488~~050,~~223~~575 in fiscal ~~2024~~2025. Operating expenses consisted of general and administrative, sales and marketing, and research and development expenses. The ~~decrease~~increase is primarily due to ~~decreased~~increased ~~G&A expenses and~~ sales and marketing expenses related to the ~~sale~~commercialization of ~~our~~PrecisePRP ~~Spryng®~~ product.

General and administrative (“G&A”) expenses were $4,~~823~~333,~~230~~577 and $64,~~693~~823,~~186~~230 in fiscal ~~2025~~2026 and ~~2024~~2025, respectively. General and administrative expenses include compensation and benefits, contracted services, consulting fees, stock compensation, and incremental public company costs. The decrease is primarily due to decreased legal expenses as our corporate/secretary duties have been absorbed by our internal general counsel. The decrease is also attributed to reduced investor relations consulting fees.

Sales and marketing expenses were $24,~~644~~069,~~095~~104 and $32,~~399~~644,~~666~~095 in fiscal ~~2025~~2026 and ~~2024~~2025, respectively. Sales and marketing expenses includes compensation, consulting, tradeshows, and advertising and promotion costs to support the launch of our Spryng® product. The ~~decrease~~increase is primarily due to the ~~termination~~commercialization expenses of anPrecisePRP ~~expensive marketing agency relationship and reduced trade show participation~~product.

Research and development (“R&D”) expenses were $1,~~583~~415,~~250~~032 and $1,~~395~~583,~~371~~250 in fiscal ~~2025~~2026 and ~~2024~~2025, respectively. The ~~increase~~decrease was related to reduced clinical studies ~~and efforts to support the launch of Spryng®~~.

Operating Loss. As a result of the foregoing, our operating loss was $89,~~055~~062,~~720~~962 and $108,~~621~~055,~~340~~720 in fiscal ~~2025~~2026 and ~~2024~~2025, respectively. The increased ~~decreased~~ loss was related to ~~decreased~~increased ~~general and administrative expenses and~~ sales and marketing expenses.

Other Income (Expense). Other expense was ($~~343~~1,~~446~~410,710) in fiscal ~~2025~~2026 compared to other expense of ($~~333~~343,~~955~~446) in fiscal ~~2024~~2025. Other expense in fiscal ~~2025~~2026 consisted of ~~extinguishment~~interest ofexpense ~~payables~~ of ($661,~~076~~065,797), ~~sublease~~loss ~~rental~~on ~~income~~asset disposal of ($42149,~~000~~125), anunrealized ~~IRS~~loss ~~payroll~~on ~~tax~~change ~~refund~~in ~~from~~derivative aliability ~~prior year~~ of ($16320,~~800~~404), interest ~~expense~~income of ($~~362~~13,~~4139)~~099, ~~and~~IRS ~~unrealized~~payroll ~~loss~~tax onrefunds ~~change~~from inprior ~~derivative~~years ~~liability~~of $82,237 and sublease rental income of ($~~106~~29,~~513),~~280. Other ~~income~~expense in fiscal ~~2024~~2025 consisted of ~~loss on~~ extinguishment of ~~debt~~payables of ($~~534~~66,~~366)~~076, ~~settlement~~sublease ~~payment~~rental income of ($~~180~~42,000), an toIRS ~~David~~payroll ~~Masters~~tax ~~offset~~refund byfrom ~~the~~a ~~extinguishment~~prior year of ~~payables~~$16,800, interest expense of ($~~386~~362,~~874,~~413) and ~~interest~~unrealized ~~expense~~loss on change in derivative liability of ($6106,~~463~~513).,

Net Loss. Our net loss in fiscal ~~2025~~2026 was $810,~~399~~473,~~166~~672 or ($0.4137) per share compared to a net loss $108,~~955~~399,~~295~~166 or ($0.7841) per share in fiscal ~~2024~~2025. The weighted average number of shares outstanding was 2030,~~491~~154,~~422~~631 compared to 1320,~~969~~491,~~754~~422 for fiscal ~~2025~~2026 and ~~2024~~2025, respectively.

LIQUIDITY AND CAPITAL RESOURCES

On March 26, 2025, the Company entered into a Subscription Agreement for $5,000,000 in a Series B Preferred Offering, whereby $600,000 was received, with the remaining $4,400,000 proceeds received in May and June 2025. As of March 31, ~~2025~~2026, our current assets were $1,~~041~~859,~~660~~921 including $87200,~~403~~782 in cash and cash equivalents. In comparison, our current liabilities as of that date were $1,~~362~~377,~~369~~292 including $1,~~014~~001,~~259~~134 of accounts payable and accrued expenses. Our working capital ~~deficit~~ as of March 31, ~~2024 was~~2026 was $~~320~~482,~~709~~629.

The Company has continued to realize losses from operations. However, as a result of our recent offerings, we believe we will have sufficient cash to meet our anticipated operating costs and capital expenditure requirements for at least the next three months. We will need to raise additional capital in the future to support our efforts to commercialize Spryng® and our ongoing operations. We expect to continue to raise additional capital through the sale of our securities from time to time for the foreseeable future to fund our business expansion. Our ability to obtain such additional capital will likely be subject to various factors, including our overall business performance and market ~~conditions. There can be no guarantee that the Company will be successful in its ability to raise additional capital to fund its business plan.~~

conditions. There can be no guarantee that the Company will be successful in its ability to raise additional capital to fund its business plan.

Net Cash Used in Operating Activities – We used $6,107,286 of net cash in operating activities in fiscal 2026. This cash used in operating activities was primarily attributable to our net loss of $10,349,084, offset by stock based compensation of $1,879,890, loss on impairment of licensing agreement of $1,000,000 and amortization of debt discount of $977,596.

Net Cash Provided in Investing Activities – During fiscal 2026, we were provided $11,800 of net cash in due to the return of a security deposit received from a lease termination offset by the purchase of property and equipment.

Net Cash Provided by Financing Activities – During fiscal 2026, we were provided with net cash of $6,068,579 from financing activities consisting primarily of $4,400,000 from the proceeds of the sale of preferred stock, $851,750 from the exercise of warrants, $675,000 from the proceeds of the sale of common stock and warrants, and $492,000 from the proceeds of the issuance of convertible debentures and notes payable.

Net Cash Used in Operating Activities – We used $4,521,930 of net cash in operating activities in fiscal 2025. This cash used in operating activities was primarily attributable to our net loss of $8,399,166, offset by stock based compensation of $1,107,520, and an increase in accounts payable and accrued expenses of $1,155,038.

Net Cash Used in Investing Activities – We used 1,063,436 of net cash in investing activities in fiscal 2025 due to the purchase of the VetStem Licensing Agreement and the purchase of equipment.

Net Cash Provided by Financing Activities – During fiscal 2025, we were provided with net cash of 5,725,652 from financing activities consisting primarily of $1,818,000 from the proceeds of the sale of preferred stock, $2,050,100 from the proceeds of the sale of common stock and warrants, and $1,565,000 from the proceeds of the issuance of convertible debentures.

Inventory

Inventories are stated at cost, subject to the lower of cost or net realizable value. Cost includes materials, labor, and manufacturing overhead related to the purchase and production of inventories. Net realizable value is the estimated selling price less estimated costs of completion, disposal, and transportation. We regularly review inventory quantities on hand through an inventory count.

At March 31, 2026, the Company’s inventory has a carrying value of $538,366 and consists of $291,218 of net finished goods, $21,850 of work in process and $225,298 in raw material.

At March 31, 2025, the Company’s inventory has a carrying value of $323,504 and consists of $21,782 of finished goods, $41,540 of work in process and $260,182 in raw material.

At March 31, 2024, the Company’s inventory has a carrying value of $390,076 and consists of $35,442 of finished goods, $20,289 of work in process and $334,345 in raw material.

MATERIAL COMMITMENTS

~~Convertible~~ Notes Payable and Accrued Interest

As of March 31, ~~2025~~2026, we ~~are~~were obligated toon two short-term promissory notes ~~and~~to ~~accrued~~one investor totaling $320,000 with an annual interest rate of six percent (6%). The first promissory note was initiated on February 26, 2026, in the amount of $2150,~~090~~000 with a maturity date of February 26,~~328~~ 2027. The second promissory note was initiated on March 11, 2026, in the amount of $170,000 with a maturity date of March 11, 2027. Accrued interest on both notes at March 31, 2026 was $1,447.

OFF-BALANCE SHEET ARRANGEMENTS

As of March 31, ~~2025~~2026, and as of the date of this Annual Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

GOING CONCERN

The independent auditors’ report accompanying our March 31, ~~2025~~2026, Form 10-K and financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared assuming that we will continue as a going concern, which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business. On March 26, 2025, the Company entered into a Subscription Agreement for $5,000,000 in a Series B Preferred Offering, whereby $600,000 was received, with the remaining $4,400,000 proceeds received in May and June 2025. Our working capital atas of March 31, ~~2025~~2026 was $1482,~~591,212~~629.

CRITICAL ACCOUNTING POLICIES

We prepare our consolidated financial statements in accordance with generally accepted accounting standards in the United States of America. Our significant accounting policies are described in Note 1 to our consolidated financial statements attached hereto. We believe the following critical accounting policies involve the most significant judgments and estimates used in the preparation of the consolidated financial statements.

RECENTLY ISSUED ACCOUNTING STANDARDS

~~The Company~~In ~~has~~December ~~reviewed~~2023, the FASB issued ASU ~~accounting~~2023-09, ~~pronouncements~~Income Taxes ~~and~~(Topic ~~interpretations~~740): ~~thereof~~Improvements ~~that~~to ~~have~~Income ~~effective~~Tax ~~dates~~Disclosures. ~~during~~This ~~the~~ASU ~~periods~~requires disaggregated information about a reporting entity’s ~~reported~~effective ~~and~~tax inrate ~~future~~reconciliation ~~periods.~~as ~~The~~well ~~Company~~as ~~has~~information ~~carefully~~on ~~considered~~income ~~the~~taxes ~~new~~paid. ~~pronouncements~~The ~~that~~standard ~~alter~~is ~~previous~~intended ~~generally~~to ~~accepted~~benefit ~~accounting~~investors by providing ~~principles~~more ~~and~~detailed doincome ~~not~~tax ~~believe~~disclosures that ~~any~~would ~~new~~be oruseful ~~modified~~in ~~principles~~making ~~will~~capital ~~have~~allocation adecisions. ~~material~~This ~~impact~~ASU onis ~~the~~effective ~~Company’s~~for ~~reported~~public ~~financial~~entities ~~position~~with orfiscal ~~operations~~years inbeginning ~~the~~after ~~near~~December ~~term~~15, 2024. The ~~applicability~~Company ofadopted ~~any~~this ~~standard~~guidance isfor ~~subject~~the toyear ~~formal~~ended ~~review~~March of31, 2026 and applied the guidance ~~Company’s~~on a retrospective basis. The adoption did not have a material impact on the consolidated financial statements. Refer to Note 14 ~~management~~for further details.

InThe ~~August~~Company ~~2020,~~has reviewed the FASB issued ASU ~~2020-06,~~accounting ~~Debt~~pronouncements -and ~~Debt~~interpretations ~~with~~thereof ~~Conversion~~that ~~and~~have ~~Other~~effective ~~Options~~dates ~~(Subtopic~~during ~~470-20)~~the ~~and~~periods reported ~~Derivatives~~ and ~~Hedging - Contracts~~ in ~~Entity’s~~future ~~Own Equity (Subtopic 815-40) - Accounting for Convertible Instruments and Contracts on an Entity’s Own Equity~~periods. The ~~ASU~~Company ~~simplifies~~has ~~accounting~~carefully ~~for~~considered ~~convertible~~the ~~instruments~~new bypronouncements ~~removing~~that ~~major~~alter ~~separation~~previous ~~models~~generally ~~required~~accepted ~~under current GAAP.~~accounting ~~Consequently~~principles, ~~more~~other ~~convertible~~than ~~debt~~ASU ~~instruments~~2023-09, ~~will~~Income beTaxes ~~reported~~(Topic as740) adiscussed ~~single~~above, ~~liability~~and ~~instrument~~do ~~with~~not nobelieve ~~separate accounting for embedded conversion features. The ASU removes certain settlement conditions~~ that ~~are~~any ~~required~~new ~~for~~or ~~equity~~modified ~~contracts~~principles ~~to qualify for the derivative scope exception, which~~ will ~~permit~~have ~~more~~a ~~equity~~material ~~contracts~~impact toon ~~qualify for~~ the ~~exceptions.~~Company’s ~~The~~reported ~~ASU also simplifies the diluted net income~~financial ~~per~~position ~~share~~or ~~calculation~~operations in ~~certain~~the ~~areas~~near term. The ~~new~~applicability ~~guidance~~of isany ~~effective~~standard ~~for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption~~ is ~~permitted.~~subject ~~The~~to ~~Company~~formal isreview ~~currently evaluating the impact~~ of the ~~adoption~~Company’s ~~of the standard on the consolidated~~ financial ~~statements~~ management.

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments,” which replaces the existing “incurred loss” model for recognizing credit losses with an “expected loss” model referred to as the CECL model. Under the CECL model, the Company is required to present certain financial assets carried at amortized cost, such as accounts receivable, at the net amount expected to be collected. The measurement of expected credit losses is based on information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. The Company adopted this standard in the consolidated financial statements for the year ended March 31, 2025. The change had no impact on the Company’s financial statements.30

All other newly issued but not yet effective accounting pronouncements have been deemed either immaterial or not applicable.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements for the years ended March 31, ~~2025~~2026, and ~~2024~~2025 are being filed with this report and commence on page F-1, immediately following the signature page.

ITEM 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

We maintain controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosures. Based upon their evaluation of those controls and procedures performed as of the end of the period covered by this report, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were not effective.

31performed as of the end of the period covered by this report, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were not effective.

Management’s annual report on internal control over financial reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting as defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles (GAAP) and includes those policies and procedures that:

● Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; ● Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and our directors; and ● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, our internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.31

~~Our~~Because ~~management~~of ~~assessed~~its ~~the~~inherent ~~effectiveness~~limitations, of our internal control over financial reporting asmay ofnot ~~March~~prevent ~~31,~~or ~~2025~~detect misstatements. InTherefore, ~~making~~even those ~~this~~systems ~~assessment, management~~if ~~used~~determined ~~the~~to ~~criteria~~be ~~set~~effective ~~forth~~can byprovide ~~the~~only ~~Committee~~reasonable ofassurance ~~Sponsoring~~with ~~Organizations~~respect to financial statement preparation and presentation. Projections of ~~the~~any ~~Treadway~~evaluation ~~Commission~~of ~~(“COSO”)~~effectiveness ~~in Internal~~to ~~Control~~future —periods ~~Integrated~~are ~~Framework~~subject ~~(revised~~to ~~2013).~~the ~~This~~risk ~~assessment~~that ~~included~~controls anmay ~~evaluation~~become inadequate because of ~~the~~changes ~~design~~in ~~and~~conditions, ~~procedures~~or that the degree of ~~our~~ ~~control~~compliance ~~over~~with ~~financial~~the ~~reporting~~policies or procedures may deteriorate.

~~During~~Our ~~the~~management ~~audit,~~assessed wethe ~~had~~effectiveness aof ~~material audit adjustment for derivative liabilities and warrant discount with~~ our ~~convertible~~internal ~~notes.~~control ~~Management has~~over ~~evaluated~~financial ~~the~~reporting ~~effectiveness~~as of ~~the~~March ~~company’s~~31, ~~Internal~~2026. ~~Control~~In ~~Over~~making ~~Financial~~this ~~Reporting (“ICFR”) and~~assessment, ~~due to the~~ ~~material weakness,~~ management ~~has~~used ~~concluded~~the ~~that~~criteria ~~ICFR~~set ~~was~~forth ~~not~~by ~~effective~~the asCommittee of ~~the~~Sponsoring ~~end~~Organizations of the ~~fiscal~~Treadway ~~year~~Commission ~~ending~~(“COSO”) ~~March~~in Internal ~~31,~~Control ~~2025.~~— ~~The~~Integrated ~~company plans~~Framework on(revised ~~tightening~~2013). ~~the~~This ~~ICFR~~assessment ~~controls~~included ~~moving~~an ~~forward~~evaluation ~~and~~of ~~will~~the bedesign ~~accounting~~and ~~for~~procedures ~~derivative~~of our ~~liabilities~~control ~~and~~over ~~warrant~~financial ~~discount~~reporting.

Based on our assessment, our management concluded that as of March 31, ~~2025~~2026, our internal control over financial reporting was not effective.

ITEM 9B. OTHER INFORMATION

During the fiscal quarter ended March 31, ~~2025~~2026, none of our directors or officers (as defined in Section 16 of the Securities Exchange Act of 1934, as amended) adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENTS INSPECTIONS

Not Applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth the name, age, and position held with respect to our executive officers and directors as of ~~July~~March 1031, ~~2025~~2026:

Name	Age		Positions and Offices With Registrant	~~Positions and Offices With Registrant~~
John Lai	63	62	Chief Executive Officer, President, and Director	~~Chief Executive Officer, President, and Director~~
Garry Lowenthal	66	65	Chief Financial Officer	~~Chief Financial Officer~~
Spencer Breithaupt (2)		64		Director and Chair of our Nominating and Governance Committee
Joseph Jasper (1)(3)	61		Director and Chair of our Compensation Committee
Joseph Jasper (1)(3)		60		Director and Chair of our Compensation Committee
Robert Costantino (1)(3)	67		Director and Chair of our Audit Committee
Robert Costantino (1)(3)		66		Director and Chair of our Audit Committee
Diane Levitan (2)	61		Director
Diane Levitan (2)		60		Director
Robert Rudelius (1)(3)	70		Director and Chairman of the Board of Directors
Robert Rudelius (1)(3)		69		Director and Chairman of the Board of Directors
Joshua Ruben (2)	39		Director and Chairman of our Nominations/Governance Committee
Michael Eldred (2)		56		Director

(1)	Member of the Audit Committee.
(2)	Member of the Nominating and Governance Committee.
(3)	Member of the Compensation Committee.

Biographies of Directors and Officers

John Lai. Mr. Lai has served as a director and senior executive officer since March 2014, serving in various capacities that include serving as our Chief Financial Officer from May 2018 through December 2018 and serving as our Chief Executive Officer from March 2014 to May 2017 and June 2019 to present. From March 2012 to April 2016, Mr. Lai also was Chief Executive Officer and a director of Blue Earth Resources, Inc., a small public company that acquired and managed working interests in producing oil and gas leases in Louisiana. Mr. Lai has over thirty years of senior executive and operational management and financial experience while holding key executive positions with several public companies in various industries. In 1992, Mr. Lai founded, and until December 2012 was the principal owner and President of Genesis Capital Group, Inc., which provided significant consulting services to many public and private companies in powersports, technology, and other industries, while advising its clients in corporate development, mergers and acquisitions, and private and public capital-raising through equity offerings. Mr. Lai’s role as a co-founder of our Company and his many years of experience as a chief executive officer of many public or private companies are material factors regarding his qualifications to serve on our Board of Directors.

Garry Lowenthal. Mr. Lowenthal has over 25 years of extensive experience in senior operations and key finance management positions, both with private and public companies. He has developed a substantial background with equity capital raising transactions while managing both private placements and public offerings for various corporations. Mr. Lowenthal has vast financial and corporate management experience, including performing the functions as the Managing Partner of Security First International, Inc., a CFO advisory and management consulting firm, assuming the role of an advisor, acting chief financial officer and director of Elate Group, Inc. (Elate Moving LLC), a global moving and storage company based in New York City, through his CFO consulting company Security First International, Inc., and taking on the responsibilities of a director, Executive Vice President and Chief Financial Officer of Fision Corporation (OTCQB: FSSN). Furthermore, Mr. Lowenthal has served on the national board of Financial Executives International (FEI), a premier professional association for CFOs and other senior financial executives. He has also served as President of the Twin Cities Chapter of FEI and, in the past, as chairman of FEI’s national technology committee. Mr. Lowenthal has been on the Alumni Advisory Board of the Carlson School of Management at the University of Minnesota where he graduated with a master’s degree in taxation and finance and a Bachelor’s of Science in Business degree in Accounting and an Associates in Liberal Arts degree from the University of Minnesota. He has also served as a District Chairman for the Boy Scouts of America and serves on the President’s Cabinet for the local Council. Mr. Lowenthal is also a past President and Director for Kiwanis International in his local community club. As an operational CFO, along with his financial reporting and regulatory expertise, Mr. Lowenthal further understands the world of corporate governance, through his experiences serving as a fiduciary director. Finally, Mr. Lowenthal’s experiences working for two of the largest CPA/Consulting firms, PricewaterhouseCoopers (PwC) and Deloitte, with various client engagements in diverse industries, allows him to bring a unique perspective as an advisor to Boards of Directors of public companies.

Joseph Jasper. Mr. Jasper has served as a director of the Company since August 20, 2018. He is a Chartered Financial Analyst who since 2018 has served as Chief Financial Officer and Chief Operating Officer for Windigo Logistics, Inc., a software-as-a-service company serving contractors within the logistics industry. From 2005 to 2018, Mr. Jasper served as Chief Executive Officer of Vermillion Capital Management, an institutional investment firm. From 2002 to 2005, Mr. Jasper was Managing Director and Director of Fixed Income Strategy and Marketing for Piper Jaffray Company. Prior to 2002, he spent 20 years managing, structuring and selling fixed income and equity securities at several leading investment banking firms, including U.S. Bancorp Libra and UBS PaineWebber. Mr. Jasper also serves as a director of Windigo Logistics, GroundCloud Safety, LLC, and Vermilion Capital Management, all privately-held companies. He has previously served as a director or principal advisor to many operating and venture-stage companies across a broad range of industries. Mr. Jasper received an MBA degree from the University of St. Thomas, where he also served as an Adjunct Professor of Finance. Mr. Jasper’s extensive financing and accounting expertise are material factors which demonstrate his qualifications to serve on our Board of Directors.

Spencer Breithaupt. Mr. Breithaupt has over 30 years of management and leadership experience in the veterinary space, most recently with MWI Animal Health, a subsidiary of Amerisource Bergen (“MWI”), from December 2009 through December 2022. He served in several positions at MWI, including as the Vice President of Sales from December 2015 through May 2020 and the Vice President of Sales and Supply Chain Solutions from May 2020 through December 2022. He oversaw account segmentation which allowed MWI to expand from being a regional player to the largest US nationwide animal health distributor. Prior to joining MWI, he served as the Director of National Accounts at Wyeth/Fort Dodge Animal Health from 2007–2009, where he developed a distributor strategy and implemented the first minimum advertised pricing (“MAP”) model into the animal health industry. Mr. Breithaupt has also worked for Fortune 500 animal health companies, including Bristol Myer, Johnson & Johnson and Wyeth, where he held various sales and marketing roles. Growing up in the veterinarian industry as the son of a prominent veterinarian gave him great insight when launching his career into animal health. Mr. Breithaupt has seen the transformation of the animal-human bond, and it continues to make him passionate about improving our pet’s lives. Mr. Breithaupt extensive experience in the animal health distributor business is a material factor which demonstrates his qualifications to serve on our Board of Directors.

Robert Costantino. Mr. Costantino has served as director of the Company since July 27, 2022. Mr. Costantino is a retired senior executive with several decades of experience serving as Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and in various other senior executive leadership positions at multiple large companies. Mr. Costantino is currently serving as a director of CURE Pharmaceutical Holdings Corp. (OTC: CURR), and several Yamaha Motor Finance companies. He served as Senior Executive Vice President, Chief Financial Officer, and Chief Operating Officer of WFS Financial (Nasdaq: WFSI), an automotive/commercial finance company from, while concurrently serving as Executive Vice President, Chief Financial Officer, and Chief Operating Officer of Westcorp (NYSE: WES), a regulated bank from 2005-2007. In each of these roles, Mr. Costantino was responsible for operational and financial oversight, including SEC filings, investor relations, and treasury. Mr. Costantino played a key role in negotiating the sale of both companies to Wachovia (Wells Fargo) for $3.9 billion. Prior to that, he was President, Chief Executive Officer and a director of Mitsubishi Motors Credit of America, an automotive finance company with over $10 billion in assets from 2002-2005, where he played a key role in improving profitability and negotiating the sale of the company’s assets to Merrill Lynch. Prior to that, he served for 17 years in various management positions of increasing responsibility at Volvo Cars of North America, including serving as Senior Vice President and Chief Financial Officer of both the automotive parent company and the captive finance company. Mr. Costantino is also a retired Certified Public Accountant. Mr. Costantino’s extensive executive leadership and financial experience, particularly in connection with publicly traded companies, demonstrates his qualifications to serve on our Board of Directors.

Joseph Jasper. Mr. Jasper has served as a director of the Company since August 20, 2018. He is a Chartered Financial Analyst who since 2018 has served as Chief Financial Officer and Chief Operating Officer for Windigo Logistics, Inc., a software-as-a-service company serving contractors within the logistics industry. From 2005 to 2018, Mr. Jasper served as Chief Executive Officer of Vermillion Capital Management, an institutional investment firm. From 2002 to 2005, Mr. Jasper was Managing Director and Director of Fixed Income Strategy and Marketing for Piper Jaffray Company. Prior to 2002, he spent 20 years managing, structuring and selling fixed income and equity securities at several leading investment banking firms, including U.S. Bancorp Libra and UBS PaineWebber. Mr. Jasper also serves as a director of Windigo Logistics, GroundCloud Safety, LLC, and Vermilion Capital Management, all privately-held companies. He has previously served as a director or principal advisor to many operating and venture-stage companies across a broad range of industries. Mr. Jasper received an MBA degree from the University of St. Thomas, where he also served as an Adjunct Professor of Finance. Mr. Jasper’s extensive financing and accounting expertise are material factors which demonstrate his qualifications to serve on our Board of Directors.

Diane Levitan. Dr. Levitan’s wide-ranging career in veterinary medicine has spanned over three decades since receiving her Veterinariae Medicinae Doctoris from the University of Pennsylvania School of Veterinary Medicine. She practiced internal medicine, emergency medicine, and critical care at Tufts University School of Veterinary Medicine and later founded Peace Love Pets Veterinary Care, PLLC in Commack, New York, a small animal veterinary care general practice that also specializes in internal medicine, diagnostic ultrasound endoscopy, and minimally invasive surgery. Dr. Levitan has served on the board of many veterinary medicine organizations, such as the New York Board of Regent’s Board for Veterinary Medicine, the American College of Hyperbaric Medicine, the American College of Veterinary Internal Medicine Foundation, and the International Veterinary Academy of Pain Management. Dr. Levitan has also served as a subject matter expert, consultant, and advisor to multiple businesses in the veterinary medicine industry. Dr. Levitan’s career has also extended into education, including her current position as Associate Professor of Veterinary Skills at Long Island University College of Veterinary Medicine and serving as a lecturer for Merial and Pfizer Animal Pharmaceutical companies on leptospirosis, other diseases, and vaccinations. Dr. Levitan has also been a prolific author and media contributor in the world of veterinary medicine. She has published many articles in professional journals and texts on subjects such as hyperbaric oxygen therapy and endoscopy, as well as in consumer publications such as the New York Times. She has also made many radio and television appearances, including being a Merck Animal Health Media Spokesperson and appearing on CNN as a veterinary expert. Additionally, Dr. Levitan is the founder and president of Helping Promote Animal Welfare, Inc. (Helping PAW), a 501(c)(3) tax-exempt public charity focused on ending pet overpopulation through education to the public and offering general veterinary health care services. Dr. Levitan’s extensive experience as a veterinarian is a material factor that demonstrates her qualifications to serve on our Board of Directors.

Robert Rudelius. Mr. Rudelius has served as a director of the Company since August 2018. Currently, he is the Chief Executive Officer and Managing Director of Noble Ventures, LLC, a company he founded in 2001 that provides advisory and consulting services to early and mid-stage companies in the information technology, communications, medical technology, and social e-commerce industries. He is also the CEO of Alera Medtech LLC, a medical devices company, and the co-founder, President & CEO of MedicaMetrix, Inc., a company that is developing transformative healthcare solutions for unmet medical needs. From April 1999 through May 2001, when it was acquired by StarNet L.P., Mr. Rudelius was the founder and CEO of Media DVX, Inc., a start-up business that provided a satellite-based, IP-multicasting alternative to transmitting television commercials via analog videotapes to television stations, networks, and cable television operators throughout North America. From April 1998 to April 1999, Mr. Rudelius was the President and Chief Operating Officer of Control Data Systems, Inc., during which time Mr. Rudelius reorganized and re-positioned the software company as a professional technology services company, resulting in the successful sale of the company to British Telecom. From October 1995 through April 1998, Mr. Rudelius was a founding Managing Partner of AT&T Solutions, Inc., a subsidiary of AT&T Inc. (NYSE: T), and headed the Media, Entertainment & Communications industry practice. From January 1990 through September 1995, Mr. Rudelius was a partner in McKinsey & Company’s information, technology, and systems practice, during which time he headed the practice in Japan and the United Kingdom. Mr. Rudelius began his career at Arthur Andersen & Co. where he was a leader in the firm’s financial accounting systems consulting practice. Mr. Rudelius served as a member of the Axogen, Inc. (NASDAQ: AXGN) Board of Directors for ten years from September 2010 through September 30, 2020, where he served as chairman of the audit committee and as a member of the compensation committee. Mr. Rudelius has an M.B.A. from the Kellogg School of Management at Northwestern University and a B.S. in mathematics and economics from Gustavus Adolphus College in St. Peter, Minnesota. Mr. Rudelius’ qualifications to serve on our Board of Directors include his extensive executive leadership and financial experience, particularly in connection with rapid growth technology businesses, and his experience as a director of publicly traded companies.

Michael Eldred. Mr. Eldred previously served as president and CEO of North American Operations at Dechra Pharmaceutical. He joined Dechra in 2004 and was responsible for Dechra Veterinary Products’ North American business until departing in June 2024. He was Dechra’s first employee in the U.S., where he built the U.S., Mexican and Canadian teams to more than 250 people and helped grow sales to £191.6 million. He was also involved in more than 15 commercial agreements and acquisitions for Dechra, including Pharmaderm, DermaPet, Phycox Animal Health and Putney. Prior to Dechra, he served as director of Business Development and Corporate Business Unit at Virbac Corporation, an animal health pharmaceutical company. At Virbac, he directed and coordinated all acquisition, divestiture, licensing agreements, and business alliances strategic to the company. He was involved with such acquisitions as King Pharmaceutical’s animal health products and Delmarva Laboratories. He also spearheaded in-licenses with Genesis Topical Spray and CHX chews. Mr. Eldred previously served as Virbac’s director of Supply Chain and Customer Service, where he reduced order turnaround time from five days to one day as well as improved customer fill rate form 70% to 98%. Earlier in his career, Mr. Eldred served as director of Asia Pacific Poultry & North America Planning and Distribution at Fort Dodge Animal Health, a leading global manufacturer of animal health products for the livestock, companion animal, equine, swine, and poultry industries. He also previously held senior positions at Garmin International and Sanofi Animal Health. Since his departure from Dechra to present, Mr. Eldred has assisted companies as a strategic advisor and consultant. Mr. Eldred holds a BA in business from the University of Northern Iowa, and an MBA from University of Missouri-Kansas City. Mr. Eldred has seen the transformation of the animal-human bond, and it continues to make him passionate about improving our pet’s lives.34

35Joshua Ruben. Mr. Ruben is the Managing Director of Life Sciences at Trinity Capital where he focuses on venture lending to healthcare companies. Mr. Ruben joined Trinity after 12 years of investment banking, most recently at RBC Capital Markets where he was Head of Life Science Tools and Diagnostics coverage. He is a published expert in corporate finance with a background in economics. He holds degrees from Pomona College and Harvard Business School. Mr. Ruben’s long track record of successful experiences in analyzing life sciences companies, capital investments and his overall finance background including executing billions of dollars of M&A and securities transactions are material factors regarding his qualifications to serve on our Board of Directors.

Family Relationships

There are no family relationships between executive officers or directors of the Company.

Skills and Qualifications of the Directors

The Board believes that the qualifications of the directors, as set forth in their biographies, which are listed above, give them the qualifications and skills to serve as directors of the Company.

CORPORATE GOVERNANCE

Director Independence

Since August 13, 2021, our common stock and warrants have been listed on the Nasdaq National Market, or Nasdaq, under the symbols “PETV” and “PETVW,” respectively. Under Nasdaq Rule 5605 (“Nasdaq Rules”), independent directors must comprise a majority of a listed company’s board of directors.

Our Board of Directors has ~~six~~five independent members, consisting of ~~Spencer Breithaupt,~~ Robert Costantino, Joseph Jasper, Diane Levitan, Robert Rudelius, and Joshua ~~Michael Eldred~~Ruben, as “independence” is defined under the applicable rules and regulations of the SEC and the listing standards of Nasdaq, and does not have a relationship with us (either directly or as a partner, stockholder, or officer of an organization that has a relationship with us) that would interfere with their exercise of independent judgment in carrying out their responsibilities as directors. Accordingly, a majority of our directors are independent, as required under the applicable Nasdaq rules.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings. To the Company’s knowledge, based solely on a review of the Form 3’s, 4’s and 5’s electronically filed with the SEC during fiscal ~~2025~~2026, all such filing requirements applicable to the Company’s directors, executive officers, and greater than 10% beneficial owners were complied with.

Committees of the Board of Directors

We have an Audit Committee, Compensation Committee, and Nominating Committee. Our Audit Committee consists of three independent directors who are Robert Costantino (Chair), Joseph Jasper, and Robert Rudelius. Our Compensation Committee consists of three independent directors who are Joseph Jasper (Chair), Robert Rudelius, and Robert Costantino. Our Nominating and Governance Committee consists of ~~three~~two independent ~~directors~~ directors who are ~~Spencer~~Joshua ~~Breithaupt~~Ruben (Chair), ~~Michael Eldred,~~ and Diane Levitan.

Code of Ethics

We have adopted a Code of Ethics which applies to our board of directors, executive officers, and other employees. Our Code of Ethics outlines the broad principles of ethical business conduct we have adopted, including subject areas such as confidentiality, conflicts of interest, corporate opportunities, public disclosure reporting, protection of company assets, and compliance with applicable laws. A copy of our Code of Ethics is available without charge to any person by written request to us at our principal offices at 5151 Edina Industrial Blvd. Suite 575, Edina, MN 55439.

Director Compensation

The following table provides information on compensation paid to our non-employee directors for their services as members of our board of directors during our fiscal year ended March 31, ~~2025~~2026:

Name of Director	Fees paid in cash ($)		Stock awards ($)(1)		Option awards ($)(2)		All other compensation ($)(3)		Total ($)
Robert Costantino	$	1123,500	$	951,~~450~~153	$	-	$	~~8,229~~-	$	2974,~~179~~653
Joseph Jasper	$	919,500	$	951,~~450~~153	$	-	$	~~7,795~~-	$	2670,~~745~~653
Robert Rudelius	$	1123,500	$	951,~~450~~153	$	-	$	~~7,795~~-	$	2874,~~745~~653
Spencer Breithaupt	$	7,500	$	9,450	$	-	$	6,344	$	23,294
Spencer Breithaupt(4)	$	15,000	$	26,863	$	-	$	-	$	41,863
Diane Levitan	$	510,000	$	951,~~450~~153	$	-	$	-	$	1461,~~450~~153
Michael Eldred	$	5,000	$	9,450	$	-	$	37,080	$	51,530
Michael Eldred(4)	$	10,000	$	26,863	$	-	$	166,032	$	202,895
Joshua Ruben	$	-	$	34,447	$	-	$	-	$	34,447

(1)	The value in this column reflects the aggregate grant date fair value of the stock award as computed in accordance with ASC Topic 718. Information regarding the valuation assumptions used in the calculations are included in “Note 11 – Stockholder’s Equity” to our audited consolidated financial statements included in our ~~2025~~2026 Form 10-K. Share grants are issued at the beginning of each quarters’ board service period.
(2)	The value in this column reflects the aggregate grant date fair value of the stock options as computed in accordance with ASC Topic 718. Information regarding the valuation assumptions used in the calculations is included in “Note 11 – Stockholder’s Equity” to our audited consolidated financial statements included in our ~~2025~~2026 Form 10-K. As of March 31, ~~2025~~2026, the aggregate number of options outstanding (vested and unvested) for Ms. Levitan was 35,954 and has been fully expensed in the past. Stock options for all other Board Directors were canceled in connection with the stock option buyout program.
(3)	The value in this column reflects fees paid in cash for advisory services of $119,250 and the market value of restricted shares issued on the date of issuance of $46,782 for advisory services.

(4)

Spencer Breithaupt and Michael Eldred resigned from the Board of Directors in January 2026 and no longer serve on the Board of Directors, as of March 31, 2026.

General Policy Regarding Compensation of Non-Employee Directors

Directors who are not employees of the Company are paid director’s fees, in cash, stock awards, stock options, or a combination thereof. In fiscal ~~2025~~2026, compensation was paid in cash and stock awards.

ITEM 11. EXECUTIVE COMPENSATION

The Company qualifies as a “smaller reporting company” under rules adopted by the SEC. Accordingly, the Company has provided scaled executive compensation disclosure that satisfies the requirements applicable to the Company in its status as a smaller reporting company. Under the scaled disclosure obligations, the Company is not required to provide, among other things, a compensation discussion and analysis or a compensation committee report, and certain other tabular and narrative disclosures relating to executive compensation.

~~Our named executive officers (“Named Executive Officers” or “NEO’s”) for fiscal year ended March 31, 2025 (“fiscal 2025”) were as follows:~~36

Our named executive officers (“Named Executive Officers” or “NEO’s”) for fiscal year ended March 31, 2026 (“fiscal 2026”) were as follows:

	●	John Lai, our Chief Executive Officer and President;
	●	Garry Lowenthal, our Chief Financial Officer; and

Certain information regarding the compensation of our Named Executive Officer for our fiscal years ended March 31, ~~2025~~2026 (“fiscal ~~2025~~2026”) and March 31, ~~2024~~2025 (“fiscal ~~2024~~2025”) is provided on the following pages.

SUMMARY COMPENSATION TABLE

The following table sets forth information regarding the compensation ~~paid to or~~ earned by our Named Executive Officers for fiscal ~~2025~~ 2026 and ~~2024~~2025.

Name and Principal Position	Year	Salary ($)	~~Salary ($)(1)~~		Bonus ($)	~~Bonus ($)~~			Stock Awards ($)(1)	~~Stock Awards ($)(2)~~		Non-Equity Incentive Plan Compensation ($)	~~Non-Equity Incentive Plan Compensation ($)~~		All Other Compensation ($)(3)	~~All Other Compensation ($)(3)~~		Total ($)	~~Total ($)~~
John Lai	~~2025~~2026		183,333	~~166,667~~		20,000	~~25,000~~			225,943	~~297,700~~		—	—		$4,235	~~3,912~~		$433,512	~~493,279~~
CEO and President	~~2024~~2025		166,667	~~350,000~~		25,000	—			297,700	~~143,500~~		—	—		$3,912	~~3,912~~		$493,279	~~497,412~~
Garry Lowenthal	2025			200,000			25,000				257,950			—			8,220		$	491,170
Garry Lowenthal Chief Financial	2026		218,750			47,500				169,395			—			10,217			445,861
Chief Financial Officer(6)	2024			22,778			10,000	(7)			—			—			—		$	32,778
Officer(4)	2025		200,000			25,000				257,950			—			8,220			491,170
Robert J Folkes	2025			—			—				—			—		$	—		$	—
Randall Meyer Chief Operating	2026		—			—				—-			—			—			—
Chief Financial Officer(4)	2024			58,923			—				14,980			—		$	13,657		$	87,560
Officer (3)	2025		153,750			—				—			—			13,008			166,758
Randall Meyer	2025			153,750			—				—			—		$	13,008		$	166,758
Chief Operating Officer(5)	2024			270,000			—				23,184			—		$	12,912		$	306,096

(1) In lieu of receiving cash in the amount of $29,167 for one month’s salary payment, Mr. Lai received an aggregate of 10,100 shares of the Company’s common stock. The stock was valued at a price of $2.8878 per share in fiscal year 2023.

(1)	Amounts shown represent grant date fair value computed in accordance with ASC Topic 718, with respect to restricted stock awards (based on the closing price of our common stock on the grant date) and stock option awards. Information regarding the valuation assumptions used in the calculations is included in “Note 11 – Stockholder’s Equity” of our audited consolidated financial statements included in our 2023 Form 10-K.

(2)	Represents the payment of health insurance premiums by the Company.

(3)	Mr. Meyer was appointed to serve as the Company’s Chief Operating Officer on September 10, 2021 and his position was terminated on January 31, 2025.
(4)	Mr. Lowenthal was appointed to serve as the Company’s Chief Financial Officer on March 8, 2024.

(2)	Amounts shown represent grant date fair value computed in accordance with ASC Topic 718, with respect to restricted stock awards (based on the closing price of our common stock on the grant date) and stock option awards. Information regarding the valuation assumptions used in the calculations is included in “Note 11 – Stockholder’s Equity” of our audited consolidated financial statements included in our 2023 Form 10-K.
(3)	Represents the payment of health insurance premiums by the Company for Mr. Lai and Mr. Folkes.
(4)	Mr. Folkes was appointed to serve as the Company’s Chief Financial Officer on April 14, 2021 and resigned as of February 29, 2024.
(5)	Mr. Meyer was appointed to serve as the Company’s Chief Operating Officer on September 10, 2021 and his poition was terminated on January 31, 2025.
(6)	Mr. Lowenthal was appointed to serve as the Company’s Chief Financial Officer on March 8, 2024.
(7)	Mr. Lowenthal received a $10,000 signing bonus with his employment contract.

Narrative Disclosure to the Summary Compensation Table

The following is a discussion of certain terms that we believe are necessary to understand the information disclosed in the Summary Compensation Table.

Base Salaries

The Company’s Named Executive Officers receive a base salary for services rendered to the Company, which is set forth in their respective employment agreements. The base salary payable to each Named Executive Officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role, and responsibilities. From April 1, 2020, through September 8, 2021, Mr. Lai received a base salary of $100,000 which was increased to $275,000, effective as of September 1, 2022 and increased to $350,000 as of November 1, 2022. On May 1, 2025, Mr. Lai agreed to lower his annual base salary to $150,000 per year which was increased to $200,000 on July 1, 2025, and remains at this level as of March 31, 2026.

Mr. Lowenthal joined the Company on March 8, 2024, and his base salary was $200,000 per year which was increased to $225,000 effective as of July 1, 2025, and remains at this level as of March 31, ~~2025~~2026.

Mr. Folkes joined the Company on April 14, 2021, and his initial salary was $190,000 per year, which was increased to $240,000 per year effective as of September 1, 2022 and increased to $300,000 as of November 1, 2022. Mr. Folkes resigned on February 29, 2024.

Mr. Meyer joined the Company, as its Chief Operating Officer, on September 1, 2021 and his base salary is $220,000 per year which was increased to $270,000 as of November 1, 2022. Mr. Meyer’s position was terminated on January 31, 2025.

In February 2023, Mr. Lai agreed that he would receive his salary payments in shares of the Company’s common stock in lieu of cash from March 1, 2023 through August 31, 2023 (the “Interim Period”) The Compensation Committee approved issuing 60,600 Shares (the “Total Interim Shares”) to Mr. Lai for his service during the Interim Period as a restricted stock award unit agreement (“RSU Award Agreement”) under the Equity Incentive Plan. The Compensation Committee calculated the number of Total Interim Shares by taking (A) Mr. Lai’s salary during the Interim Period ($175,000) divided by (B) the volume weighted average closing price of the Company’s common stock during the 10-day period preceding February 22, 2023 ($2.8878), rounded up to the nearest whole share. The Compensation Committee approved the vesting of 10,100 of the RSU’s on March 1, 2023, with an additional 10,100 of the RSU’s vesting on the first day of each month thereafter such that all of the RSU’s would be fully vested on August 1, 2023, subject to Mr. Lai’s continued employment with the Company on each applicable vesting date. Additional terms of the RSU Award Agreement are set forth in the Equity Incentive Plan.

Bonuses

In November 2021, the Company established a bonus plan for its Named Executives with a performance target based on total revenues for fiscal 2022. If the Company achieved the performance target, the Named Executives would receive a bonus equal to a certain percentage of their respective salary. The Company realized that the performance target would not be achieved because the Company’s ability to sell its lead product, Spryng®, was limited because it did not have canine and equine studies which distributors and other vendors needed to review before purchasing the Company’s products. The Compensation Committee determined that the performance target was unrealistic and not an appropriate target for the Company at this time. The Compensation Committee believed that the Named Executives and other employees had done exceptional work in transitioning the Company from being a start-up company to a revenue-producing company. As such, the Compensation Committee awarded discretionary bonuses to the Named Executives and other employees. The Compensation Committee awarded discretionary bonuses to Mr. Lai, Mr. Folkes, and Mr. Meyers for their services in fiscal 2022 in the amounts of $20,000, $100,000, and $30,000, respectively. The Company paid these bonuses to the Named Executive Officers in July 2022.

In November 2022, the Company established target bonuses for a bonus plan for its Named Executives with performance targets based on total revenues and individual objectives for fiscal 2023. The Company did not achieve its revenue target for fiscal 2023, so the Named Executives did not receive performance bonuses under the Bonus Plan. As such, the Compensation Committee did not award discretionary bonuses to any Named Executive Officers in fiscal 2023.

In November 2023, the Company established target bonuses for a bonus plan for its Named Executive Officers with performance targets based on total revenues and individual objectives for fiscal 2024. The Company did not achieve its revenue target for fiscal 2024, so the Named Executive Officers did not receive performance bonuses under the Bonus Plan.

During the fiscal year 2025, the Compensation Committee approved a cash bonus of $25,000 to each of Mr. Lai and Mr. Lowenthal. The Compensation Committee also approved $25,000 worth of the Company’s restricted common stock to each of Mr. Lai and Mr. Lowenthal as bonus compensation. Also during the year, shares of stock were issued to John Lai and Garry Lowenthal for signing bonus (Lowenthal) and for periodic quarterly performance stock bonuses (Lai and Lowenthal). The total stock awards are illustrated in the above summary compensation table.

3938

Equity Compensation

Our Compensation Committee administers our 2020 Equity Incentive Plan (the “Equity Incentive Plan”) and approves the amount of, and terms applicable to, grants of stock options, restricted stock units, and other types of equity awards to employees, including the Named Executive Officers. The Equity Incentive Plan permits the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs), and stock bonus awards (all such types of awards, collectively, “equity awards”), although incentive stock options may only be granted to employees.

On April 14, 2021, the Company granted 34,000 RSUs to Mr. Folkes pursuant to the terms of his employment agreement. These RSUs vest over a three-year period, with 10,000 RSUs vesting on January 1, 2022, 10,000 vesting on January 1, 2023, and 14,000 vesting on January 1, 2024, subject to Mr. Folkes remaining employed at the Company. These RSUs will automatically vest if there is a Change in Control (as defined in our Equity Incentive Plan).

On September 9, 2021, the Compensation Committee granted RSUs to Mr. Lai, Mr. Folkes, and Mr. Meyer for their exceptional performance in assisting the Company in closing its public offering in which it raised $11.2 million in gross proceeds and listed its common stock and warrants on the NASDAQ Capital Market. The Named Executive Officers received the following RSU grants (“November 2021 RSU Grants”): Mr. Lai – 150,000 RSUs, Mr. Folkes – 54,000 RSUs, and Mr. Meyer – 65,000 RSUs. These RSUs vest in three installments, with 1/3 vesting on March 31, 2022, 1/3 vesting on March 31, 2023, and 1/3 vesting on March 31, 2024, based upon continued employment with the Company. These RSUs will automatically vest if there is a Change in Control (as defined in our Equity Incentive Plan).

On October 19, 2022, the Compensation Committee granted ~~nonqualified~~non-qualified stock options of 200,000 shares to Mr. Folkes the vest equally over a three-year period with 66,667 shares beginning on October 19, 2022. These options will automatically vest if there is a Change in Control (as defined in our Equity Incentive Plan).

On February 24, 2022, the Compensation Committee entered into a second amendment to an employment agreement with Mr. Lai pursuant to which it granted him equity in exchange for salary for the six-month period beginning on March 1, 2023 and ending on August 31, 2023. The Company granted Mr. Lai totaling 60,600 shares which vest in equal monthly amounts of 10,100 shares beginning March 1, 2023 in lieu of his salary payments for a six-month period.

For the grant date fair values of the options and RSUs, please see the Summary Compensation Table above.

Perquisites

We offer health insurance to our Named Executive Officers on the same basis that these benefits are offered to our other eligible employees. We offer a 401(k) plan to all eligible employees. The Company also provides other benefits to its Named Executive Officers on the same basis as provided to all its employees, including vacation and paid holidays.

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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END ~~2025~~2026

The following table sets forth for each Named Executive Officer, information regarding outstanding equity awards as of March 31, ~~2025~~2026. Market value is based on the closing stock price of $.8070 on March 31, ~~2025~~2026.

		Option Awards							Stock Awards
Name	Grant Date	Number of securities underlying unexercised options exercisable (#)		Number of securities underlying unexercised options unexercisable (#)		Option exercise price ($)		Option expiration date	Number of shares or units of stock that have not vested (#)			Market value of shares or units of stock that have not vested ($)⁽¹⁾
John Lai	10/31/2019		90,000		—		2.24	10/31/2024		—		$	—
	12/31/2019		19,847		—		1.95	12/31/2024		—			—
	3/31/2020		24,253		—		1.27	3/31/2025		—			—
	6/30/2020		7,441		—		1.60	6/30/2025		—			—
	9/25/2021									100,500	⁽²⁾		276,375

Garry Lowenthal ⁽⁶⁾	—		—		—		—	—		—		$	—

Randall Meyer	1/15/2020		10,547		—		1.20	1/15/2029		—		$	—
	12/31/2019		1,213		—		1.95	12/31/2024		—			—
	3/31/2020		1,104		—		1.27	3/31/2025		—			—
	6/30/2020		559		—		1.60	6/30/2025		—			—
	9/09/2021		—		—		—	—		21,666	⁽⁵⁾		59,582

	(1)	The value reported for the RSUs was determined by multiplying the number of unvested RSUs by the closing market price of $20.7570 of the Company’s common stock on March 31, ~~2023~~2026.
	(2)	Comprised of 50,000 unvested shares underlying an RSU award granted on September 9, 2021, which will vest on March 31, 2024, and 50,500 unvested shares underlying an RSU award granted on February 24, 2023, which will vest in equal monthly installments of 10,100 shares beginning April 1, 2023, with both awards subject to the executive’s continued employment with the Company. The RSUs will vest automatically if there is a Change of Control (as defined in our Equity Incentive Plan).
	(3)	Mr. Folkes was granted a nonqualified stock option grant on October 19, 2022 to purchase 200,000 shares of our common stock at an exercise price of $2.40 per share. The options have a seven-year life and vest 66,667 shares on October 19. 2022, 66,667 shares on October 19, 2023, and 66,666 shares on October 19, 2024. The options will vest automatically if there is a change of control (as defined in our Equity Incentive Plan).
	(4)	Comprised of 14,000 unvested shares underlying an RSU award granted on April 14, 2021, which will vest on January 1, 2024, and 18,000 unvested shares underlying an RSU award granted on September 9, 2021, which will vest on March 31, 2024, with both RSU awards subject to the executive’s continued employment with the Company. The RSUs will vest automatically if there is a change of control (as defined in our Equity Incentive Plan).
	(5)	Comprised of 21,666 unvested shares underlying an RSU award granted on September 9, 2021, which will vest on March 31, 2024, subject to the executive’s continued employment with the Company. The RSUs will vest automatically if there is a Change of Control (as defined in our Equity Incentive Plan).
	(6)	Mr. Lowenthal employment began on March 8, 2024. No RSUs or stock options were issued in fiscal year ~~2024~~2025 or ~~2025~~2026. Mr. Lowenthal’s employment agreement issued 90,000 shares of restricted common stock, based on a vesting schedule. During the fiscal year 2025, the Compensation Committee removed the vesting schedule and had the restricted shares issued.

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Executive Employment Agreements

Prior Employment Agreements

The Company entered into an employment agreement (“2019 Agreement”) with John Lai on October 1, 2019, to serve as the Company’s Chief Executive Officer for a term of 3 years. Mr. Lai’s annual base salary was a minimum of $100,000 or such higher amount, as determined by the Board. Mr. Lai could be terminated for Cause or without cause upon ten (10) days advance written notice. Mr. Lai was eligible to receive discretionary bonuses, as determined by the Board, and eligible for all employee benefits provided to executives of similar tenure. His 2019 Agreement contained customary confidentiality and non-competition provisions which survived for a period of one year after his employment with the Company was terminated. As discussed below, Mr. Lai’s 2019 Agreement was replaced with a new employment agreement on November 10, 2021.

The Company entered into an employment agreement (“April 2021 Agreement”) with Robert Folkes on April 14, 2021, to serve as the Company’s Chief Financial Officer. The employment agreement was for a term of approximately two years and nine months and terminated on January 31, 2024. Mr. Folkes’ annual base salary was $190,000 per year and he was eligible to receive a bonus of up to 50% of his base salary based upon the achievement of performance goals developed by the Compensation Committee. He could be terminated for cause or without cause upon ten (10) days advance written notice. His employment agreement contained customary confidentiality and non-competition provisions which survived for a period of one year after his employment with the Company was terminated. As discussed below, Mr. Folkes April 2021 Agreement was replaced with a new employment agreement on November 10, 2021

Current Employment Agreements

Effective as of November 10, 2021, the Company entered into new employment agreements with Mr. Lai, which replaced his 2019 Agreement, and Mr. Folkes which replaced his April 2021 Agreement. In addition, the Company entered into a new employment agreement with Randall Meyer to serve as the Company’s Chief Operating Officer effective as of November 10, 2021. All of these employment agreements were amended in November 2022 to increase the base salaries of the executive officers, effective as of November 1, 2022. In addition, Mr. Lai’s employment agreement was amended in February 2023 to provide that he would receive his salary payments in the form of equity instead of cash for the six-month period beginning on March 1, 2023 through August 31, 2023. With the exception of the salary and severance payments, the employment agreements are substantially similar.

All of these employment agreements expire on September 30, 2024. Messrs. Lai, Folkes, and Meyer each have annual base salaries of $350,000, $300,000, and $270,000, respectively, subject to potential increase or decrease from time to time as determined by the Compensation Committee of the Board of Directors. As previously noted, Mr. Lai will be receiving his salary payments in shares of the Company’s common stock from March 1, 2023 through August 31, 2023. The Compensation Committee approved issuing 60,600 Shares (the “Total Interim Shares”) to Mr. Lai for his service during the Interim Period as a restricted stock award unit agreement (“RSU Award Agreement”) under the Company’s Equity Incentive Plan. The Compensation Committee calculated the number of Total Interim Shares by taking (A) Mr. Lai’s salary during the Interim Period ($175,000) divided by (B) the volume-weighted average closing price of the Company’s common stock during the 10-day period preceding February 22, 2023 ($2.8878), rounded up to the nearest whole share. The Compensation Committee approved the vesting of 10,100 of the RSUs on March 1, 2023, with an additional 10,100 of the RSUs vesting on the first day of each month thereafter such that all of the RSUs would be fully vested on August 1, 2023, subject to Mr. Lai’s continued employment with the Company through each applicable vesting date. Additional terms of the RSU Award Agreement are set forth in the Equity Incentive Plan. Effective May 1, 2024, an Amendment was signed to Mr. Lai’s employment agreement lowering his base annual salary from $350,000 to $150,000 per year, with a term extension to March 31, 2027.

The employment agreements also provide for a target annual bonus as determined by the Compensation Committee. In addition to an annual salary and bonus, the employment agreements provide that the executive officers are entitled to participate in any equity and/or long-term compensation programs established by the Company for senior executive officers and all of the Company’s retirement, group life, health, and disability insurance plans and any other employee benefit plans.

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The employment agreements provide for termination of the executive officers at any time by the Company for Cause (as defined in the employment agreements) or without Cause. If an executive officer is terminated for Cause, he will receive his salary through the termination date and reimbursement of any unpaid expenses and accrued but unused vacation/paid time off (“Accrued Obligations”). If the executive officer’s employment is terminated by the Company without Cause, subject to the execution of a release of any and all claims or potential claims against the Company, the executive officer will be entitled to receive a severance payment, his accrued but unpaid bonus, if any, and any Accrued Obligations owed through the termination date, in a lump sum payment within 10 days after the termination date. Mr. Folkes will receive a severance payment equal to 6 months of his base salary. Mr. Lai and Mr. Meyer will each receive a severance payment equal to 1 month’s base salary. If the executive’s employment is terminated as a result of his death or disability, he or his estate will receive his compensation through the date of termination, his accrued and unpaid bonus, if any, and Accrued Obligations through the date of termination.

Each executive officer is required to agree to non-competition, non-solicitation, and confidentiality obligations. The confidentiality covenants are perpetual, while the non-compete and non-solicitation covenants apply during the term of the new employment agreements and for 12 months following the executive officer’s termination.

On January 19, 2024, Robert J. Folkes informed the Board of Directors (the “Board”) of PetVivo Holdings, Inc. (the “Company”) that he will be resigning as Chief Financial Officer (“CFO”) of the Company, effective as of February 2, 2024. Mr. Folkes informed the Board that he will continue to provide CFO and accounting services to the Company, until it hires a new full-time Chief Financial Officer. The Company and Mr. Folkes entered into a transition services agreement on or before February 2, 2024 which ended March 31, 2024.

On March 8, 2024, PetVivo Holdings, Inc. (the “Company”) appointed Garry Lowenthal to serve as the Company’s Chief Financial Officer, with an annual salary of $200,000 per year, plus a $10,000 signing bonus with a term of three years. Mr. Lowenthal was also granted 90,000 RSU shares vesting at 45,000 shares on January 28, 2025 and 45,000 shares on January 28, 2026. During the fiscal year ending March 31, 2025, the Compensation Committee removed the vesting schedule for Mr. Lowenthal.

Effective January 31, 2025, Randall Meyer’s position as Chief Operating Officer was eliminated and Mr. Meyer’s employment terminated on January 31, 2025. Also, Mr. Meyer had an employment agreement that ended on September 30, 2024, whereby his salary was reduced from $270,000 per year to $150,000 per year.

Potential Payments on Change in Control or Termination without Cause under November RSU Grants

The employment agreements for Mr. Lai, Mr. Lowenthal, and Mr. Meyer do not contain any provisions providing for the acceleration of any salary or bonus payments if there is a change in control. The RSU Grants awarded to Mr. Lai, Mr. Folkes, and Mr. Meyer on September 9, 2021, and to Mr. Folkes on April 14, 2021 pursuant to our Equity Incentive Plan contain provisions that provide for accelerated vesting of the RSUs if there is a change of control of the Company (as such term is defined in the Equity Incentive Plan). In addition, if Mr. Lai, Mr. Folkes, or Mr. Meyer is terminated without cause, any RSUs that would have vested on or before the first anniversary of such termination had the executive remained employed shall be accelerated and deemed to have vested as of the termination date. Any time-based Restricted Shares that have not vested as described above may not be transferred and will be forfeited on the date the Named Executive Officer’s employment with the Company terminates.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

As of ~~July~~June 1029, ~~2025~~2026 (the “Record Date”), we had 2436,~~388~~421,~~731~~745 shares of our common stock issued and outstanding. The following table sets forth, as of the Record Date, information concerning the beneficial ownership of shares of our common stock held by our directors, our named executive officers, our directors, and executive officers as a group, and each person known by us to be a beneficial owner of more than 5% of our outstanding common stock. Unless otherwise indicated, the business address of each of our directors, executive officers, and beneficial owners of more than 5% of our outstanding common stock is c/o PetVivo Holdings, Inc., 5151 Edina Industrial Blvd. Suite 575, Edina, MN 55439. Each person has sole voting and investment power with respect to the shares of our common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.

4342

Name of Beneficial Owner(1)	Number of Shares Beneficially Owned		Beneficial Ownership (%)
John Lai (2)		12,~~729~~306,~~496~~913		75.1257	%
Garry Lowenthal (3)		~~445~~878,~~316~~881		12.8312	%
Randall Meyer (4)		631,952		21.6053	%
Joseph Jasper (6)		~~106~~140,~~754~~159		0.4434	%
Diane Levitan (7)		7071,~~000~~489		0.2917	%
Robert Rudelius (8)		~~342~~403,~~280~~392		10.4197	%
Robert Costantino (9)		79108,~~703~~661		0.3326	%
Spencer Breithaupt(10)		70,000		0.29	%
Joshua Ruben(10)		46,332		0.11	%
Michael Eldred(11)		106,250		0.44	%
All Directors and Executive Officers as a Group (8 Persons) (12)		4,587,779		11.08	%
All Directors and Executive Officers as a Group (9 Persons) (12)		3,581,751		14.74	%
Owners of more than 5% of our Stock
Alan Sarroff (13)		516,~~620~~433,~~002~~204		2339.136	%
Stanley Cruden (14)		2,413,470		9.93	%
Alexander Nazarenko(5)		7,817,835		18.87	%
Stanley Cruden (14)		3,620,163		8.74	%

*	Less than one percent.

(1)	Unless otherwise indicated, the business address of each officer and director of the Company is c/o PetVivo Holdings, Inc., 5151 Edina Industrial Boulevard, Suite 575, Minneapolis, MN 55439.
(2)	Amount consists of 12,~~577~~306,~~581~~913 shares owned by Mr. Lai and warrants to purchase 141,815 shares and RSUs for 10,100 shares that are vested or will vest within 60 days of the Record Date.
(3)	Garry Lowenthal was granted 90,000 common shares to vest as follows: 45,000 shares on January 28, 2025and 45,000 shares on January 28, 2026. During the fiscal year ending March 31, 2025, the Compensation Committee removed the vesting schedule for Mr. Lowenthal. Amount consists of ~~445~~878,~~316~~881 shares owned by Mr. Lowenthal.
(4)	Amount consists of ~~618~~631,~~529~~952 shares that are owned directly by Mr. Meyer and includes warrants to purchase 13,423 shares that are vested or will vest within 60 days of the Record Date. Mr. Meyer’s last day of employment was January 31, 2025.
(5)	~~Not~~Alexander ~~used~~Nazarenko owns 2,817,835 shares of Common Stock and 5,000,000 of our Series B Preferred Stock, for total ownership of 7,817,835 shares.

(6)	Amount includes ~~106~~140,~~754~~159 shares held by Mr. Jasper.
(7)	Amount consists 7071,~~000~~489 shares held by Ms. Levitan and options held by Ms. Levitan to purchase 35,954 shares at $1.06 per share that have vested or will vest within 60 days of the Record Date.
(8)	Amount consists of ~~342~~403,~~280~~392 shares held by Mr. Rudelius directly, in his IRA, and by Noble Ventures, LLC,a company controlled by Mr. Rudelius.
(9)	Amount consists of 79108,~~703~~661 shares held by Mr. Costantino.
(10)	Amount consists of 7046,~~000~~332 shares held by Mr. ~~Breithaupt~~Ruben.

(11)	Not used.

(12)	Amount includes 4,587,779 shares held by the Named Executive Officers and Directors directly, as a group of eight (8) persons.

(13)	As reported in Mr. Sarroff’s Schedule 13D filed with the SEC on March 13, 2026, reported ownership as A.L. Sarroff Fund, LLC,. Mr. Sarroff’s directly owns 16,433,204 common shares and 6,105,008 warrants as follows: The Warrants are exercisable on the following schedule: 1,166,668 warrants exercisable as of August 8, 2026; 111,112 warrants exercisable as of December 14, 2026; 571,430 warrants exercisable as of May 15, 2027; 430,798 warrants exercisable as of April 29, 2027; 75,000 warrants exercisable as of June 20, 2027; 2,500,000 warrants exercisable as of August 12, 2027; and 1,250,000 warrants exercisable as of March 13, 2029.

(14)	As reported in Mr. Cruden’s Schedule 13G filed with the SEC on January 20, 2026, Mr. Cruden directly owns 3,620,163 common shares.

(11)	Amount consists of 106,250 shares held by Mr. Eldred.
(12)	Amount includes 3,581,751 shares held by the Named Executive Officers and Directors directly, as a group of nine (9) persons.
(13)	As reported in Mr. Sarroff’s Schedule 13G filed with the SEC on February 5, 2025, reported ownership as A.L. Sarroff Fund, LLC,. Mr. Sarroff’s directly owns 5,620,002 common shares and 4,638,696 warrants as follows: The Warrants are exercisable on the following schedule: $1,166,000.00 exercisable as of August 4, 2026, 111,000 exercisable as of December 6, 2026, and 861,696 as of April 29, 2027 and 2,500,000 exercisable as of July 9, 2027.
(14)	As reported in Mr. Cruden’s Schedule 13G filed with the SEC on March 31, 2025, Mr. Cruden directly owns 2,413,470 common shares.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The following is a summary of the transactions since April 1, 2020 between the Company and its executive officers, directors, nominees for directors, principal shareholders, and related parties involving amounts in excess of $120,000 or that the Company has chosen to voluntarily disclose.

David Masters

Note and Settlement Agreement

Effective September 1, 2020, the Company entered into two debt settlement agreements with David B. Masters, a director of the Company, pursuant to (i) an Amendment to Promissory Note (“Amendment”) which amended certain outstanding promissory notes dated September 5, 2013, February 11, 2014, and August 14, 2014 (collectively, the “Outstanding Notes”) issued by Gel-Del, the Company’s wholly-owned subsidiary, with an aggregate amount owed of $65,700 and (ii) a Promissory Note (“Note”) having a principal amount of $195,000, which represents accrued salary owed to Dr. Masters. The Amendment extends, for up to an additional two years and under the same terms as originally entered into, the Outstanding Notes. The Company also entered into a Settlement and General Release (“Settlement Agreement”) with Dr. Masters that provides for the settlement and general release of any and all past claims, demands, damages, judgements, causes of action and liabilities that Dr. Masters may have had, may currently have or may acquire against the Company and its subsidiaries, including, but not limited to any claims related to (a) the ownership, operation, business, or financial condition of Company or its business, (b) any promissory note, loan, contract, agreement or other arrangement, whether verbal or written, including all unpaid interest charges, late fees, penalties or any other charges thereon, entered into or established between Dr. Masters and his affiliates and the Company on or prior to the September 1, 2020 or (c) the employment of Dr. Masters by the Company (except for claims directly relating to the breach of the Amendment, the Note or the Consulting Agreement).

Effective October 15, 2020, we entered into a note conversion agreement with David B. Masters in which he agreed to convert his Promissory Note having an outstanding principal amount of $192,500 plus a conversion fee of $3,500 into units (the “Units”) consisting of one share of the Company’s common stock and one warrant to purchase one share of Common Stock, as part of the Company’s public offering of Units.

At the closing of the Company’s public offering on August 13, 2021, the Note was converted into 43,556 Units, which consisted of 43,556 shares of the Company’s common stock and warrant to purchase 43,556 shares of our common stock. The warrants have an exercise price of $5.625 per share and expire on August 13, 2026. The Company also repaid the outstanding balance under the Amendment, which was $25,954 as of the closing date of the public offering.

David Masters, a former employee, board member, and consultant to the Company, has threatened to file suit against the Company to recover in excess of $2 million. Masters’ threatened litigation relates to allegations that the Company promised him additional compensation, shares, warrants, and future employment while he was associated with the Company. The Company mediated these claims with Masters in 2022 and executed a mediated settlement agreement resolving these claims for a one-time payment of $180,000, to be effective upon execution of a long form agreement containing these and other settlement terms. The parties appointed the mediator as arbitrator to resolve any disputes arising during the drafting of the long form agreement on commercially reasonable terms. In early 2023, Masters commenced arbitration to have certain terms in the long form agreement decided. The arbitrator issued an award setting the final terms of the agreement.

In September 2023, Masters executed the long-term agreement, and the Company recorded a settlement expense of $180,000. The settlement was paid in October 2023.

John Lai

On December 16, 2019, PetVivo, John Lai, Wesley Hayne, and Edward Wink entered into an escrow agreement (“Escrow Agreement”) which replaced the prior escrow agreement dated June 7, 2017 between the parties. Pursuant to the Escrow Agreement, the escrow agent held 254,018 shares of the Company’s common stock registered in the name of Mr. Lai in escrow, which shares would be released when (i) PetVivo obtains equity financing in an amount of at least $5 million and (ii) PetVivo’s listed on Nasdaq, the New York Stock Exchange, or an equivalent securities exchange. This condition was met on August 13, 2021, and the shares were released to Mr. Lai.

In May 2021, Mr. Lai converted 42,188 warrants into common stock with an exercise and conversion price of $1.33 per share into 36,915 shares of our common stock on a cashless basis pursuant to the warrants’ cashless conversion feature.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Auditor Information:

Auditor Name: Stephano Slack LLC

PCAOB ID: 3523

Location: Wayne, Pennsylvania

Audit Fees

The aggregate fees billed for the fiscal years ended March 31, ~~2025~~2026 and ~~2024~~2025 for professional services rendered by Stephano Slack LLC, the principal accountant for the audit of the Company’s annual financial statements included in our Form 10-K and review of our quarterly unaudited financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were $4752,000 and $059,500 respectively.

Assurance Dimensions provided services for the year ended March 31, 2024. The aggregate fees billed for the fiscal years ended March 31, 2025 and 2024 for professional services rendered by Assurance Dimensions, the principal accountant for the audit of the Company’s annual financial statements included in our Form 10-K and review of our quarterly unaudited financial statements that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were $0 and $34,486, respectively.

Audit-Related Fees

For the fiscal years ended March 31, ~~2025~~2026 and ~~2024~~2025, there were no fees billed for services reasonably related to the performance of the audit or review of the financial statements outside of those fees disclosed above under “Audit Fees.”

Tax Fees

For the fiscal years ended March 31, ~~2025~~2026, and ~~2024~~2025, there were no fees billed for services for tax compliance, tax advice, and tax planning work by our principal accountants.

All Other Fees

None.

Pre-Approval Policies and Procedures

The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by the independent public accountants. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. Stephano Slack LLC, ~~Assurance Dimensions,~~ and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent public accountants in accordance with this pre-approval, and the fees for the services performed to date. The Audit Committee may also pre-approve particular services on a case -by -case basis. The Audit Committee approved one hundred percent (100%) of all services provided by Stephano Slack LLC ~~and Assurance Dimension~~ during Fiscal ~~2025~~2026 and ~~2024~~2025.

The Audit Committee has considered the nature and amount of the fees billed by Stephano Slack LLC and ~~Assurance Dimension, and~~ believes that the provision of the services for activities unrelated to the audit is compatible with maintaining the independence of both Stephano Slack LLC and Assurance Dimension.

4745

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)	Financial Statements.

Included in Item 8

(b)	Exhibits required by Item 601.

	3.1	Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.1 in the Company’s Registration Statement on Form S-8 filed with the SEC on June 17, 2022).
	3.2	Bylaws (incorporated by reference to Exhibit 3.3 in the Company’s Registration Statement on Form S-1 (File No. 333-173569) filed with the SEC on April 18, 2011).
	4.1	Description of Common Stock (incorporated by reference to Exhibit 4.1 in the Company’s Annual Report on Form 10-K for fiscal 202 filed with the SEC on June 24, 2022).
	10.1	Employment Agreement effective as of November 1, 2021 between PetVivo Holdings, Inc. and John Lai, as amended in November 2022 and February 2023 and further amended May 1, 2025 (incorporated by reference to Exhibit 10.*1 in the Company’s Annual Report on Form 10-K for fiscal 2025 filed with the SEC on July 10, 2025).+
	10.2	Employment Agreement effective as of November 1, 2021 between PetVivo Holdings, Inc. and Robert Folkes, as amended in November 2022 (incorporated by reference to Exhibit 10.*2 in the Company’s Annual Report on Form 10-K for fiscal 2025 filed with the SEC on July 10, 2025).+
	10.3	Employment Agreement effective as of November 1, 2021 between PetVivo Holdings, Inc. and Randall Meyer, as amended in November 2022 (incorporated by reference to Exhibit 10.*3 in the Company’s Annual Report on Form 10-K for fiscal 2025 filed with the SEC on July 10, 2025).+
	10.4	Employment Agreement and Restricted Stock Award Agreement, dated March 8, 2024, between PetVivo Holdings, Inc. and Garry Lowenthal (incorporated by reference to Exhibit 10.1 in the Company’s Form 8-K filed with the SEC on March 14, 2024)
	10.5	PetVivo, Inc. 2020 Equity Compensation Plan (incorporated by reference to Appendix B in the Company’s Definitive Information Statement filed with the SEC on September 1, 2020).+
	10.6	Form of Employee Stock Option Agreement for use with the PetVivo Holdings, Inc. 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 in the Company’s Annual Report on Form 10-K for fiscal 2022 filed with the SEC on June 24, 2022).+
	10.7	Form of Non-Employee Director Stock Option Agreement for use with the PetVivo Holdings, Inc. 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.6 in the Company’s Annual Report on Form 10-K for fiscal 2022 filed with the SEC on June 24, 2022).+
	10.8	Form of Employee Restricted Stock Unit Award Agreement for use with PetVivo Holdings, Inc. 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.6 in the Company’s Annual Report on Form 10-K for fiscal 2022 filed with the SEC on June 24, 2022).+
	10.9	Form of Non-Employee Director Restricted Stock Unit Award Agreement for use with PetVivo Holdings, Inc. 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.8 in the Company’s Annual Report on Form 10-K for fiscal 2022 filed with the SEC on June 24, 2022).+
	10.10	Distribution Services Agreement made as of June 17, 2022 by and between MWI Veterinary Suppl Co, Inc. and PetVivo Holdings, Inc. (incorporated by reference to Exhibit 10.1 in the Company’s Quarterly Report on 10-Q filed with the SEC on August 11, 2022).
	10.11	Lease dated January 10, 2023 by and between PetVivo Holdings, Inc. and Dewey AL L.L.C. and Dewey MS L.L.C* (incorporated by reference to Exhibit 10.11 in the Company’s Annual Report on Form 10-K for fiscal 2025 filed with the SEC on July 10, 2025).

4846

	10.12	Settlement and General Release Agreement effective September 1, 2020 between PetVivo Holdings, Inc. and its wholly-owned subsidiaries and David B. Masters (incorporated by reference to Exhibit 10.3 in the Company’s Form 8-K filed with the SEC on September 17, 2020).
	10.13	Consulting Agreement effective September 1, 2020 between PetVivo Holdings, Inc. and David B. Masters (incorporated by reference to Exhibit 10.4 in the Company’s Form 8-K filed with the SEC on September 17, 2020). +
	10.14	Note Conversion Agreement effective as of October 15, 2020 by and between PetVivo Holdings, Inc. and David B. Masters (incorporated by reference to Exhibit 10.1 in the Company’s Form 8-K filed with the SEC on October 26, 2020).
	10.15	Escrow Agreement effective as of December 16, 2019 by and between PetVivo Holdings, Inc., John Dolan and John Lai (incorporated by reference to Exhibit 10.13 in the Company’s reference to Exhibit 10.3 in the Company’s Form S-1/A (File No. 333-24942) filed with the SEC on December 31, 2020).+
	21.1	List of Subsidiaries (incorporated by reference to Exhibit 21.1 in the Company’s Annual Report on Form 10-K for fiscal 2022 filed with the SEC on June 24, 2022).
	23.1	Consent of Stephano Slack LLC*
	23.2	Consent of Assurance Dimensions, Inc.*
	31.1	Certification of Principal Executive Officer Required By Rule 13a-14(A) of the Securities Exchange Act of 1934, As Amended, As Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002*
	31.2	Certification of Principal Financial Officer Required By Rule 13a-14(A) of the Securities Exchange Act of 1934, As Amended, As Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002*
	32.1	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
	32.2	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
	101.INS*	Inline XBRL Instance Document
	101.SCH*	Inline XBRL Taxonomy Extension Schema
	101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase
	101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase
	101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase
	101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase
	104*	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith

+ Indicates compensatory plan

ITEM 16. FORM 10-K SUMMARY

Not Applicable.

4947

ITEM 17.

SIGNATURES

Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	PetVivo Holdings, Inc., a Nevada corporation
July 10, 2025	By:	/s/ John Lai
June 29, 2026	By:	/s/ John Lai
		John Lai
	Its:	CEO, President and Director (Principal Executive Officer)
July 10, 2025	By:	/s/ Garry Lowenthal
June 29, 2026	By:	/s/ Garry Lowenthal
		Garry Lowenthal
	Its:	Chief Financial Officer (Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/s/ John Lai		~~July~~June 1029, ~~2025~~2026
John Lai
CEO, President, and Director
(Principal Executive Officer)

/s/ Garry Lowenthal		~~July~~June 1029, ~~2025~~2026
Garry Lowenthal
Chief Financial Officer

/s/ Spencer Breithaupt		July 10, 2025
/s/ Diane Levitan		June 29, 2026
Spencer Breithaupt
Diane Levitan
Director

/s/ Diane Levitan		July 10, 2025
/s/ Robert Costantino		June 29, 2026
Diane Levitan
Robert Costantino
Director

/s/ Robert Costantino		July 10, 2025
/s/ Joseph Jasper		June 29, 2026
Robert Costantino
Joseph Jasper
Director

/s/ Joseph Jasper		July 10, 2025
/s/ Robert Rudelius		June 29, 2026
Joseph Jasper
Robert Rudelius
Director

/s/ Robert Rudelius		July 10, 2025
/s/ Joshua Ruben		June 29, 2026
Robert Rudelius
Joshua Ruben
Director

/s/ Michael Eldred		July 10, 2025
Michael Eldred
Director

PETVIVO HOLDINGS, INC.

INDEX TO FINANCIAL STATEMENTS

Audited Financial Statements for the Years Ended March 31, ~~2025~~2026 and ~~2024~~2025

Report of Independent Registered Public Accounting Firm – Stephano Slack LLC PCAOB ID 03523	F-2
Report of Independent Registered Public Accounting Firm – Assurance Dimensions PCAOB ID 05036	F-3
Consolidated Balance Sheets, as of March 31, 2026 and 2025	F-3
Consolidated Balance Sheets, as of March 31, 2025 and 2024	F-4
Consolidated Statements of Operations for the Years Ended March 31, 2026 and 2025	F-4
Consolidated Statements of Operations for the Years Ended March 31, 2025 and 2024	F-5
Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended March 31, 2026 and 2025	F-5
Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended March 31, 2025 and 2024	F-6
Consolidated Statements of Cash Flows for the Years Ended March 31, 2026 and 2025	F-6
Consolidated Statements of Cash Flows for the Years Ended March 31, 2025 and 2024	F-7
Notes to Consolidated Financial Statements	F-7
Notes to Consolidated Financial Statements	F-8

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and

Stockholders of PetVivo Holdings, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance ~~sheet~~sheets of Petvivo Holdings, Inc. and its Subsidiaries (the Company) as of March 31, 2026 and 2025, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for each of the ~~year~~two years in the period ended March 31, ~~2025~~2026, and the related consolidated notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2026 and 2025 and the results of its operations and its cash flows for ~~year~~each of the two years in the period ended March 31, ~~2025~~2026, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt About its Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1312 to the consolidated financial statements, for the year ended March 31, 2026 the Company has ~~experienced~~a ~~negative~~net loss of $10,473,672 and net cash ~~flows~~used ~~from~~in ~~operations~~operating ~~for~~activities ~~the~~of ~~year~~$6,107,286 ~~ended~~and has an accumulated deficit of $102,075,765 on March 31, ~~2025,~~ 2026 which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1312. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our ~~audit~~audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our ~~audit~~audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the ~~audit~~audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our ~~audit~~audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s ~~internal~~ internal control over financial reporting. Accordingly, we express no such opinion.

Our ~~audit~~audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our ~~audit~~audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our ~~audit~~audits ~~provides~~ provide a reasonable basis for our opinion.

/s/ Stephano Slack LLC (PCAOB ID # 003523)

We have served as the Company’s auditor since 2025.

Wayne, Pennsylvania

~~July~~June 1029, ~~2025~~2026

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Petvivo Holdings, Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Petvivo Holdings, Inc. (the Company) as of March 31, 2024 and 2023, and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for each of the years in the two year period ended March 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended March 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph- Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 10 to the consolidated financial statements, the Company has suffered recurring losses. For the year ended March 31, 2024, the Company had a net loss of $10,955,295 and net cash used in operating activities of $7,419,588; and as of March 31, 2024 an accumulated deficit of $82,799,324. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 10. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

We did not identify any critical audit matters that need to be communicated.

We have served as the Company’s auditor since 2019. Margate, Florida June 28, 2024

ASSURANCE DIMENSIONS, LLC

also d/b/a McNAMARA and ASSOCIATES, LLC

TAMPA BAY: 4920 W Cypress Street, Suite 102 | Tampa, FL 33607 | Office: 813.443.5048 | Fax: 813.443.5053

JACKSONVILLE: 4720 Salisbury Road, Suite 223 | Jacksonville, FL 32256 | Office: 888.410.2323 | Fax: 813.443.5053

ORLANDO: 1800 Pembrook Drive, Suite 300 | Orlando, FL 32810 | Office: 888.410.2323 | Fax: 813.443.5053

SOUTH FLORIDA: 2000 Banks Road, Suite 218 | Margate, FL 33063 | Office: 754.800.3400 | Fax: 813.443.5053

www.assurancedimensions.com

“Assurance Dimensions” is the brand name under which Assurance Dimensions, LLC including its subsidiary McNamara and Associates, LLC (referred together as “AD LLC”) and AD Advisors, LLC (“AD Advisors”), provide professional services. AD LLC and AD Advisors practice as an alternative practice structure in accordance with the AICPA Code of Professional Conduct and applicable laws, regulations, and professional standards. AD LLC is a licensed independent CPA firm that provides attest services to its clients, and AD Advisors provide tax and business consulting services to their clients. AD Advisors, and its subsidiary entities are not licensed CPA firms.

F-3

PETVIVO HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

	March 31, 2025			March 31, 2024
	March 31, 2026			March 31, 2025
Assets:
Current Assets
Cash	$	~~227~~200,~~689~~782		$	87227,~~403~~689
Accounts receivable, net of allowance for credit losses		60100,~~573~~843			1860,~~669~~573
Subscriptions receivable		4600,~~400,~~000			-4,400,000
Inventory (Note 3)		323,504			390,076
Inventory, net of allowances (Note 2)		538,366			323,504
Investments		150,000			-150,000
Prepaid expenses and other current assets (Note 4)		447,801			545,512
Prepaid expenses and other current assets (Note 3)		269,930			447,801
Total Current Assets		51,~~609~~859,~~567~~921			15,~~041~~609,~~660~~567
Property and Equipment, net (Note 5)		766,874			821,656
Property and Equipment, net (Note 4)		448,881			766,874
Other Assets:
Operating lease right-of-use		~~961~~54,~~539~~711			1961,~~194,348~~539
Patents and trademarks, net (Note 6)		23,725			30,099
Patents and trademarks, net (Note 5)		20,509			23,725
Licensing Agreement, net (Note 7)		1,950,000			-
Licensing Agreements, net (Note 6)		1,179,889			1,950,000
Security deposit		2712,~~490~~830			27,490
Total Other Assets		21,~~962~~267,~~754~~939			12,~~251~~962,~~937~~754
Total Assets	$	93,~~339~~576,~~195~~741		$	39,~~115~~339,~~253~~195
Liabilities and Stockholders’ Equity:
Current Liabilities
Accounts payable	$	~~821~~547,~~081~~421		$	821,~~230~~081
Accrued expenses (Note 8)		948,554			243,030
Accrued expenses (Note 7)		453,713			948,554
Operating lease liabilities – current portion		163,834			190,589
Operating lease liability – current portion		54,711			163,834
Notes payable and accrued interest-current portion (Note 9)		312,865			7,244
Notes payable and accrued interest-current portion (Note 8)		321,447			312,865
Convertible notes payable and accrued interest, net of discount of $149,644 and $0 (Note 10)		1,622,377			150,277
Convertible notes payable and accrued interest, net of debt discount of $0 and $149,644 (Note 9)		-			1,622,377
Derivative liabilities		~~448,089~~-			-448,089
Total Current Liabilities		41,~~316~~377,~~800~~292			14,~~412~~316,~~370~~800
Other Liabilities
Operating lease liabilities (net of current portion)		~~797,705~~-			1797,~~003,759~~705
Notes payable and accrued interest (net of current portion) (Note 9)		5,442			13,171
Notes payable and accrued interest (net of current portion) (Note 8)		-			5,442
Total Other Liabilities		~~803,147~~-			1803,~~016,930~~147
Total Liabilities		51,~~119~~377,~~947~~292			25,~~429~~119,~~300~~947
Commitments and Contingencies (see Note 12)		-			-
Commitments and Contingencies (see Note 11)		-
Stockholders’ Equity: (Note 14)
Stockholders’ Equity: (Note 13)
Preferred stock, par value $0.001 per share, 20,000,000 shares authorized:
Series A Preferred stock: 3,045,000 and 0 shares issued and outstanding at March 31, 2025 and March 31, 2024		3,045			-
Series A Preferred stock: 0 and 3,045,000 shares issued and outstanding at March 31, 2026 and 2025		-			3,045
Series B Preferred stock: 5,000,000 and 0 shares issued and outstanding at March 31, 2025 and March 31, 2024		5,000			-
Series B Preferred stock: 5,000,000 shares issued and outstanding at March 31, 2026 and 2025		5,000			5,000
Preferred stock value		5,000			-
Preferred stock		5,000			5,000
Common stock, par value $0.001 per share, 250,000,000 shares authorized, 24,181,537 and 17,058,620 shares issued and outstanding at March 31, 2025 and March 31, 2024, respectively		24,182			17,059
Common stock, par value $0.001 per share, 250,000,000 shares authorized, 35,849,919 and 24,181,537 shares issued and outstanding at March 31, 2026 and 2025		35,850			24,182
Additional Paid-In Capital		95,385,511			83,468,218
Common stock to be issued		649,750			-
Accumulated Deficit		(91,198,490	)		(82,799,324	)
Additional Paid-In Capital		103,584,614			95,385,511
Total Stockholders’ Equity		4,219,248			685,953
Accumulated Deficit		(102,075,765	)		(91,198,490	)
Total Liabilities and Stockholders’ Equity	$	9,339,195		$	3,115,253
Total Stockholders’ Equity		2,199,449			4,219,248
Total Liabilities and Stockholders’ Equity	$	3,576,741		$	9,339,195

The accompanying notes are an integral part of these consolidated financial statements.

F-43

PETVIVO HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

	2025			2024
	2026			2025
	Year Ended March 31,
	2025			2024
	2026			2025
Revenues	$	1,~~132~~141,~~533~~607		$	~~968~~1,~~706~~132,533
Cost of Sales		~~137~~386,~~677~~856			~~101~~137,~~823~~677
Gross Profit		~~994~~754,~~856~~751			~~866~~994,~~883~~856
Operating Expenses:
Sales and Marketing		23,~~644~~069,~~095~~104			32,~~399~~644,~~666~~095
Research and Development		1,~~583~~415,~~250~~032			1,~~395~~583,~~371~~250
General and Administrative		4,~~823~~333,~~230~~577			64,~~693~~823,~~186~~230
Total Operating Expenses		9,050,575			11,488,223
Impairment Expense		1,000,000			-
Operating Loss		(8,055,720	)		(10,621,340	)
Total Operating Expenses		9,817,713			9,050,575
Operating Loss		(9,062,962	)		(8,055,720	)
Other Income (Expense)
Loss on Extinguishment of Debt		-			(534,366	)
Loss on Disposal of Assets		(149,125	)		-
Settlement Expense		-			(180,000	)
Gain on Extinguishment of debt		-			66,076
Gain on Extinguishment of debt		66,076			386,874
Unrealized Loss on Change in Derivative Liabilities		(320,404	)		(106,513	)
Unrealized Loss on Change in Derivative Liabilities		(106,513	)		-
Other Income		111,517			56,399
Other Income		56,399			-
Interest Income		13,099			-
Interest Expense		(~~359~~1,~~408~~065,797	)		(6359,~~463~~408	)
Total Other Income (Expense)		(~~343~~1,~~446~~410,710	)		(~~333~~343,~~955~~446	)
Loss before taxes		(810,~~399~~473,~~166~~672	)		(108,~~955~~399,~~295~~166	)
Income Taxes		-			-
Income Tax Provision		-			-
Net Loss	$	(810,~~399~~473,~~166~~672	)	$	(108,~~955~~399,~~295~~166	)
Less: Series B Preferred Stock Dividends		(403,603	)		-
Net Loss Available to Common Stockholders	$	(10,877,275	)	$	(8,399,166	)
Net Loss Per Share:
Basic and Diluted	$	(0.4138	)	$	(0.7841	)
Weighted Average number of Common Shares Outstanding:
Weighted Average Common Shares Outstanding:
Basic and Diluted		2030,~~491~~154,~~422~~631			1320,~~969~~491,~~754~~422

The accompanying notes are an integral part of these consolidated financial statements.

F-54

PETVIVO HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Years Ended March 31, ~~2025~~2026 and ~~2024~~2025

	Shares			Amount			Shares			Amount			~~Shares~~Capital		Amount		Capital			~~Deficit~~Issued				~~Total~~Deficit			Total
	Common Stock						Series A Preferred Stock						Series B Preferred Stock				Additional Paid-in			~~Accumulated~~Common Stock To Be				Accumulated
	Shares			Amount			Shares			Amount			~~Shares~~Capital		Amount		Capital			~~Deficit~~Issued				~~Total~~Deficit			Total
Balance at March 31, 2024		17,058,620		$	17,059			-		$	-			-		-	$	83,468,218		$	(82,799,324	)	-	$	685,953
Balance at March 31, 2025		24,181,537		$	24,182			3,045,000		$	3,045			5,000,000	$	5,000	$	95,385,511		$	-			$	(91,198,490	)	$	4,219,248
Sale of Common stock		3,060,588			3,061			-			-			-		-		2,047,039			-				2,050,100
Sale of Common stock and warrants		843,750			844			-			-			-		-		674,156							-			675,000
Sale of Series A Preferred stock		-			-			3,045,000		$	3,045			-		-		1,214,955			-				1,218,000
Common stock to be issued		-			-			-			-			-		-		-			600,000				-			600,000
Sale of Series B Preferred stock		-			-			-			-			5,000,000	$	5,000		4,995,000			-				5,000,000
Common stock issued for services		203,404			203			-			-			-		-		192,473							-			192,676
Conversion of debt and interest to common stock		430,798			431			-			-			-		-		301,127			-				301,558
Common stock issued for conversion of Accounts Payable		8,000			8			-			-			-		-		5,992							-			6,000
Common stock issued for services		1,120,000			1,120			-			-			-		-		573,171			-				574,291
Common stock issued for exercise of warrants		940,000			940			-			-			-		-		850,810							-			851,750
Common stock issued Licensing Agreement		1,000,000			1,000			-			-			-		-		999,000			-				1,000,000
Common stock issued to employees and directors for compensation		1,530,435			1,530			-			-			-		-		1,367,247			49,750				-			1,418,527
Common stock issued for investment		230,770			231			-			-			-		-		149,769			-				150,000
Conversion of Series A preferred to common stock		3,045,000			3,045			(3,045,000	)		(3,045	)		-		-		-							-			-
Cashless warrant exercise		2,316			2			-			-			-		-		(2	)		-				-
Dividends declared on Series B Preferred stock		-			-			-			-			-		-		-							(403,603	)		(403,603	)
Cancellation of stock awards		(25,000	)		(25	)		-			-			-		-		(13,725	)		-				(13,750	)
Conversion of accrued dividends to common stock		252,830			253			-			-			-		-		278,350							-			278,603
Common stock in lieu of compensation		725,436			725			-			-			-		-		372,525			-				373,250
Common stock issued for licensing agreement		1,000,000			1,000			-			-			-		-		799,000							-			800,000
Stock option buyout program		150,072			150			-			-			-		-		72,658			-				72,808
Common stock issued for conversion of debt and accrued interest		3,669,806			3,670			-			-			-		-		2,014,484							-			2,018,154
Warrant derivative		-			-			-			-			-		-		98,684							98,684
Beneficial conversion feature		-			-			-			-			-		-		786,908							-			786,908
Stock based compensation								-			-			-		-		1,107,520			-				1,107,520
Reclass of fair value of derivative liability		-			-			-			-			-		-		768,493							-			768,493
Vesting of restricted stock units		427,937			428			-			-			-		-		(428	)		-				-
Stock based compensation		-			-			-			-			-		-		461,365							-			461,365
Net loss		-			-			-			-			-		-		-			(8,399,166	)			(8,399,166	)
Vesting of restricted stock units		175,157			175			-			-			-		-		(175	)						-			-
Balance at March 31, 2025		24,181,537		$	24,182			3,045,000		$	3,045		$	5,000,000	$	5,000	$	95,385,511		$	(91,198,490	)		$	4,219,248
Net loss																									(10,473,672	)		(10,473,672	)
Balance at March 31, 2026		35,849,919		$	35,850			-		$	-			5,000,000	$	5,000	$	103,584,614		$	649,750			$	(102,075,765	)	$	2,199,449

	Shares			Amount			~~Capital~~Shares			~~Deficit~~Amount			~~Issued~~Shares			~~Total~~Amount			Capital			Deficit			Total
	Common Stock						~~Additional~~Series ~~Paid-in~~A Preferred Stock			~~Accumulated~~			~~Common~~Series ~~Stock~~B toPreferred beStock						Additional Paid-in			Accumulated
	Shares			Amount			~~Capital~~Shares			~~Deficit~~Amount			~~Issued~~Shares			~~Total~~Amount			Capital			Deficit			Total
Balance at March 31, 2023		10,950,220		$	10,950		$	72,420,604		$	(71,844,029	)	$	137,500		$	725,025
Balance at March 31, 2024		17,058,620		$	17,059			-		$	-			-			-		$	83,468,218		$	(82,799,324	)	$	685,953
Balance		10,950,220		$	10,950		$	72,420,604		$	(71,844,029	)	$	137,500		$	725,025
Sale of Common stock and warrants		3,060,588			3,061			-			-			-			-			2,047,039			-			2,050,100
Common stock sold		4,684,048			4,685			6,660,254			-			(137,500	)		6,527,439
Sale of Series A Preferred stock		-			-			3,045,000		$	3,045			-			-			1,214,955			-			1,218,000
Stock issued for services		890,500			891			1,489,950			-			-			1,490,841
Sale of Series B Preferred stock		-			-			-			-			5,000,000		$	5,000			4,995,000			-			5,000,000
Return of stock issued for services		(250,000	)		(250	)		(537,250	)		-			-			(537,500	)
Conversion of debt and interest to common stock		430,798			431			-			-			-			-			301,127			-			301,558
Conversion of debt and interest to common stock		549,340			549			700,206			-			-			700,755
Common stock issued for services		1,120,000			1,120			-			-			-			-			573,171			-			574,291
Value of stock and warrants on extinguishment of debt		-			-			509,310			-			-			509,310
Common stock issued Licensing Agreement		1,000,000			1,000			-			-			-			-			999,000			-			1,000,000
Cashless warrant exercise		34,678			34			(34	)		-			-			-
Common stock issued for investment		230,770			231			-			-			-			-			149,769			-			150,000
Vesting of restricted stock units in lieu of compensation		50,500			51			115,544			-			-			115,595
Cashless warrant exercise		2,316			2			-			-			-			-			(2	)		-			-
Vesting of restricted stock units		149,334			149			(149	)		-			-			-
Cancellation of stock awards		(25,000	)		(25	)		-			-			-			-			(13,725	)		-			(13,750	)
Stock based compensation		-			-			2,109,783			-			-			2,109,783
Common stock in lieu of compensation		725,436			725			-			-			-			-			372,525			-			373,250
		-			-			-			-			-
Stock option buyout program		150,072			150			-			-			-			-			72,658			-			72,808
Net loss		-			-			-			(10,955,295	)		-			(10,955,295	)
Warrant derivative		-			-			-			-			-			-			98,684						98,684
Balance at March 31, 2024		17,058,620		$	17,059		$	83,468,218		$	(82,799,324	)		-		$	685,953
Stock based compensation								-			-			-			-			1,107,520			-			1,107,520
Balance		17,058,620		$	17,059		$	83,468,218		$	(82,799,324	)		-		$	685,953
Vesting of restricted stock units		427,937			428			-			-			-			-			(428	)		-			-
Net loss		-			-			-			-			-			-			-			(8,399,166	)		(8,399,166	)
Balance at March 31, 2025		24,181,537		$	24,182			3,045,000		$	3,045		$	5,000,000		$	5,000		$	95,385,511		$	(91,198,490	)	$	4,219,248

The accompanying notes are an integral part of these consolidated financial statements.

F-65

PETVIVO HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	March 31, 2025			March 31,2024
	March 31, 2026			March 31,2025
	For the Year Ended
	March 31, 2025			March 31,2024
	March 31, 2026			March 31,2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(810,~~399~~473,~~166~~672	)	$	(108,~~955~~399,~~295~~166	)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Stock-based compensation		1,~~107~~879,~~520~~890			21,~~109~~107,~~783~~520
Depreciation and amortization		~~174~~511,~~590~~457			~~126~~174,~~850~~590
Amortization of Right-of-Use Asset		~~178~~31,~~623~~439			-178,623
Unrealized loss on change in fair value of derivatives		~~290~~320,~~616~~404			-290,616
Amortization of debt discount		106,513			-
Loss on disposal of fixed assets		149,125			-
Consulting and investor relations services paid in stock		574,291			857,653
Loss on impairment of licensing agreement		1,000,000			-
Common stock issued in lieu of compensation		373,250			115,595
Loss on write down of inventory		239,935			-
Cancellation of stock award		(13,750	)		-
Amortization of debt discount		936,552			106,513
Common stock issued for stock option buyout program		72,808			-
Common stock issued for services		192,676			574,291
Loss on extinguishment of debt		-			534,366
Stock issued in lieu of compensation, net of cancelled shares		-			359,500
Interest in convertible notes		-			5,699
Common stock issued for stock option buyout program		-			72,808
Gain on Extinguishment of debt		(66,075	)		(385,874	)
Gain on extinguishment of debt		-			(66,075	)
Loss on sale of lease vehicles		~~1,018~~-			-1,018
Changes in Operating Assets and Liabilities
Decrease in prepaid expenses and other assets		97,710			41,870
(Increase) decrease in prepaid expenses and other assets		177,871			97,710
(Increase) decrease in accounts receivable		(4145,~~904~~144	)		68(41,~~020~~904	)
Decrease (increase) in inventory		66,572			(19,793	)
(Increase) decrease in inventory		(454,797	)		66,572
Increase in accounts payable and accrued expenses		271,450			81,538
(Decrease) increase in accounts payable and accrued expenses		(649,027	)		271,450
Lease liabilities		(~~179~~31,~~641~~439	)		-(179,641	)
Accrued interest in notes payable		63107,~~622~~444			-63,622
Net Cash Used In Operating Activities		(5,321,953	)		(7,419,588	)
Net Cash (Used In) Operating Activities		(6,107,286	)		(5,321,953	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		(637,~~434~~734	)		(~~309~~63,~~104~~434	)
Purchase of Licensing Agreement		(500,000	)		-
Payments received on disposal of equipment		4,874			-
Net Cash Used in Investing Activities		(563,434	)		(309,104	)
Payments made on licensing agreement		-			(500,000	)
Security deposits		14,660			-
Net Cash Provided by (Used In) Investing Activities		11,800			(563,434	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the sale of common stock and warrants		2675,~~050,100~~000			62,~~527~~050,~~439~~100
Proceeds from the sale of preferred stock		1,818,000			-
Proceeds from exercise of warrants		-			1,818,000
Proceeds from issuance of convertible notes		1,865,000			670,000
Proceeds from preferred stock subscription receivable		4,400,000			-
Proceeds from issuance of note payable		300,000			150,000
Proceeds from the issuance of convertible debentures		160,000			1,865,000
Repayments of notes payable		(7,427	)		(6,658	)
Proceeds from the exercise of warrants		851,750			-
Net Cash Provided by Financing Activities		6,025,673			7,340,781
Proceeds from the issuance of notes payable		332,000			300,000
Net increase (decrease) in Cash		140,286			(387,911	)
Repayments of notes payable		(350,171	)		(7,427	)
Cash at Beginning of the Year		87,403			475,314
Net Cash Provided by Financing Activities		6,068,579			6,025,673
Cash at End of the Year	$	227,689		$	87,403
Net increase (decrease) in Cash		(26,907	)		140,286	)
Cash at Beginning of the Year		227,689			87,403
Cash at End of the Year	$	200,782		$	227,689
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash Paid During The Year For:
Interest	$	821,~~360~~801		$	18,~~573~~360
Income Taxes	$	-		$	-
SUPPLEMENTAL DISCLOSURE ON NON-CASH FINANCING AND INVESTING ACTIVITIES
Common stock issued on conversion of convertible notes and accrued interest	$	301,558		$	700,755
Derecognition and decrease of operating lease right-of-use asset and lease liability	$	(890,979	)	$	-
Prepaid stock granted for investor relations services	$	-		$	216,978
Common stock issued on conversion of convertible notes and accrued interest	$	2,018,154		$	301,558
(Decrease) increase to operating lease right of use asset and operating lease liabilities	$	~~(53,168~~-	)	$	~~876~~(53,~~367~~168	)
Vesting of restricted stock units	$	~~428~~175		$	-428
Stock issued for investment	$	150,000		$	-
Stock issued for conversion of accounts payable	$	6,000		$	-
Stock issued for licensing agreement	$	1,000,000		$	-
Dividends declared on Series B preferred stock	$	403,603		$	-
Accrued expense for licensing agreement	$	500,000		$	-
Stock issued for conversion of accrued dividends	$	278,603		$	-
Warrants issued as debt discount	$	98,684		$	-
Stock issued for licensing agreement	$	800,000		$	1,000,000
Derivative liabilities as debt discount	$	341,576		$	-
Stock issued for investment	$	-		$	150,000
Preferred stock subscription	$	4,400,000		$	-
(Decrease) increase to accrued expenses for licensing agreement	$	(125,000	)	$	500,000
Warrants issued as debt discount	$	-		$	98,684
Derivative liabilities as debt discount	$	-		$	341,576
Stock to be issued for common stock subscription receivable	$	600,000		$	-
Preferred stock subscription	$	-		$	4,400,000

The accompanying notes are an integral part of these consolidated financial statements.

F-76

PetVivo Holdings, Inc.

Notes to Consolidated Financial Statements

March 31, ~~2025~~2026 and ~~2024~~2025

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

(A) Organization and Description

PetVivo Holdings, Inc. was incorporated in Nevada under aits former name in 2009 and entered its current business in 2014 through a stock exchange reverse merger with PetVivo, Inc., a Minnesota corporation. This merger resulted in PetVivo, Inc. becoming a wholly- owned subsidiary of PetVivo Holdings, Inc. In April 2017, PetVivo Holdings, Inc. acquired another Minnesota corporation, Gel-Del Technologies, Inc., through a statutory merger, which is also a wholly-owned subsidiary of PetVivo Holdings, Inc. In April 2025, PetVivo Holdings, Inc. changed the name of its wholly-owned subsidiary PetVivo, Inc. to PetVivo Animal Health, Inc. to better reflect the industry in which PetVivo Holdings, Inc. ~~sell~~sells ~~our~~its products.

The Company is in the business of licensing and commercializing our proprietary medical devices and biomaterials for the treatment and/or management of afflictions and diseases in animals, initially for dogs and horses. The Company began commercialization of its lead product Spryng® with OsteoCushion® Technology, a veterinarian-administered, intraarticular injection for the management of lameness and other joint afflictions such as osteoarthritis in dogs and horses in September 2021. The Company has a pipeline of additional products for the treatment of animals in various stages of development. A portfolio of nineteen patents protects the Company’s biomaterials, products, production processes and methods of use. In February 2025, The Company signed an exclusive licensing agreement with VetStem, Inc. to market and sell their ~~Precise~~PrecisePRP™ ~~PRP~~ (Platelet-Rich Plasma) product for both canine and equine. Revenues are expected in fiscal year 2026. The Company’s operations are conducted from its headquarter facilities in suburban Minneapolis, Minnesota.

(B) Basis of Presentation

The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

(C) Principles of Consolidation

The accompanying consolidated financial statements include all the accounts of ~~the~~ PetVivo Holdings, Inc., and ~~and~~ its two wholly- owned Minnesota corporations, Gel-Del Technologies, Inc. and PetVivo Animal Health, Inc. (collectively, the “Company”). All intercompany transactions have been eliminated upon consolidation.

The Company is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2021 and has elected to comply with certain reduced public company reporting requirements.

(D) Use of Estimates

~~The~~ In preparation of the consolidated financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include allowance for credit losses, inventory obsolescence, estimated useful lives and potential ~~impairment~~ impairment of property and equipment and intangibles, estimate of fair value of share-based payments, distributor rebate payable, provision ~~for~~ for product returns, right of use lease assets and liabilities and valuation of deferred tax assets.

F-7

(E) Cash and Cash Equivalents

The Company considers all highly-liquid, temporary cash investments with original maturity of three months or less to be cash equivalents. The Company had no cash equivalents at March 31, ~~2025~~2026 and ~~2024~~2025.

(F) Concentration Risk

The Company maintains its cash with various financial institutions, which at times may exceed federally insured limits. At March 31, ~~2025~~2026 and ~~2024~~2025, the Company did not have cash balances in excess of the federally insured limits.

F-8

(G) Accounts Receivable

Accounts receivable is carried at ~~their~~its contractual amounts, less an estimated allowance for credit losses. Management estimates the ~~allowance for~~ credit losses using a loss-rate approach based on historical loss information, adjusted for management’s expectations about current and future economic conditions, as the basis to determine expected credit losses. Management exercises significant judgment in determining expected credit losses. Key inputs include macroeconomic factors, industry trends, the creditworthiness of counterparties, historical experience, the financial conditions of the customers, and the amount and age of past due accounts. Management believes that the composition of receivables ~~at year-end~~ is consistent with historical conditions as credit terms and practices and the client base has not changed significantly. Receivables are considered past due if full payment is not received by the contractual due date. Past due accounts are generally written off against the allowance for credit losses only after all collection attempts have been exhausted. As of March 31, ~~2025~~2026 and ~~2024~~2025, the Company had not recorded an allowance for credit losses, as management determined that no reserve was necessary based on its assessment of the collectability of outstanding balances and the credit quality of its customers.

(H) Inventory

Inventory is stated at the lower of cost orand ~~market~~net realizable value. Cost is determined using the first-in, first-out (FIFO) method. Inventory consists primarily of finished goods.

The Company evaluates inventory for excess, and obsolescence based on factors such as current inventory levels, estimated product life cycles, historical and forecasted customer demand, and input from the product development team. When necessary, a reserve is recorded to reduce the carrying value of inventory to its estimated net realizable value. These estimates and assumptions are reviewed at least annually and updated as needed based on the Company’s business plans and market conditions. AsThe Company recorded an inventory reserve of $239,935 and $0 as of March 31, ~~2025~~2026 and ~~2024~~2025, respectively. The inventory reserve is due to a re-negotiation of the ~~Company~~VetStem ~~determined~~licensing agreement whereby the PrecisePRP product ~~that~~has nonot been selling as originally expected. Therefore, management decided to sell the PrecisePRP product line at a discount, as to reduce the inventory levels, resulting in the Company recording an inventory reserve ~~was~~of ~~required~~$239,935.

(I) Property & Equipment

Property and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method (after considering their respective estimated residual values) over the assets estimated useful life of 3 to 5 years for production and computer equipment and furniture. Leasehold ~~and~~improvements 5are todepreciated 7using ~~years~~the ~~for leasehold~~straight-line method over the shorter of the estimated useful lives of the improvements or the remaining lease term (including renewal periods that are reasonably certain to be exercised).

(J) Patents and Trademarks

The Company capitalizes direct costs for the maintenance and advancement of their patents and trademarks and amortizes these costs over ~~the~~ the lesser of the useful life of 60 months or the legal life of the patent. WeThe ~~evaluate~~Company evaluates the recoverability of intangible assets periodically by ~~considering~~ considering events or circumstances that may warrant revised estimates of useful lives or that indicate the asset may be impaired. The Company has chosen to amortize over a sixty (60) month period, as the patent assets are expected to generate economic benefits for only five (5) years.

(K) Loss Per Share

The Company ~~follows~~calculates ~~Financial~~earnings ~~Accounting~~(loss) ~~Standards~~per ~~Board~~share (“~~FASB~~EPS”) ~~Accounting~~in ~~Standards Codification~~accordance (“with FASB ASC”) 260, ~~when~~Earnings ~~reporting~~Per Share. ~~Loss~~Basic ~~Per~~EPS ~~Share~~is ~~resulting~~computed inby dividing the ~~presentation~~net ofloss ~~basic~~attributable ~~and~~to ~~diluted~~common stockholders by the weighted-average number of common shares outstanding during the period. Diluted loss per share~~. Because~~ reflects the ~~Company~~potential ~~reported~~dilution athat ~~net~~could ~~loss~~occur ~~for~~if ~~each~~securities ofor other contracts to issue common stock were exercised or converted into common stock. For the years ended March 31, ~~2025~~2026 and ~~2024~~2025, ~~common~~the ~~stock~~Company ~~equivalents,~~reported ~~including~~a ~~preferred~~net ~~stock~~loss; therefore, ~~stock~~diluted ~~options~~EPS ~~and~~is ~~warrants~~calculated ~~were~~the ~~anti-dilutive;~~same ~~therefore~~as basic EPS, as the ~~amounts~~inclusion ~~reported~~of ~~for~~all ~~basic~~potentially ~~and~~dilutive ~~diluted~~securities ~~loss per~~would ~~share~~be ~~were the same~~anti-dilutive.

FThe following securities were excluded from the calculation of diluted loss per share because their effect would have been anti-9dilutive:

	·	Options and warrants: 16,035,035 shares (2026); 14,668,813 shares (2025)
	·	Unvested RSUs: 0 shares (2026); 205,314 shares (2025)

F-8

(L) Revenue Recognition

The Company recognizes revenue in accordance with FASB ASC 606 “Revenue from Contracts with Customers.”

The Company derives revenue from the sale of its pet care products directly to its veterinarian customers in the United States. The Company recognizes revenue when performance obligations under the terms of a contract with the veterinarian customer are satisfied. Product sales occur once control or title is transferred based on the commercial terms. Revenue is recognized upon delivery to the customer, which is when control of these products is transferred and in an amount that reflects the consideration the Company expects to receive for these products. Shipping costs charged to customers are reported as an offset to the respective shipping costs. The Company does not have any significant financing components as payment is received at or shortly after the point of sale.

The Company entered into a Distribution Services Agreement (the “Agreement”) with MWI Veterinary Supply Co. (the “Distributor”) on June 17, 2022. Contracts with the Distributor are evidenced by individual executed purchase orders subject to the terms of the Agreement. The contracts consist of a single performance obligation related to the sale of our pet care products. Product sales occur once control or title is transferred based on the commercial terms in the Agreement. Revenue is recognized upon delivery to the Distributor; payment is due within 60 days. The Agreement provides for a distribution fee payable to the Distributor equal to 5% of gross monthly sales payable in 45 days; the distribution fee is netted against revenue. The Agreement provides for a rebate payable to the Distributor based on annual sales volume that is retroactively applied. The rebate is estimated under the expected value method and is netted against revenue. Sales are subject to various right of return provisions; the Company uses an expected value method to estimate returns and has determined that any returns would be immaterial as of March 31, 2026 ~~2025~~ and ~~2024~~2025. As a result, there is no return liability recorded. Shipping and handling costs are a fulfillment activity and are reported as cost of sales. In March 2025, the Company mutually terminated its non-exclusive distribution agreement with MWI. Therefore, we have no distribution fees, no rebates and no right of return provisions. As a result, the Company no longer has any distribution fees, rebates or return liabilities recorded during our fiscal year ending March 31, 2026.

For the years ended March 31, ~~2025~~2026 and ~~2024~~2025, the Company recognized revenue from product sales under the Agreement of $~~430,818~~0 and $~~626~~430,~~176~~818, respectively. This represents 380% and 6538% of total revenues for the years ended March 31, ~~2025~~2026 and ~~2024~~2025, respectively.

Assets and liabilities (included in accrued expenses) under the Agreement were as follows:

	March 31, 2025		March 31, 2024
	March 31, 2026		March 31, 2025
Accounts receivable	$	-	$	~~18,669~~-
Rebate liability		57,264		57,264
Distribution fee payable		2,299		72,~~583~~299

~~The Company~~We ~~entered~~currently ~~into~~don’t ahave ~~Distribution~~any ~~Services~~distributor ~~Agreement~~agreements ~~(the~~in ~~“Agreement”)~~place, ~~with~~as ~~Covetrus North America LLC~~of ~~(“Covetrus”)~~March ~~on December 18~~31, ~~2023~~2026. ~~Contracts~~Product ~~with~~sales ~~Covetrus~~for ~~are~~all ~~evidenced~~domestic byshipments ~~individual~~into ~~executed purchase orders subject to~~ the ~~terms~~United ofStates ~~the Agreement. The contracts consist of a single performance obligation related to the sale of our pet care products. Product sales~~ occur once control or title is transferred based on the commercial terms inpurchase ~~the Agreement~~orders. Revenue is recognized upon delivery to the Distributor; ~~payment is due within 60 days. The Agreement provides for a distribution fee payable to the Distributor equal to 1% of gross monthly sales payable~~ in ~~45 days;~~ the ~~distribution~~United ~~fee~~States, iswith ~~netted~~international ~~against~~shipments, freight ~~revenue.~~terms ~~Sales~~ are ~~subject~~FOB toour ~~various~~warehouses, ~~right~~as ~~of return~~ownership ~~provisions;~~transfers ~~the~~for ~~Company~~these ~~uses~~international anshipments ~~expected~~when ~~value~~our ~~method~~product tois ~~estimate~~picked ~~returns~~up; ~~and has determined that any returns would be~~payment ~~immaterial as of March 31, 2025 and 2024. As a result, there~~ is nodue ~~return~~within ~~liability~~30 ~~recorded.~~days ~~Shipping~~for ~~and~~domestic ~~handling~~orders ~~costs are a fulfillment activity~~ and ~~are reported as cost of sales. In February 2025, the Company mutually terminated its non~~payment-~~exclusive~~in-advance ~~distribution agreement~~for ~~with~~international ~~Covetrus~~distributors.

FFrom time-10to-time, we honor returns for short-dated inventory (close to expiration). Inasmuch, sales periodically are subject to returns; the Company uses an expected value method to estimate returns and has determined that any returns would be immaterial as of March 31, 2026 and 2025. As a result, there is no return liability recorded. Shipping and handling costs are a fulfillment activity and are reported as cost of sales.

For the years ended March 31, ~~2025~~2026 and ~~2024~~2025, the Company recognized revenue from product sales to Covetrus of $~~44,015~~0 and $~~105~~44,~~637~~015, respectively. This represents 40% and 114% of total revenues for the years ended March 31, ~~2025~~2026 and ~~2024~~2025, respectively. There were no accounts receivable from Covetrus at March 31, ~~2025~~2026 and ~~2024~~2025. As of February 28, 2025, the Company no longer has a distribution agreement in place with Covetrus, whereby the Company no longer has any distribution fees, rebates or return liabilities recorded for the fiscal year ending March 31, 2026.

In December 2024, the Company entered into new wholesale distribution partnerships with Vedco, Inc. (“Vedco”) and Clipper Distributing, LLC (“Clipper”). A distribution service agreement was not signed with either distribution partner. Contracts with both distribution partners are evidenced by individual executed purchase orders. The purchase orders consist of a single performance obligation related to the sale of our pet care products. Product sales occur once control or title is transferred based on the terms in the purchase order. Revenue is recognized upon delivery to the Distributor; payment is due within 30 days. Neither distribution partnership provides for a distribution fee payable or a rebate payable.F-9

~~For~~In December 2024, the ~~years~~Company ~~ended~~entered ~~March~~into 31new wholesale distribution partnerships with Vedco, ~~2025~~Inc. (“Vedco”) and ~~2024~~Clipper Distributing, ~~the~~LLC ~~Company~~(“Clipper”). ~~recognized~~A ~~revenue~~distribution ~~from~~service ~~product~~agreement ~~sales~~was not signed with either distribution partner. Contracts with both distribution partners are evidenced by individual executed purchase orders. The purchase orders consist of a single performance obligation related to ~~Vedco~~the sale of ~~$288,929~~our ~~and~~pet ~~$0,~~care ~~respectively~~products. Product sales occur once control or title is transferred ~~This~~based ~~represents~~on ~~26%~~the ~~and~~terms 0%in ofthe ~~total~~purchase ~~revenues~~order. ~~for~~Revenue is recognized upon delivery to the ~~years~~Distributor ~~ended~~for ~~March~~domestic 31shipments, ~~2025~~ and ~~2024~~for international shipments, ~~respectively.~~ownership ~~Accounts~~transfers ~~receivable~~at ~~from~~the ~~Vedco~~point of freight pickup from ~~was~~our ~~$53~~warehouse,~~904~~ ~~and~~at $0which attime ~~March~~we ~~31,~~recognize ~~2025~~the ~~and~~revenue ~~2024~~for these international customers; payment is due within 30 days. Neither distribution partnership provides for a distribution fee payable or a rebate payable.

For the years ended March 31, ~~2025~~2026 and ~~2024~~2025, the Company recognized revenue from product sales to ~~Clipper~~Vedco of $~~194~~809,~~504~~ 161 and $0288, 929, respectively. This represents 1771% and 026% of total revenues for the years ended March 31, ~~2025~~2026 and ~~2024~~2025, respectively. ~~There~~Accounts ~~were~~receivable nofrom Vedco was ~~accounts~~$83,494 ~~receivable~~and ~~from~~$53,904 ~~Clipper~~ at March 31, ~~2025~~2026 and ~~2024~~2025.

For the years ended March 31, 2026 and 2025, the Company recognized revenue from product sales to Clipper of $40,521 and $194,504, respectively. This represents 4% and 17% of total revenues for the years ended March 31, 2026 and 2025, respectively. There were no accounts receivable from Clipper at March 31, 2026 and 2025.

(M) Research and Development

The Company expenses research and development costs as incurred.

(N) Fair Value of Financial Instruments

FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) establishes a framework for all fair value measurements and expands disclosures related to fair value measurement and developments. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories:

	●	Level 1 - quoted market prices in active markets for identical assets or liabilities.

	●	Level 2 - inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

	●	Level 3 - unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The carrying amounts of the Company’s financial instruments, such as cash, accounts receivable, accounts payable and other liabilities. approximates their fair value as of March 31, ~~2025~~ 2026, and March 31, ~~2024~~2025, due to the short-term nature of these items.

The fair value of the Company’s debt approximates its carrying value as of March 31, ~~2025~~2026 and ~~2024.~~2025 ~~Factors that~~because the ~~Company~~stated ~~considered~~interest ~~when~~rates ~~estimating~~and ~~the~~terms ~~fair value~~ of ~~its~~the debt ~~included~~are ~~market~~consistent ~~conditions,~~with ~~liquidity~~those ~~levels~~currently inavailable to the ~~private~~Company ~~placement market,~~for ~~variability~~similar ~~in pricing from multiple lenders and terms of debt~~instruments.

(O) Stock-Based Compensation

The Company accounts for stock-based compensation under the provisions of FASB ASC 718, Compensation—Stock Compensation, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. The Company estimates the fair value of stock-based awards on the date of grant using the Black-Scholes model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method. In accordance with ASU No. 2018-07, Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting share-based payment transactions for acquiring goods and services from nonemployees are included. Consistent with the accounting requirement for employee share-based payment awards, nonemployee share-based payment awards within the scope of Topic 718 are measured at grant-date fair value of the equity instruments that an entity is obligated to issue when the good has been delivered or the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied.

F-1110

(P) Income ~~Taxes~~Tax Provision

The Company ~~accounts~~is ~~for~~subject to income taxes ~~under~~in ~~FASB~~the ~~ASC 740~~U.S. The ~~Deferred~~determination ~~tax~~of ~~assets~~these ~~and~~tax liabilities ~~are~~requires ~~determined~~estimation, ~~based~~significant ~~upon~~judgment, ~~differences between financial reporting~~ and ~~tax~~interpretation ~~bases~~ of ~~assets~~U.S. ~~and~~federal ~~liabilities~~ and ~~are~~state ~~measured using the enacted~~ tax statutes, ~~rates~~regulations, and ~~laws~~case ~~that will be in effect when the differences are expected to reverse~~laws. AAdditionally, ~~valuation~~governing ~~allowance~~tax islegislation ~~provided~~could ~~when~~change itsignificantly iswith ~~more~~little ~~likely~~or ~~than~~no ~~not~~notice. ~~that~~It ~~some~~is ~~portion~~important orfor ~~all~~us ofto amonitor ~~deferred~~economic, ~~tax asset will not be realized. As required by FASB ASC 450~~political, ~~the~~and ~~Company~~other ~~recognizes~~conditions ~~the~~in ~~financial statement benefit of a tax position only after determining that~~ the ~~relevant~~various ~~tax~~countries ~~authority~~with ~~would~~operations ~~more~~as ~~likely~~changes ~~than~~in ~~not~~a ~~sustain the~~jurisdiction’s ~~position~~conditions ~~following~~could animpact ~~audit. For tax positions meeting~~ the ~~more-likely-than-not threshold, the~~ amount ~~recognized~~of indeferred ~~the~~tax ~~financial statements~~assets isor ~~the~~our ~~largest~~ability ~~benefit~~to ~~that~~utilize ~~has~~deferred atax ~~greater~~assets ~~than~~in ~~50 percent likelihood of being realized upon ultimate settlement with~~ the ~~relevant~~ ~~tax authority~~future.

The Company accounts for income taxes in accordance with FASB ASC 740, Income Taxes, using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the consolidated financial statement carrying amounts and the tax bases of assets and liabilities, as well as for net operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates and laws expected to apply when the related temporary differences reverse or the carryforwards are utilized. The Company establishes a valuation allowance to reduce deferred tax assets to the amount expected to be realized when, based on the available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

As required by FASB ASC 450, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company recognizes interest and penalties related to unrecognized income tax benefits in the provision for income tax expense.

The Company is not currently under examination by any federal or state jurisdiction.

The Company’s policy is to record tax-related interest and penalties as a component of operating expenses.

(Q) Recently Issued Accounting Pronouncements

In ~~June~~December ~~2016~~2023, the FASB issued ~~Accounting Standards Update (“~~ASU”) ~~No. 2016~~2023-1309, ~~Financial~~Income ~~Instruments~~Taxes ~~– Credit Losses~~ (Topic ~~326~~740),: ~~Measurement~~Improvements ofto ~~Credit~~Income ~~Losses~~Tax onDisclosures. ~~Financial~~This ~~Instruments,~~ASU asrequires ~~modified~~disaggregated byinformation ~~FASB~~about ~~ASU~~a ~~No.~~reporting ~~2019-10~~entity’s ~~and~~effective ~~other~~tax ~~subsequently~~rate ~~issued~~reconciliation ~~related~~as ~~ASUs.~~well ~~The~~as ~~amendments~~information inon ~~this~~income ~~Update~~taxes ~~affect~~paid. ~~loans,~~The ~~debt~~standard ~~securities,~~is ~~trade~~intended ~~receivables, and any other financial assets that have the contractual right~~ to ~~receive~~benefit ~~cash.~~investors ~~The~~by ~~ASU~~providing more ~~requires~~detailed anincome ~~entity~~tax todisclosures ~~recognize~~that ~~expected~~would ~~credit~~be ~~losses~~useful ~~rather than~~in ~~losses~~making ~~incurred~~capital ~~for~~allocation ~~financial assets~~decisions. ~~The~~This ~~amendments~~ASU inis ~~this Update are~~ effective for public entities with fiscal years beginning after December 15, ~~2022, including interim periods within those fiscal years~~2024. The Company adopted this ~~new~~ guidance ~~effective~~for ~~January~~the 1year ended March 31, ~~2023~~2026 ~~utilizing~~and ~~the~~applied ~~modified~~the ~~retrospective~~guidance ~~transition~~on ~~method~~a retrospective basis. The adoption ~~of this standard~~ did not have a material impact on the ~~Company’s~~ consolidated financial statements,. ~~but~~Refer ~~did~~to ~~change~~Note ~~how the allowance~~ 14 for ~~credit~~further ~~losses is determined~~details.

~~In November 2023, the FASB issued ASU 2023~~F-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose significant segment expenses and other segment items on an interim and annual basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative threshold to determine its reportable segments. The new disclosure requirements are also applicable to entities that account and report as a single operating segment entity. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. The Company adopted the guidance for the annual reporting period ended March 31, 2025. There was no impact on the Company’s reportable segments identified.11

NOTE 2 – ~~RECLASSIFICATION OF PRIOR YEAR PRESENTATION~~INVENTORY

~~Reclassification.~~Inventory ~~Certain~~consists ~~prior~~of ~~period~~the ~~amounts~~following ~~have~~at ~~been~~March ~~reclassified~~31, to2026 ~~conform~~and toMarch ~~current~~31, ~~period presentation.~~2025:

Certain prior year research and development costs have been reclassified from costs of sales to research and development operating expense for consistency with the current year presentation in the Consolidated Statements of Operations. There were no reclassifications made to the Consolidated Balance Sheets, Consolidated Statements of Changes in Stockholders’ Equity or Consolidated Statements of Cash Flows.

F-12

NOTE 3 – INVENTORY

Inventory consists of the following at March 31, 2025 and March 31, 2024:

SCHEDULE OF INVENTORY

	2025		2024
	March 31, 2026		March 31, 2025
Finished goods	$	21,782	$	35,442
Finished goods, net of allowances	$	291,218	$	21,782
Work in process		4121,~~540~~850		2041,~~289~~540
Raw materials		~~260~~225,~~182~~298		~~334~~260,~~345~~182
Total	$	~~323~~538,~~504~~366	$	~~390~~323,~~076~~504

~~NOTE~~As 4of –March ~~PREPAID~~31, ~~EXPENSES~~2026, ~~AND~~the ~~OTHER~~Company ~~CURRENT~~recorded ~~ASSETS~~an inventory allowance of $239,935 to reserve for the current market conditions with its licensed PrecisePRP™ (Platelet-Rich Plasma) product. The Company is undergoing negotiations to terminate its current licensing agreement with VetStem, whereby the PrecisePRP product has not been selling as originally expected. Therefore, management decided to sell the PrecisePRP product line at a discount, as to reduce the inventory levels, resulting in the Company recording an inventory reserve of $239,935.

~~Prepaid~~NOTE 3 ~~expenses~~– ~~and~~PREPAID ~~other~~EXPENSES ~~current~~AND ~~assets~~OTHER ~~consists~~CURRENT ~~of the following at March 31, 2025 and 2024.~~ASSETS

~~SCHEDULE~~As of OFMarch ~~PREPAID~~31, ~~EXPENSES~~2026, ~~AND~~the ~~OTHER~~Company ~~ASSETS~~had $269,930 in prepaid expenses and other current assets consisting primarily of $102,000 in insurance costs, $72,000 in prepaid investor relations expenses, $47,000 in software subscription fees, $36,000 in OTC markets and FINRA fees, and $9,000 in consulting fees.

	2025		2024
Supplier advance		195,000		-
Insurance		128,000		138,000
Investor relations services		47,000		217,000
Rent		26,000		25,000
Software subscription fees		24,000		20,000
Nasdaq and FINRA fees		20,000		67,000
Trade shows		4,000		44,000
Consulting		-		26,000
Other		3,801		8,512
Total	$	447,801	$	545,512

As of March 31, 2025, the Company had $447,801 in prepaid expenses and other current assets consisting primarily of $195,000 of supplier advance, $128,000 in insurance costs, $47,000 in investor relations services, $26,000 in rent, $24,000 in software subscription fees and $20,000 in Nasdaq and FINRA fees.

NOTE 54 – PROPERTY AND EQUIPMENT, NET

Property and equipment consists of the following at March 31, ~~2025~~2026 and ~~2024~~2025:

SCHEDULE OF PROPERTY AND EQUIPMENT

	2025			2024
	March 31, 2026			March 31, 2025
Leasehold improvements	$	~~424~~258,~~041~~099		$	~~418~~424,041
Production equipment		~~708~~619,~~150~~229			~~661~~708,~~204~~150
R&D equipment		25,184			25,184
Computer equipment and furniture		155,~~305~~306			~~144~~155,~~817~~305
Total, at cost		1,~~312~~057,~~680~~818			1,~~249~~312,~~246~~680
Accumulated depreciation		(~~545~~608,~~806~~937	)		(~~427~~545,~~590~~806	)
Property and equipment, net	$	~~766~~448,~~874~~881		$	~~821~~766,~~656~~874

For the years ended March 31, ~~2025~~2026 and ~~2024~~2025, depreciation expense was $~~118~~63,~~216~~131 and $118,~~300~~216, respectively.

NOTE 65 – PATENTS AND TRADEMARKS, NET

The components of patents and trademarks, all of which are finite-lived, were as follows:

	March 31, 2025			March 31, 2024
	March 31, 2026			March 31, 2025
Patents	$	3,870,057		$	3,870,057
Trademarks		26,142			26,142
Total at cost		3,896,199			3,896,199
Accumulated Amortization		(3,~~872~~875,~~474~~690	)		(3,~~866~~872,~~100~~474	)
Patents and trademarks, net	$	2320,~~725~~509		$	3023,~~099~~725

For the years ended March 31, 2025 and 2024, amortization expenses was $6,374 and $8,550, respectively. The annual amortization expense will be $6,374 for each of the next three years, from 2026 through 2028, and $4,603 in 2029, whereby the net intangible assets will be fully amortized.F-12

~~F-13~~For the years ended March 31, 2026 and 2025, amortization expenses were $3,216 and $6,374, respectively. The Company currently has six (6) U.S. and four (4) foreign patents issued, with two (2) additional patent applications pending with the United States Patent and Trademark Office

NOTE 76 – LICENSING AGREEMENTS

The components of licensing agreements, all of which are finite-lived, were as follows:

	March 31, 2025			March 31, 2024
	March 31, 2026			March 31, 2025
License Agreement	$	2,000,000		$	-
License Agreements	$	2,800,000		$	2,000,000-
Accumulated Amortization		(50,000	)		-
Impairment write-off		(1,000,000	)		-
Total net	$	1,950,000		$	-
Contract Liability		(125,000	)		-
Accumulated Amortization		(495,111	)		(50,000	)
Total net	$	1,179,889		$	1,950,000

In February 2025, the Company signed an exclusive licensing agreement with VetStem, Inc. to market and sell their ~~Precise~~PrecisePRP™ ~~PRP~~ (Platelet-Rich Plasma) for both canine and equine products. The exclusive licensing agreement is a ~~5 five~~five5-year agreement whereby the Company paid an initial licensing fee of $2,000,000, which was paid in a combination of $500,000 cash, $1,000,000 in in stock issuances and $500,000 in future contract payments. The Company paid $125,000 ~~which~~in iscontract payments in August 2025 and $125,000 in November 2025. Future contract payments included in accrued expenses as of March 31, 2026 and 2025. were $125,000 and $500,000, respectively. The licensing fee ~~will~~is be amortized over sixty (60) months, the term of the agreement. The licensing agreement also has a nominal royalty fee payment between 3% to 4.5%, commencing in the seventh month of the licensing agreement. The royalty fee expense was $10,837 and $0 for the years ended March 31, ~~2025~~2026, and ~~2024 were $0 and $0~~2025, respectively. WeThe Company also issued 250,000 warrants, with a strike price of $1.25 per share for a term of three years. The total warrant expense is fair valued at $46,030 to be amortized over thirty-six months. The Company used the Black-Scholes option pricing model to calculate the warrant fair value, with the following assumptions: no dividend yield, expected volatility of 115.1%, risk free interest rate of 4.02%, and expected warrant life of 3 years. Warrant expense was $15,348 and $1,913 for the years ended March 31, 2026, and 2025, respectively.

~~For~~Amortization ~~the~~expense ~~years~~was ~~ended~~$400,000 ~~March~~and 31$50,000 ~~2025~~for ~~and~~the ~~2024,~~years ~~amortization~~ended ~~expenses~~March ~~was~~31, ~~$50~~2026,~~000~~ and $02025, respectively.

~~NOTE~~As 8of –March ~~ACCRUED~~31, ~~EXPENSES~~2026, the Company decided the long-term viability of selling the VetStem PrecisePRP products was not in the Company’s best interests, as the market is not accepting the PRP product as expected. The Company sent VetStem on Notice of Termination for the license agreement, along with a transition period to move the remaining inventory within a six to nine month period. This licensing agreement Notice of Termination effectively reduces the licensing agreement from 60 months to 24 months, resulting in a licensing agreement impairment expense for the reduction of the licensing period. As of March 31, 2026, the Company recorded an impairment expense of $1,000,000. As a result of termination negotiations, the Company derecognized the $125,000 final milestone payment obligation, resulting in a corresponding reduction of the related contract payable.

In September 2025, the Company signed an exclusive licensing agreement with Digital Landia Holding Corp to utilize their Artificial Intelligence (AI) under a B2B white-label model to target a bigger share of the veterinary industry within North America, the United Kingdom, and potentially other markets. The Company will market the software as its own brand and logo through exclusive Software-as-a-Service access rights. The exclusive licensing agreement is a ten10-year agreement whereby the Company issued 1,000,000 shares of its common stock, with a fair value of $800,000, for the licensing fee. The fair value of the common stock issued as consideration was determined based on the quoted market price of the Company’s common stock on the measurement date. The licensing fee is recorded as an intangible asset and is amortized over one-hundred twenty (120) months, the term of the agreement. The licensing agreement also has a royalty fee payment between 10% and 15%, commencing in the thirteenth month of the licensing agreement. No royalty expense was incurred for the year ended March 31, 2026.

Amortization expense was $45,111 and $0 for the years ended March 31, 2026, and 2025, respectively.

F-13

NOTE 7 – ACCRUED EXPENSES

The components of accrued expenses were as follows:

	March 31, 2025		March 31, 2024
	March 31, 2026		March 31, 2025
Contract payable	$	~~500~~125,000	$	-500,000
Accrued payroll and related taxes		~~284~~134,~~312~~000		~~111~~284,~~353~~312
Accrued expenses		~~164~~194,~~242~~713		~~131~~164,~~677~~242
Total	$	~~948~~453,~~554~~713	$	~~243~~948,~~030~~554

Pursuant to a lease on ~~our~~the Company’s manufacturing facility, the Company had recorded $332,238 as a payable to the lessor. As of March 31, 2024, the Company determined that this payable along with other vendor payables of $53,636, totaling $385,874 was included in accounts payable had exceeded the statute of limitations for payments, despite the Company’s best efforts to pay, and was unable to do so. As of March 31, 2025, the Company determined that $66,075 of accounts payable had exceeded the statute of limitations for payments for the period ending March 31, 2025. As a result, following legal advice, a total of $66,075 ~~and $385,874~~ of these payables were extinguished from the Company’s balance sheets at March 31, 2025 ~~and 2024~~, ~~respectively~~ and the gain on extinguishment of debt was included in other income on the Consolidated Statement of Operations. There were no accounts payable that were extinguished from the Company’s balance sheet at March 31, 2026.

NOTE 98 – NOTES PAYABLE AND ACCRUED INTEREST

In January 2020, the Company entered into a lease amendment for ~~our~~its corporate office facility whereby the lease term was extended through November of 2026 in exchange for a loan of $42,500. The note payable accrues interest at a rate of 6% per annum. The Company paid off the loan in its entirety in September 2025. As of March 31, ~~2025~~2026 and ~~2024~~ 2025, the amount outstanding on the note was $~~13,244~~0 and $2013,~~528~~244, respectively. As of March 31, 2025, the Company classified $7,802 as a current liability and $5,442 in other liabilities. ~~As of March 31, 2024, the Company classified $7,356 as a current liability and $13,171 in other liabilities.~~

On December 20, 2024, the Company entered into a promissory note for $100,000. The note accrued interest at a rate of 12% per annum. The entire unpaid principal balance, together with interest, shall be due and payable in full on or before the 20th day of June 2025, with an amended maturity date of December 31, 2025. On March 3, 2025, the Company entered into another promissory note for an additional $200,000 with the same terms. The entire unpaid principal balance, together with interest, shall be due and payable in full on or before ~~the~~September ~~3rd day~~3, of2025. ~~September~~On 3July 15, 2025, the Company repaid in full $315,618 of the promissory note plus accrued interest of $15,618.

~~The~~In ~~total~~May ~~non-convertible~~and June 2025, the Company entered into three separate promissory notes ~~payables~~totaling $12,000. ~~including~~The notes accrued interest, ~~for~~at ~~these~~a ~~three~~rate ~~notes~~of 10% ~~for~~per ~~the~~annum. ~~year~~The ~~ended~~entire ~~March~~unpaid 31principal balance, ~~2025~~together ~~totals~~with ~~$318~~interest,~~307 consisting~~ ofshall ~~$312,865~~be ~~current~~due ~~portion~~and ~~with~~payable ~~the~~in ~~long-term~~full ~~portion~~on inor ~~other~~before ~~liabilities~~the earlier of $5December 31,~~442~~ 2025, ~~and~~or ~~for~~ the ~~year~~date ~~ended~~the ~~March~~Company ~~31,~~receives ~~2024 totals~~the ~~$20,415~~remaining ~~consisting~~balance of the $~~7,244~~5 ~~current~~million ~~portion~~Series ~~with~~B Subscription. The Company repaid the ~~long-term~~three ~~portion~~promissory innotes ~~other~~plus ~~liabilities~~accrued interest of $13293 for a total of $12,~~171~~293 on July 14, 2025.

~~These~~In ~~note~~February ~~payments~~and ~~for~~March 2026, the ~~next~~Company ~~five~~entered ~~years~~into ~~are~~two asseparate ~~follows:~~promissory ~~2026~~notes ~~through~~totaling ~~2030~~$320,000. isThe ~~$312~~notes accrued interest at a rate of 6% per annum. The first promissory note was initiated on February 26,~~865~~ 2026, in the amount of $5150,~~442~~000 with a maturity date of February 26, $02027. The second promissory note was initiated on March 11, $02026, ~~and~~in the amount of $0170,000 ~~respectively.~~with ~~None~~a maturity date of ~~the~~March 11, 2027. ~~promissory~~Accrued ~~notes~~interest ~~listed~~on ~~above~~both ~~have~~notes ~~any~~at ~~collateral~~March ~~attached~~31, to2026, ~~them~~was $1,447.

~~Interest~~As ~~expense~~of ~~for~~March ~~the~~31, ~~years~~2026, ~~ended~~total non-convertible notes payable, including accrued interest, were $321,447, consisting of $321,447 classified as current liability and $0 classified as long-term liabilities. As of March 31, 2025, ~~and~~the ~~2024~~balance ~~was~~totaled $6318,~~138~~307, consisting of $312,865 classified as current liability and $15,~~573,~~442 ~~respectively~~classified as long-term liabilities within other liabilities.

Interest expense for the years ended March 31, 2026 and 2025 was $12,667 and $6,138, respectively. Repayments of notes payable for the years ended March 31, 2026 and 2025 was $350,171 and $7,427, respectively.

NOTE 9 – CONVERTIBLE NOTES PAYABLE AND ACCRUED INTEREST

On March 8, 2024, the Company entered into a convertible promissory note for $150,000. The note accrued interest at a rate of 10% per annum. The principal and accrued interest were due in April 2024. The holder of the note had the option to convert the principal and accrued interest into shares of the Company’s common stock at a conversion rate of $0.70 per share. On April 10, 2024, the company entered into another promissory note for an additional $150,000 whereby the new principal balance was $300,000 with the same terms. On April 29, 2024, the noteholder converted the $300,000 principal balance, along with $1,558 of accrued interest into 430,798 common shares.

F-14

~~NOTE~~From September 1, 2024 through March 31, 2025, the Company borrowed $1,715,000 in convertible promissory notes with conversion terms of the lessor of our stock trading price or $0.50 per share with an interest rate of 10% –per annum. ~~CONVERTIBLE~~On ~~NOTES~~June ~~PAYABLE~~10, ~~AND~~2025, the Company entered into a promissory note for $160,000 at ~~ACCRUED~~a ~~INTEREST~~rate of 10% per annum and a maturity date of December 31, 2025. This note included the issuance of 75,000 warrants, with a two-2year term and a strike price of $0.75 per share and had a fair value of $23,649. The Company used the Black-Scholes option pricing model to calculate the warrant fair value, with the following assumptions: no dividend yield, expected volatility of 119.3%, risk free interest rate of 3.72%, and expected option life of 2.0 years. The fair value is required to be recorded as a debt discount and amortized to interest expense over the term of the note. Amortization of the debt discount, included in interest expense, was $2,956 and $23,649 for the three and nine months ended December 31, 2025.

~~In October~~On ~~2023~~September ~~and~~30, ~~amended in November 2023~~2025, the Company ~~entered~~repaid ~~into~~ a ~~promissory note for~~ $~~120~~25,000~~. The~~ ~~note~~convertible ~~accrued interest at a rate of 10%~~promissory ~~per annum. The principal and accrued interest were due in February 2024. The holder of the~~ note, ~~had~~dated ~~the~~December ~~option to convert the principal and accrued interest into shares of the Company’s common stock at a conversion rate of $0.75 per share. On February 5~~20, 2024, ~~the note~~ and accrued interest ~~totaling~~of $~~123~~2,~~255 was converted into 164,340 shares of common stock~~334.

On ~~March~~September 830, ~~2024~~2025, the Company ~~entered~~issued ~~into a convertible promissory note for $150~~3,~~000.~~669,806 The note accrued interest at a rate of 10% per annum. The principal and accrued interest were due in April 2024. The holder of the note had the option to convert the principal and accrued interest into shares of ~~the Company’s~~ common stock, atwith a ~~conversion~~fair ~~rate~~value of $~~0.70 per share. On April 10~~2, ~~2024~~018, ~~the company entered into another promissory note for an additional $150~~154,~~000~~ ~~whereby~~for ~~the~~conversion ~~new~~of ~~principal~~all ~~balance~~of ~~was $300,000 with~~ the ~~same~~remaining ~~terms.~~convertible Onnotes ~~April~~in ~~29, 2024,~~ the ~~noteholder~~amount ~~converted~~of ~~the~~ $~~300~~1,850,000 ~~principal~~and ~~balance, along with $1,558 of~~ accrued interest ~~into 430,798 common shares and 430,798 warrants to purchase shares with a strike price~~ of $1168,154.~~50 per share expiring in three years.~~

OnThe ~~September~~total ~~9, 2024, the Company entered into a~~ convertible ~~promissory~~notes ~~note~~payables ~~for~~(all ~~$150,000. The~~current ~~note accrued interest at a rate of 10% per annum. The original maturity date was November 9~~liability), ~~2024,~~including ~~whereby an amendment extended the maturity date to December 31, 2025. The holder of the note has the option to convert the principal and~~ accrued interest at a conversion price of the lesser of i) the per Share price at which the Company sells Shares of the Company Common Stock in a Qualified Financing occurring on or before the Maturity Date of this Note, orfor ~~ii)~~these ~~Fifty~~convertible ~~Cents~~notes ($0.50) per Share (“Conversion Price”); each Share consists of one (1) share of PetVivo Holdings, Inc. restricted common stock (“Common Stock”). On September 27, 2024, the Company entered into another promissory note for ~~an additional $350,000 with~~ the ~~same~~year ~~terms. The original maturity date for this $350,000 note was November 24, 2024, whereby an amendment extended the~~ended ~~maturity~~March ~~date to December~~ 31, ~~2025.~~2026 ~~From~~is ~~October 10, 2024, through December 30, 2024, the Company entered into additional promissory notes totaling~~ $~~650~~0,~~000~~ ~~with~~and ~~the~~for ~~same terms. These notes maturity dates were all amended with~~ the ~~amended~~year ~~maturity~~ended ~~date~~March ~~of December~~ 31, 2025. ~~From~~is ~~February 12, 2025, through March 13, 2025, the Company entered into additional promissory notes totaling~~ $~~540~~1,~~000 with the same terms. These notes maturity dates were all amended with the amended maturity date of December 31~~772, ~~2025~~021.

OnInterest ~~December 20~~expense, ~~2024,~~including ~~the~~amortization ~~Company~~of ~~entered~~debt ~~into~~discount, aon these convertible ~~promissory~~notes ~~note~~payable for ~~$25,000. The note accrued interest at a rate of 12% per annum. The holder of~~ the ~~note~~years ~~has~~ended ~~the~~March ~~option~~31, to2026 ~~convert the principal~~ and ~~accrued~~2025 ~~interest at a conversion price of the greater of i)~~was ~~the per Share price at which the Company sells Shares of the Company Common Stock in a Qualified Financing occurring on or before the Maturity Date of this Note~~$113,467 orand ~~ii) Fifty Cents (~~$~~0.50) per Share (“Conversion Price”); each Share consists of one (1) share of PetVivo Holdings~~57, ~~Inc. restricted common stock (“Common Stock”). The original maturity date was June 30~~021, ~~2025, whereby an amendment extended the maturity date to December 31, 2025~~respectively.

~~The~~June ~~total convertible notes payables (all current liability)~~30, ~~including~~2025 ~~accrued~~Amendment ~~interest,~~to ~~for~~Convertible ~~these~~Notes ~~convertible notes for the year ended March 31, 2025 is $1,772,021,~~ and ~~for~~Extinguishment ~~the year ended March 31, 2024 is 150,277.~~Accounting

~~Interest~~On ~~expense~~June ~~for~~30, 2025, the ~~years~~Company ~~ended~~and ~~March~~the 31noteholders entered into an amendment to fix the Conversion Price at $0.50 per share, ~~2025~~eliminate the variable pricing feature, and ~~2024~~change ~~was~~all ~~$57~~maturity dates to September 30,~~021~~ 2025. As a result of the amendment, the conversion feature no longer required derivative liability accounting under ASC 815 and ~~$277~~instead met the criteria for equity classification under ASC 470-20, Debt ~~respectively~~with Conversion and Other Options.

~~Derivative~~The ~~Liabilities~~Company –evaluated ~~Variable~~the ~~Conversion~~amendment ~~Features~~under ASC 470-50, Modifications and Extinguishments, and concluded that the amendment represented a substantial modification due to the reclassification of the conversion feature from a liability to equity and the resulting change in economic substance. Accordingly, the Company accounted for the amendment as an extinguishment of the existing notes and the issuance of new convertible notes.

The ~~Company~~new ~~evaluated~~debt ~~the~~instrument ~~terms~~issued ofupon extinguishment was recorded at its ~~convertible~~estimated ~~notes~~fair ~~and~~value ~~determined~~of ~~that~~$1,215,000. ~~certain~~The ~~embedded~~Company recognized a beneficial conversion ~~features~~feature ~~were~~(“BCF”) ~~not~~of ~~indexed~~$786,908, tocalculated as the intrinsic value of the fixed conversion option on the commitment date (based on the excess of the Company’s ~~own~~closing stock ~~due~~price toof ~~variable~~$0.80 ~~pricing~~over ~~provisions.~~the Asfixed aconversion ~~result~~price of $0.50, multiplied by the ~~embedded~~number of shares issuable upon conversion). ~~features~~The ~~were~~BCF ~~bifurcated~~was ~~and~~recorded ~~accounted~~as a debt discount with a corresponding increase to additional paid-in ~~for~~capital. asThe ~~derivative~~debt ~~liabilities~~discount ~~under~~is ~~ASC~~being ~~815~~amortized using the effective interest method.

For each note with a derivative liability, the fair value of the derivative at inception was recorded as a discount to the carrying value of the note and is being amortized to interest expense over the term of the note using the effective interest method. The ~~fair values~~ ofaccounting ~~the~~impact ~~derivative liabilities at inception dates~~ of the ~~notes~~amendment ~~and~~is atsummarized ~~March~~as 31follows, ~~2025~~as ~~were estimated using a binomial option pricing model with the following key inputs: closing stock price at Note inception dates and at March 31, 2025, strike price~~ of ~~$0.50,~~June ~~since this was lower than the $1.00 per share price at which the Company sold shares in a Qualified Financing~~30, ~~term based on the remaining days to maturity date, volatility rates between 87.1% - 139.3% at inception dates of notes and 81.2% - 115.6% at March 31,~~ 2025, risk-free rate rates between 4.14% - 5.18% at inception dates of notes and 4.08% at March 31, 2025, and dividend yield of zero. The fair value of the derivative liabilities at inception and March 31, 2025 was $341,576 and $448,089. The Company recognized an unrealized loss on the change in fair value of derivative liabilities of $106,513 and $0 for the years ended March 31, 2025 and 2024, respectively, . Interest expense related to the amortization of the debt discounts associated with derivative liabilities was $285,563 and $0 for the years ended March 31, 2025 and 2024, respectively.:

Description	Amount
Carrying amount of extinguished debt	$	1,215,000
Fair value of new debt issued	$	1,215,000
Fair value of derivative reclassified to equity	$	768,493
Beneficial conversion feature recorded as debt discount	$	786,908

As of September 30, 2025, the beneficial conversion feature recorded as debt discount on the convertible notes and related warrants were fully amortized during the period, as the notes matured and were converted on September 30, 2025.

F-15

Convertible Notes Issued with Warrants

On February 14, 2025, a total of 250,000 warrants were issued for two Notes totaling $500,000. The warrants have a three -year term with an exercise strike price of $0.90 per share. The warrants were evaluated under ASC 480 and ASC 815 and ~~were~~ determined to be equity-classified instruments. The fair value of the warrants at inception was recorded asat a discount to the carrying value of the associated notes and is being amortized to interest expense over the term of the notes using the effective interest method. The fair value at issuance was estimated using the binomial option pricing model with the following inputs: closing stock price of $0.74, strike price of $0.90, 3 -year term , volatility rate of 113.7%, risk-free rate of 4.26%, and dividend yield of zero. The fair value of the warrants at inception was $98,684 and were being amortized over the thirty-six month term. On September 30, 2025, the convertible notes were converted into common stock and the unamortized remaining balance of the debt discount of $90,219 was fully amortized. Interest expense related to the amortization of the debt discounts associated with warrants was $598,~~053~~684 and $05,053 for the years ended March 31, ~~2025~~2026 and ~~2024~~2025, respectively.

Fair Value Allocation of Proceeds from Convertible Notes

When convertible notes are issued with warrants, and no derivative liability is present, the proceeds are allocated between the debt and the warrants based on their relative fair values at issuance. When convertible notes are issued with both detachable warrants and embedded derivative liabilities, the proceeds are allocated using a sequential approach: first to the derivative liability at fair value, then to the warrants at fair value, and the residual amount to the debt host. For convertible notes that include only an embedded derivative liability and no warrants, the proceeds are allocated first to the derivative liability at fair value, with the residual amount allocated to the debt host.

~~NOTE~~Derivative 11Liabilities – ~~RETIREMENT~~Variable ~~PLAN~~Conversion Features

~~In February~~The ~~2021~~Company had $1,215,000 ~~the~~of ~~Company~~convertible ~~established~~notes that acontained ~~401(k)~~derivative ~~retirement~~features ~~plan~~and ~~for~~evaluated ~~its~~the ~~employees~~terms inof ~~which~~these ~~eligible~~convertible ~~employees~~notes ~~can~~and ~~contribute~~determined athat ~~percentage~~certain embedded conversion offeatures ~~their~~were ~~compensation.~~not ~~The~~indexed to the Company’s ~~may~~own ~~also~~stock ~~make~~due ~~discretionary~~to ~~contributions~~variable conversion price provisions. ~~For~~Accordingly, the ~~years~~embedded conversion ~~ended~~features ~~March~~were ~~31,~~bifurcated ~~2025~~from the host debt instruments and ~~2024,~~accounted ~~the~~for ~~Company made~~as ~~contributions~~derivative toliabilities ~~the~~in ~~plan~~accordance ofwith ASC ~~$58~~815,~~575~~ Derivatives and ~~$51~~Hedging. All of the convertible notes contained derivatives,~~441,~~ ~~respectively~~with similar conversion terms.

~~NOTE~~The derivative liabilities were measured at fair value 12on –a ~~COMMITMENTS~~recurring ~~AND~~basis ~~CONTINGENCIES~~and classified as Level 3 within the fair value hierarchy due to the use of significant unobservable inputs. The initial fair value of the embedded derivatives was recorded as a debt discount with a corresponding derivative liability and was amortized to interest expense over the contractual term of the related notes using the effective interest method.

The ~~Company~~fair ~~accounts~~value ~~for~~of ~~contingencies~~the inderivative ~~accordance~~liabilities ~~with~~was ~~ASC 450, Contingencies. A liability is recorded when it~~estimated isusing ~~probable that~~ a ~~loss~~binomial ~~has~~option ~~been~~pricing ~~incurred and the amount can be reasonably estimated~~model. IfThe asignificant ~~loss~~assumptions isutilized ~~reasonably~~in ~~possible~~determining ~~but~~the ~~not~~fair ~~probable, or~~value ifof the ~~amount~~derivative ~~cannot be estimated~~liabilities, ~~the~~based ~~nature~~on of the ~~contingency~~weighted-average ~~and an estimate~~ of the ~~possible~~convertible ~~loss~~notes, ~~if determinable, is disclosed.~~ ~~Remote~~were ~~contingencies~~as ~~are generally not disclosed unless related to guarantees.~~follows:

Input	Inception			March 31, 2025			September 30, 2025
Closing stock price	$	0.41		$	0.60		$	1.10
Conversion price	$	0.50		$	0.50		$	0.50
Remaining contractual term (years)		3.0			2.75			2.25
Expected volatility		135.1	%		103.5	%		82.1	%
Risk-free interest rate		4.16	%		4.08	%		3.85	%
Dividend yield		0.0	%		0.0	%		0.0	%

The following table summarizes activity in the Company’s derivative liabilities:

SCHEDULE OF DERIVATIVE LIABILITIES

	Amount
Fair value at inception	$	341,576
Change in fair value during fiscal 2025		106,513
Fair value at March 31, 2025		448,089
Change in fair value through September 30, 2025		(320,404	)
Fair value immediately prior to conversion		768,493
Derivative liabilities extinguished upon conversion		(768,493	)
Fair value at March 31, 2026	$	0

For the year ended March 31, 2026, the Company recognized an unrealized gain of $320,404 related to changes in the fair value of derivative liabilities. For the year ended March 31, 2025, the Company recognized an unrealized loss of $106,513 related to changes in the fair value of derivative liabilities.

On September 30, 2025, all outstanding convertible notes containing embedded derivative features were converted into shares of the Company’s common stock. Immediately prior to conversion, the Company remeasured the related derivative liabilities to fair value, resulting in an aggregate derivative liability balance of $768,493. Upon conversion, the derivative liabilities were extinguished and reclassified to additional paid-in capital as part of the equity issuance.

No gain or loss was recognized upon conversion. As a result, the Company had no outstanding derivative liabilities as of March 31, 2026.

Interest expense related to the amortization of debt discounts associated with derivative liabilities was $819,272 and $285,563 for the years ended March 31, 2026 and 2025, respectively.

Fair Value Allocation of Proceeds from Convertible Notes

NOTE 10 – RETIREMENT PLAN

In February 2021, the Company established a 401(k) retirement plan for its employees in which eligible employees can contribute a percentage of their compensation. The Company may also make discretionary contributions. For the years ended March 31, 2026 and 2025, the Company made contributions to the plan of $71,630 and $58,575, respectively.

F-16

NOTE 11 – COMMITMENTS AND CONTINGENCIES

The Company accounts for contingencies in accordance with ASC 450, Contingencies. A liability is recorded when it is probable that a loss has been incurred and the amount can be reasonably estimated. If a loss is reasonably possible but not probable, or if the amount cannot be estimated, the nature of the contingency and an estimate of the possible loss, if determinable, is disclosed. Remote contingencies are generally not disclosed unless related to guarantees. The Company is not currently party to any material legal proceedings and is not aware of any material loss contingencies requiring accrual or disclosure as of March 31, 2026.

Lease Obligations

~~We lease~~The Company leases property and equipment under operating leases, typically with terms greater than 12 months, and determine if an arrangement contains a lease at inception. In general, an arrangement contains a lease if there is an identified asset and we have the right to direct the use of and obtain substantially all of the economic benefit from the use of the identified asset. We record an operating lease liability at the present value of lease payments over the lease term on the commencement date. The related right of use (‘‘ROU”) operating lease asset reflects rental escalation clauses, as well as renewal options and/or termination options. The exercise of lease renewal and/or termination options is at our discretion and is included in the determination of the lease term and lease payment obligations when it is deemed reasonably certain that the option will be exercised. When available, we use the rate implicit in the lease to discount lease payments to present value; however, certain leases do not provide a readily determinable implicit rate. Therefore, we must estimate our incremental borrowing rate to discount the lease payments based on information available at lease commencement.

~~We classify~~The Company classifies our leases as buildings, vehicles or computer and office equipment and do not separate lease and non-lease components of contracts for any of the aforementioned classifications. In accordance with applicable guidance, we do not record leases with terms that are less than one year on the Consolidated Balance Sheets.

None of our lease agreements contain material restrictive covenants or residual value guarantees.

Buildings

The Company entered into an ~~84 eighty~~84eighty-four month lease for 3,577 ~~square~~ square feet of newly constructed office, laboratory, and warehouse space located in Edina, Minnesota in May 2017, which was renewed for an additional thirty months resulting in the lease expiration in November 2026. The base rent has annual increases of 2% and the Company is responsible for its proportional share of common space expenses, property taxes, and building insurance. This lease is terminable by the landlord if damage causes the property to no longer be utilized as an integrated whole and by the Company if damage causes the facility to be unusable for a period of 45 days. In January 2020, the Company entered into a lease amendment to extend the lease term through November of 2026 in exchange for receipt of a loan of $42,500 recorded to note payable. The monthly base rent as of March 31, ~~2025~~2026, and ~~2024~~2025 was $2,~~386~~434 and $2,~~340~~386, respectively.

FThe Company entered into a 63sixty-15three month lease for 2,400 square feet of office space located in Edina, Minnesota in January 2022. This lease will expire in March 2027. The base rent has annual increases of 2.5% and the Company is responsible for its proportional share of common space expenses, property taxes, and building insurance. The monthly base rent as of March 31, 2026 and 2025 was $2,950 and $2,879, respectively.

~~The~~On January 10, 2023, the Company entered into a 63new ~~sixty-three month~~ lease agreement for 2approximately 14,~~400~~ 000 square feet of ~~office~~production and warehouse space with ~~located~~a incommencement ~~Edina~~date of April 1, ~~Minnesota~~2023, inwhich ~~January~~is ~~2022.~~when ~~This~~the ~~lease~~control ~~will~~and ~~expire~~right inof ~~March~~use ~~2027~~for this asset took place. The initial monthly base rent is $8,420 and has annual increases of 2.5% ~~and~~. ~~the~~The Company is also responsible for its proportional share of common space expenses, property taxes, and building insurance. The lease will terminate on June 30, 2033, and the Company has a renewal option for a period of five years. The monthly base rent as of March 31, ~~2025~~2026 and ~~2024~~2025 was $~~2,879~~ 0 and $28,~~808~~631, respectively.

OnLease January 10, 2023, the Company entered into a new lease agreement for approximately 14,000 square feet of production and warehouse space with a commencement date of April 1, 2023, which is when the control and right of use for this asset took place. The initial monthly base rent is $8,420 and has annual increases of 2.5%. The Company is also responsible for its proportional share of common space expenses, property taxes, and building insurance. The lease will terminate on June 30, 2033, and the Company has a renewal option for a period of five years. The monthly base rent as of March 31, 2025 and 2024 was $8,631 and $8,420, respectively.Termination

~~Vehicles~~The Company terminated its January 10, 2023 ten-year lease agreement on the 14,000 square foot production and warehouse space effective June 30, 2025. As consideration for the early termination of the lease, the Company paid the Landlord the unamortized portion of lease commissions, unamortized rent abatement, legal fees, termination fee, management fee and unamortized tenant improvements. In addition, the Company was responsible for paying all costs to release a mechanical lien attached to the property, including the costs related to the lien along with all legal fees and other costs incurred by the landlord. The Company also paid a fee equal to six months of base rent, common area maintenance, and real estate taxes for the unrented office area consisting of 3,794 rentable square feet as part of the termination of the lease. Total fees incurred for the termination of the lease for the years ended March 31, 2026 and 2025 were $314,768 and $0, respectively. On June 30, 2025, the Company recorded the derecognition of the right-of-use asset and lease liability of $890,979.

The Company leased vehicles for certain members of its field sales organization during the years ended March 31, 2025 and 2024, under a vehicle fleet program whereby the noncancelable lease was for a term of 48 months. During the year ended March 31, 2025, all of the leased vehicles under the vehicle fleet program were sold and the Company recognized a loss of $1,018 on the sale of the leased vehicles, reported in other income (expense). As a result of the sale, rightF-of-use assets were reduced by $53,168 and lease liability was reduced by $53,168. As of March 31, 2024, in addition to monthly rental fees specific to the vehicles, there are fixed monthly non-lease components that have been included in the ROU operating lease assets and operating lease liabilities. The non-lease components are not significant.17

~~Operating~~Vehicles ~~lease expense for the years ended March 31, 2025,~~ and ~~2024,~~Other ~~was~~Operating ~~$167,339 and $145,004, respectively.~~Leases

The ~~following~~Company isleased avehicles ~~maturity~~for ~~analysis~~certain members of its field sales organization during the ~~approximate~~three ~~annual~~months ~~undiscounted~~ended ~~cash~~June ~~flows~~30, of2024, under a vehicle fleet program whereby the ~~operating~~noncancelable lease ~~liabilities~~was asfor a term of 48 months. During the year ended March 31, 2025:, all the leased vehicles under the vehicle fleet program were sold and the Company recognized a loss of $1,018 on the sale of the leased vehicles, reported in other income (expense). As a result of the sale, the Company recorded the derecognition of the right-of-use asset and lease liability of $53,168.

Operating vehicle lease expense for the years ended March 31, 2026, and 2025, was $0 and $42,658, respectively.

The following is a maturity analysis of the approximate annual undiscounted cash flows of the operating lease liabilities as of March 31, 2026:

2026	$	169,000
2027		55,102
2027		164,000
2028		-
2028		112,000
2029		-
2029		114,000
2030		-
2030		117,000
Thereafter		-
Thereafter		402,000
Total		55,102
Total		1,078,000
Less: amount representing interest		(390	)
Less: amount representing interest		(116,000	)
Total	$	54,711
Total	$	962,000

~~During~~In ~~the year ended March 31, 2024, in~~ compliance with ASC 842, the Company recognized, based on the extended lease terms to November 7, 2026, and March 2027, ~~and~~a ~~June~~weighted ~~2033, and~~average ~~treasury~~incremental ~~rates~~borrowing rate of 03.4020%, ~~7.6%~~ ~~and~~an ~~4.39%, respectively,~~ operating lease right-of-use assets offor approximately $~~962~~54,~~000 and~~711 aand corresponding and equal operating lease liabilities for the leases. As of March 31, ~~2025~~2026, the present value of future base rent lease payments based on the ~~weighted~~ ~~average~~ remaining lease ~~terms~~term of 40.2 4 years ~~and weighted average discount rate of approximately 3.94%~~, is are as follows:

SCHEDULE OF BASE RENT LEASE PAYMENTS

Present value of future base rent lease payments	$	~~961~~54,~~539~~711
Base rent payments included in prepaid expenses		-
Present value of future base rent lease payments – net	$	~~961~~54,~~539~~711

As of March 31, ~~2025~~2026 and ~~2024~~2025, ~~the~~operating ~~present~~lease ~~value~~ right-of-use ~~future~~assets ~~base~~and ~~rent~~operating lease ~~payments~~liabilities –were ~~net is~~ classified ~~between current and non-current assets and liabilities~~ as follows:

		2025		2024
	2026		2025
Operating lease right-of-use asset	$	~~961~~54,~~539~~711	$	1961,~~194,348~~539
Total operating lease assets		~~961~~54,~~539~~711		1961,~~194,348~~539
Operating lease current liability		~~163~~54,~~834~~711		~~190~~163,~~589~~834
Operating lease non-current liability		~~797,705~~-		1797,~~003,759~~705
Total operating lease liabilities	$	~~961~~54,~~539~~711	$	1961,~~194,348~~539

F-1618

Employment Agreements

The Company has employment agreements with its executive officers. As of March 31, ~~2025~~2026, these agreements contain severance benefits ranging from one month to six months if terminated without cause.

Legal Proceedings

From time to time, the Company may be involved in legal proceedings arising in the ordinary course of business. ~~As of~~In ~~March~~June 312026, ~~2025,~~a ~~there~~former employee ~~were~~filed noa ~~pending~~whistleblower orretaliation ~~threatened~~complaint ~~legal~~with ~~actions~~the ~~that,~~Occupational inSafety ~~management’s~~and ~~opinion~~Health Administration (OSHA) under Sarbanes-Oxley Act (SOX), ~~are~~18 ~~expected~~U.S.C. to§ ~~have~~1514A. aThe ~~material adverse~~claimant ~~effect~~alleges onthey ~~the~~were ~~Company’s~~wrongfully ~~financial~~terminated ~~position,~~after ~~results~~reporting ofalleged ~~operations,~~governance orand ~~cash~~honesty in ~~flows~~shareholder relations.

~~NOTE~~The Company is cooperating with OSHA’s ongoing investigation, denies all 13allegations -and ~~GOING~~intends ~~CONCERN~~to vigorously defend against these allegations. At this preliminary stage, the outcome is uncertain. Although the Company cannot predict the ultimate outcome of this matter, based on currently available information, management does not believe that the ultimate resolution will have a material adverse effect on the Company’s consolidated financial position, results of operations, or cash flows.

~~The~~NOTE ~~accompanying~~12 ~~consolidated~~- ~~financial~~GOING ~~statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern.~~CONCERN

The ~~Company~~ ~~incurred~~accompanying ~~net~~consolidated losses of $8,399,166 for the year ended March 31, 2025, had net cash used in operating activities of $4,521,930 and has an accumulated deficit of $91,198,490 on March 31, 2025. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of at least twelve months after the date of issuance of these financial statements. Inhave ~~view~~been ofprepared ~~these~~assuming that ~~matters,~~ the Company’s ~~ability~~will to continue as a going concern ~~is dependent upon the Company’s ability to achieve a level of profitability and/or to obtain adequate financing through the issuance of debt or equity in order to finance its operations~~.

~~Management believes~~For ~~that~~ the ~~actions~~year ~~presently~~ended ~~being~~March ~~taken~~31, to2026, ~~further implement its business plan will enable~~ the Company toincurred ~~continue~~a asnet aloss ~~going~~of $10,473,672 ~~concern.~~and ~~While~~used ~~the~~$6,107,286 ~~Company~~of ~~believes~~cash in ~~its~~operating ~~ability~~activities. toAs ~~raise~~of ~~additional~~March ~~funds~~31, ~~there~~2026, ~~can~~the beCompany nohad ~~assurances~~an toaccumulated ~~that~~deficit ~~effect~~of $102,075,765. ~~The ability~~These ofconditions ~~the~~raise ~~Company~~substantial todoubt ~~continue~~about ~~as a going concern is dependent upon~~ the Company’s ability to ~~further~~continue ~~implement~~as ~~its business plan and raise additional funds. An investor subscribed to~~ a ~~$5 million~~going ~~Series~~concern Bwithin ~~Preferred~~one ~~stock~~year ~~offering~~after ~~whereby~~the ~~$600,000 has~~date ~~been~~these ~~received by March 31, 2025. The remaining $4.4~~consolidated ~~million~~financial ~~was~~statements ~~received~~are ~~in May and June 2025~~issued.

~~These consolidated~~Management’s ~~financial~~plans ~~statements~~to doaddress ~~not~~these conditions include ~~any~~continuing ~~adjustments~~efforts to ~~that~~improve ~~might~~operating beresults, ~~necessary~~reduce ifoperating ~~the~~costs, increase revenues, and obtain additional capital through debt and/or equity financing arrangements. The Company ishas ~~unable~~historically relied on external financing to fund its operations and expects to continue asto aseek additional ~~going~~financing ~~concern~~as needed.

~~NOTE~~There can be no assurance that the Company will be successful in achieving 14profitable –operations, ~~STOCKHOLDERS~~securing additional financing on acceptable terms, or successfully implementing its business plan. Accordingly, management has concluded that substantial doubt about the Company’s ~~EQUITY~~ability to continue as a going concern is not alleviated.

The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

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~~ 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 number of shares available to grant under the Amended Plan was 822,605 at March 31, 2025.~~

Employees, consultants, and advisors of the Company, and non-employee directors of the Company will be eligible to receive awards under the Amended Plan. In the case of consultants and advisors, however, their services cannot be in connection with the offer and sale of securities in a capital-raising transaction nor directly or indirectly to promote or maintain a market for PetVivo common stock.

F-17

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 ~~aggregate~~ number of shares ~~of PetVivo common stock~~ available ~~and reserved~~ to begrant ~~issued~~ under the Amended Plan iswas ~~3,000,000~~0 shares, ~~but includes~~at ~~the~~March ~~following~~31, ~~limits:~~2026.

● the maximum aggregate number of shares of Common Stock granted as an Award to any Non-Employee Director in any one Plan Year will be 10,000 shares; provided that such limit will not apply to any election of a Non-Employee Director to receive shares of Common Stock in lieu of all or a portion of any annual Board, committee chair or other retainer, or any meeting fees otherwise payable in cash.

Awards can be granted for no cash consideration or for any cash and other consideration as determined by the Committee. Awards may provide that upon the grant or exercise thereof, the holder will receive cash, shares of PetVivo common stock, other securities or property, or any combination of these in a single payment, installments or on a deferred basis. The exercise price per share of any stock option and the grant price of any stock appreciation right may not be less than the fair market value of PetVivo common stock on the date of the grant. The term of any award cannot be longer than ten years from the date of the grant. Awards will be adjusted in the event of a stock dividend or other distribution, recapitalization, forward or reverse stock split, reorganization, merger or other business combination, or similar corporate transaction, in order to prevent dilution or enlargement of the benefits or potential benefits provided under the Amended Plan.

The Amended Plan permits the following types of awards: stock options, stock appreciation rights, restricted stock awards, restricted stock units, deferred stock units, performance awards, non-employee director awards, other stock-based awards, and dividend equivalents.

Convertible Notes

On July 27, 2023, the Company issued convertible promissory notes (“Convertible Debentures”) in the aggregate amount of $550,000 to three accredited investors pursuant to debenture subscription agreements (“Debenture Subscription Agreement”). The Convertible Debentures mature on January 26, 2024 (the “Maturity Date”), bear interest at a rate of 10% per annum and automatically convert into shares of the Company’s common stock on the earlier of (i) the Maturity Date or (ii) upon the occurrence of certain events prior to the Maturity Date, including, without limitation, the sale of common stock of at least $2 million.

On August 11, 2023, the Company entered into Convertible Debenture Conversion Agreements (“Conversion Agreements”) with the three debenture holders (“Debenture Holders”). Pursuant to the Conversion Agreements, each Debenture Holder agreed to voluntarily and immediately convert the outstanding balance on their Convertible Debenture into shares of the Company’s common stock prior to January 26, 2024, the maturity date of the Convertible Debentures, provided that the Company adjust the original conversion rate to one share of the Company’s common stock for each $1.50 of principal (reduced from $1.60 in the Convertible Debenture) and pay an amount equal to six months of interest (the “New Conversion Rate”) and grant warrants to the Debenture Holders providing each Debenture Holder with the right to purchase the number of shares of the Company’s common stock issued to the Debenture Holder in the conversion. The Debenture Holders converted $550,000 in Convertible Debentures and accrued interest of $27,500 into 385,000 shares of the Company’s common stock and warrants (“Warrants”) to purchase an aggregate of 385,000 shares of the Company’s common stock. The Warrants are exercisable any time on or after February 5, 2024 and prior to August 10, 2026 at an exercise price of $2.00 per share.

As a result of the inducement to the Debenture Holders to voluntarily convert the outstanding balance of their Convertible Debentures prior to their maturity date, the Company recognized a loss on extinguishment of debt of $534,366. The loss is comprised of the fair value of the warrants issued of $463,476, as determined by the Black Scholes model; the value of additional shares issued of $45,834 as a result of the lower conversion rate to one share of the Company’s common stock issued and the additional interest of $25,056 which is the amount of interest credited to the Debenture Holders over the actual interest earned of $2,444. The value of the warrants and additional shares issued of $509,310 is reflected in the Consolidated Statements of Changes In Stockholders’ Equity.

F-18

On February 5, 2024, an investor in our Company became a greater than 10% shareholder of the Company converted an outstanding promissory note dated October 16, 2023, as amended on November 13, 2023 (the “Convertible Note”), in the amount of $120,000, plus accrued interest of $3,255 into 164,340 shares of the Company’s common stock. The maturity date of the Convertible Note was May 14, 2024, the interest rate was 10% per annum and the effective conversion price was $0.75 per share.

Sale of Common Stock

On August 4, 2023, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with two accredited investors (the “Investors”), pursuant to which the Company agreed to issue and sell to the Investors in a registered direct offering (the “Registered Offering”) 1,200,002 shares (“Registered Shares”) of the Company’s common stock (the “Common Stock”) at a price of $1.50 per share. Under the Purchase Agreements, the Company also agreed to issue and sell to the Investors in a concurrent private placement (the “Private Placement,” and together with the Registered Offering, the “Offering”) warrants to purchase an aggregate of 1,200,002 shares of Common Stock (the “Warrants”). Net proceeds from the Registered Offering were $1,775,782, after deducting offering expenses of $24,218. The net proceeds were allocated between the common stock and warrants based on the relative fair values which were $502,417 and $1,273,365, respectively. The Warrants are exercisable any time on or after February 5, 2024 and prior to August 10, 2026 at an exercise price of $2.00 per share.

On December 6, 2023, the Company entered into a Private Offering (the “Purchase Agreement”) with five accredited investors (the “Investors”), pursuant to which the Company agreed to issue and sell to the Investors in a direct offering 352,224 shares of the Company’s common stock (the “Common Stock”) at a price of $0.90 per share. Under the Purchase Agreements, the Company also agreed to issue and sell to the Investors in a concurrent private placement (the “Private Placement,” and together with the Offering, the “Offering”) warrants to purchase an aggregate of 352,224 shares of Common Stock (the “Warrants”). Net proceeds from the Offering were $317,000 offset by a stock receivable of $27,000 which was received in January 2024. The proceeds were allocated between the common stock and warrants based on the relative fair values which were $145,820 and $171,180, respectively. The Warrants are exercisable any time from the issue date and prior to December 9, 2026, at an exercise price of $1.50 per share.

On February 2, 2024, the Company sold 1,386,469 units to thirteen investors, each unit consisting of one share of restricted common stock and one warrant to purchase one share of common stock, at a price of $0.90 per unit. In total the Company raised $1,247,819 pursuant to the private offering of the units. The warrants are immediately exercisable, have an exercise price of $1.50 per share (and no cashless exercise rights), and are exercisable until February 1, 2027.

F-19

Sale of Common Stock

Between April 2024 and February 2025, the Company sold an aggregate of 3,060,588 shares of restricted common stock in private offerings to various investors at prices ranging from $0.50 to $0.70 per share, raising total gross proceeds of $2,050,100.

In February 2026, the Company sold 343,750 shares of restricted common stock in a private offering to an investor at a price of $0.80 per share, raising gross proceeds of $275,000.

In March 2026, the Company entered into a private placement 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.

Preferred Stock

For the year ended March 31, 2025, the Company issued 3,045,000 shares of Series A preferred stock in exchange for proceeds of $1,218,000 at a price of $0.40 per share.

The certificate of designation of rights and preferences has an optional conversion provision whereby each share of Series A Preferred Stock shall be convertible at any time at the option of a holder into shares of Common Stock. The Series A Preferred Stock also has an automatic conversion whereby the preferred shares shall automatically convert into Common Stock upon the one-year anniversary of the issuance of the Series A Preferred Stock. There are no dividends attached to the Series A Preferred Stock.

F-20

On March 26, 2025, the Company entered into a Subscription Agreement to receive $5,000,000 of equity financing in exchange for 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. AsDividends ofdeclared were $403,603 and $0 for the years ended March 31, ~~2025~~2026, ~~there~~and ~~were~~2025, ~~no dividends declared~~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 year ended March 31, ~~2025~~2026, the Company issued a total of 711,~~122~~668,~~917~~ 382 shares of common stock ~~and canceled 25,000 shares,~~ as detailed below:

i) 160,~~889,434~~000 shares, in ~~connection~~aggregate, ~~with~~20,000 ~~the~~equally ~~sale of stock~~ in April, May and ~~May~~June ~~2024~~2025 into ~~exchange~~service providers for ~~proceeds~~consulting ofservices fair valued at $140,~~322,600~~420 atbased aon the market price on the date of $0grant.70 ~~per~~The ~~share;~~Company expensed these shares on a monthly basis through June 30, 2025. ii) ~~430~~82,~~798~~657 shares related to vesting of restricted stock units (“RSUs”), vesting in April ~~2024~~and June 2025. iii) 8,000 shares in June 2025, fair valued at $6,000, in connection with the conversion of aan ~~convertible~~outstanding ~~note~~accounts ~~plus~~payable ~~interest~~balance of $6,000 iv) 70,000 shares in June 2025 in connection with the exercise of a warrant in exchange for proceeds of $~~301~~140,~~558~~000 at a price of $02.7000 per share;. ~~iii~~v) ~~320~~19,~~000~~372 shares in ~~April~~July ~~2024~~2025 to a service ~~providers~~provider for ~~consulting~~advisory services fair valued at $15,000, based on the market price on the date of grant ofand ~~$173~~expensed for the period ending June 30,~~400;~~ iv2025. vi) 56707,~~000~~669 shares into ~~May~~employees ~~2024~~in toJuly ~~service~~and ~~providers~~September 2025 for ~~consulting~~performance services fair valued at $558,660 based on the market price onat ~~the~~ date of grant and expensed for the period ending September 30, 2025. vii) 3,045,000 shares in July 2025 for conversion of Series A Preferred Stock on a share-for-share basis. viii) 38,138 shares in September 2025, fair valued at $4028,~~760;~~604, vfor conversion of $28,604 of accrued dividends on Series B Preferred Stock. ix) ~~150~~1,000,000 shares in September 2025 for purchase of an exclusive licensing agreement fair valued at $800,000. x) 72,500 shares related to vesting of restricted stock units (“RSUs”), vesting in ~~April~~July ~~2024;~~and viSeptember 2025. xi) ~~120~~3,669,806 shares on September 30, 2025, with a fair value of $2,018,154, for the conversion of $1,850,000 in convertible notes plus accrued interest of $168,154. xii) 89,935 shares in ~~July~~October ~~2024~~2025 to ~~service~~the ~~providers~~board of directors for ~~consulting~~advisory services and compensation fair valued at $107,024, based on the market price date of grant and expensed for the period ending December 31, 2025. xiii) 411,286 shares to employees in October and December 2025 for performance services fair valued at $480,895, based on the market price at date of grant and expensed for the period ending December 31, 2025. xiv) 105,042 shares in October 2025, fair valued at $125,000, for conversion of $56125,~~020;~~000 ~~vii~~of accrued dividends on Series B Preferred Stock. xv) 5870,000 shares ~~related~~in toOctober, ~~vesting~~November, and December 2025 in connection with the exercise of ~~restricted~~warrants ~~stock~~in ~~units~~exchange ~~(“RSUs”)~~for proceeds of $711,750 ~~vesting~~at inprices ~~July~~ranging ~~2024;~~between ~~viii~~$0.50 to $0.90 per share xvi) 3720,~~312~~000 shares related to vesting of restricted stock units (“RSUs”), vesting in ~~September~~December ~~2024;~~2025. ixxvii) ~~240~~84,000 shares in ~~October~~January ~~2024~~2026 to ~~the~~a ~~Company’s~~service ~~executive~~provider ~~officers,~~for inconsulting ~~lieu~~services ~~of compensation~~ fair valued at $~~132~~95,~~000,~~760 based on the market price on the date of grant;. The Company will expense these shares on a monthly basis through December 31, 2026.

F-20

x)	(25,000) shares returned in October 2024 by an executive officer for cancellation of shares issued in lieu of compensation valued at $13,750;
xi)	90,000 shares related to vesting of restricted stock units (“RSUs”), vesting in October 2024; and
xii)	225,000 shares in connection with the sale of stock in October and November 2024 in exchange for proceeds of $112,500 at a price of $0.50 per share;
xiii)	25,000 shares in October 2024 to a service provider for consulting services fair valued based on the market price on the date of grant of $11,500;
xiv)	60,000 shares in December 2024 to a service provider for consulting services fair valued based on the market price on the date of grant of $26,280;
xv)	375,000 shares in December 2024 to the Company’s executive officers for performance services fair valued based on the market price on the date of grant of $150,750;
xvi)	121,808 shares in December 2024 to the Company’s executive officers for conversion of accrued bonus fair valued at $50,000;
xvii)	72,812 shares related to vesting of restricted stock units (“RSUs”), vesting in December 2024.
xviii)	946,154 shares in connection with the sale of stock in January and February 2025 in exchange for proceeds of $615,00 at a price of $0.65 per share;
xix)	104,000 shares in January 2025 to service providers for consulting services fair valued based on the market price on date of grant of $77,780;
xx)	70,000 shares in January and February 2025 to employees for performance services fair valued based on the on date of grant of $41,500;
xxi)	52,500 shares related to vesting of restricted stock units (“RSUs”), vesting in January 2025;
xxii)	20,000 shares in February 2025 to service providers for consulting services fair valued based on the market price on the date of grant of $16,000;
xxiii)	20,000 shares in February 2025 to a Board Director for consulting services fair valued based on the market price on the date of grant of $10,800;
xxiv)	1,000,000 shares in February 2025 for purchase of an exclusive licensing agreement with VetStem, Inc fair valued at $1,000,000
xxv)	20,000 shares in March 2025 to service providers for consulting services fair valued at market on the date of grant of $11,000;
xxvi)	230,770 shares in March 2025 for investment in Digital Landia valued at $150,000;
xxvii)	225,000 shares in March 2025 to the Company’s executive officers for performance services fair valued at market on the date of grant of $156,250;
xxviii)	68,628 shares in March 2025 to the Company’s executive officers for conversion of accrued bonus fair valued at $35,000;
xxix)	150,072 shares in March 2025 for stock option buyout program fair valued at $72,808;
xxx)	20,312 shares related to vesting of restricted stock units (“RSUs”), vesting in March 2025;
xxxi)	2,317 shares in March 2025 related to a cashless warrant exercise

For the year ended March 31, 2024, the Company issued 6,108,400 shares of common stock as follows:

i) 793,585 shares in connection with the sale of stock in a registered direct offering which closed in April 2023 in exchange for proceeds of $2,182,359 net of offering costs of $88,765, at a price of $2.75 per share. The Company received $137,500 of those proceeds on March 31, 2023. The Company recorded this in common stock to be issued at March 31, 2023, and moved it to common stock and additional paid-in capital upon the issuance of shares of common stock in April 2023. ii) From April 2023 through June 2023, 30,300 shares related to vesting of RSUs to John Lai, the Company’s Chief Executive Officer, in lieu of compensation valued as of $74,589; iii) From April 2023 through June 2023, 49,998 shares to service providers for consulting services valued at $123,078; iv) From July 2023 through September, 2023, 349,498 shares to service providers for consulting services valued at market on the date of grant of $740,978; v) In August 2023, sale of 1,200,002 shares of common stock in exchange for proceeds of $1,775,782, net of offering costs of $24,218, at a price of $1.50 per share; vi) In August 2023, 385,000 shares issued in connection with the conversion of the Convertible Debentures totaling $577,500 including $27,500 of accrued interest at a price of $1.50 per share; vii) From August 2023 through September 2023, 34,678 shares issued pursuant to two warrant holder’s cashless exercise of warrants for purchase of 63,584 shares of common stock at an average strike price of $1.34 per share; viii) From July 2023 through August 2023, 28,250 shares related to vesting of restricted stock units (“RSUs”); ix) In August 2023, 20,200 shares issued related to vesting of RSUs to John Lai, the Company’s Chief Executive Officer, in lieu of compensation valued at $41,006 x) 125,000 shares in connection with the sale of stock in October 2023 in exchange for proceeds of $200,000;

F-21

xi)	(250,000) shares returned in October 2023 from a service provider for cancellation of consulting agreement valued at $537,500;
xviii)	109,650 shares in January 2026, fair valued at $125,000, for conversion of $125,000 of accrued dividends on Series B Preferred Stock.
xii)	During November and December 2024, an aggregate of 674,000 shares were sold pursuant to the “At The Market” (ATM) agreement. Proceeds from the sales were $959,033 less offering expenses of $65,779 to arrive at net proceeds of $893,254;
xix)	15,097 shares in January and February 2026, to a service provider for advisory services fair valued at $16,782 based on the market price at date of grant and expensed in the same period that they were issued.
xiii)	From October 2023 through December 2023, 167,004 shares in October 2023 to service providers for consulting services valued at market on the date of grant of $293,123;
xx)	200,148 shares to employees in January and March 2026 for performance services fair valued at $141,330 based on the market price at date of grant and expensed in the same period that they were issued.
xiv)	During October through December 2023, 11,250 shares related to vesting of RSUs;
xxi)	136,332 shares in January 2026 and March 2026 to the board of directors for advisory services and compensation fair valued at $98,640 based on the market price date of grant and expensed in the same period they were issued.
xv)	During December 2023, 352,224 shares in connection with the sale of stock in exchange for proceeds of $290,000.
xxii)	843,750 shares in January 2026 to March 2026 in connection with the sale of stock at a price of $0.80 per share in exchange for proceeds of $675,000
xvi)	In January 2024, 1,386,469 shares were sold through the sale of stock in exchange for proceeds of $1,247,819;
xxiii)	10,000 shares in March 2026 to a service provider for consulting services fair valued at $6,940 based on the market price at date of grant and expensed for the period ending March 31, 2026.
xvii)	During January through March 2024, 109,834 shares were issued related to vesting of RSUs;
xviii)	During January through March 2024, 324,000 shares were issued to service providers for consulting services valued at market on the date of grant of $423,216;
xix)	In February 2024, 164,340 shares were issued in connection with the conversion of a convertible note in totaling $123,255 including $3,255 of accrued interest at a price of $.75 per share;
xx)	During February 2024, 152,768 shares were sold in connection with the sale of stock in exchange for proceeds of $1,247,819.

~~The~~During ~~Company~~the ~~has~~year ~~issued~~ended ~~shares~~March of31, ~~common~~2025, ~~stock to providers of consulting services which are reported in~~ the ~~Consolidated~~Company ~~Statements~~issued ofa ~~Stockholders’ Equity.~~total ~~The value~~ of ~~these~~7,122,917 shares ~~is reported as a prepaid expense and are amortized to expense over the contractual life~~ of ~~the~~common ~~respective consulting agreements. The amortization of~~ stock ~~issued for services as reported in the Consolidated Statements of Cash Flows was $229,380~~ and ~~$442,559~~canceled ~~for the years ended March 31~~25,000 ~~2025 and 2024~~shares, ~~respectively.~~as detailed below:

i)	1,889,434 shares in connection with the sale of stock in April and May 2024 in exchange for proceeds of $1,322,600 at a price of $0.70 per share;
ii)	430,798 shares in April 2024 in connection with the conversion of a convertible note plus interest in exchange for proceeds of $301,558 at a price of $0.70 per share;
iii)	320,000 shares in April 2024 to service providers for consulting services fair valued based on the market price on the date of grant of $173,400;
iv)	56,000 shares in May 2024 to service providers for consulting services fair valued based on the market price on the date of grant of $40,760;
v)	150,000 shares related to vesting of restricted stock units (“RSUs”), vesting in April 2024;
vi)	120,000 shares in July 2024 to service providers for consulting services fair valued based on the market price on the date of grant of $56,020;
vii)	5,000 shares related to vesting of restricted stock units (“RSUs”), vesting in July 2024;
viii)	37,312 shares related to vesting of restricted stock units (“RSUs”), vesting in September 2024;
ix)	240,000 shares in October 2024 to the Company’s executive officers, in lieu of compensation fair valued at $132,000, based on the market price on the date of grant;
x)	(25,000) shares returned in October 2024 by an executive officer for cancellation of shares issued in lieu of compensation valued at $13,750;
xi)	90,000 shares related to vesting of restricted stock units (“RSUs”), vesting in October 2024; and
xii)	225,000 shares in connection with the sale of stock in October and November 2024 in exchange for proceeds of $112,500 at a price of $0.50 per share;
xiii)	25,000 shares in October 2024 to a service provider for consulting services fair valued based on the market price on the date of grant of $11,500;
xiv)	60,000 shares in December 2024 to a service provider for consulting services fair valued based on the market price on the date of grant of $26,280;
xv)	375,000 shares in December 2024 to the Company’s executive officers for performance services fair valued based on the market price on the date of grant of $150,750;
xvi)	121,808 shares in December 2024 to the Company’s executive officers for conversion of accrued bonus fair valued at $50,000;
xvii)	72,812 shares related to vesting of restricted stock units (“RSUs”), vesting in December 2024.
xviii)	946,154 shares in connection with the sale of stock in January and February 2025 in exchange for proceeds of $615,00 at a price of $0.65 per share;
xix)	104,000 shares in January 2025 to service providers for consulting services fair valued based on the market price on date of grant of $77,780;
xx)	70,000 shares in January and February 2025 to employees for performance services fair valued based on the on date of grant of $41,500;
xxi)	52,500 shares related to vesting of restricted stock units (“RSUs”), vesting in January 2025;

F-22

xxii)	20,000 shares in February 2025 to service providers for consulting services fair valued based on the market price on the date of grant of $16,000;
xxiii)	20,000 shares in February 2025 to a Board Director for consulting services fair valued based on the market price on the date of grant of $10,800;
xxiv)	1,000,000 shares in February 2025 for purchase of an exclusive licensing agreement with VetStem, Inc fair valued at $1,000,000
xxv)	20,000 shares in March 2025 to service providers for consulting services fair valued at market on the date of grant of $11,000;
xxvi)	230,770 shares in March 2025 for investment in Digital Landia valued at $150,000;
xxvii)	225,000 shares in March 2025 to the Company’s executive officers for performance services fair valued at market on the date of grant of $156,250;
xxviii)	68,628 shares in March 2025 to the Company’s executive officers for conversion of accrued bonus fair valued at $35,000;
xxix)	150,072 shares in March 2025 for stock option buyout program fair valued at $72,808;
xxx)	20,312 shares related to vesting of restricted stock units (“RSUs”), vesting in March 2025;
xxxi)	2,317 shares in March 2025 related to a cashless warrant exercise

The Company has issued shares of common stock to providers of consulting services which are reported in the Consolidated Statements of Stockholders’ Equity. The value of these shares is 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 as reported in the Consolidated Statements of Cash Flows was $192,676 and $574,291 for the years ended March 31, 2026 and 2025, respectively.

Time-Based Restricted Stock Units

~~We have~~The Company has granted time-based restricted stock units to certain participants under the Amended Plan that are stock-settled with common shares. Time-based restricted stock units granted under the Amended Plan vest over three years. Total stock-based compensation expense included in the Consolidated Statements of Operations and Consolidated Statements of Cash Flows was $1,107,520 and $2,109,783 for the years ended March 31, 2025, and 2024, respectively, of which time-based restricted stock units was $319,619 and $667,668 for the years ended March 31, 2025, and 2024, respectively. At March 31, ~~2025~~2026, there was ~~approximately~~ $~~112,000~~0 of total unrecognized pre-tax compensation expense related to time-based restricted stock units ~~that is expected to be recognized over a weighted-average period of~~ .~~5 years.~~

~~Our~~The time-based restricted stock unit activity for the year ended March 31, ~~2025~~2026, was as follows:

	Units Outstanding			Weighted Average Grant Date Fair Value Per Unit		Aggregate Intrinsic Value (1)
Balance at March 31, 2024		32,000		$	4.08	$	32,000
Granted		611,250			0.66		-
Vested		(427,936	)		0.89		-
Cancelled		(10,000	)		3.04		-
Balance at March 31, 2025		205,314		$	0.58	$	123,188
Vested		(185,314	)		0.59		-
Cancelled/Forfeited		(20,000	)		0.55		-
Balance at March 31, 2026		-		$	-	$	-

1) The aggregate intrinsic value of restricted stock units outstanding is calculated as the difference between the exercise price of the underlying awards and the closing stock price of $0.60 for the Company’s common stock on March 31, 2025 and the closing stock price of $0.70 for the Company’s common stock on March 31, 2026.

F-22

Stock Options

Stock options issued to employees typically vest over three years and have a contractual term of seven years. ~~Total stock~~Stock-based compensation expense included in the Consolidated Statements of Operations ~~and Consolidated Statements of Cash Flows~~ was $113,~~107,520~~ 772 and $2485,109~~,783~~ for the years ended March 31, ~~2025~~2026, and ~~2024~~2025, respectively,. As of ~~which~~March ~~stock options was $485~~31,~~109~~ ~~and $1~~2026,~~102,522~~ ~~for~~all ~~the~~outstanding ~~years~~options ~~ended~~were ~~March 31,~~fully ~~2025~~vested; ~~and 2024~~therefore, ~~respectively. At March 31, 2025,~~ there was ~~approximately $4,888 of total~~ no unrecognized stock option expense ~~which is expected to be recognized on a straight-line basis over a weighted-average period of 0~~.~~2 years.~~

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model. Annually, we make predictive assumptions regarding future stock price volatility, dividend yield, expected term and forfeiture rate. The dividend yield assumption is based on expected annual dividend yield on a grant date. To date, no dividends on common stock have been paid by us. Expected volatility for grants is based on our average historical volatility over a similar period as the expected term assumption used for our options as the expected volatility. The risk-free interest rate is based on yields of U.S. Treasury securities with maturities similar to the expected term of the options for each option group. We use the “simplified method” to determine the expected term of the stock option grants. We utilize this method because we do not have sufficient public company exercise data in which to make a reasonable estimate.

The following table sets forth the assumptions used to estimate fair values of our stock options granted:

SCHEDULE OF ESTIMATED FAIR VALUE ASSUMPTION

	Year Ended March 31, 2025			Year Ended March 31, 2024
Expected term		3 years			6 years
Expected volatility		135.6	%		75.9 – 95.7	%
Risk-free interest rate		4.07	%		3.46% - 4.52	%
Expected dividend yield		-	%		-	%
Weighted average estimated fair value of options during the year	$	0.24		$	1.20 - $2.75

Our stock option activity for the years ended March 31, 2025 and 2024 was as follows:

SCHEDULE OF STOCK OPTION ACTIVITY

	Options Outstanding			Weighted- Average Exercise Price Per Share		Weighted-Average Remaining Contractual Life		Aggregate Intrinsic Value (1)
Balance at March 31, 2024		1,509,122			1.98		5.7 years	$	-
Granted		122,000			0.80		-		-
Cancelled		(1,473,168	)		2.02		-		-
Balance at March 31, 2025		157,954		$	0.86		0.2 years	$	-
Options exercisable at March 31, 2025		35,954		$	1.06		-		-

(1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of $0.60 for the Company’s common stock on March 31, 2025 and the closing stock price of $0.60 for the Company’s common stock on March 31, 2024.

F-23

~~The~~No ~~following~~stock ~~summarizes~~options ~~additional~~were ~~information~~granted ~~about~~or ~~our~~valued ~~stock~~during ~~options:~~the year ended March 31, 2026; therefore, no weighted-average assumptions are presented for the period.

~~SCHEDULE~~Stock option OFactivity ~~ADDITIONAL~~for ~~INFORMATION~~the ~~ABOUT~~years ~~STOCK~~ended ~~OPTIONS~~March 31, 2026 and 2025 was as follows:

	Year Ended March 31, 2024		Year Ended March 31, 2024
Number of:
Non-vested options, beginning of period		936,707		709,394
Non-vested options, end of period		122,000		936,707
Vested options, end of period		35,954		572,415

	Year Ended March 31, 2025			Year Ended March 31, 2024
	Options Outstanding			Weighted- Average Exercise Price Per Share		Weighted-Average Remaining Contractual Life		Aggregate Intrinsic Value (1)
Weighted-average grant date fair value of:
Balance at March 31, 2024		1,509,122		$	1.98		5.7 years	$	-
Non-vested options, beginning of period	$	1.84		$	2.23
Granted		122,000			0.80		-		-
Non-vested options, end of period	$	0.80		$	1.84
Cancelled		(1,473,168	)		2.02		-		-
Vested options, end of period	$	1.06		$	2.21
Balance at March 31, 2025		157,954			0.86		0.2 years	$	-
Forfeited options, during the period	$	-		$	2.03
Granted		-			-		-		-
Exercised		-			-		-		-
Cancelled/Forfeited		(122,000	)		0.80		-		-
Balance at March 31, 2026		35,954		$	1.06		0.75 years	$	-
Options exercisable at March 31, 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 $0.70 for the Company’s common stock on March 31, 2026, and the closing stock price of $0.60 for the Company’s common stock on March 31, 2025.

F-24

Warrants

During the year ended March 31, ~~2025~~2026, the Company issued warrants to purchase an aggregate of 72,~~110~~490,~~232~~000 shares of common stock as follows:

i) 430,798 warrants in April 2024 in connection with the conversion of convertible debentures to common stock valued at $96,456; ii) 1,889,434 warrants in May 2024 in connection with the sale of stock in a private offering; iii) 3,045,000 warrants in July 2024 in connection with the sale of Series A preferred stock in a private offering; iv) 250,000 warrants in February and March 2025 in connection with the purchase of an exclusive license agreement with VetStem; fair value of $46,030; v) 1,000,000 warrants in February 2025 in connection with the investment in Digital Landia fair valued at $35,197; vi) 250,000 warrants in February 2025 in connection with two investors who put in $500,000 in a short term convertible note; vii) 150,000 warrants in February and March 2025 to a board member who put in $300,000 proceeds for a short-term promissory note; viii) 95,000 warrants in March 2025 to a service provider fair valued at $15,775

i)	470,000 warrants from June 2025 through January 2026 in connection with consulting agreements fair valued at $147,483 and recorded as stock compensation expense.
ii)	2,020,000 warrants from January through March 2026 in connection with the sale of stock in a private offering

During the year ended March 31, 2024 the Company issued warrants to purchase an aggregate of 4,386,463 shares of common stock as follows:

i) 1,200,002 warrants in August 2023 in connection with the sale of stock in the Registered Offering valued at $1,273,365; ii) 385,000 warrants in August 2023 in connection with the conversion of convertible debentures to common stock valued at $646,197; iii) 300,000 warrants in August 2023 to service providers valued at $234,741; iv) 80,000 warrants in August 2023 to service providers valued at $87,485; and v) 352,224 warrants in December 2023 in connection with the sale of stock in a private offering vi) 430,000 warrants in January 2024 in connection with the sale of stock in a private offering vii) 1,639,237 warrants in February 2024 in connection with the sale of stock in a private offering

These warrants’ fair values were arrived at by using the Black-Scholes valuation model with the following assumptions:

	Year Ended			Year Ended
	March 31, 2025
	March 31, 2026			March 31, 2025
Stock price on valuation date	$	0.49 70- $01.6815		$	0.49 - $0.68
Exercise price	$	0.50 75-$31.0010		$	0.50 -$3.00
Term (years)		2.0 – 3.0			2.0 – 3.0
Volatility		~~115~~106.1% - ~~140~~119.133	%		115.1%-140.1	%
Risk-free rate		43.~~02%~~ 72- 43.6481	%		4.02 – 4.64	%

~~F-24~~A summary of warrant activity for the years ended March 31, 2026, and 2025 is as follows:

A summary of warrant activity for the years ended March 31, 2025, and 2024 is as follows:

SCHEDULE OF WARRANT ACTIVITY

	Number of Warrants			Weighted- Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Weighted- Average Exercisable Price
Outstanding, March 31, 2024		7,768,946			3.29		5.7		3.29
Issued		7,110,232			-		-		-
Expired		(246,319	)		-		-		-
Outstanding, March 31, 2025		14,632,859		$	2.40		2.1	$	2.40
Granted and issued		2,490,000			0.83		2.83		0.83
Exercised		(940,000	)		0.91		-		0.97
Expired		(183,778	)		-		-		-
Outstanding, March 31, 2026		15,999,081			-		0		-
Warrants exercisable at March 31, 2026		15,999,081		$	2.26		1.58	$	2.26

~~Total~~During ~~stock-based compensation expense included in~~ the ~~Consolidated~~year ~~Statements of Operations and Consolidated Statements of Cash Flows was $1,107,520 and $2,109,783 for the years~~ ended March 31, 2025, ~~and~~the ~~2024,~~Company ~~respectively,~~issued ~~of which~~ warrants ~~was~~to ~~$300,230~~purchase ~~and~~an ~~$339,644~~aggregate ~~for the~~of ~~year ended March 31~~7, ~~2025 and 2024~~110,232 ~~respectively.~~shares Atof ~~March~~common ~~31,~~stock ~~2025,~~as ~~there was no future unrecognized warrant expense.~~follows:

~~NOTE 15~~i) –430,798 ~~INCOME~~warrants ~~TAXES~~in April 2024 in connection with the conversion of convertible debentures to common stock valued at $96,456; ii) 1,889,434 warrants in May 2024 in connection with the sale of stock in a private offering; iii) 3,045,000 warrants in July 2024 in connection with the sale of Series A preferred stock in a private offering; iv) 250,000 warrants in February and March 2025 in connection with the purchase of an exclusive license agreement with VetStem; fair value of $46,030; vi) 1,000,000 warrants in February 2025 in connection with the investment in Digital Landia fair valued at $35,197; vii) 95,000 warrants in March 2025 to a service provider fair valued at $15,775

The following table presents the net deferred tax assets as of March 31, 2025 and 2024:

SCHEDULE OF DEFERRED TAX

	2025			2024
Net operating loss carryforwards	$	12,723,000			10,786,000
Stock compensation		1,857,000			1,539,000
Other		98,000			74,000
Total deferred tax assets		14,678,000			12,399,000
Valuation allowance		(14,678,000	)		(12,399,000	)
Net deferred tax assets	$	-		$	-

F-25

~~Current income~~Warrants ~~taxes~~expense ~~are~~was ~~based~~recorded ~~upon~~at $343,184 and $300,230 for the year’s ~~income~~ended ~~taxable~~March ~~for~~31, ~~federal~~2026 and ~~state~~2025, ~~tax~~respectively. ~~reporting~~At March ~~purposes.~~31, ~~Deferred~~2026, ~~income~~unrecognized ~~taxes~~warrant ~~(benefits) are~~expense ~~provided~~of ~~for~~$344,021 is ~~certain~~expected ~~income~~to ~~and~~be ~~expenses,~~recognized ~~which~~on ~~are~~a ~~recognized~~quarterly inbasis ~~different~~over ~~periods~~the remaining ~~for~~13 ~~tax~~to ~~and~~35 ~~financial~~month ~~reporting~~vesting ~~purposes~~period.

~~Deferred~~NOTE ~~tax~~14 ~~assets~~– ~~and~~INCOME liabilities are computed for differences between the financial statements and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the period in which the differences are expected to affect taxable income. The Company’s deferred income taxes arise from the temporary differences between financial statement and income tax recognition of net operating losses. These loss carryovers would be limited under the Internal Revenue Code should a significant change in ownership occur within a three-year period.TAXES

~~At March~~No ~~31,~~income ~~2025 and 2024, respectively, the Company had net operating loss carryforwards of approximately $44,300,000 and $37,500,000. The ultimate realization of deferred~~ tax ~~assets~~benefit ishas ~~dependent~~been ~~upon~~recorded ~~the~~for ~~generation of future taxable income during~~ the ~~periods in~~years ~~which~~ended ~~those~~March ~~temporary~~31, ~~differences become deductible. Management considers the scheduled reversal of deferred tax liabilities~~2026, ~~the projected future taxable income~~ and ~~tax planning strategies in making this assessment. Based on management’s analysis~~2025, ~~they concluded~~as ~~not to retain a deferred tax asset since it is uncertain whether~~ the Company ~~can~~has ~~utilize~~incurred ~~this~~operating ~~asset~~losses inand ~~future~~maintains ~~periods. Therefore, they have established~~ a full ~~reserve against this asset. The change in the~~ valuation allowance ~~during~~against ~~the~~its ~~years ended March 31, 2025 and 2024 was approximately $2,279,000 and $3,037,000, respectively. The~~ net ~~operating loss carryforwards prior to 2019, if not utilized, generally expire twenty years from the date the loss was~~ ~~incurred,~~deferred ~~and~~tax ~~losses incurred after 2019 are carried forward indefinitely and subject to annual limitations for federal and Minnesota purposes~~assets.

~~Of the~~The ~~approximately~~following ~~$44,300,000~~table inpresents ~~net~~the ~~operating~~tax ~~loss~~effects ~~carryforwards,~~of ~~approximately $7,000,000 has been accumulated in our pre-merger operating~~temporary ~~subsidiary,~~differences ~~Gel-Del~~that ~~Technologies,~~give ~~Inc.~~rise ~~IRC~~to ~~382~~significant ~~provides~~portions ~~guidance~~of ~~around whether or not~~ the ~~Company~~deferred istax ~~able~~assets toand ~~utilize~~liabilities ~~the~~as ~~pre-merger Gel-Del~~of ~~Technologies~~March 31, ~~Inc. net operating loss of approximately $7~~2026,~~000,000.~~ ~~Management~~and ~~is currently analyzing whether or not these pre-merger dollars will be allowable if our deferred tax asset is ever realized.~~2025:

~~The~~ SCHEDULE ~~reconciliation~~OF ofDEFERRED ~~the statutory federal rate to the Company’s effective income tax rate is as follows:~~TAX

	March 31, 2026			March 31, 2025
Deferred income tax asset:
Net operating loss carryforwards	$	14,816,000		$	12,723,000
Stock compensation		2,398,000			1,857,000
Other		637,000			98,000
Total deferred tax assets		17,851,000			14,678,000
Valuation allowance		(17,851,000	)		(14,678,000	)
Net deferred tax assets	$	-		$	-

As of March 31, 2026, the Company had net operating loss carryforwards of approximately $51,550,000 of which $7,000,000 has been accumulated in our pre-merger operating subsidiary, Gel-Del Technologies, Inc. Internal Revenue Code (“IRC”) 382 potentially limits the utilization of net operating losses when there is a greater than 50% change in ownership. The Company has not performed an analysis under IRC 382 related to the changes in ownership, which could place certain limits on the company’s ability to utilize the NOLs.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, the projected future taxable income and tax planning strategies in making this assessment. Management concluded that it is more likely than not that the deferred tax assets will not be realized and, accordingly, has recorded a full valuation allowance against the net deferred The change in the valuation allowance during the years ended March 31, 2026, and 2025 was $3,173,000 and $2,279,000, respectively. The net operating loss carryforwards prior to 2019, if not utilized, generally expire twenty years from the date the loss was incurred, and losses incurred in 2019 and after are carried forward indefinitely and subject to annual limitations for federal purposes. Minnesota loss carryforwards expire fifteen years from the date the loss was incurred and are subject to annual limitations.

A reconciliation of the benefit for income taxes to the amount computed by applying the 21% statutory U.S. federal income tax rate to income before income taxes after the adoption of ASU 2023-09 is as follows for years ended March 31, 2026, and 2025:

	2025			2024
	2026			2026			2025			2025
Tax benefits at statutory rate		21.0	%		21.0	%
U.S. Federal Statutory Tax Rate	$	(2,199,471	)		21.00	%	$	(1,763,825	)		21.00	%
State income tax benefit, net of federal		7.7	%		7.7	%
State and Local Income Taxes(1)		-			0.00	%		-			0.00	%
Gross Effective Rate		28.7	%		28.7	%
Domestic Federal:
Valuation allowance		(28.7	%)		(28.7	%)
Nontaxable or Nondeductible items		40,889			-0.39	%		32,489			-0.39	%
Net effective rate		-			-
Other		(159,733	)		1.52	%		66,212			-0.79	%
Changes in Valuation Allowance	$	2,318,315			-22.13	%	$	1,665,124			-19.82	%
Totals		-			0.00	%		-			0.00	%

(1) The ~~Company’s~~ ~~continuing~~state ~~practice~~that iscontributes to ~~recognize~~the ~~interest~~majority ~~and/or~~(greater ~~penalties~~than ~~related~~50%) toof ~~income~~the tax ~~matters~~effect in ~~income~~this ~~tax~~category ~~expense.~~is ~~As of March 31, 2025 and 2024, the Company had no accrued interest and penalties related to uncertain tax positions~~Minnesota.

~~The~~No ~~Company~~income istaxes ~~subject~~were topaid ~~taxation~~during in the ~~U.S.~~years ~~and~~ended ~~Minnesota.~~March ~~Our~~31, ~~tax~~2026 ~~years for 2020~~ and ~~forward are subject to examination by tax authorities~~2025. ~~The Company is not currently under examination by any tax authority.~~

~~Management has~~As ~~evaluated~~of ~~tax~~March ~~positions~~31, in2026 ~~accordance~~and ~~with~~2025, ~~FASB~~the ~~ASC~~Company ~~740,~~had no unrecognized tax benefits and ~~has~~did not ~~identified~~incur any interest or penalties related to uncertain tax positions. Accordingly, ~~other~~no ~~than~~accrual ~~those~~for ~~discussed~~uncertain ~~above,~~tax positions ~~that~~was ~~require~~recorded ~~disclosure~~as of those dates.

~~NOTE~~The Company 16is –subject ~~SEGMENT~~to ~~REPORTING~~taxation in the U.S. and Minnesota. Tax years for 2022 and forward are subject to examination by tax authorities. The Company is not currently under examination by any tax authority.

~~The~~As Company manages the business activities on a consolidated basis and operates in one reportable segment. The Company’s reportable segment is an emerging biomedical device company focused on the manufacturing, commercialization, and licensing of ~~innovative~~ ~~medical~~March ~~devices and therapeutics for animals. The segment is animal health products. As the Company has one reportable segment~~31, ~~sales and marketing~~2026, ~~research~~ and ~~development~~2025, ~~including clinical trial expenses and general and administrative expenses are equal to consolidated results. Financial results for~~ the Company’s ~~reportable~~had ~~segment~~no ~~have~~uncertain ~~been prepared~~tax using a management approach, which is consistent with the basis and manner in which financial information is evaluated by the Company’s Chief Operating Decision Maker (“CODM”) in allocating resources and in assessing performancepositions. The Company’s CODM is the Chief Financial Officer. The measurement of segment profit or loss that the CODM uses to evaluate the performance of the Company’s segment is net income attributable to animal health financial budgets and actual results used by the CODM to assess performance and allocate resources, as well as strategic decisions related to headcount and other expenditures are reviewed on a consolidated basis. The CODM considers the impact of the significant segment expenses in the table below on operating income (loss) when deciding where and when to make expenditures.

SCHEDULE OF SEGMENT INFORMATION TEXT BLOCK

	2025			2024
	For the Years Ended March 31,
	2025			2024
NET REVENUE	$	1,132,533		$	968,706
Cost of Sales		137,677			101,823
Gross Profit		994,856			866,883
OPERATING EXPENSES
Sales and marketing		2,644,095			3,399,666
Research and development		1,583,250			1,395,371
General and administrative		4,823,230			6,693,186
Total operating expenses		9,050,575			11,488,223
NET OPERATING LOSS		(8,055,720	)		(10,621,340	)

NOTE 17 – SUBSEQUENT EVENTS

On April 1, 2025, the Company issued 52,500 shares related to vesting of restricted stock units (“RSUs”).

From April 3, 2025 to July 10, 2025, the Company issued a total of 68,000 shares to service providers for consulting services with a fair value on the date of grant of $46,420.

On June 6, 2025, the Company issued 70,000 shares related to a warrant exercise with proceeds of $140,000.

On June 10, 2025, the Company entered into a short-term convertible promissory note with an accredited investor for $160,000 with an annual interest rate of 10% and a maturity date of December 31, 2025. The principal amount and all accrued interest of the convertible note may be converted to shares of common stock (“Shares”) at a conversion price of $0.75 per Share. The Company also issued 75,000 warrants, with a strike price of $0.75, a term of 2 years and a relative fair value of approximately $20,000, which will be reflected as a discount to the convertible note.

In May and June 2025, the Company received $4,400,000 in connection with the Series B Preferred Stock subscription receivable.

In May and June 2025, three of the Company Directors collectively entered into three short-term notes in an aggregate amount of $12,000 with an annual interest rate of 10% and a maturity date that is the earlier of December 31, 2025, or the closing of our Series B Preferred round.

On June 10, 2025, the Company issued 225,000 warrants to two consultants, with a strike price of $0.75, having a 3three-year term and fair valued at $68,363, which will be expensed over thirty-six months.

In June 2025, a warrant holder exercised 70,000 warrants with a strike price of $2.00 per share resulting in $140,000 proceeds to the Company. As an inducement to have the warrant holder exercise the warrant at $2.00 when the closing price of the common stock was $0.70, the Company issued the warrant holder 70,000 new warrants, with a three 3year term, a strike price of $1.00 per share and a fair value of approximately $17,000, which was immediately expensed.

On July 1, 2025, pursuant to an employment letter, the Company issued 16,694 shares of restricted common stock to an employee, fair valued at $12,000, which will be expensed over six month service period.

F-26

NOTE 15 – SEGMENT REPORTING

The Company manages the business activities on a consolidated basis and operates in one reportable segment. The Company’s reportable segment is an emerging biomedical device company focused on the manufacturing, commercialization, and licensing of innovative medical devices and therapeutics for animals. The segment is animal health products. As the Company has one reportable segment, sales and marketing, research and development, including clinical trial expenses and general and administrative expenses are equal to consolidated results. Financial results for the Company’s reportable segment have been prepared using a management approach, which is consistent with the basis and manner in which financial information is evaluated by the Company’s Chief Operating Decision Maker (“CODM”) in allocating resources and in assessing performance. The Company’s CODM is the Chief Executive Officer. The measurement of segment profit or loss that the CODM uses to evaluate the performance of the Company’s segment is net income attributable to animal health financial budgets and actual results used by the CODM to assess performance and allocate resources, as well as strategic decisions related to headcount and other expenditures are reviewed on a consolidated basis. The CODM considers the impact of the significant segment expenses in the table below on operating income (loss) when deciding where and when to make expenditures.

	2026			2025
	For the Years Ended March 31,
	2026			2025
NET REVENUE	$	1,141,607		$	1,132,533
Cost of Sales		386,856			137,677
Gross Profit		754,751			994,856
OPERATING EXPENSES
Sales and marketing		3,069,104			2,644,095
Research and development		1,415,032			1,583,250
General and administrative		4,333,577			4,823,230
Impairment expense		1,000,000			-
Total operating expenses		9,817,713			9,050,575
NET OPERATING LOSS		(9,062,962	)		(8,055,720	)

NOTE 16 – SUBSEQUENT EVENTS

On April 7, 2026, the Company received $600,000 proceeds from the March 31, 2026 subscription receivable, in connection with the sale of 750,000 shares of common stock issued at $0.80 per share recorded against a subscription receivable and common stock to be issued on March 31, 2026.

In April 2026, the Company issued an aggregate of 70,652 shares of common stock to an employee and board members with a fair value on the date of grant of $49,750, recorded as stock compensation expense.

In April 2026, the Company issued 176,174 shares of common stock, with a fair value of $125,000 to settle $125,000 of accrued dividends on Series B Preferred Stock.

In May 2026, the Company issued an aggregate of 325,000 shares of common stock to employees for performance bonuses with a fair value of $253,500 recognized as compensation expense on the date of issuance.

In May 2026, the Company issued 25,000 shares of common stock to an employee pursuant to an employment agreement as compensation with a fair value of $19,975 recognized as compensation expense on the date of issuance.

On June 8, 2026, the Company signed a private placement subscription agreement with one investor for a total of 1,875,000 shares of common stock with a fair value of $0.80 per share for total proceeds of $1,500,000 recorded as a subscription receivable and common stock to be issued. Total proceeds received against the subscription receivable at June 29, 2026 totaled $150,000 for 187,500 shares of common stock. These shares have not been issued yet by the stock transfer agent, as of June 29, 2026.

In June 2026, the Company issued 10,000 shares of common stock to an employee pursuant to an employment agreement as compensation with a fair value of $7,000 recognized as compensation expense on the date of issuance.

In June 2026, the Company issued 200,000 shares of common stock to a service provider pursuant to a consulting agreement. The shares had a fair value of $160,000, which will be recognized as advertising and promotion expense on a straight-line basis over the three-month agreement term from June 15, 2026 through September 15, 2026.

On June 22, 2026, the Company entered into a promissory note totaling $150,000. The note accrues interest at a rate of 6% per annum, has a maturity date of June 22, 2027 and has no conversion terms.

F-27

Filing Compare · PetVivo Holdings, Inc.