Material Agreement - Form 8-K

Item 1.01 Entry into a Material Agreement.

Effective as of April 10, 2024, A.L. Sarroff Fund, LLC (the "Lender"), a greater than 10% shareholder in PetVivo Holdings, Inc. (the "Company") entered into a promissory note dated April 10, 2024 (the "Promissory Note"), in the amount of $300,000, plus accrued interest that may be converted into up to approximately 435,000 Units; each Unit is one (1) restricted share of Company Common Stock, having a par value of $0.001 per share ("Share") and one (1) common stock purchase warrant ("Purchase Warrant"), granting the holder of one (1) Purchase Warrant thereof the right to purchase one (1) Share at any time from the issue date of the Warrant through and including the third (3rd) anniversary of such date, for a strike price of one dollar and fifty cents ($1.50) per Purchase Warrant (the "Warrants"). The maturity date of the Promissory Note is May 10, 2024, the interest rate is 10% per annum and the effective conversion price is $0.70 per Unit. The issuance of restricted shares of the Company's common stock upon conversion of the Promissory Note is exempt from registration under Section 4(a)(2) of the Securities Act. The Lender is sophisticated and represented in writing that he is an accredited investor and acquired the securities for his own account for investment purposes. A legend will be placed on the stock certificates issued upon conversion of the Promissory Note stating that the securities are "restricted securities" under Rule 144 of the Securities Act, have not been registered under the Securities Act and cannot be sold or otherwise transferred without registration or an exemption therefrom.

The foregoing is only a summary of the material terms of the Promissory Note and does not purport to be a complete description of the rights and obligations of the parties thereunder. The summary of the Promissory Note is qualified in its entirety by reference to the forms of such agreement, which is filed as Exhibit 10.1 this Current Report and incorporated herein by reference.