Current Report Filing (8-k)
March 08 2022 - 3:01PM
Edgar (US Regulatory)
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2022-03-04
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2022-03-04
2022-03-04
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PETV:WarrantsToPurchaseCommonStockMember
2022-03-04
2022-03-04
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
March
4, 2022
Date
of Report (Date of earliest event reported)
PETVIVO
HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-40715 |
|
99-0363559 |
| (State
or other jurisdiction of incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
5251
Edina Industrial Blvd.
Edina,
Minnesota |
|
55349 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(952)
405-6216
Registrant’s
telephone number, including area code
Check
the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(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
Nasdaq Stock Market LLC |
| Warrants
to purchase Common Stock |
|
PETVW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405
of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
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.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
The
information provided under Item 5.07 herein is incorporated into this Item 5.02 by reference.
Item
5.07. Submission of Matters to a Vote of Security Holders.
Annual
Meeting Voting Results
PetVivo
Holdings, Inc. (the “Company”) held its Annual Meeting on March 4, 2022. As of the close of business on January 10, 2022,
the record date for the Annual Meeting (the “Record Date”), there were 9,757,728 shares of Company common stock outstanding
and entitled to vote at the Annual Meeting. Each share of Company common stock was entitled to one (1) vote. Stockholders holding an
aggregate of 5,141,035 shares of Company common stock entitled to vote at the Annual Meeting, representing 52.63% of the outstanding
shares of Company common stock as of the Record Date, and which constituted a quorum thereof, were present in person or represented by
proxy at the Annual Meeting.
At
the Annual Meeting, the Company’s stockholders considered the proposals listed below, each of which is described in more detail
in the Company’s definitive proxy statement (“Proxy Statement”) for the Annual Meeting filed with the Securities and Exchange Commission on January 18, 2022.
The
final results of such stockholder voting on each proposal brought before the Annual Meeting are set forth below:
| Proposal No. 1 - |
Election of Directors. The director nominees proposed by the Board of Directors of the Company
(the “Board”) were elected to serve as members of the Board until the next annual meeting of stockholders and until their
successors are duly elected and qualified by the following final voting results: |
| |
|
Votes For |
|
|
Votes Withheld |
|
|
Broker Non-Votes |
|
| John Lai |
|
2,858,265 |
|
|
731,378 |
|
|
— |
|
| Robert Rudelius |
|
2,790,733 |
|
|
798,910 |
|
|
— |
|
| David Deming |
|
3,534,460 |
|
|
55,183 |
|
|
— |
|
| Joseph Jasper |
|
2,790,733 |
|
|
798,910 |
|
|
— |
|
| Scott Johnson |
|
3,567,043 |
|
|
22,600 |
|
|
— |
|
| James Martin |
|
3,534,460 |
|
|
55,183 |
|
|
— |
|
| Gregory Cash |
|
2,669,172 |
|
|
920,471 |
|
|
— |
|
| Proposal No. 2- |
Ratification of Appointment of Independent Registered Public Accounting Firm. The ratification
of the appointment of Assurance Dimensions, Inc. as the Company’s independent registered public accounting firm for the year
ending March 31, 2022, was approved by the following final voting results: |
| Votes For | | |
Votes Against | | |
Votes Abstained | | |
Broker Non-Votes | |
| 5,124,779 | | |
5,015 | | |
11,241 | | |
— | |
| Proposal No. 3- |
Advisory Vote on Say on Pay. The Company conducted an advisory vote on executive compensation,
as described in the Proxy Statement. This proposal was approved and the final voting results for the Say on Pay vote were as follows: |
| Votes For | | |
Votes Against | | |
Votes Abstained | | |
Broker Non-Votes | |
| 3,529,655 | | |
52,101 | | |
7,887 | | |
1,551,392 | |
| Proposal No. 4- |
Advisory Vote on Frequency of Say on Pay. The Company conducted an advisory vote on how frequently
the stockholders would like to provide the advisory Say on Pay vote. The alternatives were for every year, every other year, or every
third year. The stockholders approved, on a non-binding and advisory basis, holding the advisory vote on compensation paid to the
Company’s executive officers every three years. The final voting results for the frequency of the Say on Pay were as follows: |
| Every Year | | |
Every Two Years | | |
Every Three Years | | |
Votes Abstained | | |
Broker Non-Votes | |
| 1,026,819 | | |
338,304 | | |
2,217,080 | | |
7,440 | | |
1,551,392 | |
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit No. |
|
Description |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
| |
PETVIVO
HOLDINGS, INC. |
| |
|
|
| Date:
March 8, 2022 |
By:
|
/s/
John Lai |
| |
Name:
|
John
Lai |
| |
Title:
|
Chief
Executive Officer |
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