PETVIVO HOLDINGS, INC. (OTCMKTS:TENP) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01 Completion of Acquisition or Disposition of Assets
On April 10, 2017, registrant PetVivo Holdings, Inc. (PetVivo)
completed the acquisition of all outstanding shares of common
stock of Gel-Del Technologies, Inc., a Minnesota corporation
(Gel-Del). This acquisition was completed and closed through a
statutory merger between Gel-Del and Pet-Vivo Holdings Newco,
Inc., a Minnesota corporation and wholly owned subsidiary of
PetVivo, resulting in Gel-Del being the surviving entity and
becoming a wholly owned subsidiary of PetVivo (the Merger). The
Merger became effective upon its filing with the Secretary of
State of Minnesota on April 10, 2017.
Upon the effectiveness of the Merger, each share of Gel-Del
common stock outstanding immediately prior to the effective time
of the Merger was converted into the right to receive 0.788
common share of PetVivo. Gel-Del had no outstanding options,
warrants or other derivative securities or rights convertible
into its securities. Other terms of the Merger are contained in
Exhibit 2.1 of the Current Report on Form 8-K filed by PetVivo
with the SEC on March 3, 2017.
Item 3.02 Unregistered Sales of Equity
As a result of the Merger, PetVivo will issue a total of
5,450,000 shares of its unregistered common stock to the
pre-merger shareholders of Gel-Del common stock. The issuance of
these shares of common stock of PetVivo is unregistered in
reliance upon an exemption from registration under Section
4(a)(2) of the Securities Act of 1933, as amended.
Item 1.02 Termination of a Material Definitive
Effective April 10, 2017, the Stock Exchange Agreement dated
November 21, 2014 between PetVivo and Gel-Del was terminated
since that agreement became moot and superseded upon the
effectiveness of the Merger.
Item 9.01 Financial Statements and Exhibits
The audited consolidated financial statements of PetVivo and
Gel-Del for the two years ended March 31, 2016 and 2015 are
included in PetVivos Annual Report on Form 10-K filed with the
SEC on August 17, 2016, and are hereby incorporated into this
Current Report on Form 8-K. Accordingly, no pro forma financial
information is applicable.