PETVIVO HOLDINGS, INC. (OTCMKTS:TENP) Files An 8-K Entry into a Material Definitive Agreement

PETVIVO HOLDINGS, INC. (OTCMKTS:TENP) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive Agreement

On March 20, 2017, PetVivo Holdings, Inc., a Nevada corporation
(PetVivo), Gel-Del Technologies, Inc., a Minnesota corporation
(Gel-Del) and PetVivo Holdings Newco, Inc., a Minnesota
corporation (Newco) entered into an Agreement of Merger, attached
hereto as Exhibit 2.1 (the Merger Agreement). Under the terms of
this reverse triangular merger, Newco will merge with and into
Gel-Del to Minnesota law (the Merger), resulting in Gel-Del being
the surviving corporation of the Merger and becoming a wholly
owned subsidiary of PetVivo. The Merger will become effective
upon the filing of Articles of Merger with the Secretary of State
of Minnesota (the Effective Time).

Under the terms of the Merger, each share of Gel-Del common stock
issued and outstanding immediately prior to the Effective Time
(other than any dissenting shares) will be as of the Effective
Time automatically converted into and exchanged for 0.78 common
share of PetVivo (the Merger Ratio), resulting in Gel-Del
becoming a wholly owned subsidiary of PetVivo. For example, a
shareholder owning 1000 shares of pre-merger Gel-Del common
shares will after the Merger own 780 common shares of PetVivo.

As a result of the Merger, all pre-merger outstanding common
shares of Gel-Del shall after the Merger constitute approximately
30% of the total post-merger outstanding common shares of
PetVivo.

PetVivo and Gel-Del have made customary representations,
warranties and covenants in the Merger Agreement, including
conducting their respective businesses in the ordinary course
until the Effective Time of the Merger, not to take or engage in
certain material kinds of transactions prior to the Effective
Time, and obtaining all consents and approvals necessary to
complete and consummate the Merger. The Merger Agreement also
includes certain termination rights, including PetVivo having the
right to terminate the Merger if Gel-Del shareholders have not
approved the Merger prior to April 15, 2017.

The foregoing description of the Merger and Merger Agreement does
not purport to be complete and is qualified in its entirety by
reference to the complete text of the Merger Agreement, a copy of
which is filed herewith as Exhibit 2.1 and is incorporated herein
by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

2.1

Agreement of Merger dated March 20, 2017, by and among
PetVivo Holdings, Inc., Gel-Del Technologies, Inc., and
PetVivo Holdings Newco, Inc.

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