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2025-07-28
2025-07-28
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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
Date of Report (Date of earliest event reported):
July 28, 2025
INSPIRE VETERINARY PARTNERS, INC.
(Exact name of registrant as specified in its charter)
| Nevada |
|
001-41792 |
|
85-4359258 |
| (State or other jurisdiction |
|
(Commission File Number) |
|
(I.R.S. Employer |
| of incorporation) |
|
|
|
Identification No.) |
780 Lynnhaven Parkway, Suite 400
Virginia Beach, VA |
|
23452 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (757) 734-5464
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
| ☐ | 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 $0.0001 |
|
IVP |
|
Nasdaq Capital Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 1.01 Entry into
a Material Definitive Agreement.
Private Placement
Securities Purchase
Agreement
On July 28, 2025, Inspire Veterinary Partners, Inc., a Nevada corporation
(the “Company”), entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain
accredited investors named therein. Pursuant to the Securities Purchase Agreement, up to 7,590 shares of the Company’s Series B
convertible preferred stock, par value $0.0001 per share (the “Series B Preferred Stock”) and accompanying warrants (“Warrants”)
to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) may be purchased
for an aggregate purchase price of up to $10 million in one or more closings (each a “Closing”). On July 29, 2025, pursuant
to the Securities Purchase Agreement, the Company issued and sold, and certain investors purchased, in a private placement (the “Private
Placement”): 6,340 shares of the Series B Preferred Stock and 6,340,000 Warrants to purchase shares of Common Stock for aggregate
proceeds of approximately $5 million, paid in cash or through the transfer of certain Transfer Shares (as defined in the Securities Purchase
Agreement) in lieu of cash. The date of the first closing is referred to as the “First Closing Date.” Each additional closing
of the Private Placement is at the option of the investors upon notice to the Company and subject to satisfaction of customary closing
conditions.
The Warrants expire on the fifth anniversary of their initial exercisability
date and have an initial exercise price of $1.00, subject to adjustment as set forth therein. Following the Stockholder Approval Date
(as defined below), the exercise price of the Warrants will be subject to adjustment upon lower priced securities issuances, or upon certain
triggering events which consist of specific types of default under the terms of the transaction documents. In no event can the conversion
and exercise price go below $0.1879, subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations and
similar events.
Series B Preferred
Stock
The Company has designated
10,000 shares of the Company’s authorized and unissued preferred stock as Series B Preferred Stock (the “Series B Shares”)
and established the rights, preferences and privileges of the Series B Preferred Stock pursuant to the Certificate of Designations of
Rights and Preferences of the Series B Preferred Stock (the “Certificate of Designations”), as summarized below:
General. Each
share of Series B Preferred Stock has a stated value of $1,000 per share and, when issued, the Series B Preferred Stock will be fully
paid and non-assessable.
Ranking. The Series
B Preferred Stock, with respect to the payment of dividends, distributions and payments upon the liquidation, dissolution and winding
up of the Company, ranks senior to all capital stock of the Company unless the Required Holders (as defined in the Certificate of Designations)
consent to the creation of other capital stock of the Company that is senior or equal in rank to the Series B Preferred Stock.
Dividends. The
holders of Series B Preferred Stock will be entitled to dividends, on an as-if converted basis, equal to and in the same form as dividends
actually paid on shares of the Company’s Common Stock, when and if actually paid.
Purchase Rights.
If at any time the Company grants, issues or sells any options, convertible securities, or rights to purchase stock, warrants, securities
or other property pro rata to all or substantially all of the record holders of any class of Common Stock (the “Purchase Rights”),
then each holder of Series B Preferred Stock will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate
Purchase Rights which such holder could have acquired if such holder had held the number of shares of Common Stock acquirable upon complete
conversion of all the Series B Preferred Stock held by such holder immediately prior to the date as of which the record holders of shares
of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights at the Alternate Conversion Price (as defined
below); subject to certain limitations on beneficial ownership.
Conversion Rights
Conversion at Option
of Holder. Each holder of Series B Preferred Stock may convert all, or any part, of the outstanding Series B Preferred Stock, at any
time at such holder’s option, into shares of the Common Stock (which converted shares of Common Stock are referred to as “Conversion
Shares” herein) at the fixed “Conversion Price” of $1.00 which is subject to proportional adjustment upon the occurrence
of any stock split, stock dividend, stock combination and/or similar transactions.
Voluntary Adjustment
Right. Subject to the rules and regulations of the Nasdaq, the Company has the right, at any time, with the written consent of the
Required Holders, to lower the fixed conversion price to any amount and for any period of time deemed appropriate by the board of directors
of the Company.
Alternate Conversion Upon a Triggering Event.
Following the occurrence and during the continuance of a Triggering Event (as defined below), each holder may alternatively elect to convert
the Series B Preferred Stock at the “Alternate Conversion Price” equal to the lesser of: (i) the applicable conversion price,
and the greater of (A) the floor price of $0.1876 (the “Floor Price”); and (B) 80% of the lowest volume weighted average price
of the Common Stock during the five consecutive trading days immediately prior to such conversion.
The Certificate of Designations
contains standard and customary triggering events (each, a “Triggering Event”), including but not limited to: (i) the suspension
from trading or the failure to list the Common Stock within certain time periods; (ii) failure to declare or pay any dividend when due;
(iii) the failure to timely file or make effective a registration statement on Form S-1 or Form S-3 pursuant to the Registration Rights
Agreement (as defined below), (iv) the Company’s failure to cure a conversion failure or notice of the Company’s intention
not to comply with a request for conversion of any Series B Preferred Stock, and (iv) bankruptcy or insolvency of the Company.
Other Adjustments.
In connection with the Private Placement, the Company has agreed to seek stockholder approval at a special meeting of stockholders, of
the issuance of conversion shares at a conversion price below the conversion price (the date of such approval, the “Stockholder
Approval Date”).
If 30 days and 60 days following the occurrence of the later of (x)
the Stockholder Approval Date and (y) the earlier of (a) the effective date of the registration statement to be filed pursuant to the
Registration Rights Agreement and (b) the date that the Series B Preferred Stock is eligible to be resold without restriction under Rule
144 of the Securities Act of 1933, as amended (the “Securities Act”), the Conversion Price then in effect is greater than
the greater of $0.1879 and the Market Price (as defined in the Certificate of Designations) then in effect (each, an “Adjustment
Price”), the conversion price shall automatically lower to such Adjustment Price.
Change of Control
Exchange. Upon a change of control of the Company, each holder may require the Company to exchange the holder’s shares of Series
B Preferred Stock for consideration equal to the Change of Control Election Price (as defined in the Certificate of Designations), to
be satisfied at the Company’s election in either (x) cash or (y) rights convertible into such securities or other assets to which
such holder would have been entitled with respect to such shares of Common Stock had such shares of Common Stock been held by such holder
upon consummation of such corporate event.
Company Optional
Redemption. At any time the Company shall have the right to redeem in cash all, but not less than all, the shares of Series B Preferred
Stock then outstanding at a redemption price equal to 125% of the greater of (i) the Conversion Amount being redeemed as of the Company
optional redemption date and (ii) the product of (1) the conversion rate with respect to the Conversion Amount being redeemed as of the
Company optional redemption date multiplied by (2) the greatest closing sale price of the Common Stock on any Trading Day during the
period commencing on the date immediately preceding such Company optional redemption notice date and ending on the Trading Day immediately
prior to the date the Company makes the entire payment required to be made.
Fundamental Transactions.
The Certificate of Designations prohibit the Company from entering specified fundamental transactions (including, without limitation,
mergers, business combinations and similar transactions) unless the Company (or the Company’s successor) assumes in writing all
of the Company’s obligations under the Certificate of Designations and the other Transaction Documents (as defined in the Certificate
of Designations).
Voting Rights.
The holders of the Series B Preferred Stock shall have no voting power and no right to vote on any matter at any time, either as a separate
series or class or together with any other series or class of share of capital stock, and shall not be entitled to call a meeting of such
holders for any purpose nor shall they be entitled to participate in any meeting of the holders of Common Stock, except as provided in
the Certificate of Designations (or as otherwise required by applicable law).
Covenants. The
Certificate of Designations contains a variety of obligations on the Company’s part not to engage in specified activities. In particular,
the Company will not, and will cause the Company’s subsidiaries to not, redeem, repurchase or declare any dividend or distribution
on any of the Company’s capital stock (other than as required under the Certificate of Designations) and will not incur any indebtedness
other than ordinary course trade payables or, subject to certain exceptions, incur any liens. In addition, the Company will not issue
any preferred stock or issue any other securities that would cause a breach or default under the Certificate of Designations.
Reservation Requirements.
So long as any Series B Preferred Stock remains outstanding, the Company shall at all times reserve at least 250% of the number of shares
of Common Stock as shall from time to time be necessary to effect the conversion of all Series B Preferred Stock then outstanding.
Registration Rights
Agreement
In conjunction with the Securities Purchase Agreement, on July 29,
2025 the Company entered a registration rights agreement with the investors (the “Registration Rights Agreement”), pursuant
to which the Company will be required to file a registration statement with the Securities and Exchange Commission (the “SEC”),
to register for resale the Common Stock issuable upon (x) the conversion of the Series B Preferred Stock and (y) the exercise of the Warrants.
Common Stock Purchase
Agreement
On July 29, 2025, the Company entered into a common stock purchase
agreement (the “Purchase Agreement”) with an accredited investor (the “Investor”), pursuant to which the Investor
has committed to purchase, subject to certain conditions and limitations, up to $50 million of shares of the Company’s Common Stock.
Under the terms and subject
to the conditions of the Purchase Agreement, Inspire has the right, but not the obligation, to sell to the Investor, and the Investor
is obligated to purchase, shares of Common Stock in an amount up to $50 million. Such sales of Stock by the Company, if any, will be subject
to certain limitations, and may occur from time-to-time in the Company’s sole discretion, over the period commencing once certain
customary conditions are satisfied.
On any business day selected by the Company where the closing
sale price on the applicable national market, or quotation service is equal to or greater than $0.75, subject to the satisfaction of
all of certain conditions in the Purchase Agreement, the Company shall have the right, but not the obligation, to direct the
Investor, by its delivery to the Investor of a purchase notice, to purchase the applicable amount of shares, not to exceed
$5,000,000 in the aggregate.
The Investor will not be entitled to purchase
such an amount of shares, which when added to the sum of the number of shares of Common Stock beneficially owned (as such term is defined
under Section 13(d) and Rule 13d-3 of the Securities Exchange Act of 1934, as amended) by the Investor, would exceed 4.99% of the number
of shares of the Company’s Common Stock outstanding.
Actual sales of shares
of Common Stock to the Investor will depend on a variety of factors to be determined by the Company from time-to-time, including, among
other things, market conditions, the trading price of the Common Stock, and the working capital needs, if any, of the Company.
The net proceeds from
sales, if any, under the Purchase Agreement to the Company will depend on the frequency and prices at which the Company sells shares of
Common Stock to the Investor. The Company expects that any proceeds received by Inspire from such sales to the Investor will be used for
working capital and general corporate purposes.
The Purchase Agreement
contains customary representations, warranties, conditions, and indemnification obligations of each of the Company and the Investor. Pursuant
to the Purchase Agreement, the Investor has agreed not to enter into or effect, in any manner whatsoever, directly or indirectly, any
short sales of the Company’s Common Stock or hedging transaction which establishes a net short position with respect to the Common
Stock.
The Purchase Agreement may be terminated at any time by the mutual
written consent of the parties.
The Company has the right to terminate the Purchase Agreement upon
one (1) Trading Day’s prior written notice to the Investor provided, however, (i) the Company shall have paid all fees and amounts
to the Investor’s counsel required to be paid, and (ii) prior to issuing any press release, or making any public statement or announcement,
with respect to such termination, the Company shall consult with the Investor and its counsel.
The Purchase Agreement will automatically terminate on the
earliest to occur of (i) the expiration of a Registration Statement pursuant to Rule 415(a)(5) of the Securities Act, (ii) the date
on which the Common Stock are no longer listed on the Nasdaq Capital Market or another eligible national stock exchange (iii) the
thirtieth (30th) Trading Day following when the Company becomes
subject to a voluntary or involuntary bankruptcy or insolvency proceeding.
In addition, the Investor may terminate the Purchase Agreement
upon ten (10) Trading Days’ prior written notice to the Company if: (i) the occurrence of an event constituting a material
adverse effect (as defined in the Purchase Agreement), (ii) a Fundamental Transaction shall have occurred (as defined in the
Purchase Agreement), (iii) a Registration Statement is not filed by the applicable filing deadline or the Company is otherwise in
breach or default in any material respect under any of the other provisions of the Registration Rights Agreement (as defined below),
and, if such default is not cured within 10 Trading Days after notice of such failure, (iv) the lapse of the effectiveness, or
unavailability of, a registration statement filed by Inspire pursuant to the Registration Rights Agreement in certain other
circumstances set forth in the Purchase Agreement, and (v) the suspension of trading of the Class A Common Stock for a period of
three (3) consecutive trading days, or (vi) the material breach of the Purchase Agreement by Inspire, which breach is not cured
within the 10 trading days after receipt of notice of such breach.
The foregoing description
of the Private Placement does not purport to be complete and is qualified in its entirety by reference to the Certificate of Designations,
Warrants, the Securities Purchase Agreement, the Purchase Agreement and the Registration Rights Agreement, which are filed as Exhibits
3.1, 4.1, 10.1, 10.2 and 10.3 to this Current Report on Form 8-K and are incorporated by reference herein.
This Current Report on
Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale, of the Series B Preferred
Stock in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or other jurisdiction.
Item 3.02 Unregistered
Sales of Equity Securities.
The information provided
in Item 1.01 with respect to the issuance of the shares of Series B Preferred Stock pursuant to the Securities Purchase Agreement is incorporated
herein by reference. All such securities will not be registered under the Securities Act in reliance on the exemption from registration
provided by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder, or under any state securities
laws. The Company relied on this exemption from registration in entering into the Securities Purchase Agreement and the Company will rely
upon this exemption from registration in issuing such securities based in part on representations made by the PIPE Investors. The securities
may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Neither
this Current Report on Form 8-K, nor the exhibits attached hereto, is an offer to sell or the solicitation of an offer to buy the securities
described herein.
Item 5.03 Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.
On July 28, 2025, the Company filed the Certificate
of Designations for the purpose of designating and establishing the Company’s Series B Preferred Stock. The Certificate of Designations
was filed pursuant to the Securities Purchase Agreement. The Certificate of Designations became effective on July 29, 2025.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit
No. |
|
Description |
| 3.1† |
|
Form of Certificate of Designations of Rights and Preferences and Limitations of the Series B Convertible Preferred Stock |
| 4.1 |
|
Form of Warrant |
| 10.1 † |
|
Securities Purchase Agreement dated July 28, 2025 by and between Inspire Veterinary Partners, Inc. and the investors named therein |
| 10.2 † |
|
Form of Common Stock Purchase Agreement dated July 29, 2025 by and between Inspire Veterinary Partners, Inc. and the investors named therein |
| 10.3 † |
|
Form of Registration Rights Agreement dated July 29, 2025 by and between Inspire Veterinary Partners, Inc. and the investors named therein |
99.1
|
|
Press Release dated July 31, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document) |
| † | Certain portions of this
document that constitute confidential information have been redacted pursuant to Item 601(b)(10) of Regulation S-K. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: August 4, 2025 |
INSPIRE VETERINARY PARTNERS, INC. |
| |
|
| |
By: |
/s/ Kimball Carr |
| |
Name: |
Kimball Carr |
| |
Title: |
President and Chief Executive Officer |
