false
0001939365
0001939365
2026-01-06
2026-01-06
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
January 6, 2026
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.
On January 6, 2026, effective as of December
31, 2025, Inspire Veterinary Partners, Inc. (the “Company”) entered into a securities purchase agreement with Manetto
Hill Fund Series I LLC, a Delaware limited liability company (“Manetto”) whereby the Company may issue up to an
aggregate of $1,626,000 principal amount of convertible promissory notes in one or more closings, subject to the terms and
conditions set forth therein.
On January 6, 2026, effective as of December
31, 2025, the Company issued to a
secured convertible promissory note in the principal amount of $975,000 for a purchase price of $750,000 (the “Note”).
The Note has an interest rate of 10% per annum and a maturity date of December 31, 2026.
Pursuant to the securities purchase agreement, in connection with the
issuance of the Note, the Company agreed to issue up to 2,500,000 shares of common stock to Manetto (the “Commitment Shares”).
The proceeds from the sale of the Note are for general working capital.
Any amount of principal or interest on the Note which is not paid when
due shall bear interest at the rate of the lesser of (i) twenty percent (20%) per annum or (ii) the maximum amount allowed by law from
the due date thereof until the same is paid (the “Default Interest”). Interest shall commence accruing on the issuance date
and shall be computed on the basis of a 360-day year.
The Note is convertible, at Manetto’s option, into shares of
the Company’s common stock at a variable conversion price equal to the lesser of (i) $0.06 per share or (ii) 80% of the lowest traded
price of the Company’s common stock during the fifteen (15) consecutive trading days ending on the trading day immediately prior
to the applicable conversion date, provided that the conversion price shall not be less than $0.01 per share.
The conversion price is subject to further downward adjustment in certain
circumstances, including if the Company’s common stock becomes subject to a DTC “chill,” if the Company ceases to be
a reporting company, or if the shares issuable upon conversion are not freely tradable within the time periods specified in the Note.
In addition, while any Note remains outstanding, if the Company issues
or agrees to issue securities to any third party at a conversion or issuance price, or with a look-back period, that is more favorable
than that applicable to the Note, Manetto has the right to adopt such more favorable pricing or look-back terms.
Subject to the terms of the Note and provided no Event of Default has
occurred (as described in the Note), the Company may, with the prior written consent of Manetto, prepay a Note in full (but not in part)
upon at least 21 trading days’ prior written notice. Any such prepayment must be made in cash at an amount equal to 120% of the
outstanding principal plus all accrued and unpaid interest and any Default Interest. If the Company delivers a prepayment notice and fails
to make payment within two business days after the stated prepayment date, the Company permanently forfeits its right to prepay the Note.
While the Note is outstanding, the Company may not sell, lease or otherwise
dispose of any material assets outside the ordinary course of business without Manetto’s prior written consent, and any approved
disposition must apply proceeds toward repayment of the Note.
The Company is prohibited from entering into any Section 3(a)(10) transaction
while the Notes are outstanding. If the Company does so, a liquidated damages charge equal to 25% of the outstanding principal balance
of the Notes (but not less than $15,000) will become immediately due and payable, at the holder’s election, in cash or added to
the Note balance.
The Company has agreed that the Note will be secured by a first-priority
perfected security interest in certain designated veterinary clinics.
The Company agreed to file a registration
statement with the Securities and Exchange Commission covering the resale of (i) shares of common stock issuable upon conversion of
the Note, and (ii) the Commitment Shares issued in connection with the Note.
The Company has agreed to file the registration statement within 30
days of the date of execution and to use commercially reasonable efforts to cause the registration statement to be declared effective
by the SEC within 90 days thereafter, and to maintain the effectiveness of the registration statement and the related prospectus in compliance
with applicable securities laws. The Company has also agreed to respond to any SEC comments within five business days.
The foregoing descriptions of the securities purchase agreement and
Note do not purport to be complete and are qualified in their entirety by reference to the full text of the securities purchase agreement
and Note, copies of which are attached as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated by reference
herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement.
The disclosure set forth under Item 1.01 above is incorporated herein
by reference.
Item 3.02 Unregistered
Sales of Equity Securities.
The information contained
in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.02.
The sale and issuance
to Manetto of the Note, and the shares of common stock issuable upon conversion of the Note described in this this Current Report on Form
8-K have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities
laws, and are being sold and issued by the Company to the Investor in privately negotiated transactions exempt from registration pursuant
to Section 4(a)(2) under the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. The Company expects to use the proceeds
of the sale of the Notes for general working capital purposes and acquisitions.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 6,
2026, Timothy Watters submitted his resignation, effective immediately, from his position as a member of the board of directors
of the Company. Mr. Watters’ resignation does not arise from any disagreement with the Company, on any matter relating to its operations,
policies, or practices.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Secured Convertible Promissory Note, December 31, 2025 issued by Inspire Veterinary Partners, Inc. |
| 10.2 |
|
Securities Purchase Agreement, dated December 31, 2025, by and between Inspire Veterinary Partners, Inc. and Manetto Hill Fund Series I, LLC |
| 104 |
|
Cover Page Interactive Data File, formatted in Inline XBRL |
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: January 12, 2026 |
INSPIRE VETERINARY PARTNERS, INC. |
| |
|
| |
By: |
/s/ Kimball Carr |
| |
Name: |
Kimball Carr |
| |
Title: |
President and Chief Executive Officer |
