Inspire Veterinary Partners (IVP) converts $150,000 debt into 3,000,000 shares

Rhea-AI Filing Summary

Inspire Veterinary Partners, Inc. entered into a Cancellation and Exchange Agreement with Target Capital 1 LLC on December 18, 2025. Under this deal, the company cancelled $150,000 of outstanding principal on a June 10, 2025 promissory note in exchange for 3,000,000 shares of Class A common stock, based on a price of $0.05 per share. This transaction reduces debt while increasing the company’s share count.

The exchange and related offer of securities were completed as an unregistered private placement, relying on exemptions from registration under Section 3(a)(9), Section 4(a)(2), and Rule 506(b) of Regulation D. The full terms are set out in the Cancellation and Exchange Agreement filed as an exhibit.

Insights

Capital structure and securities law analyst

IVP swapped $150,000 of note debt for 3,000,000 unregistered common shares.

Inspire Veterinary Partners agreed with Target Capital 1 LLC to cancel $150,000 of principal under a June 2025 promissory note in exchange for 3,000,000 Class A common shares at $0.05 per share. This converts a portion of funded debt into equity, modestly strengthening the balance sheet while diluting existing shareholders by the new shares issued.

The transaction is structured as a private, unregistered exchange using Section 3(a)(9) for the note conversion and Section 4(a)(2)/Rule 506(b) for the offer to Target, indicating no public offering and no immediate registration of these shares. The overall investment thesis impact depends on IVP’s total capitalization and prior debt levels, which are not detailed in this excerpt, so this event is best viewed as a targeted capital structure adjustment rather than a transformative change.

8-K Event Classification

2 items: 1.01, 3.02

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Understanding 8-K Material Events →

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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): December 18, 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.

On December 18, 2025, Inspire Veterinary Partners, Inc. (the “Company”), entered into a Cancellation and Exchange Agreement, (the “Agreement”) between the Company and Target Capital 1 LLC ( “Target”). Pursuant to the Agreement, the Company and Target agreed to cancel $150,000 of the outstanding principal amount under that certain promissory note issued by the Company to Target on June 10, 2025, as amended (the “June Note”), in exchange for 3,000,000 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”). The number of shares issued was determined by dividing the cancelled debt by $0.05 per share.

The exchange was effected in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”).

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is furnished as Exhibit 10.1 to this Report on Form 8-K.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

The offer of securities to Target pursuant to the Agreement is being conducted as a private placement pursuant to and in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, and/or Rule 506(b) of Regulation D promulgated thereunder for transactions not involving a public offering and the exchange of the June Note is being conducted in reliance on Section 3(a)(9) of the Securities Act.

Item. 9.01. Financial Statements and Exhibits

Exhibit No.		Description
10.1		Cancellation and Exchange Agreement, dated December 18, 2025, between Inspire Veterinary Partners, Inc. and Target Capital 1 LLC.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

1

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: December 29, 2025	INSPIRE VETERINARY PARTNERS, INC.
	By:	/s/ Kimball Carr
	Name:	Kimball Carr
	Title:	President and Chief Executive Officer

2

FAQ

What did Inspire Veterinary Partners (IVP) disclose in this 8-K?

Inspire Veterinary Partners disclosed that it entered into a Cancellation and Exchange Agreement with Target Capital 1 LLC on December 18, 2025, cancelling $150,000 of promissory note principal in exchange for 3,000,000 shares of its Class A common stock.

How many shares did IVP issue and at what implied price?

The company agreed to issue 3,000,000 shares of Class A common stock. The number of shares was calculated by dividing the cancelled debt by $0.05 per share, implying an exchange price of $0.05 per share.

What debt did Inspire Veterinary Partners cancel in this agreement?

The company cancelled $150,000 of outstanding principal under a promissory note issued to Target Capital 1 LLC on June 10, 2025, as amended, referred to as the June Note.

Was the IVP share issuance registered with the SEC?

No. The exchange and related offer of securities were conducted as unregistered transactions, relying on exemptions from registration under Section 3(a)(9) and Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.

Who received the new IVP shares in this transaction?

Target Capital 1 LLC, the holder of the June Note, received the 3,000,000 Class A common shares in exchange for cancellation of $150,000 of note principal.

Where can investors find the full terms of the Cancellation and Exchange Agreement?

The full text of the Cancellation and Exchange Agreement, dated December 18, 2025, between Inspire Veterinary Partners, Inc. and Target Capital 1 LLC, is filed as Exhibit 10.1 to the report.