Inspire Veterinary (NASDAQ: IVP) converts $25K note into 2.5M common shares

Rhea-AI Filing Summary

Inspire Veterinary Partners, Inc. entered into a Cancellation and Exchange Agreement with Target Capital 1 LLC on January 14, 2026. The company agreed to cancel $25,000 of outstanding principal under a June 10, 2025 promissory note in exchange for 2,500,000 shares of its Class A common stock. The share amount was set by dividing the cancelled debt by $0.01 per share, effectively converting part of the debt into equity rather than paying cash. The exchange relied on the registration exemption in Section 3(a)(9) of the Securities Act, while the related offer was treated as a private placement under Section 4(a)(2) and/or Rule 506(b) of Regulation D.

Insights

Capital structure analyst

Inspire Veterinary converts $25,000 of note principal into 2.5M shares under Securities Act exemptions.

Inspire Veterinary Partners, Inc. cancelled $25,000 of principal on a previously issued promissory note to Target Capital 1 LLC in exchange for 2,500,000 Class A common shares, using a fixed conversion price of $0.01 per share. This shifts a portion of obligations from debt to equity, reducing that slice of principal while increasing the share count.

The transaction is structured as a private, unregistered exchange. The company relied on Section 3(a)(9) of the Securities Act for the note-for-share exchange and cited Section 4(a)(2) and/or Rule 506(b) for the offer as a transaction not involving a public offering. Actual effects on existing holders depend on the company’s overall capital base and trading dynamics, which are not detailed in this excerpt.

false 0001939365 0001939365 2026-01-20 2026-01-20 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: January 20, 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 14, 2026, Inspire Veterinary Partners, Inc. (the “Company”), entered into a Cancellation and Exchange Agreement, (the “Agreement”) with Target Capital 1 LLC ( “Target”). Pursuant to the Agreement, the Company and Target agreed to cancel $25,000 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 2,500,000 shares of the Company’s Class A common stock, par value $0.0001 per share. The number of shares issued was determined by dividing the cancelled debt by $0.01 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.

(d) Exhibits.

Exhibit No. Description

10.1		Cancellation and Exchange Agreement, dated January 14, 2026, by and between Inspire Veterinary Partners, Inc. and Target Capital 1 LLC
104		Cover Page Interactive Data File, formatted in Inline XBRL

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: January 20, 2026	INSPIRE VETERINARY PARTNERS, INC.
	By:	/s/ Kimball Carr
	Name:	Kimball Carr
	Title:	President and Chief Executive Officer

2

FAQ

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

Inspire Veterinary Partners, Inc. disclosed a Cancellation and Exchange Agreement with Target Capital 1 LLC, cancelling $25,000 of promissory note principal in exchange for 2,500,000 shares of Class A common stock.

How many shares did IVP issue to Target Capital 1 LLC and at what price?

The company issued 2,500,000 Class A common shares to Target Capital 1 LLC, with the number of shares calculated by dividing the cancelled debt by $0.01 per share.

What debt instrument was partially cancelled in the Inspire Veterinary (IVP) agreement?

The cancelled amount relates to $25,000 of outstanding principal under a promissory note issued on June 10, 2025, as amended, referred to as the June Note.

Were the new IVP shares issued in a registered public offering?

No. The exchange relied on the registration exemption in Section 3(a)(9) of the Securities Act, and the related offer was treated as a private placement under Section 4(a)(2) and/or Rule 506(b) of Regulation D.

Does this Inspire Veterinary (IVP) transaction involve cash proceeds for the company?

The agreement cancels $25,000 of note principal in exchange for equity, indicating a conversion of part of the debt into shares rather than a cash payment.

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

The full Cancellation and Exchange Agreement dated January 14, 2026, between Inspire Veterinary Partners, Inc. and Target Capital 1 LLC is filed as Exhibit 10.1.