IVP Inspire Veterinary Partners Inc

 

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: July 15, 2024

 

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 July 12, 2024, Inspire Veterinary Partners, Inc. (the “Company”) closed a “best efforts” public offering for the sale by the Company of an aggregate of 6,000,000 units (the “Units”), at an offering price of $1.00 per Unit. Each Unit consists of either one share of the Company's Class A common stock, $0.001 par value per share, or one pre-funded warrant to purchase one share of the Company's Class A common stock (“Pre-Funded Warrant”) and one warrant to purchase one share of the Company's Class A common stock (“Warrant”).

 

The Units have no stand-alone rights and will not be certificated or issued as stand-alone securities and the components of the Units will be immediately separable and will be issued separately in the offering.

 

The Warrants have an exercise price of $1.00 and are exercisable for a period of six months commencing upon issuance. The Pre-Funded Warrants are issuable to purchasers in lieu of shares of Class A common stock that would otherwise result in such purchaser's beneficial ownership exceeding 4.99% (or, at the election of the purchaser, 9.99%) of the Company's outstanding Class A common stock, if any such purchaser so chooses. Each Pre-Funded Warrant is exercisable at any time to purchase one share of Class A common stock at an exercise price of $0.0001 per share.

 

The shares of Class A common stock, Warrants and Pre-Funded Warrants under the offering were sold pursuant to a securities purchase agreement with certain investors. Spartan Capital Securities, LLC, (“Spartan”) acted as the sole placement agent for the offering and received a fee of 8% of the gross proceeds and reimbursement of $60,000 in non-accountable expenses and $125,000 of legal fees and out-of-pocket expenses, pursuant to a letter of engagement between the Company and Spartan.

 

Gross proceeds from the offering, before deducting the placement agent's fees and other offering expenses, were approximately $6.0 million. The Company intends to use the proceeds of the offering for working capital, general corporate purposes, payments to a third-party marketing agency for services related to marketing and advertising, strategic investments, and any additional future acquisition (if any).

 

The securities were offered and sold pursuant to the Company’s registration statement on Form S-1 (File No. 333- 280194), as amended, which was declared effective by the Securities and Exchange Commission on July 2, 2024.

 

Item 8.01 Other Events.

 

On July 10, 2024, the Company issued a press release regarding the closing of the public offering. A copy of the press release is filed as an exhibit to this report.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
99.1		Press release dated July 10, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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: July 15, 2024	INSPIRE VETERINARY PARTNERS, INC.
	By:	/s/ Kimball Carr
	Name:	Kimball Carr
	Title:	President and Chief Executive Officer

 

 

2

 

Exhibit 99.1

 

Inspire Veterinary Partners Announces Closing of $6 Million Public Offering

 

VIRGINIA BEACH, VA / ACCESSWIRE / July 10, 2024 / Inspire Veterinary Partners, Inc. (Nasdaq:IVP) (“Inspire” or the “Company”), an owner and provider of pet health care services throughout the U.S., today announced the closing of its previously announced public offering of 6,000,000 units, each unit consisting of either one share of the Company’s Class A common stock or one pre-funded warrant to purchase one share of the Company’s Class A common stock and one warrant to purchase one share of the Company’s Class A common stock at a public offering price of $1.00 per unit.The pre-funded warrants are issuable to purchasers in lieu of shares of Class A common stock that would otherwise result in such purchaser’s beneficial ownership exceeding 4.99% (or, at the election of the purchaser, 9.99%) of the Company’s outstanding Class A common stock, if any such purchaser so chooses. Each pre-funded warrant is exercisable at any time to purchase one common share at an exercise price of $0.0001 per share. Gross proceeds from the offering, before deducting the placement agent’s fees and other offering expenses, were approximately $6.0 million. The Company intends to use the proceeds of the offering for working capital, general corporate purposes, payments to a third-party marketing agency for services related to marketing and advertising, strategic investments, and any additional future acquisition (if any).

 

Spartan Capital Securities LLC is acting as the sole placement agent in connection with the offering.

 

The offering was conducted pursuant to the Company’s registration statement on Form S-1, as amended (Reg No. 333-280194), initially filed with the Securities and Exchange Commission (the “SEC”) on June 14, 2024, and subsequently declared effective by the SEC on July 2, 2024. The offering was made only by means of a prospectus. Copies of the prospectus relating to the offering may be obtained on the SEC’s website located at http://www.sec.gov or from Spartan Capital Securities LLC at 725 Fifth Avenue, 23rd Floor, New York, NY 10022, or at www.spartancapital.com

 

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

 

About Inspire Veterinary Partners, Inc.

 

Inspire Veterinary Partners is an owner/operator of veterinary hospitals in the US. As the Company expands, it expects to acquire additional veterinary hospitals, including general practice, mixed animal facilities, and critical and emergency care.

 

For more information, please visit: www.inspirevet.com.

 

Connect with Inspire Veterinary Partners, Inc.

 

Facebookhttps://www.facebook.com/InspireVeterinaryPartners/

 

LinkedInhttps://www.linkedin.com/company/inspire-veterinary-partners/

 

Forward-Looking Statements

 

This press release contains forward-looking statements regarding the Company’s current expectations. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Factors that could cause actual results to differ include, but are not limited to, risks and uncertainties related to the satisfaction of customary closing conditions related to anticipated acquisitions, or factors that result in changes to the Company’s anticipated results of operations related to acquisitions. These and other risks and uncertainties are described more fully in the section captioned “Risk Factors” in the Company’s Registration Statements on Form S-1 filed with the SEC. Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.

 

Investor Contact

 

TraDigital IRKevin McGrath+1-646-418-7002kevin@tradigitalir.com

 

General Inquiries

 

Morgan WoodMwood@inspirevet.com

 

 

SOURCE: Inspire Veterinary Partners, Inc.

 

 

 

v3.24.2

Cover	Jul. 15, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 15, 2024
Entity File Number	001-41792
Entity Registrant Name	INSPIRE VETERINARY PARTNERS, INC.
Entity Central Index Key	0001939365
Entity Tax Identification Number	85-4359258
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	780 Lynnhaven Parkway, Suite 400
Entity Address, City or Town	Virginia Beach
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	23452
City Area Code	757
Local Phone Number	734-5464
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.0001
Trading Symbol	IVP
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

---