Inspire Vet Partners Sells Unregistered Equity, Secures Agreement

TL;DR

**Inspire Veterinary Partners just sold new shares privately and signed a big deal, but details are scarce.**

AI Summary

On January 4, 2024, Inspire Veterinary Partners, Inc. entered into a material definitive agreement and completed an unregistered sale of equity securities. This means the company raised capital by selling shares directly to investors without a public offering, which could dilute existing shareholders' ownership. For current or prospective shareholders, this matters because it indicates the company is securing funding, but the terms of the agreement and the price at which shares were sold are not disclosed, making it difficult to assess the immediate impact on stock value.

Why It Matters

This filing signals Inspire Veterinary Partners, Inc. is raising capital, which can fund operations or expansion, but the lack of detail on the terms of the agreement and share price makes it hard to gauge the impact on existing shareholders.

Risk Assessment

Risk Level: medium — The risk is medium because while capital was raised, the lack of specific details on the agreement and share price makes it difficult to assess potential dilution or the true value of the transaction.

Analyst Insight

A smart investor would monitor future filings for details on the 'Material Definitive Agreement' and the terms of the 'Unregistered Sales of Equity Securities' to assess potential dilution and the strategic implications of the capital raise before making investment decisions.

Key Players & Entities

• Inspire Veterinary Partners, Inc. (company) — the registrant filing the 8-K
• January 4, 2024 (date) — date of the earliest event reported and filing date
• Nevada (company) — state of incorporation for Inspire Veterinary Partners, Inc.
• 001-41792 (company) — Commission File Number for Inspire Veterinary Partners, Inc.
• 85-4359258 (company) — I.R.S. Employer Identification No. for Inspire Veterinary Partners, Inc.
• 780 Lynnhaven Parkway, Suite 400 Virginia Beach, VA 23452 (company) — address of principal executive offices for Inspire Veterinary Partners, Inc.
• (757) 734-5464 (company) — telephone number for Inspire Veterinary Partners, Inc.
• Class A Common Stock, par value $0.0001 (company) — title of class of securities registered
• IVP (company) — trading symbol for Inspire Veterinary Partners, Inc.
• Nasdaq Capital Market (company) — exchange on which securities are registered

Forward-Looking Statements

• Inspire Veterinary Partners, Inc. will provide more details on the material definitive agreement and unregistered sales in a subsequent filing. (Inspire Veterinary Partners, Inc.) — medium confidence, target: Q1 2024

FAQ

Key Financial Figures

• $0.0001 — tered Class A Common Stock, par value $0.0001 IVP Nasdaq Capital Market Indicat
• $600,000 m — the Investor an amount in cash equal to $600,000 minus the value of the shares of Class A

Filing Documents

• ea191183-8k_inspire.htm (8-K) — 30KB
• 0001213900-24-001203.txt ( ) — 201KB
• ivp-20240104.xsd (EX-101.SCH) — 3KB
• ivp-20240104_lab.xml (EX-101.LAB) — 33KB
• ivp-20240104_pre.xml (EX-101.PRE) — 22KB
• ea191183-8k_inspire_htm.xml (XML) — 3KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. On December 28, 2023, Inspire Veterinary Partners, Inc. ("Inspire" or the "Company") entered into an agreement (the "Agreement") with Tumim Stone Capital LLC (the "Investor"), pursuant to which the Investor and the Company agreed to certain amendments to the previously disclosed common stock purchase agreement (the "Purchase Agreement") and the registration rights agreement (the "Registration Rights Agreement"), each dated as of November 30, 2023, by and between the Company and the Investor. Pursuant to the Agreement, the Company and the Investor agreed to amend the Purchase Agreement to provide that, if the number of commitment shares required to be issued by the Company to the Investor and its affiliates (as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and Rule 13d-3 promulgated thereunder) pursuant to the Purchase Agreement would result in the beneficial ownership by the Investor of more than 4.99% of the outstanding shares of Class A common stock of the Company, then the Company shall be obligated to deliver to the Investor: (i) the number of shares of Class A common stock that, after giving effect to the issuance thereof to the Investor, would result in the Investor and its affiliates beneficially owning one (1) share less than 4.99% of the outstanding shares of Class A common stock of the Company, and (ii) a warrant to purchase shares of Class A common stock (such warrant, the "Warrant" and the shares issuable upon exercise thereof, the "Warrant Shares"), granting the Investor the right to purchase, at an exercise price of $0.0001 per Warrant Share, up to that number of Warrant Shares equal to the difference between (x) the number of shares that would be required to be issued to the Investor as commitment shares but-for the 4.99% ownership limitation, and (y) the number of shares of Class A common stock to be issued to the Investor as commitment shares. The Ag

02 Unregistered Sales of Equity Securities

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 the Investor of restricted shares of Class A common stock 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 proceeds, if any, of the sale of the shares of Class A Common Stock to the Investor are expected to be used for general working capital purposes.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K 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 the sale and issuance of shares of Class A common stock and other securities pursuant to the Purchase Agreement. These and other risks and uncertainties are described more fully in the section captioned "Risk Factors" in the Company's Registration filings with the Commission. Forward-looking statements contained in this Current Report on Form 8-K are made as of the date hereof, and the Company undertakes no duty to update such information, except as required under applicable law. 1

SIGNATURES

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 4, 2024 INSPIRE VETERINARY PARTNERS, INC. By: /s/ Kimball Carr Name: Kimball Carr Title: Chair, President and Chief Executive Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR