8-K
INSPIRE VETERINARY PARTNERS, INC. (IVPR)
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 22, 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 400Virginia 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 5.03 Amendmentsto the Articles of Incorporation or Bylaws; Change in Fiscal Year.
As previously disclosed in a Current Report on Form 8-K filed on January 10, 2025, Inspire Veterinary Partners, Inc., a Nevada corporation, (the “Company”) seeks to effect a one-for-twenty-five (1:25) reverse stock split (the “Reverse Stock Split”) of its issued and outstanding shares of Class A common stock, $0.0001 par value per share (“Common Stock”).
The Reverse Stock Split will become effective on January 27, 2025. The Common Stock will continue to be traded on The Nasdaq Capital Market under the symbol “IVP”. Pursuant to the Reverse Stock Split, every twenty-five (25) outstanding shares of the Company’s Common Stock will, without any further action by the Company, or any holder thereof, convert into, and automatically became, one (1) share of the Company’s Common Stock. No fractional shares will be issued in connection with the Reverse Stock Split. All fractional shares will be rounded up.
The Company has filed a Certificate of Change to the Company’s Amended and Restated Certificate of Incorporation, as previously amended, with the Secretary of State of the State of Nevada. As a result of the filing of the Certificate of Change, and the resulting effectiveness of the Reverse Stock Split, the 36,998,148 shares of the Company’s Common Stock issued and outstanding immediately prior to the Reverse Stock Split are being converted into approximately 1,479,926 shares of the Company’s Common Stock. The total number of shares of Common Stock authorized for issuance will then be reduced by a corresponding proportion.
Except for de minimis adjustments that result from the treatment of fractional shares, the Reverse Stock Split does not have any immediate dilutive effect on our stockholders, since each stockholders holds the same percentage of our Common Stock outstanding immediately following the Reverse Stock Split as such stockholder held immediately prior to the Reverse Stock Split.
As a result of the Reverse Stock Split, the number of shares of the Company’s Common Stock that may be purchased upon the exercise of outstanding warrants, options, or other securities convertible into, or exercisable or exchangeable for, shares of our Common Stock, and the exercise or conversion prices for these securities, have also been ratably adjusted in accordance with their terms and conditions.
Item 7.01 Regulation FD Disclosure.
On January 22, 2025, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is furnished as Exhibit 99.1 hereto and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing with the Securities and Exchange Commission.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release issued by Inspire Veterinary Partners, Inc. dated January 22, 2025 |
| 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 22, 2025 | 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 1-for-25Reverse Stock Split
Virginia Beach, VA, (January 22, 2025) (ACCESSWIRE)
-
- 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 that it will effect a 1-for-25 reverse stock split (“Reverse Stock Split”) of its authorized and issued and outstanding shares of Class A common stock, par value $0.0001 per share (“Common Stock”). The Reverse Stock Split will become effective at 12:01am, Eastern Time, on January 27, 2025. At such time, each 25 shares of issued and outstanding Common Stock will automatically be reclassified into one new share of Common Stock. The total number of shares of Common Stock authorized for issuance will then be reduced by a corresponding proportion from 36,998,148 shares to 1,479,926 shares. Proportional adjustments also will be made to outstanding equity awards, warrants and convertible notes, and to the number of shares issued and issuable under the Company’s stock incentive plans and certain existing agreements. No fractional shares will be issued in connection with the Reverse Stock Split. All fractional shares will be rounded up. The Reverse Stock Split will affect all common stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s equity.
Inspire’s Common Stock will continue to trade on The Nasdaq Capital Market (“Nasdaq”) under the existing symbol “IVP” and will begin trading on a split-adjusted basis when the market opens on January 27, 2025. The new CUSIP number for the Common Stock following the Reverse Stock Split will be 45784E304.
The Reverse Stock Split is primarily intended to bring the Company into compliance with the $1.00 minimum bid price requirement in order to maintain its listing on Nasdaq. There is no guarantee the Company will meet the minimum bid price requirement.
The Company’s board of directors approved a reverse stock split of 1- for-25 shares at their November 6, 2024 board meeting. The Company is a Nevada corporation, and pursuant to the Nevada Revised Statutes, shareholder approval was not required to effect the Reverse Stock Split as both the number of authorized shares of the Common Stock and the number of issued and outstanding shares of the Common Stock were proportionally reduced as a result of the Reverse Stock Split.
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.
https://www.facebook.com/InspireVeterinaryPartners/
https://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 public filings made with the Securities and Exchange Commission, including its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. 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 IR
Kevin McGrath
+1-646-418-7002
kevin@tradigitalir.com
General Inquires
Morgan Wood
Mwood@inspirevet.com
Source: Inspire Veterinary Partners, Inc.