8-K

INSPIRE VETERINARY PARTNERS, INC. (IVPR)

8-K 2025-12-17 For: 2025-12-12
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Added on April 06, 2026

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 12, 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
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(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)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 12, 2025, Inspire Veterinary Partners, Inc. (the “Company”) entered into a Consulting Agreement (the “Consulting Agreement”) with 622 Capital LLC, a single member limited liability company (the “Consultant”), pursuant to which the Consultant will provide the Company with business development services related to business financing opportunities.

In consideration for the services to be provided under the Consulting Agreement, the Company agreed to issue the Consultant an aggregate of 9,450,000 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Shares”) issuable as follows: 3,300,000 Shares were issued upon execution of the Consulting Agreement and 6,150,000 Shares are issuable within five business days after the execution of the Consulting Agreement. The Shares are being issued pursuant to the Company’s 2022 Equity Incentive Plan and are registered on the Company’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission. The Consulting Agreement contains customary representations, covenants, and indemnification and confidentiality provisions and will remain in effect until terminated in accordance with its terms.

The foregoing description of the Consulting Agreement is qualified in its entirety by reference to the Consulting Agreement, a copy of which is filed as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference.

Item. 9.01. Financial Statements and Exhibits

Exhibit No. Description
10.1 Consulting Agreement, dated December 12, 2025, between Inspire Veterinary Partners, Inc. and 622 Capital LLC.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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 17, 2025 INSPIRE VETERINARY PARTNERS, INC.
By: /s/ Kimball Carr
Name: Kimball Carr
Title: President and Chief Executive Officer
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Exhibit 10.1

CONSULTING AGREEMENT

This Agreement (this “Agreement”) is made and entered into by and between 622 Capital LLC (the “Consultant”), and Inspire Veterinary Partners, Inc.,(the “Company”) having its principal place of business at 780

Lynnhaven Parkway, Suite 400, Virginia Beach, Virginia 23452. (the “Company” or “Client”, collectively the “Parties”) on December 12th, 2025.

W I T N E S S E T H:

WHEREAS, the Consultant, a Delaware limited liability company, and;

WHEREAS the Client desires to utilize the services of the Consultant in connection with its business operations; and

NOW, THEREFORE, in consideration of the promises and the mutual covenants hereinafter set forth the parties hereto agree as follows:

CONSULTANT DUTIES. The Consultant shall provide to the Company certain consulting services (the “Services”) in the area of business development as it related to business financing opportunities. It is understood and acknowledged by the Parties that the value of the Consultant’s Services is not measurable in any quantitative manner.

1. TERM. Effective as of the date hereof (the “Effective Date”) the Company hereby engages the Consultant to<br>provide to it the Services commencing on December 12th, 2025.
2. FEES. As consideration for the Consulting Services to be rendered by the Consultant to the Client during the Term, the Client<br>shall pay the following Fees (the “Fees”):
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a. The Company shall issue a total of nine million four hundred fifty thousand (9,450,000) shares of the Company’s Class A common<br>stock to the Consultant pursuant to the Company’s 2022 Equity Incentive Plan, in the following schedule: three million three hundred<br>thousand (3,300,000) shares to be issued at signing, and six million one hundred fifty thousand (6,150,000) shares to be issued within<br>five (5) business days following the execution of this Agreement. The remaining shares will be issued within (30) days.
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3. CLIENT DUTIES. The Client agrees to the following:
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a. The Client will disclose to the Consultant any and all information the Client deems pertinent and necessary to the Consulting Services<br>to be performed hereunder; and
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b. The information supplied by the Client to the Consultant will be from dependable and reliable sources and will be true and accurate<br>in all material respects.
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4. CONFIDENTIALITY. Each party agrees to hold private and confidential all confidential information<br>of the other party and neither party, without the prior written consent of the other, shall divulge, disseminate, communicate or otherwise<br>disclose any confidential or proprietary information of the other party except to the extent required by law, regulation or any judicial<br>or regulatory authority. Confidential information includes, but is not limited to, any information not obtainable by the general public<br>and which contains information which would be considered owned by the owner and proprietary in nature and which would be considered as<br>a trade secret except so far as it already exists in the public domain. For the avoidance of doubt, the parties hereto acknowledge and<br>agree that only publicly available information shall be distributed or disseminated in connection with the provision of the Consulting<br>Services hereunder and under no circumstance will any confidential information be distributed or disseminated in connection therewith.<br>Upon termination or expiration of this Agreement, the Consultant shall promptly return or destroy all confidential information in its<br>possession, including copies, summaries, and derivatives thereof, and provide written confirmation of such destruction upon request.
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5. INDEMNIFICATION. The Consultant shall indemnify, defend,<br>and hold harmless the Company and its directors, officers, employees, and agents from and against any and all claims, actions, suits,<br>or liabilities arising from gross negligence, willful misconduct, or violation of applicable laws by the Consultant in connection with<br>this Agreement. Prompt notice must be given of any claim, and the party who is providing the indemnification will have control of any<br>defense or settlement. The Consultant’s liability under this Agreement shall be limited to direct damages and shall not exceed<br>the total Fees paid to the Consultant during the term. In no event shall the Consultant be liable for any consequential, indirect, or<br>punitive damages.
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6. CLIENT REPRESENTATIONS & WARRANTIES. The Client hereby represents and warrants to the Consultant<br>that his Agreement has been duly authorized, executed and delivered by the Client and constitutes the legal, valid and binding obligation<br>of the Client, enforceable against the Client in accordance with its terms, subject to laws of general application relating to bankruptcy,<br>insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies, and<br>to limitations of public policy.
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7. CONSULTANT REPRESENTATIONS & WARRANTIES. The Consultant hereby represents and warrants to the<br>Client that his Agreement has been duly authorized, executed and delivered by the Consultant and constitutes the legal, valid and binding<br>obligation of the Consultant, enforceable against the Consultant in accordance with its terms, subject to laws of general application<br>relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other<br>equitable remedies, and to limitations of public policy. The Consultant represents and warrants that it is in compliance with all applicable<br>laws, including federal and state securities laws, and that its performance under this Agreement will not violate any applicable law,<br>rule, or regulation.
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8. RELATIONSHIP AMONG THE PARTIES. Nothing contained in this Agreement<br>shall be construed to (i) constitute the Parties as joint venturers, partners, co-owners or otherwise as participants in a joint undertaking;<br>(ii) constitute the Consultant as an agent, legal representative or employee of the Client; or (iii) authorize or permit the Consultant<br>or any director, officer, employee, agent or other person acting on its behalf to incur on behalf of the other party any obligation of<br>any kind, either express or implied, or do, sign or execute any things, deeds, or documents which may have the effect of legally binding<br>or obligating the Client in any manner in favor of any individual, business, trust, unincorporated association, corporation, partnership,<br>joint venture, limited liability company or other entity of any kind. The Client and the Consultant agree that the relationship among<br>the Parties shall be that of independent contractor. All intellectual property created by the Consultant in connection with the Services<br>shall be owned solely by the Company. The Consultant agrees to assign and transfer any and all rights, title, and interest in such intellectual<br>property to the Company.
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9. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties with respect<br>to the subject matter contained herein, and supersedes all prior oral or written agreements, if any, between the parties with respect<br>to such subject matter and, except as otherwise expressly provided herein, is not intended to confer upon any other person any rights<br>or remedies hereunder. Any amendments hereto or modifications hereof must be made in writing and executed by each of the parties. Any<br>failure by a party to enforce any rights hereunder shall not be deemed a waiver of such rights. The Parties agree that this Agreement<br>has been mutually drafted and authored by all the Parties and that it shall not be construed against any one Party. This Agreement may<br>be terminated by either party upon thirty (30) days’ written notice, with or without cause. No amendment or modification of this<br>Agreement shall be effective unless made in writing and signed by authorized representatives of both Parties.
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10. NON-SOLICITATION. During the Term of this Agreement and for twelve (12) months after any termination<br>of this Agreement, Client will not directly or indirectly solicit or hire any employees or contractors of the Consultant who were directly<br>involved in the provision of Services under this Agreement, without the prior written consent of the Consultant. The Consultant will provide<br>names of consultants and customers upon termination. The Consultant agrees to the same non-solicitation terms.
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11. JURISDICTION. This Agreement shall be governed by and construed in accordance with the laws of<br>the State of New York. Any disputes involving securities or share issuance shall also be subject to applicable federal securities laws.<br>The parties agree that any dispute arising out of or in relation to this contract shall be resolved by arbitration and judgment upon the<br>award rendered by the arbitrators may be entered in any court having jurisdiction. The arbitration shall be conducted in the English language<br>in the city of New York, New York. The arbitration shall be carried out using one of the following arbitration services: "JAMS, AAA,<br>or NAM", using one arbitrator. The party demanding arbitration shall have the choice of one the three arbitration services named<br>herein. The Consultant shall be entitled to attorneys’ fees and costs of bringing any action for unpaid fees or consideration
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12. SEVERABILITY. If any paragraph, term or provision of this Agreement shall be held or determined<br>to be unenforceable, the balance of this Agreement shall nevertheless continue in full force and effect unaffected by such holding or<br>determination.
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13. HEADINGS. The section headings contained in this Agreement are for reference purposes only and shall not affect the meaning<br>or interpretation of this Agreement.
14. NOTICES, PAYMENTS. Any payment, notice or other communication<br>required by this Agreement (a) shall be in writing, (b) may be delivered personally, sent via electronic mail, or sent by reputable overnight<br>courier with written verification of receipt or by registered or certified first class United States Mail, postage prepaid, return receipt<br>requested, (c) shall be sent to the addresses listed above or to such other address as such party shall designate by written notice to<br>the other party, and (d) shall be effective upon receipt.
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15. FURTHER ACTION. The Parties hereto shall execute and deliver all documents, provide all information<br>and take or forbear from all such action as may be necessary or appropriate to achieve the purposes of this Agreement.
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16. ASSIGNMENT. This Agreement may not be assigned by either party hereto without the written consent<br>of the other but shall be binding upon the successors of the Parties.
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17. COUNTERPARTS. This Agreement may be executed in duplicate counterparts, each of which shall be<br>deemed an original, but all of which together shall constitute one and the same Agreement. In the event that the document is signed by<br>one party and faxed (or e-mailed) to another the Parties agree that a faxed (or e-mailed) signature shall be binding upon the Parties<br>to this Agreement as though the signature was an original
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18. TERMINATION. Either party may terminate this Agreement at any time for any reason or on reason;<br>however, such termination shall not remove the Company’s nor the Consultant’s obligations that survive per the terms of this<br>Agreement, including, but not limited to, the Company’s obligation to pay the shares already earned by the Consultant.
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[REMAINDER OF PAGE BLANK; SIGNATURE PAGE IMMEDIATELY FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the day and year first above written.

622 Capital LLC
By:
Name:
Title:

Inspire Veterinary Partners, Inc.
By: /s/ Kimball Carr
Name: Kimball Carr
Title: President / CEO
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