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): November 8 , 2023 (October 27, 2023)
INSPIRE VETERINARY PARTNERS, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 001-41792 | 85-4359258 |
|---|---|---|
| (State or other<br> jurisdiction of incorporation) | (Commission<br> File Number) | (I.R.S. Employer<br> 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) | |
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| ¨ | 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
x
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 2.01 Completion of Acquisition or Disposition of Assets.
Valley Veterinary Services Acquisition
On November 8, 2023,
pursuant to an asset purchase agreement, dated October 27, 2023 (the “Asset Purchase Agreement”), by and among
Inspire Veterinary Partners, Inc. (the “Company”) and IVP PA Holding Company, LLC (“AcquisitionSub”), a Delaware limited liability company and wholly-owned subsidiary of the Company and Valley Veterinary Service, Inc., a Pennsylvania corporation (the “Seller”), Michelle Bartus, VMD and Peter Nelson, VMD (the “Owners” and together with the Seller, the “Seller Parties”)
completed the acquisition of Valley Veterinary Services animal hospital.
The aggregate purchase consideration for the Valley Veterinary Services animal hospital practice was $1,400,000 plus the assumed liabilities described below, consisting of $1,000,000 to be paid in cash at the closing of the acquisition plus 408,163 restricted shares of the Company’s Class A common stock (the “Class A Common Stock”), which was equal to the quotient obtained by dividing $400,000 by the official closing price of one share of Class A Common Stock as reported by the Nasdaq Capital Market on the trading date immediately prior to the closing.
Pursuant to the Asset Purchase Agreement, AcquisitionSub acquired substantially all of the assets comprising the veterinary clinic operating under the name “Valley Veterinary Service”, including all equipment and other tangible personal property, inventory, customer deposits, prepaid expenses, permits, licenses, franchises, variances, business contracts and equipment leases, books and records, telephone numbers, yellow pages listings, internet websites, electronic mail addresses (including, without limitation, any and all content therein), and social media sites and accounts, goodwill and intangible assets and other proprietary rights relating to the veterinary practice. The acquisition excluded certain assets, including certain excess cash, patient and medical records and files to the extent non-transferable by applicable law, personal licenses held by individual veterinary professionals, and other stipulated assts. Also pursuant to the Asset Purchase Agreement, AcquisitionSub assumed liabilities arising from business contracts that may arise after the closing.
The closing of the Valley Veterinary Services acquisition was conditioned on the absence of any new statute, rule, regulation or order prohibiting the transactions and any claim, action, suit, arbitration, inquiry, proceeding, investigation, or legal proceeding
seeking to restrain or alter the acquisition, as well as other customary closing conditions. The transaction did not require state or federal regulatory approval.
The foregoing description of the Asset Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Asset Purchase Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and which is incorporated herein by reference.
Valley Veterinary Rea; Estate Acquisition
Also on November 8, 2023,
pursuant to the real estate asset purchase agreement, dated October 27, 2023 (the “Real Estate Asset Purchase Agreement”), by and between IVP PA Properties, LLC (“RE AcquisitionSub”), a Delaware limited liability company and wholly-owned subsidiary of the Company, and the Owners, completed the acquisition of certain real estate assets related to the Valley Veterinary Services animal hospital located at 408 Grace Lane, Rostraver Township, Pennsylvania 15012 (Parcel Nos. 56-12-00-0-148 and 56-12-00-0-144).
Pursuant to the Real Estate Asset Purchase Agreement, RE AcquisitionSub acquired a fee interest in the real property, all buildings, improvements, structures and fixtures, and all intangible property owned by the Owners in connection with the land or improvements, if any, for an aggregate purchase price of $590,000, payable in cash.
The foregoing description of the Real Estate Asset Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Real Estate Asset Purchase Agreement, a copy of which is attached as Exhibit 10.2 to this Current Report on Form 8-K and which is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.02.
The issuance of restricted shares of Class A Common Stock to the Seller Parties was consummated in privately negotiated transaction exempt from registration pursuant to Rule 506(b) of Regulation D under the Securities Act of 1933, as amended. There were no proceeds from the issuance of the shares of Class A Common Stock.
Item 3.03 Material Modification to Rights of Security Holders.
The information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 7, 2023, Inspire Veterinary Partners, Inc. (the “Company”) amended its articles of incorporation by the filing with the Secretary of State of the State of Nevada an amendment (the “Series A COD Amendment”) to the certificate of designation for the Company’s Series A preferred stock (the “Series A Preferred Stock”). The Series A COD Amendment was approved on October 26, 2023 by the unanimous affirmative vote of the holders of the Series A Preferred Stock outstanding as of such date and by affirmative vote of the board of directors of the Company on November 6, 2023. The Series A COD Amendment became effective upon filing with the Secretary of State of the State of Nevada.
Pursuant to the Series A COD Amendment, the number of shares of the Company designated as Series A Preferred Stock authorized under the Company’s articles of incorporation was increased to a total of two million (2,000,000) preferred shares. In addition, the Series A COD Amendment modified the conversion price of the Series A Preferred Stock to be no less than $0.50 per share, as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction conducted after the date of the Series A COD Amendment.
The foregoing description of Series A COD Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Series A COD Amendment, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 8.01. Other Events.
Press Release
On November 8, 2023,
the Company issued a press release announcing the closing of the Valley Veterinary Services animal hospital acquisition and related real estate assets, a copy of which is attached as Exhibit 99.1to this Current Report on Form 8-K.
Forward-Looking Statements
This press release contains forward-looking statements regarding the Company’s current expectations. These forward-looking statements include, without limitation, references to the Company’s expectations regarding the acquisition of Valley Veterinary Services animal hospital and the related real estate assets. 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 acquisition of Valley Veterinary Services animal hospital and the related real estate assets. These and other risks and uncertainties are described more fully in the section captioned "Risk Factors" in the Company’s Registration Statement on Form S-1 related to the Company’s initial public offering (SEC File No. 0001575872-23-001347). 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.
Item. 9.01. Financial Statements and Exhibits
* Previously filed with the Securities and Exchange Commission as an exhibit to the Current Report on Form 8-K filed by the Company on October 31, 2023, and incorporated by reference herein.
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: | INSPIRE VETERINARY PARTNERS, INC. | |
|---|---|---|
| November 8, 2023 | ||
| By: | /s/ Kimball Carr | |
| Name: | Kimball Carr | |
| Title: | President and Chief Executive Officer |
Exhibit 3.1
___________________________________
AMENDMENT TO CERTIFICATE OF DESIGNATION
OF
Inspire Veterinary Partners, Inc.
Pursuant to Section 78.1955 of the
Nevada Revised Statutes
______________________________________
SERIES A PREFERRED STOCK
The Certificate of Designation of the Series A Preferred Stock Inspire Veterinary Partners, Inc., a Nevada corporation (the “Company”), as originally filed with the Nevada Secretary of State on July 12, 2023 (the “Original Designation”), is hereby amended as follows:
A. The number of shares designated as Series A Preferred Stock is hereby increased to a total of two million (2,000,000) shares.
B. Section 4(b) of the Original Designation is hereby amended to read as follows:
“b. Conversion Price. The conversion price (the “Conversion Price”) for the Series A Preferred Stock shall be the amount equal to sixty percent (60%) the VWAP for the Company’s common stock for the three (3) trading days immediately preceding the date of such conversion, with the exception of any conversion made during the first three (3) trading days on which the Company’s common stock is listed on a national securities exchange. For any conversion made during the first three (3) trading days on which the Company’s common stock is listed on a national securities exchange, the Conversion Price shall be equal to sixty percent (60%) of the per-share price for the Company’s initial underwritten registered public offering on the national securities exchange. All such foregoing determinations will be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during such measuring period. “VWAP” means the dollar volume-weighted average price for the Common Stock on the principal securities exchange or securities market on which the Common Stock is then traded. Notwithstanding the foregoing, in no case shall the Conversion Price be less than $0.25 per share, as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction conducted after the date of this Amendment.”
C. All terms of the Original Designation not amended hereby shall remain in full force and effect.
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IN WITNESS WHEREOF the undersigned has signed this Amendment to Certificate of Designation this 28^th^ day of October, 2023.
| INSPIRE VETERINARY PARTNERS, INC. | |
|---|---|
| By: | /s/ Kimball Carr |
| Name: Kimball Carr | |
| Title: CEO | |
| 2 | |
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Exhibit 99.1
Inspire Veterinary Partners Announces Acquisition of Valley Veterinary Service Animal Hospital
| · | Latest acquisition brings the total number of Inspire locations to 14. |
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| · | Expansion into a new state, Pennsylvania. |
| --- | --- |
| · | Pipeline of attractive potential acquisitions of animal hospitals remains active. |
| --- | --- |
Virginia Beach, VA, (November 8, 2023) (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 has completed the acquisition of Valley Veterinary Service, Inc. animal hospital located in Pennsylvania, Inspire’ first entry in that state.
Valley Veterinary Service’s 2022 gross revenues were in excess of $1.7 million. As part of the transaction, Inspire acquired certain real estate assets related to Valley Veterinary hospital.
Kimball Carr, Chairman, President & Chief Executive Officer of Inspire, stated, “We are very excited to enter Pennsylvania and to collaborate with this remarkably committed and talented team who have been serving their community for years. The Valley team is expected to continue to operate the hospital and provide the same incredible care and service they have to so many clients and pets, while IVP leverages our expertise and infrastructure to enable the team at Valley to continue to be their best. Inspire looks forward to future nationwide growth opportunities.”
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 Registration Statement 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 IR Kevin McGrath +1-646-418-7002 kevin@tradigitalir.com
General Inquires
Morgan Wood
Mwood@inspirevet.com
Source: Inspire Veterinary Partners, Inc.