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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): October 8, 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.
As previously disclosed, Inspire Veterinary Partners, Inc. (the “Company”) closed a public offering pursuant to which an aggregate of 6,000,000 units (the “Units”), were sold at an offering price of $1.00 per Unit, each Unit consisting of either one share of the Company’s Class A common stock, and one pre-funded warrant to purchase one share of the Company’s Class A common stock or one warrant to purchase one share of the Company’s Class A common stock (the “Warrant”).
The Warrants have an exercise price of $1.00 and are exercisable for a period of six months commencing upon issuance.
On October 8, 2024, the Company and that certain holder amended the Warrant to reduce the exercise price of the holder’s 2,500,000 Warrants from $1.00 to $0.20 (the “Amendment”). No other modifications were made to the Warrant and all other terms and provisions shall remain in full force and effect.
The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is attached hereto as Exhibit 10.26 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Stockholders on October 9, 2024 (the “Annual Meeting”). Stockholders of record at the close of business on July 26, 2024 (the “Record Date”) were entitled to one vote for each share of Class A common stock, ten votes per share of Class B common stock and one vote per share of Series A preferred stock.
On the Record Date, there were 2,212,820 shares of Class A common stock outstanding, 3,891,500 shares of Class B common stock outstanding and no shares of Series A preferred stock outstanding. The amount of issued and outstanding shares of common and preferred stock present at the Annual Meeting was sufficient to constitute a quorum.
The Company’s stockholders voted on the following two proposals at the Annual Meeting, casting their votes as described below.
Proposal 1. – Election of Directors. The following individuals, each of whom was named as a nominee in the Company’s definitive proxy statement relating to the Annual Meeting, were elected by the Company’s stockholders by a plurality of votes cast to serve on the Company’s Board of Directors for a term expiring at the 2025 annual meeting of stockholders or until their successors are elected and qualified. Information on the vote relating to each director standing for election is set forth below:
| Nominee | For | Withheld | Broker Non-Votes |
|||||||||
| Kimball Carr | 62,127,580 | 13,453,953 | - | |||||||||
| Larry Alexander | 75,567,741 | 13,792 | - | |||||||||
| Charles Stith Keiser | 75,568,957 | 12,576 | - | |||||||||
| Phillip Balatsos | 75,751,663 | 207,925 | - | |||||||||
| Anne Murphy | 62,133,966 | 13,447,567 | - | |||||||||
| Erin Thomas-Mackey, DVM | 75,571,971 | 9,562 | - | |||||||||
| Timothy Watters | 75,569,705 | 11,828 | - | |||||||||
Proposal 2. – Ratification of Appointment of Auditor. Proposal 2 was to ratify the appointment of Kreit & Chiu CPA LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The proposal was approved.
| For | For | Against | Broker Non- Abstain |
||||||||||
| 5,426,417 | 75,936,784 | 25,658 | 2,989 | ||||||||||
There were no other proposals voted on at the Annual Meeting.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.26 | Form of Amendment by and between the Company and the holder, dated October 8, 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: October 15, 2024 | INSPIRE VETERINARY PARTNERS, INC. | |
| By: | /s/ Kimball Carr | |
| Name: | Kimball Carr | |
| Title: | President and Chief Executive Officer | |
2
Exhibit 10.26
AMENDMENT TO WARRANTS
This Amendment to Common Stock Purchase Warrants (this “Amendment”) dated this 8th day of October, 2024, by and among Inspire Veterinary Partners, Inc., a Nevada corporation (the “Company”) and [ ] (the “Holder”).
WHEREAS, the Holder is the owner of that certain Common Stock Purchase Warrant to purchase 2,500,000 shares of Class A common stock, dated of July 12, 2024, issued by the Company to the Holder (the “Original Warrant”); and
WHEREAS, Section 5 of the Original Warrant provides that the provisions of the Original Warrant may only be amended by an instrument in writing signed by the Company and the Holder; and
WHEREAS, the Company and the Holder desire to amend the Original Warrant as more particularly set forth below.
NOW THEREFORE, in consideration of the mutual promises contained in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Holder, intending to be legally bound, hereby agree as follows:
1. Conforming Changes. Effective upon the closing of the offering pursuant to the Company’s registration statement on Form S-1 (File No. 333- 280194) as amended (the “Offering”), the Exercise Price (as defined in the Original Warrant) of the Original Warrant is hereby amended to $0.20, subject to further adjustment as set forth in the terms and conditions of the Original Warrant.
2. Full Force and Effect. All other terms of the Original Warrant are not amended hereby and shall remain in full force and effect, except as otherwise set forth in this Amendment. The parties hereby ratify and confirm the terms and conditions of the Original Warrant, as supplemented and amended by this Amendment.
3. Recitals. The Recitals above are true and correct and are hereby incorporated by reference.
4. Applicable law. The substantive laws of the applicable state, as well as terms regarding forum and jurisdiction, as originally provided in the Original Warrant shall govern the construction of this Amendment and the rights and remedies of the parties hereto.
5. Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and shall be binding upon all parties, their successors and assigns, and all of which taken together shall constitute one and the same Amendment. A signature delivered by facsimile or email shall constitute an original.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
| INSPIRE VETERINARY PARTNERS, INC. | ||
| By: | ||
| Name: | Kimball Carr | |
| Title: | Chief Executive Officer | |
| [ ] | ||
| By: | ||
| Name: | ||