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 1, 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 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 reported in Current Reports on Form 8-K filed by Inspire Veterinary Partners, Inc. (the “Company”) on August 4, 2025 and September 15, 2025, the Company issued shares of its Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”) to certain accredited investors, and established the rights, preferences and privileges of the Series B Preferred Stock pursuant to a Certificate of Designation of Series B Convertible Preferred Stock filed with the Nevada Secretary of State on July 29, 2025 (the “Certificate of Designation”).
On December 1, 2025, pursuant to Section 32(aa) of the Certificate of Designation, the Company entered into an agreement with the Required Holders under the Certificate of Designation, to lower the Floor Price (as defined in the Certificate of Designation) from $0.1879 to $0.05 per share (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events and in accordance with the other adjustment provisions of the Certificate of Designation).
On December 1, 2025, the Company also entered into a waiver agreement with the Required Holders to permit a redemption of 2,027 shares of Series B Preferred Stock for approximately $2.7 million.
On December 4, 2025, the Company entered into an amendment to the promissory notes issued to Target Capital 1 LLC on June 10, 2025 and June 30, 2025 (the “Notes”) to lower the Floor Price (as defined in the Notes) from $0.1879 to $0.05 per share (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events and in accordance with the other adjustment provisions of the Notes). The Notes also were amended to prohibit Target from converting the Notes to the extent (but only to the extent) Target or any of its affiliates would beneficially own a number of shares of the Company’s Class A common stock which would exceed 4.99% of the outstanding shares of the Company.
The foregoing descriptions of the agreements are qualified in their entirety by reference to the full text of the agreements, which are filed as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference.
Item. 9.01. Financial Statements and Exhibits
| Exhibit No. | Description | |
| 10.1 | Agreement Regarding Adjustment of Floor Price, dated December 1, 2025, between Inspire Veterinary Partners, Inc. and the Required Holders. | |
| 10.2 | Limited Waiver and Amendment Agreement, dated December 1, 2025, between Inspire Veterinary Partners, Inc. and the Required Holders. | |
| 10.3 | Amendment to the Promissory Notes, dated December 4, 2025, between Inspire Veterinary Partners, Inc. and Target Capital 1 LLC. | |
| 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: December 5, 2025 | INSPIRE VETERINARY PARTNERS, INC. | |
| By: | /s/ Kimball Carr | |
| Name: | Kimball Carr | |
| Title: | President and Chief Executive Officer | |
Exhibit 10.1
AGREEMENT REGARDING ADJUSTMENT OF FLOOR PRICE
This Agreement (this “Agreement”) is entered into as of December 1, 2025 (the “Effective Date”), by and among Inspire Veterinary Partners, Inc., a Nevada corporation (the “Company”), and _________ (the “Holder”).
RECITALS
| A. | The Company established Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”) pursuant to that certain Certificate of Designation of Series B Convertible Preferred Stock, filed with the Nevada Secretary of State on July 29, 2025, as amended or supplemented from time to time (the “Certificate of Designation”). |
| B. | The Holder holds shares of the Series B Preferred Stock. |
| C. | The Certificate of Designation provides that the Floor Price may be lowered upon the approval or consent of the Company and the Holder, subject to the rules and regulations of The Nasdaq Stock Market LLC. |
| D. | The Company and the Holder desire to exercise the rights granted under the Certificate of Designation to approve such reduction. |
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Holder hereby agree as follows:
1. Exercise of Rights Under Certificate of Designation; Adjustment of Floor Price.
Pursuant to the rights set forth in Section 32(aa) of the Certificate of Designation, and effective as of the Effective Date, the Floor Price is hereby set at $0.05 per share (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events and in accordance with the other adjustment provisions of the Certificate of Designation).
2. Acknowledgment of Effectiveness.
Each party acknowledges and agrees that:
(a) the reduction of the Floor Price is fully authorized under the Certificate of Designation;
(b) no amendment to the Certificate of Designation has occurred; and
(c) no filing with the Nevada Secretary of State is required.
3. Representations and Warranties of the Holders.
The Holder represents and warrants that:
(a) such Holder has the authority to approve the Floor Price adjustment; and
(b) this Agreement constitutes a valid exercise of such Holder’s rights under the Certificate of Designation.
4. Representations and Warranties of the Company.
The Company represents and warrants that:
(a) the Certificate of Designation authorizes the reduction of the Floor Price with the approvals obtained herein;
(b) all required board approvals have been or will be obtained;
(c) this Agreement constitutes a valid corporate act of the Company; and
(d) it will file a Current Report on Form 8-K to disclose the Agreement.
5. No Other Changes.
The parties agree that no other provision of the Certificate of Designation is amended, modified, waived or affected by this Agreement.
6. Compliance With NASDAQ Capital Market Rules.
The parties acknowledge and agree that:
(a) the adjustment of the Floor Price pursuant to this Agreement is intended to be, and shall be, effected in compliance with all applicable rules and regulations of The Nasdaq Stock Market LLC, including the rules applicable to the Nasdaq Capital Market;
(b) the Company represents that the adjustment set forth herein does not require stockholder approval under Nasdaq Listing Rule 5635 or any other applicable Nasdaq rule, or that such approval has been obtained; and
(c) the Company shall take any additional actions reasonably necessary to ensure continuing compliance with the rules and regulations of the Nasdaq Capital Market in connection with the Floor Price adjustment.
7. Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Nevada or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Nevada.
8. Counterparts; Electronic Delivery.
This Agreement may be executed in counterparts, and signatures delivered electronically shall be deemed effective.
9. Binding Effect.
This Agreement is binding on and inures to the benefit of the parties and their respective successors and permitted assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
| COMPANY: | ||
| Inspire Veterinary Partners, Inc. | ||
| By: | ||
| Name: | ||
| Title: | ||
| HOLDER: | ||
| By: | ||
| Name: | ||
| Title: | ||
Exhibit 10.2
LIMITED WAIVER AND AMENDMENT AGREEMENT
This Limited Waiver and Amendment Agreement (the “Agreement”), dated as of December 1, 2025, is by and between Inspire Veterinary Partners, Inc., a Nevada corporation (the “Company”), and the holder identified on the signature page hereto (the “Holder”).
R E C I T A L S
A. Reference is made to that certain Securities Purchase Agreement, dated as of July 28, 2025 (as amended by that certain Amendment No. 1 to Securities Purchase Agreement, dated as of September 9, 2025, the “Securities Purchase Agreement”), by and among the Company and the investors signatory thereto (the “Buyers”), pursuant to which, among other things, the Company issued to the Buyers certain shares of Series B Preferred Stock, $0.0001 par value, of the Company (the “Preferred Shares”), the terms of which are set forth in that certain certificate of designations for the Preferred Shares (the “Certificate of Designations”). Capitalized terms used but not defined herein shall have the meaning set forth in the Securities Purchase Agreement.
B. Pursuant to Section 9 of the Certificate of Designations, the Company has the right to redeem all, but not less than all, of the Preferred Shares then outstanding.
C. The Company desires to redeem 2,027 Preferred Shares (the “Partial Redemption”), which represents a portion of the Preferred Shares outstanding.
D. Pursuant to (i) Section 31(b) of the Certificate of Designations, the Required Holder may consent to waive certain terms of the Certificate of Designations, and (ii) Section 9(e) of the Securities Purchase Agreement, the Company and the Required Holder may amend the terms of the Securities Purchase Agreement, which amendment shall be binding on all Buyers and holders of Securities.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants hereinafter contained, the Company and the Holder agree as follows:
A G R E E M E N T
1.Limited Waiver. The Holder, in its capacity as the Required Holder, hereby agrees to waive, in part, Section 9 of the Certificate of Designations, such that the Company is permitted to redeem less than all of the Preferred Shares outstanding, solely with respect to the Partial Redemption and not with respect to any other redemption of Preferred Shares (collectively, the “Limited Waiver”) and, upon the due execution and delivery by the Company and the Holder of this Amendment (the “Effective Time”), this Agreement shall be effective as of the date hereof.
2.Limitation of Waiver. The Limited Waiver set forth herein constitutes a one-time waiver and is limited to the matters expressly waived herein and should not be construed as an indication that the Holder would be willing to agree to any future modifications to, consent of, or waiver of any of the terms of any other agreement, instrument or security or any modifications to, consents of, or waiver of any default that may exist or occur thereunder.
3.Amendment. The definition of “Transaction Documents” in the Securities Purchase Agreement is hereby amended to include this Amendment.
4. Ratifications. Except as otherwise expressly provided herein, each of the Transaction Documents is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects.
5. Fees. The Company shall reimburse Kelley Drye & Warren, LLP (counsel to the Holder) in an aggregate non-accountable amount of $[___] for costs and expenses incurred by it in connection with drafting and negotiation of this Agreement. Each party to this Agreement shall bear its own expenses in connection with the structuring, documentation, negotiation and closing of the transactions contemplated hereby, except as provided in the previous sentence and except that the Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, transfer agent fees, Depository Trust Company fees relating to or arising out of the transactions contemplated hereby.
6. Miscellaneous.
6.1 Independent Nature of Holder’s Obligations and Rights. The obligations of the Holder under this Amendment or any other Transaction Document are several and not joint with the obligations of any other Buyer, and the Holder shall not be responsible in any way for the performance of the obligations of any other Buyer under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by the Holder pursuant hereto, shall be deemed to constitute the Holder and other Buyers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holder and other Buyers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Amendment, or any other Transaction Document and the Company acknowledges that the Holder and the other Buyers are not acting in concert or as a group with respect to such obligations or the transactions contemplated by this Amendment, any other amendment and any other Transaction Document. The Company and the Holder confirm that the Holder has independently participated in the negotiation of the transactions contemplated hereby with the advice of its own counsel and advisors. The Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Amendment, any other amendment or out of any other Transaction Documents, and it shall not be necessary for any other Buyers to be joined as an additional party in any proceeding for such purpose.
6.2 No Material Non-Public Information. Nothing in this Agreement, including, without limitation, the transactions contemplated hereby, constitutes material non-public information. As of the time of execution of this Agreement, the Holder is not in possession of any material, nonpublic information received from the Company or any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that has not been publicly disclosed. In addition, the Company acknowledges and agrees that, as of the time of execution of this Agreement, any and all confidentiality or similar obligations, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Holder or any of its affiliates, on the other hand, shall terminate and be of no further force or effect. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that the Holder shall not have (unless expressly agreed to the Holder after the date hereof in a written definitive and binding agreement executed by the Company and the Holder)(it being understood and agreed that no other holder may bind the Holder with respect thereto), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiaries. The Company understands and confirms that the Holder will rely on the foregoing representations in effecting transactions in securities of the Company.
6.3 Miscellaneous Provisions. Section 9 of the Securities Purchase Agreements is hereby incorporated by reference herein, mutatis mutandis.
[The remainder of the page is intentionally left blank]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
| INSPIRE VETERINARY PARTNERS, INC. | |||
| By: | |||
| Name: | |||
| Title: | |||
[Signature Page to Limited Waiver Agreement]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
| HOLDER: | |||
| By: | |||
| Name: | |||
| Title: | |||
Exhibit 10.3
AMENDMENT NO. 2 TO THE
PROMISSORY NOTES
This AMENDMENT NO. 2 TO THE PROMIISSORY NOTES (this “Amendment”), dated as of December 4, 2025, is made by and between INSPIRE VETERINARY PARTNERS, INC., a Nevada corporation, (the “Company”) and Target Capital 1 LLC (the “Holder”). All capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Notes.
WHEREAS, on June 10, 2025 and June 30, 2025 the Company issued to the Holder certain identical Promissory Notes, as amended on August 18, 2025, (collectively, the “Notes”) in the aggregate principal amount of $1,250,000; and
WHEREAS, the Company and the Holder desire to enter into this Amendment to amend the Notes as set forth herein.
NOW THEREFORE, in consideration of the foregoing mutual premises and the covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and legal adequacy of which is hereby acknowledged, the Company and the Holder, intending to be legally bound, hereby agree to amend the Notes as follows:
1. SECTION 1.06 “CONVERSION RIGHTS” SHALL BE AMENDED AND RESTATED IN ITS ENTIRETY TO STATE THE FOLLOWING:
“AT ANY TIME PRIOR TO REPAYMENT IN FULL OF THIS NOTE, THE HOLDER SHALL HAVE THE RIGHT, AT ITS OPTION, TO CONVERT ALL OR ANY PORTION OF THE OUTSTANDING PRINCIPAL AMOUNT AND ANY ACCRUED BUT UNPAID INTEREST UNDER THIS NOTE INTO SHARES OF THE COMPANY’S COMMON STOCK AT A FIXED CONVERSION PRICE OF $1.00 PER SHARE (THE “FIXED CONVERSION PRICE”), SUBJECT TO CUSTOMARY ADJUSTMENTS FOR STOCK SPLITS, COMBINATIONS, RECLASSIFICATIONS, AND SIMILAR EVENTS. FOLLOWING THE OCCURRENCE AND DURING THE CONTINUANCE OF A TRIGGERING EVENT (AS DEFINED BELOW), THE HOLDER MAY ALTERNATIVELY ELECT TO CONVERT INTO COMMON STOCK AT THE “ALTERNATE CONVERSION PRICE” EQUAL TO THE LESSER OF: (I) THE APPLICABLE CONVERSION PRICE, AND THE GREATER OF (A) THE FLOOR PRICE OF $0.05 (THE “FLOOR PRICE”); AND (B) 80% OF THE LOWEST VOLUME WEIGHTED AVERAGE PRICE OF THE COMMON STOCK DURING THE FIVE CONSECUTIVE TRADING DAYS IMMEDIATELY PRIOR TO SUCH CONVERSION. A “TRIGGERING EVENT” WILL MEAN THE OCCURRENCE OF A TRIGGERING EVENT UNDER SECTION 5(A)(I), (II), (III), (IV) (WITH RESPECT TO ANY CONVERSION OR COMPLIANCE FAILURES RELATING TO THE NOTE), (VIII), (IX), (X), (XI), (XII), (XIII), (XIV), (XV) (WITH RESPECT TO BREACHES OF ANY PROVISION OF THIS NOTE), (XVI), (XIX), (XX) OR (XXI) (WITH RESPECT TO ANY PROVISON OF THIS NOTE) OF THE CERTIFICATE OF DESIGNATION FOR THE COMPANY’S SERIES B CONVERTIBLE PREFERRED STOCK. CONVERSIONS UNDER THIS SECTION 1.06 SHALL BE MADE BY DELIVERY TO THE COMPANY OF A WRITTEN NOTICE OF CONVERSION (A “CONVERSION NOTICE”), IN SUBSTANTIALLY THE FORM ATTACHED HERETO AS EXHIBIT A, SPECIFYING THE AMOUNT OF THE NOTE TO BE CONVERTED AND WHETHER THE HOLDER IS CONVERTING UNDER THE FIXED CONVERSION PRICE OR ALTERNATE CONVERSION PRICE. THE COMPANY SHALL ISSUE THE APPLICABLE NUMBER OF SHARES OF COMMON STOCK TO THE HOLDER WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF THE CONVERSION NOTICE.
2. SECTION 1.07 “HOLDER’S CONVERSION LIMITATIONS” SHALL BE ADDED TO THE NOTES AND STATE THE FOLLOWING:
“The Company shall not effect any conversion of principal and/or interest of this Note, and the Holder shall not have the right to convert any principal and/or interest of this Note, to the extent that after giving effect to the conversion set forth on the applicable Notice of Conversion, the Holder (together with the Holder’s Affiliates, and any Persons acting as a group together with the Holder or any of the Holder’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon conversion of this Note with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted principal amount of this Note beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 1.07, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 1.07 applies, the determination of whether this Note is convertible (in relation to other securities owned by the Holder together with any Affiliates) and of which principal amount of this Note is convertible shall be in the sole discretion of the Holder, and the submission of a Notice of Conversion shall be deemed to be the Holder’s determination of whether this Note may be converted (in relation to other securities owned by the Holder together with any Affiliates) and which principal amount of this Note is convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, the Holder will be deemed to represent to the Company each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 1.07, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Company’s most recent periodic or annual report filed with the U.S. Securities and Exchange Commission, as the case may be, (ii) a more recent public announcement by the Company, or (iii) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two (2) trading days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of this Note held by the Holder. The Holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 1.07, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Note held by the Holder and the Beneficial Ownership Limitation provisions of this Section 1.07 shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company. The Beneficial Ownership Limitation provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1.07 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Note.”
3. EXCEPT AS SPECIFICALLY AMENDED HEREBY, THE NOTES SHALL REMAIN IN FULL FORCE AND EFFECT AND ALL OTHER TERMS OF THE NOTES SHALL REMAIN UNCHANGED. TO THE EXTENT ANY PROVISION OF THE NOTES IS INCONSISTENT WITH THIS AMENDMENT, THIS AMENDMENT SHALL CONTROL.
4. THIS AMENDMENT REPRESENTS THE ENTIRE AND INTEGRATED AGREEMENT OF THE PARTIES WITH THE RESPECT TO THE SUBJECT MATTER HEREOF, AND SHALL SUPERSEDE ALL PRIOR OR CONTEMPORANEOUS DISCUSSIONS, AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES WITH RESPECT TO SUCH SUBJECT MATTER.
[Signature Page Follows]
IN WITNESS WHEREOF, the Company and the Holder have caused their respective signature pages to this Amendment to be duly executed as of the date first written above.
| COMPANY | ||
| INSPIRE VETERINARY PARTNERS, INC. | ||
| By: | /s/ Kimball Carr | |
| Name: | Kimball Carr | |
| Title: | Chief Executive Officer | |
| HOLDER | ||
| TARGET CAPITAL 1 LLC | ||
| By: | /s/ Dmitriy Shapiro | |
| Name: | Dmitriy Shapiro | |
| Title: | Managing Director | |
Exhibit A
NOTICE OF CONVERSION
The undersigned hereby elects to convert principal and interest under the Promissory Note dated ________ of Inspire Veterinary Partners, Inc. (the “Company”), into shares of its Class A common stock (the “Common Stock”), according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.
By the delivery of this Notice of Conversion the undersigned represents and warrants to the Company that its ownership of the Common Stock does not exceed the amounts specified under Section 1.07 of this Note, as determined in accordance with Section 13(d) of the Exchange Act.
The undersigned agrees to comply with the prospectus delivery requirements under the applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock.
Conversion calculations:
Date to Effect Conversion:______________________________________
Principal Amount of Note to be Converted:________________________
Conversion Price:_______________
Number of shares of Common Stock to be issued:___________________
| ☐ | If this Conversion Notice is being delivered with respect to an Alternate Conversion, check here if Holder is electing to use the following Alternate Conversion Price: _________________ |
Please issue the Common Stock into which the Note is being converted to Holder, or for its benefit, as follows:
| ☐ | Check here if requesting delivery as a certificate to the following name and to the following address: |
Issue to:______________________________________________________
| ☐ | Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: |
DTC Participant: __________________________
DTC Number: __________________________
Account Number: __________________________
Date: __________________________
__________________________
Name of Holder
| By: | ||
| Name: | ||
| Title: |
Tax ID:____________________
E-mail Address:___________________