Inspire Veterinary Partners Files Amended Filing, Registering 46.4M Class A Shares For Potential Sale By Stockholders on Nasdaq

46,419,092 shares of Class A Common Stock

 

This prospectus relates to the potential offer and resale by the selling stockholders identified in this prospectus or their permitted transferees (the "Selling Stockholders") of 46,419,092 shares of our Class A common stock, $0.0001 par value per share, (the "Class A common stock" or "Common Stock") consisting of (i) up to 26,194,092 shares of Common Stock issuable upon conversion of Series B convertible preferred stock ("Series B Preferred Stock") pursuant to that certain securities purchase agreement dated July 28, 2025 (the "Private Placement"), (ii)  7,725,000 shares of Common Stock issuable upon the exercise of warrants (at an exercise price of $1.00 per share), issued to investors in the Private Placement and (iii) up to 12,500,000 shares issuable upon conversion of the principal and accrued interest at maturity of promissory notes, as amended, in the aggregate principal amount of $1,250,000 issued to Target Capital 1, LLC ("Target") on June 10, 2025 and June 30, of 2025, respectively  (collectively the "Target Notes"). See the section of this prospectus entitled "Offering" for a description of the transactions and the section entitled "Selling Stockholders" for additional information about the Selling Stockholders.

 

The registration of the shares of our Common Stock covered by this prospectus does not necessarily mean that any shares of our Common Stock will be sold by any of the Selling Stockholders, and we cannot predict when or in what amounts any of the Selling Stockholders may sell any of our shares of Common Stock offered by this prospectus.

 

The Selling Stockholders, or their respective transferees, pledgees, donees or other successors-in-interest, may sell the Common Stock through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. The Selling Stockholders may sell any, all or none of the securities offered by this prospectus, and we do not know when or in what amount the Selling Stockholders may sell their shares of Common Stock hereunder following the effective date of this registration statement. We provide more information about how a Selling Stockholders may sell its shares of Common Stock in the section titled "Plan of Distribution" on page 95.

 

There is currently a limited public trading market for our Common Stock.

 

Our Common Stock is listed on the Nasdaq Capital Market under the symbol "IVP." The last reported sale price of our Common Stock on the Nasdaq Capital Market on November 28, 2025, was $0.12 per share.