SecProbe.io

United States securities and exchange commission logo
November 21, 2022
Kimball Carr
Chief Executive Officer
Inspire Veterinary Partners, Inc.
780 Lynnhaven Parkway
Suite 400
Virginia Beach, VA 23452
Re:Inspire Veterinary Partners, Inc.
Draft Registration Statement on Form S-1
Submitted October 25, 2022
CIK No.: 0001939365
Dear Kimball Carr:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Cover Page
1.We note your statement that you have applied to list your Class A common stock on the
Nasdaq Capital Market.  Revise your cover page to disclose whether your offering and the
secondary offering are contingent upon final approval of your NASDAQ listing.  Please
ensure the disclosure is consistent with your underwriting agreement.
2.We refer to your statement here that you are assuming a public offering price, and your
disclosure on page 9, which indicates that the number of shares of Class A common stock
being offered here is dependent on the offering price. Please ensure that you revise your

 FirstName LastNameKimball Carr
 Comapany NameInspire Veterinary Partners, Inc.
 November 21, 2022 Page 2
 FirstName LastNameKimball Carr
Inspire Veterinary Partners, Inc.
November 21, 2022
Page 2
disclosures to provide a firm number of shares offered hereunder prior to seeking
effectiveness of your registration statement.  Refer to Item 501(b)(3) of Regulation S-K.
3.We note that this prospectus relates to both a primary offering and a secondary offering.
Please revise your cover page to clearly highlight at the top that there are two different
offerings and the amounts of each offering. Also revise to state on the cover that the
secondary offering will not commence until after the closing of your initial public
offering, as you state on page 32, and to discuss the duration of the secondary offering.
Please also state the selling shareholders' net proceeds. Refer to Item 501(b)(3) of
Regulation S-K. In addition, given that there are two offerings and the offering prices
could differ, include risk factor disclosure to highlight the risk that purchasers in the resale
offering could pay more or less than the price in your primary offering.
Prospectus Summary, page 1
4.Balance your disclosures in the Summary with information regarding your net losses
and accumulated deficit.
The Offering, page 8
5.Please also revise your disclosure on page 9 to clarify if the information in the prospectus
reflects a conversion of the Bridge Note, which you state on page 44 is convertible at the
time of your IPO.
Our business may be harmed if our computer network. . ., page 19
6.Please expand this risk factor to discuss risks arising from your provision of tele-
veterinarian offerings and other digital services. In this regard, we refer to your statements
about such offerings on pages 16 and 21.
Various government regulations could limit. . ., page 20
7.We refer to the last two paragraphs in this risk factor. Please expand your disclosures to
identify the applicable states in which you currently have operations that have these types
of regulations.
Our board of directors may authorize and issue shares of new classes of stock. . ., page 23
8.Please revise the heading of this risk factor to reference the existence of the Class B
common stock and expand the risk factor to explain the additional rights that it grants to
holders. Explain the other risks resulting from the higher number of votes held by Class B
shareholders, and state the percentage of outstanding shares that Class B shareholders
must keep to continue to control the outcome of matters submitted to shareholders for
approval. Also, state here and on the cover the total number of shares of Class B stock that
are outstanding and that are underlying convertible securities. In this regard, we note that
you have issued securities convertible into Class B common stock. If the company will be
a "controlled" company following the initial public offering, revise to provide appropriate

 FirstName LastNameKimball Carr
 Comapany NameInspire Veterinary Partners, Inc.
 November 21, 2022 Page 3
 FirstName LastNameKimball Carr
Inspire Veterinary Partners, Inc.
November 21, 2022
Page 3
disclosures.
The sale or availability for sale of substantial amounts of our Class A common stock. . ., page 24
9.Please expand this risk factor to discuss the secondary offering, including a discussion of
your affiliates who are participating in the secondary offering.
Cautionary Statement Regarding Forward-Looking Statements, page 27
10.We note your references to forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Please be advised that the safe
harbor for forward-looking statements is inapplicable because you are not currently a
reporting company. See Section 27A(a)(1) of the Securities Act. Therefore, please revise
to make it clear that the safe harbor does not apply to this offering or delete all such
statements.
Selling Stockholders, page 31
11.Certain of your selling stockholders appear to be underwriters. We note that Dragon
Dynamic Catalytic Bridge SAC Fund and Target Capital 1 LLC are affiliates of the
underwriter.   Please revise your disclosures as appropriate to identify these entities as
underwriters, including on the prospectus cover page, and to state that such selling
stockholders must offer and sell their shares for a fixed price for the duration of the
offering and disclose such fixed price. In addition, you state that your selling stockholders
may sell securities through underwriters. Please revise your disclosures as appropriate to
disclose the required information set forth in Item 508 for such underwriters.
12.We refer to your disclosure on page 32 that the selling stockholders may engage in short
sales. Please tell us whether any of the selling stockholders have any open short positions.
Also please explain the selling stockholders' ability to engage in short sales under
Regulation M, and add disclosure, including a risk factor, disclosing the effects of short
selling on the price of your shares.
13.We refer to your statement on page 72 that your officers, directors, and 5% or more
shareholders have agreed to enter into lock-up agreements. Please revise your disclosures
as appropriate to clarify how these lock-up agreements affect the secondary offering, to
the extent applicable.
Use of Proceeds, page 33
14.We refer to your disclosure that you plan for additional acquisitions, and that at least five
additional locations are under contract. Please identify these businesses that are under
contract and the purchase prices of these businesses.  If any material amounts of other
funds are necessary to accomplish your specified purposes, state the amounts of such
other funds needed for each such specified purpose and the sources thereof.  Refer to
Instructions 3 and 6 of Item 504 of Regulation S-K.

 FirstName LastNameKimball Carr
 Comapany NameInspire Veterinary Partners, Inc.
 November 21, 2022 Page 4
 FirstName LastNameKimball Carr
Inspire Veterinary Partners, Inc.
November 21, 2022
Page 4
Summary of Results of Operations, page 40
15.Please disclose the types of expenses that you include in the cost of goods sold line item
and the types of expenses that you include in the general and administrative expenses line
item.  It appears cost of cost of goods sold does not include any depreciation or
amortization expense.  Please tell us how your presentation complies with SAB Topic
11.B.
16.Please quantify in the filing the extent to which the 2021-2022 revenue variance was
impacted by acquisitions. Also, please quantify your product sales revenue and your
service revenue, and also quantify the corresponding cost of sales for each revenue source.
Any material changes in gross margin should also be explained. See the guidance in Item
303 of Regulation S-K.
Intangible Assets, page 51
17.In 2021 and 2022 you have consummated multiple acquisitions of veterinary clinics and
recognized $4.8 million of goodwill but only $830,000 of customer list/relationship
intangible assets.  It is not clear why a larger amount of purchase price has not been
allocated to the customer relationship intangible given your disclosures on page 4 that
your acquisition targets are expected to generate growth in their operations. Please
disclose in the filing the method that you primarily use to measure the fair value of
acquired customer relationships and explain to readers the material acquired customer
cash flow retention and growth rate assumptions you have historically used and how these
assumptions resulted in such a disproportionate amount of goodwill being recognized in
your financial statements. The expanded disclosure should enable a reader to understand
why such a relatively small valuation was allocated to the customer relationship intangible
asset in light of the substantial increases in revenues that have been generated by the
corresponding acquisitions. Compliance with ASC 805-20-55 should be clearly evident.
Our Business, page 51
18.You state that you use a "national consultancy model."  Please expand your disclosures to
describe this model and to clarify how your business uses this model.  Revise to explain
how IVP Practice Holding Co. LLC and IVP Real Estate Holding Co. LLC work with the
practices they own, including whether they provide any management services to those
entities.  Discuss how your structure complies with various state regulations that prohibit
non-licensed veterinary persons from owning or operating veterinary clinics in certain
states. Discuss which acquisitions, if any, were "in-fill" purchases, which you reference on
page 4, and explain the meaning of this term. Also explain how you work with Blue
Heron Consulting. We note that you refer to them as your "partner firm" on page 5.
Disclose whether you have any agreements with Blue Heron Consulting, and if you do,
please revise to provide the material terms of such agreement(s), and file such agreement
as an exhibit.

 FirstName LastNameKimball Carr
 Comapany NameInspire Veterinary Partners, Inc.
 November 21, 2022 Page 5
 FirstName LastName
Kimball Carr
Inspire Veterinary Partners, Inc.
November 21, 2022
Page 5
19.We refer to your statement on page 16 that you are expanding your services and building
out your "digital and data capabilities," and your reference on page 21 to your "provision
of veterinary services through tele-veterinarian offerings." Please expand your disclosures
to discuss these offerings, including applicable regulations.
Government Regulation, page 56
20.We note your statement on page 56 that you are providing "[e]xamples" of regulations
applicable to you. Please revise to discuss the effect of all existing or probable regulations
on your business, to the extent material. For example, we refer to your statement that
Texas has a regulation prohibiting non-licensed veterinary persons from owning or
operating veterinary clinics in Texas. Please revise to describe similar laws or regulations
in other states in which you operate, or advise. Additional examples include whether there
are material state laws applicable to you governing the dispensing of prescription pet
medications by your veterinarians, or licensing requirements applicable to your
veterinarians.
Management and Board of Directors, page 59
21.Please revise the information regarding your officers and directors to align with the
disclosure referenced in Item 401 of Regulation S-K.
Executive and Director Compensation, page 65
22.Please expand your description of your agreement with Kimball Carr to describe all
material terms of such agreement, including a description of how the salary is determined
based on your revenue and the incentive plan. Refer to Item 402(o) of Regulation S-K.
Revise to clarify how Mr. Keiser is paid for his services.
Change-in-Control Agreements, page 68
23.We refer to your disclosure that you have not entered into any change-in-control
agreements with any of your officers. However, it appears that your agreement with Mr.
Carr has change-in-control and severance provisions. Revise to provide the disclosure
referenced in Item 402(q) of Regulation S-K.
Certain Relationships and Related Transactions, page 69
24.Please revise to provide the information required by Item 404 of Regulation S-K. We
note, for example, that you have an arrangement with Blue Heron Consulting, which is
affiliated with your COO.

 FirstName LastNameKimball Carr
 Comapany NameInspire Veterinary Partners, Inc.
 November 21, 2022 Page 6
 FirstName LastName
Kimball Carr
Inspire Veterinary Partners, Inc.
November 21, 2022
Page 6
Description of Capital Stock , page 69
25.Please revise to describe how shareholder's rights may be modified.
Description of Capital Stock, page 69
26.We note that Section XI of your current bylaws state that disputes concerning the
corporation or based on or relating to the "Stockholder Agreement" will be submitted to
mediation. However, it does not appear that there is a stockholder agreement
contemplated as part of this offering.  Please explain the scope of this provision, and
whether it is intended to apply to claims made under the federal securities laws, and revise
your disclosures as appropriate to discuss the stockholder agreement, including
appropriate risk factors and file the agreement as an exhibit. We note that Section 27 of
the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce
any duty or liability created by the Exchange Act or the rules and regulations thereunder,
and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state
courts over all suits brought to enforce any duty or liability created by the Securities Act
or the rules and regulations thereunder. We also note that your bylaws continue to refer to
Delaware. To the extent you intend to enter into amended and restated bylaws, please
revise your disclosures accordingly and update your exhibit index.
Underwriting
Lock-Up Agreements, page 78
27.We refer to your discussion in this section that you have agreed to a lockup period of
six months. However, your disclosure on page 72 indicates that the lockup period is only
for three months. Please revise to reconcile your disclosures.
Financial Statements, page F-1
28.We note that you were incorporated in 2020 and began acquiring hospitals in 2021 which
were accounted for as business acquisitions under ASC 805.  You acquired eight hospitals
during the year ended December 31, 2021 and the six month period ended June 30, 2022.
Prior to these acquisitions, you had no operations. In this regard, please address the
following:
•Given your lack of operations prior to these acquisitions, please tell us what
consideration you gave as to whether you had a predecessor, as defined in Rule 405
of Regulation C, and whether predecessor audited financial statements required by
Rule 8-04 of Regulation S-X should be provided; and
•Please tell us what consideration you gave to providing financial statements of
businesses acquired and for probable acquisitions (page 33) pursuant to Rule 8-04 of
Regulation S-X and corresponding pro forma financial information pursuant to
Article 11 of Regula