SEC Comment Letter 0000000000-23-005185 to INSPIRE VETERINARY PARTNERS, INC. (IVPR)
INSPIRE VETERINARY PARTNERS, INC.
Date: May 16, 2023 · CIK: 0001939365 · Accession: 0000000000-23-005185
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File numbers found in text: 333-271198
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United States securities and exchange commission logo
May 15, 2023
Kimball Carr
Chief Executive Officer
Inspire Veterinary Partners, Inc.
780 Lynnhaven Parkway
Suite 400
Virginia Beach, VA 23452
Re:Inspire Veterinary Partners, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed April 25, 2023
File No. 333-271198
Dear Kimball Carr:
We have reviewed your amended 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 amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our April 14, 2023 letter.
Amendment No. 1 to Form S-1 filed April 25, 2023
Anticipated Growth through Acquisitions, page 4
1.We note your revisions in response to our prior comment 1, including your statement that
approximately $8.2 million of your outstanding indebtedness is convertible into shares of
Class A common stock. Please further revise to clarify if that entire amount is reflected in
the 2,648,656 shares reflected in the table on page 9, and whether the entire amount of that
indebtedness is automatically or mandatorily convertible in connection with the primary
offering, or otherwise expected to be converted in connection with the primary offering.
FirstName LastNameKimball Carr
Comapany NameInspire Veterinary Partners, Inc.
May 15, 2023 Page 2
FirstName LastName
Kimball Carr
Inspire Veterinary Partners, Inc.
May 15, 2023
Page 2
The Offering, page 8
2.We note your revisions in response to our prior comment 2 and reissue in part. There are
still several discrepancies in your prospectus. For example, the shares of class A common
stock that are potentially issuable upon conversion of Class B common stock held by non-
affiliates do not appear to be included in the total shares of Cass A common stock being
offered in this filing that are set forth in the table on page 9, despite the lead-in narrative
and the amounts disclosed elsewhere, such as in footnote 8 to the selling stockholder
table. Please also revise to address other discrepancies, such as the number of shares of
Class A common stock that are issued and outstanding, as we note three different amounts
stated throughout your prospectus as of the date of the prospectus, and the number of
shares of Class A common stock issuable upon exercise of your warrants.
The sale or availability for sale of substantial amounts of our Class A common stock could
adversely affect their market price, page 24
3.We acknowledge your revised disclosures in response to comment 4. As previously noted,
please also revise your risk factor to describe the risk to purchasers in your primary
offering that the large number of shares being offered in the resale transaction could
depress the market price of your common stock. In addition, we note your revised
disclosure on page 30, which indicates that you are not registering the Class A common
stock to be held by Messers. Carr, Coleman, Keiser, Lau and Marten, upon conversion of
their shares of Class B common stock. However, you continue to appear to state on page
24 that those shares are being registered by this prospectus. Please revise your disclosure
to address this discrepancy, and ensure that footnotes to the selling stockholder table are
appropriately updated, including footnote 5.
Liquidity and Capital Resources, page 42
4.As previously requested, please disclose on page 42 whether you are currently in
compliance with all of your debt covenants and also whether there have been any
instances of non-compliance during the periods presented and through the date of this
filing.
Security Ownership of Certain Beneficial Owners and Management, page 69
5.Please revise your selling stockholder table and beneficial ownership table to reflect
information as of a recent date. Please also revise to explain the exclusion of shares noted
in footnotes 3 and 8. Refer to Item 403 of Regulation S-K. In addition, we note your
disclosure in a prior amendment that Star Circle Advisory had distributed 333,250 shares
of Class B common stock to Mr. Carr. However, we note your revised disclosure on page
71 that Star Circle initially purchased 2,150,000 shares of Class B common stock. Please
revise the beneficial ownership table to reflect similar distributions to other individuals or
Star Circle's remaining ownership, or advise.
FirstName LastNameKimball Carr
Comapany NameInspire Veterinary Partners, Inc.
May 15, 2023 Page 3
FirstName LastName
Kimball Carr
Inspire Veterinary Partners, Inc.
May 15, 2023
Page 3
Exhibits
6.We note that you have filed additional exhibits. Please revise your exhibit index to ensure
that it properly reflects your filed exhibits.
You may contact Nudrat Salik at 202-551-3692 or Al Pavot at 202-551-3738 if you have
questions regarding comments on the financial statements and related matters. Please contact
Jordan Nimitz at 202-551-5831 or Dorrie Yale at 202-551-8776 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Joe Laxague, Esq.