SEC Comment Letter 0000000000-23-009170 to INSPIRE VETERINARY PARTNERS, INC. (IVPR)
INSPIRE VETERINARY PARTNERS, INC.
Date: Aug. 22, 2023 · CIK: 0001939365 · Accession: 0000000000-23-009170
AI Filing Summary & Sentiment
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File numbers found in text: 333-271198
Letter
United States securities and exchange commission logo August 22, 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. 8 to Registration Statement on Form S-1 Filed August 17, 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 August 4, 2023 letter. Amendment No. 8 to Registration Statement on Form S-1 filed August 17, 2023 Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources Loan Payable, page 50 1.We note your disclosure regarding a financing arrangement for gross proceeds of $1,050,000 entered into on May 30, 2023. Please identify the unrelated third-party financial institution with which you entered into the arrangement, and clarify why you entered into this financing arrangement. Please also file the financing agreement as an exhibit to the Registration Statement or explain to us why you believe you are not required to do so. Please refer to Item 601(b)(10) of Regulation S-K.
FirstName LastNameKimball Carr Comapany NameInspire Veterinary Partners, Inc. August 22, 2023 Page 2 FirstName LastName Kimball Carr Inspire Veterinary Partners, Inc. August 22, 2023 Page 2 Note 8. Stockholders' Equity, page F-61 2.On June 30, 2023, you issued 442,458 shares of Series A Preferred Stock to the holders of the Bridge Notes in exchange for the full extinguishment of the Bridge Notes and correspondingly recorded a debt extinguishment loss. We note that the Exchange Agreements will be deemed rescinded and the former Bridge Notes will be deemed reinstated if you do not close this offering on or before September 1, 2023. In this regard, please tell us how you determined it was appropriate to treat this as a debt extinguishment pursuant to ASC 470-50. In regard to the Series A Preferred Stock, please address what consideration was given to the guidance in ASC 480-10-S99 in determining that these shares should be treated as permanent equity. You may contact Nudrat Salik at 202-551-3692 or Terence O'Brien at 202-551-3355 if you have questions regarding comments on the financial statements and related matters. Please contact Conlon Danberg at 202-551-4466 or Katherine Bagley at 202-551-2545 with any other questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc: Joe Laxague, Esq.
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United States securities and exchange commission logo
August 22, 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. 8 to Registration Statement on Form S-1
Filed August 17, 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 August 4, 2023 letter.
Amendment No. 8 to Registration Statement on Form S-1 filed August 17, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources
Loan Payable, page 50
1.We note your disclosure regarding a financing arrangement for gross proceeds
of $1,050,000 entered into on May 30, 2023. Please identify the unrelated third-party
financial institution with which you entered into the arrangement, and clarify why you
entered into this financing arrangement. Please also file the financing agreement as an
exhibit to the Registration Statement or explain to us why you believe you are not required
to do so. Please refer to Item 601(b)(10) of Regulation S-K.
FirstName LastNameKimball Carr
Comapany NameInspire Veterinary Partners, Inc.
August 22, 2023 Page 2
FirstName LastName
Kimball Carr
Inspire Veterinary Partners, Inc.
August 22, 2023
Page 2
Note 8. Stockholders' Equity, page F-61
2.On June 30, 2023, you issued 442,458 shares of Series A Preferred Stock to the holders of
the Bridge Notes in exchange for the full extinguishment of the Bridge Notes and
correspondingly recorded a debt extinguishment loss. We note that the Exchange
Agreements will be deemed rescinded and the former Bridge Notes will be deemed
reinstated if you do not close this offering on or before September 1, 2023. In this regard,
please tell us how you determined it was appropriate to treat this as a debt extinguishment
pursuant to ASC 470-50. In regard to the Series A Preferred Stock, please address what
consideration was given to the guidance in ASC 480-10-S99 in determining that these
shares should be treated as permanent equity.
You may contact Nudrat Salik at 202-551-3692 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related matters. Please
contact Conlon Danberg at 202-551-4466 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Joe Laxague, Esq.