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INSPIRE VETERINARY PARTNERS, INC.
Response Received
1 company response(s)
High - file number match
↓
INSPIRE VETERINARY PARTNERS, INC.
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2024-10-04
INSPIRE VETERINARY PARTNERS, INC.
Summary
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Company responded
2024-10-09
INSPIRE VETERINARY PARTNERS, INC.
Summary
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INSPIRE VETERINARY PARTNERS, INC.
Response Received
3 company response(s)
Medium - date proximity
SEC wrote to company
2024-05-20
INSPIRE VETERINARY PARTNERS, INC.
Summary
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Company responded
2024-06-26
INSPIRE VETERINARY PARTNERS, INC.
Summary
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Company responded
2024-06-27
INSPIRE VETERINARY PARTNERS, INC.
Summary
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Company responded
2024-07-01
INSPIRE VETERINARY PARTNERS, INC.
Summary
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INSPIRE VETERINARY PARTNERS, INC.
Response Received
3 company response(s)
High - file number match
SEC wrote to company
2024-02-02
INSPIRE VETERINARY PARTNERS, INC.
Summary
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Company responded
2024-02-08
INSPIRE VETERINARY PARTNERS, INC.
Summary
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Company responded
2024-02-08
INSPIRE VETERINARY PARTNERS, INC.
Summary
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Company responded
2024-02-09
INSPIRE VETERINARY PARTNERS, INC.
Summary
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INSPIRE VETERINARY PARTNERS, INC.
Awaiting Response
0 company response(s)
High
SEC wrote to company
2024-01-12
INSPIRE VETERINARY PARTNERS, INC.
Summary
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INSPIRE VETERINARY PARTNERS, INC.
Response Received
10 company response(s)
High - file number match
SEC wrote to company
2023-04-14
INSPIRE VETERINARY PARTNERS, INC.
Summary
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Company responded
2023-04-25
INSPIRE VETERINARY PARTNERS, INC.
References: April 14, 2023
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2023-05-23
INSPIRE VETERINARY PARTNERS, INC.
References: May 15, 2023
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Company responded
2023-06-16
INSPIRE VETERINARY PARTNERS, INC.
References: June 14, 2023
Summary
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Company responded
2023-07-14
INSPIRE VETERINARY PARTNERS, INC.
References: July 6, 2023
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2023-08-01
INSPIRE VETERINARY PARTNERS, INC.
References: April 25, 2023 | July 31, 2023
Summary
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Company responded
2023-08-02
INSPIRE VETERINARY PARTNERS, INC.
References: July 31, 2021 | July 31, 2023
Summary
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Company responded
2023-08-04
INSPIRE VETERINARY PARTNERS, INC.
References: August 4 2023
Summary
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Company responded
2023-08-09
INSPIRE VETERINARY PARTNERS, INC.
Summary
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Company responded
2023-08-23
INSPIRE VETERINARY PARTNERS, INC.
References: August 22, 2023
Summary
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Company responded
2023-08-25
INSPIRE VETERINARY PARTNERS, INC.
Summary
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INSPIRE VETERINARY PARTNERS, INC.
Response Received
1 company response(s)
Medium - date proximity
SEC wrote to company
2023-08-22
INSPIRE VETERINARY PARTNERS, INC.
Summary
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Company responded
2023-08-25
INSPIRE VETERINARY PARTNERS, INC.
Summary
Generating summary...
INSPIRE VETERINARY PARTNERS, INC.
Response Received
1 company response(s)
Medium - date proximity
SEC wrote to company
2023-08-04
INSPIRE VETERINARY PARTNERS, INC.
Summary
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Company responded
2023-08-09
INSPIRE VETERINARY PARTNERS, INC.
Summary
Generating summary...
INSPIRE VETERINARY PARTNERS, INC.
Awaiting Response
0 company response(s)
High
SEC wrote to company
2023-07-31
INSPIRE VETERINARY PARTNERS, INC.
References: April 25, 2023
Summary
Generating summary...
INSPIRE VETERINARY PARTNERS, INC.
Awaiting Response
0 company response(s)
High
SEC wrote to company
2023-07-06
INSPIRE VETERINARY PARTNERS, INC.
Summary
Generating summary...
INSPIRE VETERINARY PARTNERS, INC.
Awaiting Response
0 company response(s)
High
SEC wrote to company
2023-06-14
INSPIRE VETERINARY PARTNERS, INC.
Summary
Generating summary...
INSPIRE VETERINARY PARTNERS, INC.
Awaiting Response
0 company response(s)
High
SEC wrote to company
2023-05-16
INSPIRE VETERINARY PARTNERS, INC.
Summary
Generating summary...
INSPIRE VETERINARY PARTNERS, INC.
Awaiting Response
0 company response(s)
Medium
SEC wrote to company
2023-02-14
INSPIRE VETERINARY PARTNERS, INC.
References: November 21, 2022
Summary
Generating summary...
INSPIRE VETERINARY PARTNERS, INC.
Awaiting Response
0 company response(s)
Medium
SEC wrote to company
2023-01-23
INSPIRE VETERINARY PARTNERS, INC.
Summary
Generating summary...
INSPIRE VETERINARY PARTNERS, INC.
Awaiting Response
0 company response(s)
Medium
SEC wrote to company
2022-12-21
INSPIRE VETERINARY PARTNERS, INC.
Summary
Generating summary...
INSPIRE VETERINARY PARTNERS, INC.
Awaiting Response
0 company response(s)
Medium
SEC wrote to company
2022-11-22
INSPIRE VETERINARY PARTNERS, INC.
Summary
Generating summary...
Summary
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2025-09-25 | Company Response | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| 2025-09-25 | SEC Comment Letter | INSPIRE VETERINARY PARTNERS, INC. | NV | 333-290398 | Read Filing View |
| 2024-10-09 | Company Response | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| 2024-10-04 | SEC Comment Letter | INSPIRE VETERINARY PARTNERS, INC. | NV | 333-282355 | Read Filing View |
| 2024-07-01 | Company Response | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| 2024-06-27 | Company Response | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| 2024-06-26 | Company Response | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| 2024-05-20 | SEC Comment Letter | INSPIRE VETERINARY PARTNERS, INC. | NV | 377-07221 | Read Filing View |
| 2024-02-09 | Company Response | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| 2024-02-08 | Company Response | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| 2024-02-08 | Company Response | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| 2024-02-02 | SEC Comment Letter | INSPIRE VETERINARY PARTNERS, INC. | NV | 333-276790 | Read Filing View |
| 2024-01-12 | SEC Comment Letter | INSPIRE VETERINARY PARTNERS, INC. | NV | 333-276388 | Read Filing View |
| 2023-08-25 | Company Response | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| 2023-08-25 | Company Response | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| 2023-08-23 | Company Response | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| 2023-08-22 | SEC Comment Letter | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| 2023-08-09 | Company Response | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| 2023-08-09 | Company Response | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| 2023-08-04 | Company Response | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| 2023-08-04 | SEC Comment Letter | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| 2023-08-02 | Company Response | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| 2023-08-01 | Company Response | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| 2023-07-31 | SEC Comment Letter | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| 2023-07-14 | Company Response | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| 2023-07-06 | SEC Comment Letter | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| 2023-06-16 | Company Response | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| 2023-06-14 | SEC Comment Letter | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| 2023-05-23 | Company Response | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| 2023-05-16 | SEC Comment Letter | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| 2023-04-25 | Company Response | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| 2023-04-14 | SEC Comment Letter | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| 2023-02-14 | SEC Comment Letter | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| 2023-01-23 | SEC Comment Letter | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| 2022-12-21 | SEC Comment Letter | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| 2022-11-22 | SEC Comment Letter | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2025-09-25 | SEC Comment Letter | INSPIRE VETERINARY PARTNERS, INC. | NV | 333-290398 | Read Filing View |
| 2024-10-04 | SEC Comment Letter | INSPIRE VETERINARY PARTNERS, INC. | NV | 333-282355 | Read Filing View |
| 2024-05-20 | SEC Comment Letter | INSPIRE VETERINARY PARTNERS, INC. | NV | 377-07221 | Read Filing View |
| 2024-02-02 | SEC Comment Letter | INSPIRE VETERINARY PARTNERS, INC. | NV | 333-276790 | Read Filing View |
| 2024-01-12 | SEC Comment Letter | INSPIRE VETERINARY PARTNERS, INC. | NV | 333-276388 | Read Filing View |
| 2023-08-22 | SEC Comment Letter | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| 2023-08-04 | SEC Comment Letter | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| 2023-07-31 | SEC Comment Letter | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| 2023-07-06 | SEC Comment Letter | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| 2023-06-14 | SEC Comment Letter | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| 2023-05-16 | SEC Comment Letter | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| 2023-04-14 | SEC Comment Letter | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| 2023-02-14 | SEC Comment Letter | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| 2023-01-23 | SEC Comment Letter | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| 2022-12-21 | SEC Comment Letter | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| 2022-11-22 | SEC Comment Letter | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2025-09-25 | Company Response | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| 2024-10-09 | Company Response | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| 2024-07-01 | Company Response | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| 2024-06-27 | Company Response | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| 2024-06-26 | Company Response | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| 2024-02-09 | Company Response | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| 2024-02-08 | Company Response | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| 2024-02-08 | Company Response | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| 2023-08-25 | Company Response | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| 2023-08-25 | Company Response | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| 2023-08-23 | Company Response | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| 2023-08-09 | Company Response | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| 2023-08-09 | Company Response | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| 2023-08-04 | Company Response | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| 2023-08-02 | Company Response | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| 2023-08-01 | Company Response | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| 2023-07-14 | Company Response | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| 2023-06-16 | Company Response | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| 2023-05-23 | Company Response | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
| 2023-04-25 | Company Response | INSPIRE VETERINARY PARTNERS, INC. | NV | N/A | Read Filing View |
2025-09-25 - CORRESP - INSPIRE VETERINARY PARTNERS, INC.
CORRESP 1 filename1.htm 780 Lynnhaven Parkway Suite 400 Virginia Beach, Virginia 23452 September 25, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: Inspire Veterinary Partners, Inc. Registration Statement on Form S-1 filed on September 19, 2025 File No. 333-290398 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Inspire Veterinary Partners, Inc. hereby respectfully requests acceleration of the effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective as of 5:30 p.m. Eastern Time, on Friday, September 26, 2025, or as soon as practicable thereafter. Very truly yours, Inspire Veterinary Partners, Inc. By: /s/ Kimball Carr Kimball Carr Chief Executive Officer
2025-09-25 - UPLOAD - INSPIRE VETERINARY PARTNERS, INC. File: 333-290398
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> September 25, 2025 Kimball Carr Chief Executive Officer Inspire Veterinary Partners, Inc. 780 Lynnhaven Parkway Suite 400 Virginia Beach, Virginia 23452 Re: Inspire Veterinary Partners, Inc. Registration Statement on Form S-1 Filed September 19, 2025 File No. 333-290398 Dear Kimball Carr: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Jane Park at 202-551-7439 with any questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc: Sean Klein, Esq. </TEXT> </DOCUMENT>
2024-10-09 - CORRESP - INSPIRE VETERINARY PARTNERS, INC.
CORRESP
1
filename1.htm
780 Lynnhaven Parkway
Suite 400
Virginia Beach, Virginia 23452
October 9, 2024
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street N.E.
Washington, D.C. 20549
Re:
Inspire Veterinary Partners, Inc.
Registration Statement on Form S-3
File No. 333-282355
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, Inspire Veterinary Partners, Inc., hereby respectfully requests acceleration of the effectiveness
of the above-referenced Registration Statement so that such Registration Statement will become effective as of 9:00 a.m. Eastern Time,
on Friday, October 11, 2024, or as soon as practicable thereafter.
Very truly yours,
Inspire Veterinary Partners, Inc.
By:
/s/ Kimball Carr
Kimball Carr
Chief Executive Officer
2024-10-04 - UPLOAD - INSPIRE VETERINARY PARTNERS, INC. File: 333-282355
October 4, 2024
Kimball Carr
Chief Executive Officer
Inspire Veterinary Partners, Inc.
780 Lynnhaven Parkway
Suite 400
Virginia Beach, VA 23452
Re:Inspire Veterinary Partners, Inc.
Registration Statement on Form S-3
Filed September 27, 2024
File No. 333-282355
Dear Kimball Carr:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Benjamin Richie at 202-551-7857 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Cassi Olson
2024-07-01 - CORRESP - INSPIRE VETERINARY PARTNERS, INC.
CORRESP
1
filename1.htm
July 1, 2024
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street N.E.
Washington, D.C. 20549
Re: Inspire Veterinary Partners, Inc.
Withdrawal of Acceleration
Request - Registration Statement on Form S-1
File No. 333-280194
Ladies and Gentlemen:
Reference is made to our letter, filed as
correspondence via EDGAR on June 27, 2024 in which we requested the acceleration of the effective date of the above-referenced Registration
Statement for Monday, July 1, 2024 at 4:30 p.m. Eastern Time, in accordance with Rule 461 under the Securities Act of 1933, as amended.
We are no longer requesting that such Registration Statement be declared effective at this time and respectfully request to have the Registration
statement be declared effective on Tuesday, July 2, 2024 at 4:30 p.m. Eastern Time.
Inspire Veterinary Partners, Inc.
By:
/s/ Kimball Carr
Kimball Carr
Chief Executive Officer
2024-06-27 - CORRESP - INSPIRE VETERINARY PARTNERS, INC.
CORRESP
1
filename1.htm
June 27, 2024
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street N.E.
Washington, D.C. 20549
Re: Inspire Veterinary Partners, Inc.
Withdrawal of Acceleration
Request - Registration Statement on Form S-1
File No. 333-280194
Ladies and Gentlemen:
Reference is made to our letter, filed as
correspondence via EDGAR on June 26, 2024 in which we requested the acceleration of the effective date of the above-referenced Registration
Statement for Thursday, June 27, 2024 at 5:30 p.m. Eastern Time, in accordance with Rule 461 under the Securities Act of 1933, as amended.
We are no longer requesting that such Registration Statement be declared effective at this time and respectfully request to have the Registration
statement be declared effective on Monday, July 1, 2024 at 4:30 p.m. Eastern Time.
Inspire Veterinary Partners, Inc.
By:
/s/ Kimball Carr
Kimball Carr
Chief Executive Officer
2024-06-26 - CORRESP - INSPIRE VETERINARY PARTNERS, INC.
CORRESP
1
filename1.htm
VIA EDGAR
June 26, 2024
THE UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Division of Corporation Finance
Washington, D.C. 20549
Re:
Inspire Veterinary Partners, Inc.
Amended Registration Statement on Form S-1
File No. 333-280194
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Inspire Veterinary Partners, Inc. (the “Company”) hereby requests acceleration of the effective date
of its above-referenced Amended Registration Statement on Form S-1 to 5:30 p.m. Eastern Daylight Time on June 27, 2024, or as soon thereafter
as is practicable, or at such other time as the Company or its outside counsel, The Crone Law Group, PC, may request by telephone that
such Registration Statement be declared effective.
The Company acknowledges the following:
● Should the U.S. Securities and Exchange Commission (the “Commission”) or the staff, acting
pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;
● The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing
effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
● The Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.
Inspire Veterinary Partners, Inc.
By:
/s/ Kimball Carr
Kimball Carr
Chief Executive Officer
2024-05-20 - UPLOAD - INSPIRE VETERINARY PARTNERS, INC. File: 377-07221
United States securities and exchange commission logo
May 20, 2024
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 May 10, 2024
CIK No. 0001939365
Dear Kimball Carr:
This is to advise you that we do not intend to review your registration statement.
We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
Please contact Juan Grana at 202-551-6034 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Mark E. Crone, Esq.
2024-02-09 - CORRESP - INSPIRE VETERINARY PARTNERS, INC.
CORRESP
1
filename1.htm
February 9, 2024
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
Re:
Inspire Veterinary Partners, Inc. (the “Company”)
Amended Registration Statement on Form S-1
File
No. 333-276790
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act
of 1933, as amended, the undersigned respectfully requests that the effective date of the above-referenced Registration Statement be accelerated
so that the same will become effective at 5:00 P.M. Eastern Time on February 13, 2024, or as soon thereafter as is practicable.
The Company acknowledges the following:
●
Should the U.S. Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
●
The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
●
The Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Inspire Veterinary Partners, Inc.
By:
/s/ Kimball Carr
Kimball Carr
Chair, President and Chief Executive Officer
2024-02-08 - CORRESP - INSPIRE VETERINARY PARTNERS, INC.
CORRESP
1
filename1.htm
February 8, 2024
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re:
Inspire Veterinary Partners, Inc.
Registration Statement on Form S-1
File No. 333- 276388
Ladies and Gentlemen:
In accordance with Rule 461
under the Securities Act of 1933, as amended (the “Act”), Spartan Capital Securities, LLC, as representative of the several
underwriters, hereby joins Inspire Veterinary Partners Inc., (the “Company”) in requesting that the Securities and Exchange
Commission take appropriate action to cause the Registration Statement on Form S-1 (File No. 333- 276388) (the “Registration
Statement”) to become effective on February 8, 2024, at 5:00 p.m., Eastern Time, or as soon thereafter as practicable, or at such
other time as the Company or its outside counsel, The Crone Law Group, PC, request by telephone that such Registration Statement be declared
effective.
Pursuant to Rule 460 under
the Securities Act, we, as representative of the several underwriters, wish to advise you that there will be distributed to each underwriter
or dealer, who is reasonably anticipated to participate in the distribution of the securities, as many copies of the proposed form of
preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.
The undersigned advises that
it has complied and will continue to comply, and that it has been informed by the participating underwriters and dealers that they have
complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
Very truly yours,
SPARTAN CAPITAL SECURITIES, LLC.
By:
/s/ Kim Monchik
Name:
Kim Monchik
Title:
Chief Administrative Officer
2024-02-08 - CORRESP - INSPIRE VETERINARY PARTNERS, INC.
CORRESP
1
filename1.htm
February
8, 2024
VIA EDGAR
Securities
and Exchange Commission
Division
of Corporation Finance
100 F. Street,
N.E.
Washington,
D.C. 20549
Re: Inspire
Veterinary Partners, Inc. (the “Company”)
Amended
Registration Statement on Form S-1
File
No. 333- 276388
Ladies and
Gentlemen:
In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date
of the above-referenced Registration Statement be accelerated so that the same will become effective at 5:00 P.M. Eastern Time on February
8, 2024, or as soon thereafter as is practicable.
The Company
acknowledges the following:
● Should
the U.S. Securities and Exchange Commission (the “Commission”) or the staff,
acting pursuant to delegated authority, declare the filing effective, it does not foreclose
the Commission from taking any action with respect to the filing;
● The
action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the filing effective, does not relieve the Company from its full responsibility for the adequacy
and accuracy of the disclosure in the filing; and
● The
Company may not assert staff comments and the declaration of effectiveness as a defense in
any proceeding initiated by the Commission or any person under the federal securities laws
of the United States.
Inspire Veterinary Partners, Inc.
By:
/s/ Kimball Carr
Kimball Carr
Chair, President and Chief Executive Officer
2024-02-02 - UPLOAD - INSPIRE VETERINARY PARTNERS, INC. File: 333-276790
United States securities and exchange commission logo
February 2, 2024
Kimball Carr
Chief Executive Officer
Inspire Veterinary Partners, Inc.
780 Lynnhaven Parkway
Suite 400
Virginia Beach, Virginia 23452
Re:Inspire Veterinary Partners, Inc.
Registration Statement on Form S-1
Filed January 31, 2024
File No. 333-276790
Dear Kimball Carr:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Jane Park at 202-551-7439 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Mason Allen, Esq.
2024-01-12 - UPLOAD - INSPIRE VETERINARY PARTNERS, INC. File: 333-276388
United States securities and exchange commission logo
January 12, 2024
Kimball Carr
Chief Executive Officer
Inspire Veterinary Partners, Inc.
780 Lynnhaven Parkway
Suite 400
Virginia Beach, VA 23452
Re:Inspire Veterinary Partners, Inc.
Registration Statement on Form S-1
Filed January 4, 2024
File No. 333-276388
Dear Kimball Carr:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Juan Grana at 202-551-6034 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Mason L. Allen, Esq.
2023-08-25 - CORRESP - INSPIRE VETERINARY PARTNERS, INC.
CORRESP
1
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August 25, 2023
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: Inspire Veteniary Partners, Inc.
Registration
Statement on Form S-1
File
No. 333- 271198
Ladies and Gentlemen:
In
accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), Spartan Capital Securities, LLC,
as representative of the several underwriters, hereby joins Inspire Veteniary Partners Inc., (the “Company”) in requesting
that the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-
271198) (the “Registration Statement”) to become effective on August 28, 2023, at 5:00 p.m., Eastern Time, or as soon thereafter
as practicable, or at such other time as the Company or its outside counsel, The Crone Law Group, PC, request by telephone that such
Registration Statement be declared effective. In addition, the Company hereby withdraws its prior request for acceleration of the effective
date of the above-referenced Amended Registration Statement previously filed on the EDGAR system on August 9, 2023.
Pursuant
to Rule 460 under the Securities Act, we, as representative of the several underwriters, wish to advise you that there will be distributed
to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the securities, as many copies of
the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.
The
undersigned advises that it has complied and will continue to comply, and that it has been informed by the participating underwriters
and dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities
Exchange Act of 1934, as amended.
Very truly yours,
SPARTAN CAPITAL SECURITIES, LLC.
By:
/s/ Brian
Duddy
Name: Brian Duddy
Title: Director Capital Markets
2023-08-25 - CORRESP - INSPIRE VETERINARY PARTNERS, INC.
CORRESP
1
filename1.htm
VIA EDGAR
August 25, 2023
THE UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Division of Corporation Finance
Washington, D.C. 20549
Re:
Inspire Veterinary Partners, Inc.
Amended Registration Statement on Form S-1
File No. 333-271198
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933,
as amended, Inspire Veterinary Partners, Inc. (the “Company”) hereby requests acceleration of the effective date of its above-referenced
Amended Registration Statement on Form S-1 to 5:00 p.m. Eastern Daylight Time on August 28, 2023, or as soon thereafter as is practicable,
or at such other time as the Company or its outside counsel, The Crone Law Group, PC, may request by telephone that such Registration
Statement be declared effective. In addition, the Company hereby withdraws its prior request for acceleration of the effective date of
the above-referenced Amended Registration Statement previously filed on the EDGAR system on August 9, 2023.
The Company acknowledges the following:
· Should the U.S. Securities and Exchange Commission (the “Commission”) or the staff, acting
pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;
· The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing
effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
· The
Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United States.
Inspire Veterinary Partners, Inc.
By:
/s/ Kimball Carr
Kimball Carr
Chief Executive Officer
2023-08-23 - CORRESP - INSPIRE VETERINARY PARTNERS, INC.
CORRESP
1
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Joe Laxague
Partner
jlaxague@cronelawgroup.com
Mason Allen
Of Counsel
mallen@cronelawgroup.com
VIA EDGAR
August 23, 2023
THE UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Office of Industrial Applications and Services
Division of Corporation Finance
Washington, D.C. 20549
Attn: J. Conlon Danberg
Re:
Re: Inspire Veterinary Partners, Inc.
Amendment No. 8 to Registration Statement on Form S-1
Filed August 17, 2023
File No. 333-271198
Dear Mr. Danberg:
We write on behalf of Inspire
Veterinary Partners, Inc. (the “Company”) in response to comments by the United States Securities and Exchange Commission
(the “Commission”) in its letter dated August 22, 2023, commenting on the Company’s Amended Registration Statement on
Form S-1 filed August 17, 2023 (the “Registration Statement”). Titling and paragraph numbering of the comment below corresponds
to the titling and numbering used in the Commission’s comment 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.
Response: In response to this comment,
the Company has amended the Registration Statement at page 50 to identify the name of the financial institution and to discuss the business
reasons for entering into the financing arrangement. The current agreement has been filed as Exhibit 10.26 to the amended Registration
Statement.
United States Securities and Exchange Commission
Attn: J. Conlon Danberg
August 23, 2023
Page 2 of 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.
Response: In response to this comment,
the Company has amended the Registration Statement to restate the June 30, 2023 consolidated financial statements. Based on the Company’s
further examination of the accounting treatment for the issuance of Series A preferred stock in exchange for the extinguishment of the
Bridge Notes, the Company determined that the recission provision included in the Exchange Agreements does not legally extinguish the
bridge note liability from the Company, as the qualified financing is outside of the control of the Company.
Please feel free to contact
me should you require additional information at (775) 234-5221 or jlaxague@cronelawgroup.com.
THE CRONE LAW GROUP, P.C.
By:
/s/ Joe Laxague
Joe Laxague, Esq.
2023-08-22 - UPLOAD - INSPIRE VETERINARY PARTNERS, INC.
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.
2023-08-09 - CORRESP - INSPIRE VETERINARY PARTNERS, INC.
CORRESP
1
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August
9, 2023
VIA
EDGAR
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
100
F Street, N.E.
Washington,
D.C. 20549
Re:
Inspire
Veteniary Partners, Inc.
Registration
Statement on Form S-1
File
No. 333- 271198
Ladies
and Gentlemen:
In
accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), Spartan Capital Securities, LLC,
as representative of the several underwriters, hereby joins Inspire Veteniary Partners Inc., (the “Company”) in requesting
that the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-
271198) (the “Registration Statement”) to become effective on August 14, 2023, at 5:00 p.m., Eastern Time, or as soon thereafter
as practicable, or at such other time as the Company or its outside counsel, The Crone Law Group, PC, request by telephone that such
Registration Statement be declared effective.
Pursuant
to Rule 460 under the Securities Act, we, as representative of the several underwriters, wish to advise you that there will be distributed
to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the securities, as many copies of
the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.
The
undersigned advises that it has complied and will continue to comply, and that it has been informed by the participating underwriters
and dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities
Exchange Act of 1934, as amended.
Very
truly yours,
SPARTAN
CAPITAL SECURITIES, LLC.
By:
/s/ Brian Duddy
Name:
Brian
Duddy
Title:
Director
Capital Markets
2023-08-09 - CORRESP - INSPIRE VETERINARY PARTNERS, INC.
CORRESP
1
filename1.htm
VIA
EDGAR
August
9, 2023
THE
UNITED STATES SECURITIES
AND
EXCHANGE COMMISSION
Division
of Corporation Finance
Washington,
D.C. 20549
Re:
Inspire
Veterinary Partners, Inc.
Amended
Registration Statement on Form S-1
File
No. 333-271198
Ladies
and Gentlemen:
Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Inspire Veterinary Partners, Inc. (the “Company”) hereby requests
acceleration of the effective date of its above-referenced Amended Registration Statement on Form S-1 to 5:00 p.m. Eastern Daylight Time
on August 14, 2023, or as soon thereafter as is practicable, or at such other time as the Company or its outside counsel, The Crone Law
Group, PC, request by telephone that such Registration Statement be declared effective.
The
Company acknowledges the following:
●
Should the
U.S. Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare
the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
●
The action of the Commission
or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and
●
The Company may not assert
staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under
the federal securities laws of the United States.
Inspire
Veterinary Partners, Inc.
By:
/s/ Kimball
Carr
Kimball Carr
Chief Executive Officer
2023-08-04 - CORRESP - INSPIRE VETERINARY PARTNERS, INC.
CORRESP
1
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VIA EDGAR
August 4, 2023
THE UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Office of Industrial Applications and Services
Division of Corporation Finance
Washington, D.C. 20549
Attn: J. Conlon Danberg
Re:
Re: Inspire Veterinary Partners, Inc.
Amendment No. 5 to Registration Statement on Form S-1
Filed August 2, 2023
File No. 333-271198
Dear Mr. Danberg:
We write on behalf of Inspire Veterinary Partners,
Inc. (the “Company”) in response to comments by the United States Securities and Exchange Commission (the “Commission”)
in its letter dated August 4 2023, commenting on the Company’s Amended Registration Statement on Form S-1 filed August 2, 2023 (the
“Registration Statement”). Titling and paragraph numbering of the comment below corresponds to the titling and numbering used
in the Commission’s comment letter.
Amendment No. 5 to Registration Statement on Form
S-1
General
1. We note that your free writing
prospectus, filed July 27, 2023, includes a 2023-24 forecast of, among other things, target 2023 revenue and earnings. Please tell us
how this information is consistent with the requirements of Rule 433(c). We note that your prospectus does not appear to contain 2023
projections and the basis for your revenue and earnings projections is unclear absent compliance with Item 10(b) of Regulation S-K.
Response: In response to this comment, the
Company has amended the free writing prospectus to remove these projections. In addition, the amended free writing prospectus contains
the following language on page 2: “In addition, investors should note that certain prior financial projections made in the free-writing
prospectus filed by us with the SEC on July 27, 2023 have been withdrawn by us and should not be relied upon in making a decision to invest
in the Company and the Offering.” The Company has also amended the Registration Statement to include this language on page 27
under the heading “CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS.”
United States Securities and Exchange Commission
Attn: J. Conlon Danberg
August 4, 2023
Page 2 of 2
Please
feel free to contact me should you require additional information at (775) 234-5221 or jlaxague@cronelawgroup.com.
THE CRONE
LAW GROUP, P.C.
By:
/s/ Joe Laxague
Joe Laxague, Esq.
2023-08-04 - UPLOAD - INSPIRE VETERINARY PARTNERS, INC.
United States securities and exchange commission logo
August 4, 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. 5 to Registration Statement on Form S-1
Filed August 2, 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 July 31, 2023 letter.
Amendment No. 5 to Registration Statement on Form S-1
General
1.We note that your free writing prospectus, filed July 27, 2023, includes a 2023-24 forecast
of, among other things, target 2023 revenue and earnings. Please tell us how this
information is consistent with the requirements of Rule 433(c). We note that your
prospectus does not appear to contain 2023 projections and the basis for your revenue and
earnings projections is unclear absent compliance with Item 10(b) of Regulation S-K.
FirstName LastNameKimball Carr
Comapany NameInspire Veterinary Partners, Inc.
August 4, 2023 Page 2
FirstName LastName
Kimball Carr
Inspire Veterinary Partners, Inc.
August 4, 2023
Page 2
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.
2023-08-02 - CORRESP - INSPIRE VETERINARY PARTNERS, INC.
CORRESP
1
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VIA
EDGAR
August
2, 2023
THE
UNITED STATES SECURITIES
AND
EXCHANGE COMMISSION
Office
of Industrial Applications and Services
Division
of Corporation Finance
Washington,
D.C. 20549
Attn:
J. Conlon Danberg
Re:
Re:
Inspire Veterinary Partners, Inc.
Amendment
No. 4 to Registration Statement on Form S-1
Filed
July 17, 2023
File
No. 333-271198
Dear
Mr. Danberg:
We
write on behalf of Inspire Veterinary Partners, Inc. (the “Company”) in response to comments by the United States Securities
and Exchange Commission (the “Commission”) in its letter dated July 31, 2023, commenting on the Company’s Amended Registration
Statement on Form S-1 filed July 17, 2023 (the “Registration Statement”). This correspondence addresses Comments No. 1, 3,
4, and 5 in the Commission’s letter dated July 31, 2021. The Company’s response to Comment No. 2 in the staff’s letter
of July 31 has been addressed in previously-filed correspondence addressed to Nudrat Salik and Terrence O’Brien.
Titling
and paragraph numbering of the comment below corresponds to the titling and numbering used in the Commission’s comment letter.
Amendment
No. 4 to Form S-1
Risk
Factors
Our
board of directors may designate. . ., page 23
1.
We refer to your revised statement that you anticipate Mr. Keiser will own 48.5% of the voting power and an economic interest in approximately
34.7% of your outstanding common stock immediately following the closing of the offering. We also note your revised statement that Mr.
Keiser and certain other directors and affiliate will control a combined 39.3% of the voting power and an economic interest in approximately
28.9% of your outstanding common stock. Please revise, as this information does not appear to be consistent, and does not appear to be
consistent with the information in the beneficial ownership table.
United States Securities and Exchange Commission
Attn: J. Conlon Danberg
August 2, 2023
Page 2 of 3
Response:
In response to this comment, the Company has amended the figures in this risk factor to correct and update them and render them consistent
with disclosures in the beneficial ownership table.
Use
of Proceeds, page 32
3.
We note that you have filed a free writing prospectus on July 27, 2023 indicating that you have entered into letters of intent for three
new locations. Please revise to identify the businesses and the status of your negotiations with respect to these acquisitions. Refer
to Item 504 of Regulation S-K.
Response:
In response to this comment, the Company has amended the use of proceeds disclosure in the Registration Statement to identify the three
businesses under consideration and to indicate the current status of negotiations with these businesses. Specifically, the additional
disclosure explains that no binding agreements to acquire these or any other specific businesses have been executed. The Company has
begun preliminary due diligence activities with regard to these potential acquisitions and can provide no assurance that any or all of
such acquisitions will in fact occur.
Security
Ownership of Certain Beneficial Owners and Management, page 76
4.
We acknowledge your revised disclosures. Please also revise the narrative lead-in to the table to explain the number of shares outstanding
that you are using, with respect to each of the following scenarios: before the offerings, after the primary offering, and after the
secondary offering.
Response:
In response to this comment, the Company has amended this portion of the Registration Statement to include introductory information before
the beneficial ownership table which explains the number of shares used in the calculations for each of the columns in the table.
General
5.
We note that your amended and restated bylaws that you have filed includes an exclusive forum provision. Please revise your prospectus
to clearly and prominently describe this provision, including the forum for litigation. In addition, please add a risk factor to describe
the risks of such a provision, including that there may be increased costs for stockholders to bring a claim and that the provision can
discourage or limit investors' ability to bring a claim in a judicial forum that they find favorable. Please also disclose whether this
provision applies to actions arising under the Securities Act or Exchange Act. If this provision does not apply to actions arising under
the Securities Act or Exchange Act, please also ensure that the exclusive forum provision in the governing documents states this clearly,
or tell us how you will inform investors in future filings that the provision does not apply to any actions arising under the Securities
Act or Exchange Act.
Response:
In response to this comment, the Company has amended its bylaws to strike the exclusive forum provision. Amended bylaws for the Company
have been filed as new Exhibit 3.3 to the Registration Statement.
United States Securities and Exchange Commission
Attn: J. Conlon Danberg
August 2, 2023
Page 3 of 3
Please
feel free to contact me should you require additional information at (775) 234-5221 or jlaxague@cronelawgroup.com.
THE CRONE LAW GROUP, P.C.
By:
/s/ Joe Laxague
Joe Laxague, Esq.
2023-08-01 - CORRESP - INSPIRE VETERINARY PARTNERS, INC.
CORRESP
1
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VIA
EDGAR
August
1, 2023
THE
UNITED STATES SECURITIES
AND
EXCHANGE COMMISSION
Office
of Industrial Applications and Services
Division
of Corporation Finance
Washington,
D.C. 20549
Attn:
Nudrat Salik and Terrence O’Brien
Re:
Re:
Inspire Veterinary Partners, Inc.
Amendment
No. 4 to Registration Statement on Form S-1
Filed
July 17, 2023
File
No. 333-271198
Dear
Ms. Salik and Mr. O’Brien:
We
write on behalf of Inspire Veterinary Partners, Inc. (the “Company”) in response to comments by the United States Securities
and Exchange Commission (the “Commission”) in its letter dated July 31, 2023, commenting on the Company’s Amended Registration
Statement on Form S-1 filed July 17, 2023 (the “Registration Statement”). This correspondence is filed specifically to respond
to the Commission’s accounting staff with regard to Comment No. 2 in the staff’s letter of July 31. Additional correspondence
responding to the Commission’s other comments will be filed in the very near future.
Titling
and paragraph numbering of the comment below corresponds to the titling and numbering used in the Commission’s comment letter.
Amendment
No. 4 to Form S-1
Use
of Proceeds, page 32
2.
In your response to comment 7 in your letter dated April 25, 2023, you indicated that there were no current planned or probable acquisitions
of additional veterinary hospitals that required further consideration pursuant to Rule 8-04 of Regulation S-X. We note that the free
writing prospectus filed on July 27, 2023, indicates there are three new locations under LOI, which will bring in an additional $6 million
of annual revenue, which compares to your revenue for the year ended December 31, 2022 of $9.8 million. Please tell us what consideration
you gave to the requirements of Rule 8-04 of Regulation S-X with regard to these three new locations.
United
States Securities and Exchange Commission
Attn:
Nudrat Salik and Terrence O’Brien
August
1, 2023
Page
2 of 2
Response:
In response to this comment, the Company respectfully advises the Commission that the three new locations referenced in the free writing
prospectus of July 27, 2023 represent potential future acquisitions which are not, at this time, “probable” within the meaning
of Rule 3-05 of Regulation S-X. Rule 3-05(a)(1)(ii), as incorporated by reference in Rule 8-04, requires the filing of certain financial
statements for businesses to be acquired if “after the date of the most recent balance sheet filed pursuant to § 210.3-01,
consummation of a business acquisition has occurred or is probable.” (emphasis added). As explained in the Financial Reporting
Manual, under Topic 2, at Section 2005.4, “Assessment of ‘probability’ requires consideration of all
available facts. Acquisition is probable where the registrant's financial statements alone would not provide adequate financial
information to make an investment decision. [FRC 506.02(c)(ii)].”
In
this case, inclusion in the Registration Statement of financial statements for the potential acquisitions mentioned in the Company’s
free writing prospectus would not materially assist in the making of an informed investment decision and would create a risk of misleading
potential investors in the Company's offering. Generally, the Company uses LOI’s primarily for the purpose of beginning the due
diligence process on potential future acquisitions. Two of the three LOI’s referenced in the free writing prospectus we signed
on April 26, 2023 and one of them was signed on May 17, 2023. Per the Company’s usual practice, these LOI’s are not legally
binding and their primary purpose is to provide a framework for a due diligence investigation that will allow the Company to determine
if an acquisition is, in fact, advisable. The Company’s due diligence activities will include investigation and review of the potential
acquisition company’s key performance indicators, financial books and records, surveys, title and lien searches, management and
employment practices, and related matters. No binding agreement will be prepared or executed unless the Company’s management completes
its due diligence investigation, is satisfied by the results of that investigation, and determines that an acquisition is in the best
interests of the Company. Not all potential acquisition targets who execute an LOI with the Company will ultimately be acquired. In the
past, the Company has decided not to acquire businesses with whom it had an executed LOI, and there is no assurance that any of the three
LOI’s mentioned in the free writing prospectus will in fact result in an actual transaction.
In
addition, should management determine, after the successful completion of due diligence, that an acquisition of one or more the three
business currently under LOI is advisable, the Company’s ability to consummate these potential acquisitions will be dependent on
additional factors, including:
●
The availability
of financing, in the form of both bank lending and equity capital, to fund the purchase prices. The approval of acceptable bank lending,
as well as the availability of the funds to be raised in the Company’s initial public offering, neither of which is assured,
will be necessary in order for the Company to move forward with any potential acquisitions; and
●
The successful negotiation
of detailed and binding asset purchase agreements, with approval from both the Company’s board of directors and the owners
of the potential acquisition targets, will be required.
For
the reasons outlined above, the Company believes that three LOI’s mentioned in the free writing prospectus do not, at this time,
represent “probable” acquisitions within the meaning of Reg S-X. These potential transactions remain largely speculative
and inclusion of financial statements for these businesses would be neither necessary nor helpful in making an informed investment decision
regarding the Company and the offering.
Please
feel free to contact me should you require additional information at (775) 234-5221 or jlaxague@cronelawgroup.com.
THE CRONE
LAW GROUP, P.C.
By:
/s/
Joe Laxague
Joe Laxague, Esq.
2023-07-31 - UPLOAD - INSPIRE VETERINARY PARTNERS, INC.
United States securities and exchange commission logo
July 31, 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. 4 to Registration Statement on Form S-1
Filed July 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 July 6, 2023 letter.
Amendment No. 4 to Form S-1
Risk Factors
Our board of directors may designate. . ., page 23
1.We refer to your revised statement that you anticipate Mr. Keiser will own 48.5% of the
voting power and an economic interest in approximately 34.7% of your outstanding
common stock immediately following the closing of the offering. We also note your
revised statement that Mr. Keiser and certain other directors and affiliate will control a
combined 39.3% of the voting power and an economic interest in approximately 28.9% of
your outstanding common stock. Please revise, as this information does not appear to be
consistent, and does not appear to be consistent with the information in the beneficial
FirstName LastNameKimball Carr
Comapany NameInspire Veterinary Partners, Inc.
July 31, 2023 Page 2
FirstName LastName
Kimball Carr
Inspire Veterinary Partners, Inc.
July 31, 2023
Page 2
ownership table.
Use of Proceeds, page 32
2.In your response to comment 7 in your letter dated April 25, 2023, you indicated that there
were no current planned or probable acquisitions of additional veterinary hospitals that
required further consideration pursuant to Rule 8-04 of Regulation S-X. We note that the
free writing prospectus filed on July 27, 2023, indicates there are three new locations
under LOI, which will bring in an additional $6 million of annual revenue, which
compares to your revenue for the year ended December 31, 2022 of $9.8 million. Please
tell us what consideration you gave to the requirements of Rule 8-04 of Regulation S-X
with regard to these three new locations.
3.We note that you have filed a free writing prospectus on July 27, 2023 indicating that you
have entered into letters of intent for three new locations. Please revise to identify the
businesses and the status of your negotiations with respect to these acquisitions. Refer to
Item 504 of Regulation S-K.
Security Ownership of Certain Beneficial Owners and Management, page 76
4.We acknowledge your revised disclosures. Please also revise the narrative lead-in to the
table to explain the number of shares outstanding that you are using, with respect to each
of the following scenarios: before the offerings, after the primary offering, and after the
secondary offering.
General
5.We note that your amended and restated bylaws that you have filed includes an exclusive
forum provision. Please revise your prospectus to clearly and prominently describe this
provision, including the forum for litigation. In addition, please add a risk factor to
describe the risks of such a provision, including that there may be increased costs for
stockholders to bring a claim and that the provision can discourage or limit investors'
ability to bring a claim in a judicial forum that they find favorable. Please also disclose
whether this provision applies to actions arising under the Securities Act or Exchange
Act. If this provision does not apply to actions arising under the Securities Act or
Exchange Act, please also ensure that the exclusive forum provision in the governing
documents states this clearly, or tell us how you will inform investors in future filings that
the provision does not apply to any actions arising under the Securities Act or Exchange
Act.
FirstName LastNameKimball Carr
Comapany NameInspire Veterinary Partners, Inc.
July 31, 2023 Page 3
FirstName LastName
Kimball Carr
Inspire Veterinary Partners, Inc.
July 31, 2023
Page 3
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 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.
2023-07-14 - CORRESP - INSPIRE VETERINARY PARTNERS, INC.
CORRESP
1
filename1.htm
VIA EDGAR
July 14, 2023
THE UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Office of Industrial Applications and Services
Division of Corporation Finance
Washington, D.C. 20549
Attn: Jordan Nimitz and Dorrie Yale
Re:
Re: Inspire Veterinary Partners, Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed June 16, 2023
File No. 333-271198
Dear Mr. Nimitz and Ms. Yale:
We write on behalf of Inspire Veterinary Partners,
Inc. (the “Company”) in response to comments by the United States Securities and Exchange Commission (the “Commission”)
in its letter dated July 6, 2023, commenting on the Company’s Amended Registration Statement on Form S-1 filed June 16, 2023 (the
“Registration Statement”).
Titling and paragraph numbering of the comments
listed below corresponds to the titling and numbering used in the Commission’s comment letter.
Amendment No. 3 to Form S-1
Dilution, page 33
1.
It appears that certain amounts presented in your dilution section are inconsistent with one another. For example, the second paragraph
indicates that 630,682 shares of Class A common stock are potentially issuable upon the exercise of warrants outstanding as of the date
of this prospectus; however, the table below shows 680,682 Shares of Class A common stock that are potentially issuable upon exercise
warrants outstanding as of the date of this prospectus. In addition, the paragraph above the table indicates that the Company anticipates
that the aggregate number of shares of Class A common stock to be outstanding after this offering will be 5,782,203; however the table
below indicates a different number. Please revise your disclosures as necessary.
Response: In response to this comment,
the Company has amended the Registration Statement to update and correct all figures in the Dilution section as necessary.
United States Securities and Exchange Commission
Attn: Jordan Nimitz and Dorrie Yale
July 14, 2023
Page 2 of 2
Security Ownership of Certain Beneficial
Owners and Management, page 71
2.
We note your revisions in response to our prior comment 5 and reissue in part. Please explain your use of the same number of shares
outstanding for your calculation of beneficial ownership before the offering and after the offering. In this regard, we note your statement
that the table reflects 5.3 million shares of Class A common stock "issued and outstanding as of the date of this prospectus,"
when your other disclosures state that there are 970,457 shares of Class A common stock currently issued and outstanding.
Response: In response to this comment,
the Company has amended the Registration Statement to revise the presentation in this table. As amended, the table now shows the pre-offering
percentages of beneficial ownership of Class A Common Stock based upon the Company’s currently issued and outstanding 970,457 shares
of Class A Common Stock. The post-offering percentages of beneficial ownership of Class A Common Stock are now presented in two columns
– a “Not Diluted” column and a “Fully Diluted” column. The “Not Diluted” column reflects the
percentages of post-offering beneficial ownership based on 1,970,457 shares of Class A common stock (i.e., reflecting the 1,000,000 shares
of Class A common stock being offering in the underwritten offering, plus currently issued and outstanding 970,457 shares of Class A Common
Stock). The “Fully Diluted” column reflects the percentages of post-offering beneficial ownership based on an aggregate of
5,434,871 shares of Class A common stock potentially outstanding after the offering, consisting of: (i) 713,688 shares of Class A common
stock that are potentially issuable upon the exercise of warrants outstanding as of the date of the prospectus; (ii) 1,275,865 shares
of Class A common stock that are potentially issuable upon the conversion of existing convertible subordinated debentures of the Company
outstanding as of the date of the prospectus (iii) 1,474,861 shares of Class A common stock that are potentially issuable upon conversion
of 442,458 shares of newly-issued Series A Preferred Stock; (iv) 970,457 shares of Class A common stock outstanding as of the date of
the prospectus; and (v) the 1,000,000 shares of Class A common stock being offering in the underwritten offering.
Please
feel free to contact me should you require additional information at (775) 234-5221 or jlaxague@cronelawgroup.com.
THE CRONE
LAW GROUP, P.C.
By:
/s/ Joe Laxague
Joe Laxague, Esq.
2023-07-06 - UPLOAD - INSPIRE VETERINARY PARTNERS, INC.
United States securities and exchange commission logo
July 6, 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. 3 to Registration Statement on Form S-1
Filed June 16, 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 June 14, 2023 letter.
Amendment No. 3 to Form S-1
Dilution, page 33
1.It appears that certain amounts presented in your dilution section are inconsistent with one
another. For example, the second paragraph indicates that 630,682 shares of Class A
common stock are potentially issuable upon the exercise of warrants outstanding as of the
date of this prospectus; however, the table below shows 680,682 Shares of Class A
common stock that are potentially issuable upon exercise warrants outstanding as of the
date of this prospectus. In addition, the paragraph above the table indicates that the
Company anticipates that the aggregate number of shares of Class A common stock to be
outstanding after this offering will be 5,782,203; however the table below indicates a
FirstName LastNameKimball Carr
Comapany NameInspire Veterinary Partners, Inc.
July 6, 2023 Page 2
FirstName LastName
Kimball Carr
Inspire Veterinary Partners, Inc.
July 6, 2023
Page 2
different number. Please revise your disclosures as necessary.
Security Ownership of Certain Beneficial Owners and Management, page 71
2.We note your revisions in response to our prior comment 5 and reissue in part. Please
explain your use of the same number of shares outstanding for your calculation of
beneficial ownership before the offering and after the offering. In this regard, we note
your statement that the table reflects 5.3 million shares of Class A common stock "issued
and outstanding as of the date of this prospectus," when your other disclosures state that
there are 970,457 shares of Class A common stock currently issued and outstanding.
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 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.
2023-06-16 - CORRESP - INSPIRE VETERINARY PARTNERS, INC.
CORRESP
1
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Joe Laxague
Partner
jlaxague@cronelawgroup.com
Mason Allen
Of Counsel
mallen@cronelawgroup.com
VIA EDGAR
June 16, 2023
THE UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Attn:
Sean Healy
Dorrie Yale
Re:
Inspire Veterinary Partners, Inc.
Amendment No. 2 to Registration Statement on
Form S-1
Filed May 23, 2023
File No. 333-271198
Dear Ms. Nimitz and Ms. Yale:
We write on behalf of Inspire Veterinary Partners,
Inc. (the “Company”) in response to comments by the United States Securities and Exchange Commission (the “Commission”)
in its letter dated June 14, 2023, commenting on Amendment No. 2 to the Company’s Registration Statement on Form S-1 filed May 23,
2023 (the “Registration Statement”).
Titling and paragraph numbering of the comments
listed below corresponds to the titling and numbering used in the Commission’s comment letter.
Form S-1/A Filed May 23, 2023
The Offering, page 8
1.
We note your response to our prior comment 2. Please further revise your table on page 9 to clarify whether the 408,500 shares that are potentially issuable upon conversion of Class B common stock also is included in the 4,300,000 shares of Class B common stock referenced in footnote 4.
Response: In response
to this comment, the Company has amended the table on page 9 of the Registration Statement to clarify that the 408,500 shares that are
potentially issuable upon conversion of Class B common stock also is included in the 4,300,000 shares of Class B common stock initially
issued on December 20, 2020.
Dilution, page 33
2. We note that in your “Dilution” and “Capitalization” sections, you removed
the assumption of the full conversion of the 408,500 shares of Class A common stock that are potentially issuable upon conversion of Class
B common stock held by your affiliates, although these shares are included in the selling shareholder table. Please either revise to explain
this exclusion of those shares, or advise.
Response:
In response to this comment, the Company respectfully advises the Staff that, as of the date of this correspondence, the Company has
no knowledge of the likelihood of either of Messrs. Levy or Marten Jr. of intending or agreeing to convert their Class B common stock
into shares of Class A common stock, and further, the Company has no knowledge of the likelihood of either of Messrs. Levy or
Marten Jr. of intending or agreeing to sells such shares of Class A common stock. Neither of Messrs. Levy or Marten Jr. are directors,
officers, employees, or significant shareholders of the Company. Moreover, neither of Messrs. Levy or Marten Jr. are persons that directly,
or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Company. Consequently,
the Company does not believe that either of Messrs. Levy or Marten Jr. are “affiliates” as the term is defined pursuant to
Rule 405 under the Securities Act of 1933, as amended. Each of Messrs. Levy or Marten Jr., as holders of certain shares of the Company’s
Class B common stock, have a constituent right under the Company’s charter documents to convert such shares to Class A common stock,
and therefore they are being listed as potential selling shareholders in the ”Selling Stockholders” section of the prospectus.
Consequently, the Company believes the inclusion of the 408,500 shares of Class A common stock that are potentially issuable upon the
conversion of such shares of Class B common stock in either the “Dilution” or “Capitalization” sections would
be inappropriate.
Capitalization, page 34
3. The March 31, 2023 actual amounts are labeled as audited, which appears to be a typographical error. Please revise as necessary.
Response: In response
to this comment, the Company has amended the “Capitalization” table to remove the reference to March 31, 2023 financial information
as being audited.
Security Ownership of Certain Beneficial Owners
and Management, page 71
4. We note your revisions in response to our prior comment 5. Please explain your use of the same number
of shares outstanding for your calculation of beneficial ownership before the offering and after the offering. In this regard, we note
your statement that the table reflects 5.3 million shares of Class A common stock "issued and outstanding as of the date of this
prospectus," when your other disclosures state that there are 925,001 shares of Class A common stock currently issued and outstanding.
We also note that it continues to appear that your beneficial ownership table should include the shares in footnote 8, with reference
to Rule 13d-3(d) of the Securities Exchange Act of 1934. Please revise accordingly, or advise. Please also revise to reflect Star Circle's
remaining ownership of shares of Class B common stock, or advise, as your response indicates that it only distributed 333,250 shares of
the 2,150,000 shares that it had purchased and it appears from your response that Star Circle continues to hold shares of Class B common
stock, or otherwise revise to address the ownership of the remainder of those shares. Please add footnote disclosures to the extent necessary
to explain how shares are held if not held directly by the shareholder. Please also refer to Instructions 1 and 2 of Item 403 of Regulation
S-K for reference.
Response: In response
to this comment, the Company has amended the “Security Ownership of Certain Beneficial Owners and Management” table in the
Registration Statement to include the shares issuable to Target Capital 1 LLC upon the conversion of outstanding notes and exercise of
outstanding warrants. The Company further respectfully advises the Staff that, as of the date this correspondence, all 2,150,000 shares
of Class B common originally issued to Star Circle Advisory Group, LLC on December 20, 2020, have been distributed to Messrs. Carr, Coleman,
Lau, Marten, Levy and Marten Jr., and that no shares of Class B common are currently held by Star Circle Advisory Group, LLC.
If we are successful at obtaining quotation of or a listing for
our shares, the trading price of our
Class A common stock is likely . . . , page 23
5. We note recent instances of extreme stock price run-ups followed by rapid price declines and stock
price volatility seemingly unrelated to company performance following a number of recent initial public offerings, particularly among
companies with relatively smaller public floats. Please revise this risk factor to more specifically discuss any known factors particular
to your offering that could add to this risk of rapid and substantial price volatility, and discuss the risks to investors when investing
in stock where the price is changing rapidly. Please also clearly state that such volatility, including any stock-run up, may be unrelated
to your actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to
assess the rapidly changing value of your stock.
Response: In response
to this comment, the Company has amended the Registration Statement to add a risk factor to discuss known factors particular to the
offering that could add to the risk of rapid and substantial price volatility, and to discuss the risks to investors when investing in
stock where the price is changing rapidly.
Please feel free to contact
me should you require additional information at (775) 234-5221 or jlaxague@cronelawgroup.com.
THE CRONE LAW GROUP, P.C.
By:
/s/ Joe Laxague
Joe Laxague, Esq.
2023-06-14 - UPLOAD - INSPIRE VETERINARY PARTNERS, INC.
United States securities and exchange commission logo
June 14, 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. 2 to Registration Statement on Form S-1
Filed May 23, 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 May 15, 2023 letter.
Form S-1/A Filed May 23, 2023
The Offering, page 8
1.We note your response to our prior comment 2. Please further revise your table on page 9
to clarify whether the 408,500 shares that are potentially issuable upon conversion of
Class B common stock also is included in the 4,300,000 shares of Class B common stock
referenced in footnote 4.
FirstName LastNameKimball Carr
Comapany NameInspire Veterinary Partners, Inc.
June 14, 2023 Page 2
FirstName LastName
Kimball Carr
Inspire Veterinary Partners, Inc.
June 14, 2023
Page 2
Dilution, page 33
2.We note that in your "Dilution" and "Capitalization" sections, you removed the
assumption of the full conversion of the 408,500 shares of Class A common stock that are
potentially issuable upon conversion of Class B common stock held by your affiliates,
although these shares are included in the selling shareholder table. Please either revise to
explain this exclusion of those shares, or advise.
Capitalization, page 34
3.The March 31, 2023 actual amounts are labeled as audited, which appears to be a
typographical error. Please revise as necessary.
Security Ownership of Certain Beneficial Owners and Management, page 71
4.We note your revisions in response to our prior comment 5. Please explain your use of the
same number of shares outstanding for your calculation of beneficial ownership before the
offering and after the offering. In this regard, we note your statement that the table reflects
5.3 million shares of Class A common stock "issued and outstanding as of the date of this
prospectus," when your other disclosures state that there are 925,001 shares of Class A
common stock currently issued and outstanding. We also note that it continues to appear
that your beneficial ownership table should include the shares in footnote 8, with
reference to Rule 13d-3(d) of the Securities Exchange Act of 1934. Please revise
accordingly, or advise. Please also revise to reflect Star Circle's remaining ownership of
shares of Class B common stock, or advise, as your response indicates that it only
distributed 333,250 shares of the 2,150,000 shares that it had purchased and it appears
from your response that Star Circle continues to hold shares of Class B common stock, or
otherwise revise to address the ownership of the remainder of those shares. Please add
footnote disclosures to the extent necessary to explain how shares are held if not held
directly by the shareholder. Please also refer to Instructions 1 and 2 of Item 403 of
Regulation S-K for reference.
If we are successful at obtaining quotation of or a listing for our shares, the trading price of our
Class A common stock is likely . . . , page 2311
5.We note recent instances of extreme stock price run-ups followed by rapid price declines
and stock price volatility seemingly unrelated to company performance following a
number of recent initial public offerings, particularly among companies with relatively
smaller public floats. Please revise this risk factor to more specifically discuss any known
factors particular to your offering that could add to this risk of rapid and substantial price
volatility, and discuss the risks to investors when investing in stock where the price is
changing rapidly. Please also clearly state that such volatility, including any stock-run up,
may be unrelated to your actual or expected operating performance and financial
condition or prospects, making it difficult for prospective investors to assess the rapidly
changing value of your stock.
FirstName LastNameKimball Carr
Comapany NameInspire Veterinary Partners, Inc.
June 14, 2023 Page 3
FirstName LastName
Kimball Carr
Inspire Veterinary Partners, Inc.
June 14, 2023
Page 3
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.
2023-05-23 - CORRESP - INSPIRE VETERINARY PARTNERS, INC.
CORRESP
1
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Joe
Laxague
Partner
jlaxague@cronelawgroup.com
Mason
Allen
Of
Counsel
mallen@cronelawgroup.com
VIA
EDGAR
May
23, 2023
THE
UNITED STATES SECURITIES
AND
EXCHANGE COMMISSION
Washington,
D.C. 20549
Attn:
Sean
Healy
Dorrie
Yale
Re:
Inspire
Veterinary Partners, Inc.
Amendment
No. 1 to Registration Statement on Form S-1
Filed
April 25, 2023
File
No. 333-271198
Dear
Ms. Nimitz and Ms. Yale:
We
write on behalf of Inspire Veterinary Partners, Inc. (the “Company”) in response to comments by the United States Securities
and Exchange Commission (the “Commission”) in its letter dated May 15, 2023, commenting on Amendment No. 1 to the Company’s
Registration Statement on Form S-1 filed April 25, 2023 (the “Registration Statement”).
Titling
and paragraph numbering of the comments listed below corresponds to the titling and numbering used in the Commission’s comment
letter.
Prospectus
Summary, page 1
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.
Response:
In response to this comment, the Company has amended the Registration Statement to clarify that the Company’s outstanding indebtedness
is not automatically or mandatorily convertible, and to further disclose the number of debt holders who have provided written commitments
to convert their debt to equity in connection with the offering.
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 nonaffiliates
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.
Response:
In response to this comment, the Company respectfully advises the Staff that the 408,500 shares of Class A common stock that are issuable
upon conversion of shares of Class B common stock held by non-affiliates are included in the chart on page 9 of the prospectus and in
the selling stockholders table, represented by the names “Joshua Levy” and “Joshua Marten”. The Company has further amended the Registration
Statement to update the number of shares being registered in the secondary offering and made conforming changes under the caption “Prospectus
Summary” and throughout the Registration Statement.
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.
Response:
In response to this comment, the Company has amended the Registration Statement to update the indicated risk factor and to clarify that
shares of Class A common stock issuable upon conversion of Class B common stock held by Messers. Carr, Coleman, Keiser, Lau and Marten
are not being registered pursuant to the Registration Statement.
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.
Response:
In response to this comment, the Company has amended the Registration Statement to disclose that, as of the date of the prospectus, the
Company is in compliance with all covenants and commitments associated with its debt agreements, and that the Company is not aware
of any instances of breaches or non-compliance with its covenants and commitments under its debt agreements.
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.
Response:
In response to this comment, the Company has amended the Registration Statement to update all selling stockholder share amounts and
to include the shares of Class A common stock issuable to Mr. Carr in connection with an outstanding warrant. The Company
respectfully advises the Staff that Mr. Carr purchased 22,728 shares of Class A common stock in an initial equity round of
investment, and separately Mr. Carr received 333,250 shares of Class B common stock following a distribution of such shares from
Star Circle Advisory. The Company also respectfully advises the Staff that the shares of Class A common stock issuable to Target
Capital 1 LLC remain unexercised as of the date of this correspondence.
Exhibits
6. We
note that you have filed additional exhibits. Please revise your exhibit index to ensure
that it properly reflects your filed exhibits.
Response:
In response to this comment, the Company has amended the Registration Statement to confirm that the exhibit index it properly reflects
the Company’s filed exhibits.
Please
feel free to contact me should you require additional information at (775) 234-5221 or jlaxague@cronelawgroup.com.
THE
CRONE LAW GROUP, P.C.
By:
/s/
Joe Laxague
Joe Laxague, Esq.
2023-05-16 - UPLOAD - INSPIRE VETERINARY PARTNERS, INC.
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.
2023-04-25 - CORRESP - INSPIRE VETERINARY PARTNERS, INC.
CORRESP
1
filename1.htm
Joe Laxague
Partner
jlaxague@cronelawgroup.com
Mason Allen
Of Counsel
mallen@cronelawgroup.com
VIA EDGAR
April 25, 2023
THE UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Attn:
Sean Healy
Dorrie Yale
Re:
Inspire Veterinary Partners, Inc.
Registration Statement on Form S-1
Submitted April 7, 2023
CIK No.: 0001939365
Dear Mr. Healy and Ms. Yale:
We write on behalf of Inspire Veterinary Partners,
Inc. (the “Company”) in response to comments by the United States Securities and Exchange Commission (the “Commission”)
in its letter dated April 14, 2023, commenting on the Company’s Registration Statement on Form S-1 filed April 7, 2022 (the “Registration
Statement”).
Titling and paragraph numbering of the comments listed
below corresponds to the titling and numbering used in the Commission’s comment letter.
Prospectus Summary
Anticipated Growth through Acquisitions, page 4
1. We note the large increase in the amount of indebtedness that you hold. Please revise the last bullet
on this page to also discuss your amount of debt, including the amount that is not convertible into shares of your common stock, and the
amount that is due in 2023.
Response: In response to this comment,
the Company has amended the Registration Statement to revise the last bullet on page 4 to disclose the amount of the Company’s outstanding
indebtedness and the amount that is due in 2023.
The Offering, page 8
2. We refer to your disclosure in this section and elsewhere that the resale offering includes up to 2,648,656
shares of Class A common stock that are potentially issuable upon the conversion of existing convertible indebtedness of the Company outstanding
as of the prospectus date, and your response to prior comment 18 stating that all amounts due (including principal and accrued but unpaid
interest) under the subordinated convertible promissory notes issued in connection with the Company’s acquisitions mature and become
payable upon the consummation of the primary underwritten offering. Please explain why the table on page 9 does not contemplate the shares
issuable upon conversion of your convertible indebtedness. Please also revise to clarify whether the conversion of the convertible promissory
notes includes the conversion of the convertible debentures issued in your 2023 private placement financing that you reference in Item
15 as occurring between February 27 and March 10. We also note you state on page 8 that following the offering, there will be 5,299,795
shares of Class A common stock (or 5,449,795 shares if the underwriters exercise their option to purchase additional shares in full).
Please revise to explain the discrepancy between this amount and the amounts shown elsewhere, including on page 9.
Response: In response
to this comment, the Company has amended the Registration Statement to revise the table on page 8 to disclose the shares of Class A common
stock issuable upon conversion of the Company’s outstanding convertible indebtedness and made conforming changes throughout the
Registration Statement.
Risks Related to this Offering
and Ownership of our Common Shares
We are not currently traded
on an exchange or market.. . ., page 22
3. Please revise this risk factor, including in its heading, to discuss risks relating to liquidity, as
your primary offering is much smaller than your secondary offering, and the number of shares to be sold in the secondary offering is uncertain.
Response: In response
to this comment, the Company has amended the Registration Statement to revise the risk factor under the heading, “We are not currently
traded on an exchange or market…”
The sale or availability for
sale of substantial amounts of our Class A common stock . . ., page 24
4. We refer to your revised statement that you expect to have 9,599,795 shares of common stock outstanding
upon the consummation of the primary underwritten offering, including 5,299,795 shares of Class A common stock. Please reconcile this
amount with the information on page 9. Given the large number of shares to be offered in the resale offering, please also revise the 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.
Response: In response
to this comment, the Company has amended the Registration Statement to reconcile the share counts disclosed on page 24 with the share
counts indicated on page 9 of the Registration Statement.
Selling Stockholders, page
28
5. We note your response to our prior comment 4 and corresponding revisions. We also note you continue
to state on page 30 that certain selling shareholders are subject to a lock-up, including Dr. Keiser. Please revise to address the discrepancy
or otherwise clarify.
Response: In response
to this comment, the Company has amended the Registration Statement to remove Dr Keiser from the selling shareholder table and to remove
references to lock-ups in this section.
6. Please revise your footnote 10 to disclose the aggregate principal amount of the convertible notes.
Response: In response
to this comment, the Company has amended the Registration Statement to disclose the aggregate of $8,231,333 in convertible indebtedness
outstanding as of the date of the prospectus.
Use of Proceeds, page 32
7. We note that approximately $2.1 million of the $4.1 million net proceeds will be used for Veterinary
hospital acquisitions and hiring additional personnel. Please tell us whether there are any current planned acquisitions and your consideration
of whether they are probable. Refer to Article 8-04 of Regulation S-X.
Response: In response
to this comment, the Company respectfully advises the Staff that there are no current planned or probable acquisitions of additional veterinary
hospitals.
Dilution, page 33
8. Please provide us with the calculation of how you arrived at the $15.28 increase in net tangible book value per common share attributable
to the offering. Refer to Item 506 of Regulation S-K.
Response: In response
to this comment, the Company acknowledges the Staff’s comment and notes our calculation below for the $15.28 increase in net tangible
book value per common share attributable to the offering:
Pro Forma
Actual
As Adjusted
(unaudited)
Adjustments
(unaudited)
Total Assets
$ 20,185,695
$ 4,100,000 (a)
$ 24,285,695
Total Liabilities
25,321,176
(7,587,961 )(b)
17,733,215
Net Intangible Assets
10,344,127
-
10,344,127
Net Tangible Book Value
$ (15,479,608 )
$ 11,687,961
$ (3,791,647 )
Class A Common Shares
970,457
4,687,838 (c)
5,658,295
Tangible Book Value per Share
$ (15.95 )
$ (0.67 )
(a)
Assumed Offering Proceeds ($5 * 1,000,000 shares)
$ 5,000,000
Underwriting Discounts
(400,000 )
Estimated offering expenses
(500,000 )
$ 4,100,000
(b)
Bridge note, net of discount conversion into Class A Common Stock
$ (3,899,156 )
Convertible debentures conversion into Class A Common Stock
(3,688,805 )
$ (7,587,961 )
(c)
Class A Common Shares issued in offering
1,000,000
Class A Common Shares issuable upon exercise of warrants
630,682
Class A Common Shares issuable from conversion of Bridge Note and Convertible Debenture
2,648,656
Class A Common Shares issuable from conversion of Class B Common Shares
408,500
4,687,838
“Net Tangible Book Value” is total assets minus total liabilities
minus total intangible assets. “Net Tangible Book Value per Share” is Net Tangible Book Value divided by the total number
of shares of common stock outstanding. The increase in net tangible book value per common share is the difference between the $(15.95)
actual Tangible Book Value per Share and the Pro Forma As Adjusted Tangible Book Value per Share of $(0.67), which equals $15.28.
Summary of Results of Operations, page 39
9. We note your response to comment 6. Your disclosures refer to revenue per patient per day and average
patient charge; however, you present average daily service revenue and average daily product revenue. Please provide the following disclosures
for any metrics disclosed:
· How the metric is calculated, including any estimates or assumptions underlying the metric or its calculation;
· The reasons why the metric provides useful information to investors; and
· How management uses the metric.
Refer to SEC Release No. 33-10751.
Response: In response
to this comment, the Company has amended the Registration Statement to update the disclosure in under the heading “—Summary
Results of Operations” to provide additional information regarding the use of revenue per patient per day, average patient charge
and related metrics.
10. Given your substantial indebtedness, 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.
Response: In response
to this comment, the Company respectfully advises the Staff that the Company has not been in breach of, and remains in compliance with,
all applicable debt covenants of the Company.
Management and Board of Directors, page 60
11. We note your response to our prior comment 7 and reissue. It appears that the consents you have filed
as exhibits for your director nominees still state that their appointment as directors will take effect upon the effective date of the
registration statement. Please revise to reconcile the discrepancies, and if the director nominees will become directors on the effective
date of the registration statement, please clarify that you will file a pre-effective amendment that includes the signatures of a majority
of the board, as then in effect, or advise.
Response: In response
to this comment, the Company has amended the Registration Statement to clarify that the independent director nominees’ appointments
will take effect upon the listing of the Company on Nasdaq and will file updated director consents in a subsequent amendment.
Executive and Director Compensation,
page 66
12. We note your revisions in response to our prior comment 9. Please tell us whether Mr. Keiser, Dr. Keiser
and Ms. Kerwin are being compensated by Blue Heron Consulting and whether Messrs. Carr, Lau, Coleman and Marten are being compensated
by Star Circle Advisory for their services to your Company. In this regard, we note that Item 402(m)(1) requires disclosure of all compensation
awarded to, earned by, or paid to named executive officers and directors “by any person for all services rendered in all capacities
to the registrant and its subsidiaries,” and further states that “[a]ll such compensation shall be reported pursuant to this
Item, . . . including transactions between the smaller reporting company and a third party where a purpose of the transaction is to furnish
compensation to any such named executive officer or director.”
Response: In response
to this comment, the Company has amended the Registration Statement to update the executive compensation table to disclose compensation
received by the named directors through the third-party consulting agreements with Star Circle Advisory and Blue Heron Consulting.
Security Ownership of Certain Beneficial
Owners and Management, page 69
13. We note your revisions in response to our prior comment 11. We note that your table on page 69 discloses
that Wilderness holds 22,780 shares of Class A common stock and 2,150,000 shares of Class B common stock. Please revise your disclosure
on page 71, which appears to state that each of Wilderness and Star Circle purchased 2,150,000 shares of the Company's Class A common
stock, or advise. Please also revise your last sentence on page 69, as you state there were 5,299,795 shares of Class A common stock outstanding
as of December 31, 2022, which is inconsistent with your disclosures elsewhere.
Response: In response
to this comment, the Company has amended the Registration Statement to clarify that each of Wilderness and Star Circle purchased 2,150,000
shares of the Company’s Class B common stock (for an aggregate number of 4,300,000 shares) and made conforming changes to the outstanding
share count throughout the Registration Statement.
Item 15. Recent Sales of Unregistered
Securities, page II-2
14. Please disclose the exemption you relied upon in your 2023 Private Placement of Convertible Debentures.
We also note that your Form D filed April 4, 2023 discloses February 17, 2023 as the first date of sale for that offering. To the extent
that your Form D filed April 4, 2023 was intended to provide notice of your 2023 Private Placement of Convertible Debentures, please clarify
within your prospectus when the first date of sale occurred.
Response: In response
to this comment, the Company has amended the Registration Statement to disclose that the 2023 Convertible Debentures were issued in privately
negotiated transactions exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.
Please feel free to contact me
should you require additional information at (775) 234-5221 or jlaxague@cronelawgroup.com.
THE CRONE LAW GROUP, P.C.
By:
/s/ Joe Laxague
Joe Laxague, Esq.
2023-04-14 - UPLOAD - INSPIRE VETERINARY PARTNERS, INC.
United States securities and exchange commission logo
April 14, 2023
Kimball Carr
Chief Executive Officer
Inspire Veterinary Partners, Inc.
780 Lynnhaven Parkway
Suite 400
Virginia Beach, VA 23452
Re:Inspire Veterinary Partners, Inc.
Registration Statement on Form S-1
Filed April 7, 2023color:white;"_
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 February 14, 2023 letter.
Form S-1 Filed April 7, 2023
Prospectus Summary
Anticipated Growth through Acquisitions, page 4
1.We note the large increase in the amount of indebtedness that you hold. Please revise the
last bullet on this page to also discuss your amount of debt, including the amount that is
not convertible into shares of your common stock, and the amount that is due in 2023.
The Offering, page 8
2.We refer to your disclosure in this section and elsewhere that the resale offering includes
FirstName LastNameKimball Carr
Comapany NameInspire Veterinary Partners, Inc.
April 14, 2023 Page 2
FirstName LastNameKimball Carr
Inspire Veterinary Partners, Inc.
April 14, 2023
Page 2
up to 2,648,656 shares of Class A common stock that are potentially issuable upon the
conversion of existing convertible indebtedness of the Company outstanding as of
the prospectus date, and your response to prior comment 18 stating that all amounts due
(including principal and accrued but unpaid interest) under the subordinated convertible
promissory notes issued in connection with the Company’s acquisitions mature and
become payable upon the consummation of the primary underwritten offering. Please
explain why the table on page 9 does not contemplate the shares issuable upon conversion
of your convertible indebtedness. Please also revise to clarify whether the conversion of
the convertible promissory notes includes the conversion of the convertible debentures
issued in your 2023 private placement financing that you reference in Item 15 as occurring
between February 27 and March 10. We also note you state on page 8 that following the
offering, there will be 5,299,795 shares of Class A common stock (or 5,449,795 shares if
the underwriters exercise their option to purchase additional shares in full). Please revise
to explain the discrepancy between this amount and the amounts shown elsewhere,
including on page 9.
Risks Related to this Offering and Ownership of our Common Shares
We are not currently traded on an exchange or market.. . ., page 22
3.Please revise this risk factor, including in its heading, to discuss risks relating to liquidity,
as your primary offering is much smaller than your secondary offering, and the number of
shares to be sold in the secondary offering is uncertain.
The sale or availability for sale of substantial amounts of our Class A common stock . . ., page 24
4.We refer to your revised statement that you expect to have 9,599,795 shares of common
stock outstanding upon the consummation of the primary underwritten offering, including
5,299,795 shares of Class A common stock. Please reconcile this amount with the
information on page 9. Given the large number of shares to be offered in the resale
offering, please also revise the 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.
Selling Stockholders, page 28
5.We note your response to our prior comment 4 and corresponding revisions. We also note
you continue to state on page 30 that certain selling shareholders are subject to a lock-up,
including Dr. Keiser. Please revise to address the discrepancy or otherwise clarify.
6.Please revise your footnote 10 to disclose the aggregate principal amount of the
convertible notes.
Use of Proceeds, page 32
7.We note that approximately $2.1 million of the $4.1 million net proceeds will be used for
Veterinary hospital acquisitions and hiring additional personnel. Please tell us whether
FirstName LastNameKimball Carr
Comapany NameInspire Veterinary Partners, Inc.
April 14, 2023 Page 3
FirstName LastNameKimball Carr
Inspire Veterinary Partners, Inc.
April 14, 2023
Page 3
there are any current planned acquisitions and your consideration of whether they are
probable. Refer to Article 8-04 of Regulation S-X.
Dilution, page 33
8.Please provide us with the calculation of how you arrived at the $15.28 increase in net
tangible book value per common share attributable to the offering. Refer to Item 506 of
Regulation S-K.
Summary of Results of Operations, page 39
9.We note your response to comment 6. Your disclosures refer to revenue per patient per
day and average patient charge; however, you present average daily service revenue and
average daily product revenue. Please provide the following disclosures for any metrics
disclosed:
•How the metric is calculated, including any estimates or assumptions underlying
the metric or its calculation;
•The reasons why the metric provides useful information to investors; and
•How management uses the metric.
Refer to SEC Release No. 33-10751.
10.Given your substantial indebtedness, 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.
Management and Board of Directors, page 60
11.We note your response to our prior comment 7 and reissue. It appears that the consents
you have filed as exhibits for your director nominees still state that their appointment as
directors will take effect upon the effective date of the registration statement. Please revise
to reconcile the discrepancies, and if the director nominees will become directors on the
effective date of the registration statement, please clarify that you will file a pre-effective
amendment that includes the signatures of a majority of the board, as then in effect, or
advise.
Executive and Director Compensation, page 66
12.We note your revisions in response to our prior comment 9. Please tell us whether Mr.
Keiser, Dr. Keiser and Ms. Kerwin are being compensated by Blue Heron Consulting and
whether Messrs. Carr, Lau, Coleman and Marten are being compensated by Star Circle
Advisory for their services to your Company. In this regard, we note that Item 402(m)(1)
requires disclosure of all compensation awarded to, earned by, or paid to named executive
officers and directors “by any person for all services rendered in all capacities to the
registrant and its subsidiaries,” and further states that “[a]ll such compensation shall be
reported pursuant to this Item, . . . including transactions between the smaller reporting
company and a third party where a purpose of the transaction is to furnish compensation
FirstName LastNameKimball Carr
Comapany NameInspire Veterinary Partners, Inc.
April 14, 2023 Page 4
FirstName LastName
Kimball Carr
Inspire Veterinary Partners, Inc.
April 14, 2023
Page 4
to any such named executive officer or director.”
Security Ownership of Certain Beneficial Owners and Management, page 69
13.We note your revisions in response to our prior comment 11. We note that your table on
page 69 discloses that Wilderness holds 22,780 shares of Class A common stock
and 2,150,000 shares of Class B common stock. Please revise your disclosure on page 71,
which appears to state that each of Wilderness and Star Circle purchased 2,150,000 shares
of the Company's Class A common stock, or advise. Please also revise your last sentence
on page 69, as you state there were 5,299,795 shares of Class A common stock
outstanding as of December 31, 2022, which is inconsistent with your disclosures
elsewhere.
Item 15. Recent Sales of Unregistered Securities, page II-2
14.Please disclose the exemption you relied upon in your 2023 Private Placement of
Convertible Debentures. We also note that your Form D filed April 4, 2023
discloses February 17, 2023 as the first date of sale for that offering. To the extent that
your Form D filed April 4, 2023 was intended to provide notice of your 2023 Private
Placement of Convertible Debentures, please clarify within your prospectus when the first
date of sale occurred.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
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.
2023-02-14 - UPLOAD - INSPIRE VETERINARY PARTNERS, INC.
United States securities and exchange commission logo
February 14, 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. 3 to Draft Registration Statement on Form S-1
Submitted January 30, 2023
Amendment No. 4 to Draft Registration Statement on Form S-1
Submitted February 2, 2023
CIK No.: 0001939365
Dear Kimball Carr:
We have reviewed your amended 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. Unless we note otherwise, our references to prior comments are to comments in our
January 21, 2023 letter.
Draft Registration Statement on Form S-1 Filed on January 30, 2023 and February 2, 2023
Prospectus Summary, page 1
1.We refer to your revised disclosure that you also provide equine care as of December
2022. To the extent correct, please revise to balance such information by explaining that
only one location provides equine care, and that the other locations are small animal
practices.
FirstName LastNameKimball Carr
Comapany NameInspire Veterinary Partners, Inc.
February 14, 2023 Page 2
FirstName LastNameKimball Carr
Inspire Veterinary Partners, Inc.
February 14, 2023
Page 2
Risk Factors
The animal health industry is highly competitive, page 19
2.You state in this revised disclosure that you believe many of your competitors are
conducting R&D activities in areas served by your products and or services, and that you
also face competition from manufacturers of drugs globally, as well as producers of
nutritional health products and animal health service providers. Please expand your
discussion to further explain these risks. For example, explain which R&D activities your
competitors are conducting and how this may affect competition for your products and
services.
Selling Stockholders, page 28
3.We note your revisions in response to our prior comment 4 and your statement that the
disclosure in this section is based on 6,553,632 shares of Class A common stock and
4,300,000 shares of Class B common stock expected to be outstanding upon the
consummation of the primary offering, and assumes the conversion of all outstanding
convertible debt and the exercise of all outstanding warrants. However, your disclosures
elsewhere, including on pages 8 and 24, disclose that there will be 10,853,632 shares of
Class A common stock outstanding after the offering. Please revise to address the
discrepancy. In addition, for each selling shareholder, except with respect to owned
outstanding shares of Class A common stock, please revise each shareholder's
corresponding footnote to clearly disclose the anticipated number of shares of Class A
common stock to be owned (e.g., that the share amount in the table reflects a specified
number of shares of Class A common stock upon conversion of convertible promissory
notes). Also add a discussion explaining how you made such calculations, (e.g., assuming
a specified initial public offering price and a corresponding assumed conversion price). In
this regard, we note the statement in footnote 28 that only 878,790 shares of common
stock are outstanding. Ensure that the information presented in this section is as of a
recent date. Also explain why you have indicated that certain shareholders will hold a
certain percentage of shares after the offering, but you have not included the number of
shares owned in the "Total Shares" column.
4.We refer to the penultimate paragraph on page 30, and note that the disclosures in this
revised table and in the revised beneficial ownership table indicates that certain
shareholders subject to a lock-up, such as Messrs. Carr, Lau, and Marten, and Best Future
Investment, are expected to sell shares in the secondary offering. We note that you state
on page 31 that the offering by the selling stockholders will remain open for 180 days
following the date of the prospectus, and that these shareholders who are subject to a lock-
up are subject to such lock-up for the same duration and would need the underwriter's
prior written consent in order to sell. For each shareholder subject to the lock-up, please
include a footnote next to the amount and percentage to be owned by such shareholder to
disclose any consent that the underwriter has already provided.
FirstName LastNameKimball Carr
Comapany NameInspire Veterinary Partners, Inc.
February 14, 2023 Page 3
FirstName LastNameKimball Carr
Inspire Veterinary Partners, Inc.
February 14, 2023
Page 3
Summary of Results of Operations, page 40
5.We note your response to comment 11. Pursuant to Item 303(b)(2)(iii) of Regulation S-K,
please separately quantify the extent to which each material factor contributed to changes
in revenue. In this regard, we would expect quantification of the extent to which price
increases contributed to an increase in revenue separately from the extent to which volume
decreases resulted in a decrease in revenue.
6.In regards to your presentation of average daily service revenue and average daily product
revenue, please provide the following disclosures:
•How the metric is calculated, including any estimates or assumptions underlying
the metric or its calculation;
•The reasons why the metric provides useful information to investors; and
•How management uses the metric.
Refer to SEC Release No. 33-10751.
Management and Board of Directors, page 60
7.We note that you have listed director nominees, and that your footnote disclosure on page
60 states that such nominees are anticipated to become effective upon consummation of
the underwritten primary offering. However, we note that the consents you have filed as
exhibits for such director nominees state that their appointment as directors will take
effect upon the effective date of the registration statement. Please revise to reconcile the
discrepancies, and if the director nominees will become directors on the effective date of
the registration statement, please clarify that you will file a pre-effective amendment that
includes the signatures of a majority of the board, as then in effect, or advise.
8.We refer to your revised disclosure on page 65, and note that you state that there are three
female directors as of January 30, 2023. However, based on your disclosures elsewhere,
including your signature page and your disclosures of your management, this information
does not appear to be accurate. Please revise accordingly.
Executive and Director Compensation, page 67
9.We refer to your revised disclosures in response to prior comment 9. Please explain
why you have disclosed no compensation paid to Messrs. Keiser and Lau. Item 402(m) of
Regulation S-K provides that all compensation paid to named executive officers shall be
reported pursuant to the Item, even if also called for by another requirement, including
transactions between you and a third party where a purpose of the transaction is to furnish
compensation to any such named executive officer or director. In this regard, we note that
you have consulting agreements with Star Circle Advisory Group, owned and controlled
by your directors, including Mr. Lau, and Blue Heron Consulting, partially owned by Mr.
Stith Keiser.
10.We refer to your revised disclosure on page 70 that Mr. Carr was granted a cashless
warrant on September 1, 2022 by the board of directors in consideration of Mr. Carr's
FirstName LastNameKimball Carr
Comapany NameInspire Veterinary Partners, Inc.
February 14, 2023 Page 4
FirstName LastName
Kimball Carr
Inspire Veterinary Partners, Inc.
February 14, 2023
Page 4
personal guaranty of your loans. Please revise to include the grant of warrant in your
compensation table. Refer to Item 402(n).
Security Ownership of Certain Beneficial Owners and Management, page 69
11.We refer to your response to prior comment 3, which states that the share distributions
by Wilderness Trace has not yet occurred. Since such share distributions have not yet
occurred, please explain why the ownership of Wildnerness Trace is not reflected in this
table, or revise accordingly.
12.We note your revised disclosure that the table reflects beneficial ownership information as
of December 31, 2022, and that the voting power ownership information reflects a total of
10,853,632 shares of common stock outstanding, which includes both shares of Class A
and Class B common stock. However, your revised disclosure on page 8 indicates that
after the offering, there will be 10,853,632 shares of Class A common stock outstanding.
Please revise your disclosures here to clearly show information as of a recent date. Also
revise the table to disclose the ownership information after the consummation of the
primary offering and to explain the expected conversions.
Item 15. Recent Sales of Unregistered Securities, page II-2
13.We note your response to our prior comment 13 and that you made Form D filings on
January 27, 2023. It continues to appear that you have not filed a corresponding Form D
for certain of these offerings. For example, it does not appear that a Form D was filed for
the November 2022 Bridge Financing with Target and 622 Capital, LLC.
Financial Statements, page F-1
14.We are continuing to evaluate your waiver request and response to comment 10.
15.We note your response to comment 11 and that you intend to to file an amended S-1
which will include fiscal year 2022 audited consolidated financial statements. It is not
clear why you indicated that the inclusion of the 2022 audited financial statements will
result in the exclusion of any preacquisition audited financial statements of acquirees
pursuant to Rule 3-05 of Regulation S-X based on your application of SAB Topic 1.J. For
purposes of Rule 3-05 of Regulation S-X and correspondingly SAB Topic 1.J, we remind
you that you must evaluate business acquisitions that occurred during the most recent
fiscal year or subsequent interim period. Given that you had multiple acquisitions during
2022 including The Pony Express Veterinary Hospital in September 2022 and the
Williamsburg Animal Clinic in December 2022, as previously requested, please provide
us with your detailed application of the guidance of SAB Topic 1.J which led to your
determination that preacquisition audited financial statements would not be required for
your acquirees.
FirstName LastNameKimball Carr
Comapany NameInspire Veterinary Partners, Inc.
February 14, 2023 Page 5
FirstName LastName
Kimball Carr
Inspire Veterinary Partners, Inc.
February 14, 2023
Page 5
Note 7. Stockholders Equity, page F-23
16.We remind you of comment 34 of our letter dated November 21, 2022 and your response
dated December 7, 2022 in which you indicated that you will provide an explanation for
the determination of the fair value of the common stock underlying your equity issuances
and the reasons for the differences between recent valuations of your common stock and
the estimated offering price. Given that you have included an estimated offering price,
please provide us with this explanation.
Exhibits
17.We note your revisions in response to our prior comment 15 and reissue in part. We note
your disclosure in the exhibit index key that certain schedules and exhibits have
been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. To the extent you intend
to redact information from any exhibit pursuant to Item 601(b)(10)(iv) of Regulation S-K,
please revise the applicable footnote to state that certain information has been excluded
from relevant exhibits because it is both not material and the type of information that the
registrant treats as private or confidential. Additionally, please include a prominent
statement on the first page of each redacted exhibit that certain identified information has
been excluded from the exhibit because it is both not material and is the type that the
registrant treats as private or confidential, and to include brackets to indicate where the
information is omitted from the filed version of the exhibit.
18.We refer to your revised disclosures regarding the convertible promissory notes issued to
various individuals and entities as partial consideration for your acquisitions. To the extent
any such note will not convert automatically upon the completion of the primary offering,
please file such agreement or form of such agreement as an exhibit.
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.
2023-01-23 - UPLOAD - INSPIRE VETERINARY PARTNERS, INC.
United States securities and exchange commission logo
January 21, 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. 2 to Draft Registration Statement on Form S-1
Submitted January 5, 2023
CIK No.: 0001939365
Dear Kimball Carr:
We have reviewed your amended 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. Unless we note otherwise, our references to prior comments are to comments in our
December 21, 2022 letter.
Draft Registration Statement on Form S-1
Prospectus Summary
Summary of Risk Factors, page 6
1.We acknowledge your revised disclosures in response to prior comment 4. Please further
expand your third bullet to explain that neither Mr. Carr nor Mr. Keiser will be obligated
to devote any specific portion of their time exclusively to you, as you clarify later in your
prospectus.
FirstName LastNameKimball Carr
Comapany NameInspire Veterinary Partners, Inc.
January 21, 2023 Page 2
FirstName LastName
Kimball Carr
Inspire Veterinary Partners, Inc.
January 21, 2023
Page 2
The sale or availability for sale. . ., page 24
2.We acknowledge your revised disclosure in response to prior comment 7. However, your
revised disclosure refers to the controlling voting percentage to be 57.4%, but your
disclosures elsewhere in the prospectus indicate that the controlling ownership (after
taking into account class B shares) is 90.5%. Please revise to clarify. Similarly, please
revise the heading of your second risk factor on page 23 to explain that the voting control
held by your directors and officers and their affiliates to be 90.5%, or advise.
Selling Stockholders, page 28
3.We acknowledge your revised disclosures in response to prior comment 8. Please revise
to include a footnote identifying the individual with voting and investment power for
Ontario LTD. Please also revise to clarify footnotes 3 and 4 on page 31 regarding whether
the distributions by Star Circle Advisory and Wilderness Trace have already occurred and
the shares of Class B common stock are currently held directly by Messrs. Carr and
Keiser.
4.We note your response and revised disclosures in response to prior comment 9, including
your statement that the number of shares outstanding only contemplate shares outstanding
as of the date of the prospectus. However, as your revised disclosures now state that the
secondary offering is conditioned upon the successful completion of the primary
underwritten offering, please ensure that you state the number of shares that will be
outstanding after the primary offering. In addition, with reference to Item 507 of
Regulation S-K, for each selling stockholder, including Dragon Dynamic and Target
Capital, disclose the nature of any position, office, or other material relationship with
you or any of your predecessors or affiliates within the past three years.
5.We also note that you have not yet included the number of shares to be offered by many
of the listed selling stockholders. Please revise your disclosure to provide all the
information required by Item 507 of Regulation S-K, including the amount to be offered
for each selling stockholder. In addition, we note your statements on pages 28 and 32
indicating that the selling stockholders may include various transferees. Please note that
since you are not eligible to rely on Rule 430B of Regulation C, you must file a post-
effective amendment to add selling stockholders to the registration statement. Please
revise your disclosures as appropriate. For guidance, please refer to Rule 430B and
Regulation S-K CD&I 140.03.
Use of Proceeds, page 33
6.We note that your response to our prior comment 10 states that you have not entered into
any signed acquisition agreements or letters of intent with such forecasted acquisition
targets. We also note your disclosure that you have two additional locations under
contract. Please either reconcile your disclosure with your response, or, as previously
stated, identify the businesses to be acquired and provide a brief description of such
FirstName LastNameKimball Carr
Comapany NameInspire Veterinary Partners, Inc.
January 21, 2023 Page 3
FirstName LastNameKimball Carr
Inspire Veterinary Partners, Inc.
January 21, 2023
Page 3
businesses.
Summary of Results of Operations, page 40
7.We note your response to comment 11. It continues to remain unclear what additional
factors aside from acquisitions led to material changes from period to period in your
results from operations. For example, you disclose that service revenue increased
$3,837,424 for the nine months ended September 30, 2022 as compared to the nine
months ended September 30, 2021. You then note that the increase in service revenue
was driven primarily by acquisitions of animal hospitals and clinics completed during the
nine months ended September 2022 which contributed service revenue of $2,486,152 for
the nine months ended September 30, 2022. You note that the remaining increase of
$1,351,272 is for the acquisitions of animal hospitals and clinics completed during the
year ended 2021 and then also refer to a slight decrease in the daily volume of services as
well as price increases. Please quantify the extent to which other factors such as the
decrease in volume and price increases also contributed to material changes in revenues.
Refer to Item 303(b)(2)(iii) of Regulation S-K.
Our Business, page 52
8.We note your revised disclosures in response to prior comment 14. However, please
further revise your prospectus disclosures as appropriate to ensure that your description of
your business reflects your current business. For example, we note that you previously
disclosed that Pony Express is a mixed animal practice that also serves horses. However,
your disclosures elsewhere in your prospectus, including on pages 1, 6 and 37 have not
been updated to reflect your current business and do not adequately reflect your completed
acquisition of this practice. We also note that the Pony Express real estate is not
appropriately included in your discussion of your properties. Please also ensure that you
make other appropriate updates to the description of your business, as it currently exists,
including the number of employees.
Executive and Director Compensation, page 67
9.Please update your compensation disclosure for your recently completed fiscal year ended
December 31, 2022. For guidance, refer to Item 402 of Regulation S-K and Regulation S-
K C&DI 117.05.
Financial Statements, page F-1
10.We note your response to comment 19. We note that you determined that Kauai
Veterinary Clinic is the predecessor entity; however do not believe the inclusion of
audited predecessor financial statements in the Registration Statement would be
meaningful. Please submit a formal waiver request to the Division of Corporation
Finance’s Office of Chief Accountant.
See https://www.sec.gov/forms/corp_fin_noaction?#no-back.
FirstName LastNameKimball Carr
Comapany NameInspire Veterinary Partners, Inc.
January 21, 2023 Page 4
FirstName LastNameKimball Carr
Inspire Veterinary Partners, Inc.
January 21, 2023
Page 4
11.We note your response to comment 20. Your response indicates that you relied upon the
guidance in SAB Topic 1.J in determining that additional financial statements of
acquisitions did not need to be provided pursuant to Rule 8-04 of Regulation S-X as well
as corresponding pro forma financial information. Please provide us with your detailed
application of the guidance of SAB Topic 1.J which led to this determination. As outlined
in SAB Topic 1.J, there are specific conditions that must be met in order to omit pre-
acquisition audited financial statements of acquirees from a registration statement which
include the following:
•the combined significance of businesses acquired or to be acquired for which audited
financial statements cover a period of less than 9 months may not exceed 10%;
•the combined significance of businesses acquired or to be acquired for which audited
financial statements cover a period of less than 21 months may not exceed 20%; and
•the combined significance of businesses acquired or to be acquired for which audited
financial statements cover a period of less than 33 months may not exceed 40%.
We also remind you that these significance tests should be applied to pro forma financial
statements, prepared in a manner consistent with Article 11 of Regulation S-X with the
pro forma balance sheet being as of the date of your latest balance sheet included in the
registration statement and the pro forma statement of operations being for the most recent
fiscal year included in the registration statement.
12.We note your response to comment 21. You continue to present gross profit on page F-
18. Please revise as necessary.
Item 15. Recent Sales of Unregistered Securities, page II-2
13.You disclose that you relied on Regulation D under the Securities Act to issue
unregistered securities. Please advise why it appears that you did not file a Form D with
the Commission for any of these transactions.
14.We note your revised disclosures in response to prior comment 23 and re-issue.
Exhibits
15.We note your response to our prior comment 24. Please revise the below:
•We note that several of the linked exhibits do not actually match the associated titles
in the Exhibit Index. Please ensure that every linked exhibit in the Exhibit Index
actually matches the corresponding titles. For example, revise the titles
of Exhibits 10.4, 10.5, 10.6, 10.17 and 10.18 to specify the agreement and the
agreement exhibit that these exhibits represent;
•We also note that Exhibit B from Exhibit 10.1 Form of Note Purchase Agreement has
been omitted from the exhibit. Please revise to attach Exhibit B to Exhibit 10.1; and
•Please file Exhibit 10.8, Notice and Consent to Modification and Confirmation of
Guaranty by Guarantor, dated February 17, 2021, in a text searchable format. Please
refer to Section 5.2.3.6 of the EDGAR File Manual (Volume II) EDGAR Filing
(Version 60, December 2021) and Item 301 of Regulation S-T.
FirstName LastNameKimball Carr
Comapany NameInspire Veterinary Partners, Inc.
January 21, 2023 Page 5
FirstName LastName
Kimball Carr
Inspire Veterinary Partners, Inc.
January 21, 2023
Page 5
In addition, we note that you may redact private information such as bank account
numbers pursuant to Item 601(a)(6). However, if any information is redacted in
accordance with Item 601(b)(10)(iv), you must also follow all the procedures set forth in
such section.
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.
2022-12-21 - UPLOAD - INSPIRE VETERINARY PARTNERS, INC.
United States securities and exchange commission logo
December 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.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted December 8, 2022
CIK No.: 0001939365
Dear Kimball Carr:
We have reviewed your amended 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. Unless we note otherwise, our references to prior comments are to comments in our
November 21, 2022 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
Cover Page
1.We acknowledge your revised disclosures in response to prior comment 3. We note that
your revised disclosure at the top of the page refers to a certain number of shares, but that
your disclosure elsewhere notes that this is the maximum number of shares that may be
sold on resale. To the extent accurate, please revise your disclosure at the top to clearly
disclose that the selling stockholders may sell "up to" a specified number of shares. In
addition, you state here that the resale offering will not commence until after the closing
of the underwritten primary offering, but in your response, you state that the completion
FirstName LastNameKimball Carr
Comapany NameInspire Veterinary Partners, Inc.
December 21, 2022 Page 2
FirstName LastNameKimball Carr
Inspire Veterinary Partners, Inc.
December 21, 2022
Page 2
of the underwritten offering is not a condition to the registration and sale by the selling
stockholders of their shares. Please revise your prospectus disclosures, here and
elsewhere as appropriate, to clearly disclose that the secondary offering is not conditioned
upon the primary offering.
2.You state that the selling stockholders may offer shares from time to time at market prices
and at privately negotiated prices. However, as you state in your response letter that your
resale offering is not conditioned upon a successful completion of your primary offering
and there is currently no market for your shares, please revise here, and elsewhere in your
prospectus as appropriate, to state that the selling stockholders will offer and sell their
shares only at a fixed price until after your shares are listed on the Nasdaq Capital
Market, at which time they may be sold at prevailing market prices or in privately
negotiated transactions. We note your statement that the successful listing of your shares
on the Nasdaq Capital Market is a condition to the secondary offering.
Prospectus Summary, page 1
3.Please expand the last bullet on page 4 by also disclosing that as of September 30, 2022,
you had $174,868 in cash. Please balance the disclosures in the penultimate bullet on
page 5 by disclosing the positions with other companies that your CEO and COO hold,
which you discuss on pages 61-62.
Risk Factors
Risks Related to our Business, page 11
4.We refer to your revised disclosures on pages 61and 62 that your CEO also serves as
Managing Director of Star Circle Advisory, LLC and as president of Ocean 35 Inc., and
that your COO also serves as CEO of Blue Heron Consulting. Please add a risk factor to
discuss the risks arising from these arrangements, including potential conflicts of interest
and the limitations on their time. Also revise to clarify here and on pages 61-62 the
percentage of time Mr. Carr and Mr. Keiser are obligated to provide to you.
Because the Company is offering to sell shares of Class A common stock at an assumed public
offering price to be. . ., page 22
5.We acknowledge your revised disclosures and response to prior comment 3. However,
your disclosure also indicates that selling stockholders may offer their shares at market
prices or privately negotiated prices. Please expand your risk factor to also discuss these
circumstances that may occur after your shares have a market, and also refer to a fixed
price at which selling stockholders will offer their shares before there is a market for your
shares.
Our board of directors may authorize. . ., page 23
6.We acknowledge your revised disclosures in response to prior comment 8. Please revise
your heading of this risk factor to also highlight the significant percentage of voting
FirstName LastNameKimball Carr
Comapany NameInspire Veterinary Partners, Inc.
December 21, 2022 Page 3
FirstName LastNameKimball Carr
Inspire Veterinary Partners, Inc.
December 21, 2022
Page 3
control to be held by your directors, officers, and their affiliates. In addition, as you state
in your response letter that your secondary offering is not conditioned upon the successful
completion of your primary offering, please revise here, and elsewhere in your prospectus
as appropriate, to explain whether the lock-up agreements between your underwriter and
your directors, officers, and their affiliates will remain even in the event that the primary
offering is not successfully completed.
The sale or availability for sale of substantial amounts. . ., page 24
7.We acknowledge your revised disclosures in response to prior comment 9. However, as
previously noted, please expand the risk factor to discuss the effects of the secondary
offering. Also ensure that your disclosure regarding the number of shares outstanding is
consistent throughout, as we note discrepancies between your disclosure here and
elsewhere in your prospectus.
Selling Stockholders, page 28
8.We acknowledge your revised disclosures in response to prior comment 11. Please revise
footnote 3 to discuss the conversion rate of these shares. Also revise to disclose the
individuals with voting and investment power for selling stockholders that are not
individuals, including Dragon Dynamic and Target Capital.
9.We note that the number of shares to be offered exceeds the number of shares that you
state is outstanding. Please revise your disclosures to explain the discrepancy or advise.
For example, if certain of these shares are issuable upon convertible securities and not yet
outstanding, please revise your disclosures to clarify.
Use of Proceeds, page 33
10.We acknowledge your revised disclosures in response to prior comment 14. As previously
stated, if any material amounts of other funds are necessary to accomplish your specified
purposes, please state the amount of such other funds needed for each such specified
purpose and the sources thereof. Identify the businesses to be acquired and provide a brief
description of such businesses. Please file the agreements for the proposed acquisitions
you reference, or advise.
Summary of Results of Operations, page 40
11.We note your response to comment 16. Please address the following:
•Pursuant to Item 303(b)(2)(iii) of Regulation S-K, please address the remaining
material changes from period to period in revenues and quantify to the extent to
which such changes are attributable to changes in prices, changes in the volume or
amount of goods or services being sold, or to the introduction of new products or
services; and
•As previously requested, please also quantify the corresponding cost of sales for each
revenue source.
FirstName LastNameKimball Carr
Comapany NameInspire Veterinary Partners, Inc.
December 21, 2022 Page 4
FirstName LastNameKimball Carr
Inspire Veterinary Partners, Inc.
December 21, 2022
Page 4
Our Business, page 51
12.We acknowledge your revised disclosures in response to prior comment 18. Please
further expand your discussion of the national consultancy model to explain how your in-
house leadership and Blue Heron Consulting work together to provide medical and
operations expertise to various locations throughout the country. Revise to clarify
whether Texas and Indiana are the only locations with operating and management
agreements in place and explain what types of operations those agreements cover.
Government Regulation, page 56
13.We acknowledge your revised disclosure in response to prior comment 20. Please revise
to clarify that your disclosure includes a discussion of all existing or probable regulations
on your business, to the extent material, or revise accordingly.
Pending Acquisitions, page 57
14.We note your disclosure that the Pony Express is a pending acquisition. However, your
revised disclosures elsewhere indicate that you have now closed on this business. Please
revise your business disclosure to include a discussion of this business.
Management and Board of Directors, page 61
15.We acknowledge your revised disclosures in response to prior comment 21. Please revise
the description of Dr. Thomas-Mackey's business experience to ensure that the experience
for the past five years is included. Expand the description for Mr. Lau to disclose since
when he became the interim chief financial officer and to clarify whether he is expected to
remain in this position following the offering. For your directors and director nominees,
disclose the specific experience, qualifications, attributes or skills that led to the
conclusion that the person should serve as a director for you.
Security Ownership of Certain Beneficial Owners and Management, page 70
16.We note your disclosures that your director Charles Keiser controls Wilderness Trace.
Please explain why the ownership of your shares by such entity is not reflected in the
beneficial ownership of Mr. Keiser, or revise accordingly. Refer to Item 403 of
Regulation S-K.
Certain Relationships and Related Transactions, page 72
17.We acknowledge your revised disclosures in response to prior comment 24. With respect
to the agreement with Star Circle, please also disclose the approximate dollar value of the
amount of the related persons' interests in the transactions. With respect to the agreement
with Blue Heron, please revise to similarly disclose this information, and to also disclose
the approximate dollar value of the amount involved in the transaction. In addition, your
revised disclosures elsewhere reference loans with Messrs. Keiser. Please ensure that your
FirstName LastNameKimball Carr
Comapany NameInspire Veterinary Partners, Inc.
December 21, 2022 Page 5
FirstName LastNameKimball Carr
Inspire Veterinary Partners, Inc.
December 21, 2022
Page 5
disclosure in this section is updated.
Underwriting, page 77
18.We refer to our prior comment 11. As previously noted, your disclosures state that your
selling stockholders may offer securities through underwriters. Please revise to provide
the information set forth in Item 508 of Regulation S-K regarding such underwriter(s). In
this regard, we note that your cover page disclosure for the resale offering refers to the
underwriting compensation discussion in this section. If the resale offering is not an
underwritten offering, please revise your disclosures throughout your prospectus as
appropriate. In addition, as you state in your response letter that the secondary offering is
not conditioned upon a successful completion of your primary offering, in the event that
there is only a secondary offering, please revise to describe the various factors considered
in determining the fixed offering price in the secondary offering before a market is
developed.
Financial Statements, page F-1
19.We note your response to comment 28. We note that you determined Kauai Veterinary
Clinic is your predecessor. It is unclear how you determined that providing predecessor
financial information would not be meaningful and therefore determined that it was
appropriate to omit predecessor financial statements. Please further advise. Please also
address the following:
•Please provide us with summary financial information for Kauai Veterinary Clinic for
the year ended December 31, 2020 and the stub period January 1, 2021 to January 25,
2021. This should include revenues, operating income, income before taxes, earning
per share, net income, total assets and total liabilities;
•Please tell us whether the financial statements of this entity were audited. If so,
please tell us whether the auditor was registered with the PCAOB and whether the
audit was performed in accordance with PCAOB standards; and
•Please help us better understand the timing of your offering, including if you intend
to update your financial statements to include audited financial statements for the
year ended December 31, 2022.
20.In regards to acquisitions made aside from Kauai Veterinary Clinic, please address the
following:
•Please tell us your basis for using the September 30, 2022 balance sheet to measure
significance pursuant to Rule 3-05 of Regulation S-X. Please tell us the specific
guidance that led to your determination that this was the appropriate date to use;
•Based on the anticipated timing of your offering, please also address what
consideration you gave to the guidance in Question 2 of the Fixing America's Surface
Transportation (FAST) Act Compliance and Disclosure Interpretations;
•Please address your consideration of the guidance in SAB Topic 1(J); and
•As previously requested, please address what consideration you gave to providing pro
forma financial information pursuant to Article 11 of Regulation S-X.
FirstName LastNameKimball Carr
Comapany NameInspire Veterinary Partners, Inc.
December 21, 2022 Page 6
FirstName LastNameKimball Carr
Inspire Veterinary Partners, Inc.
December 21, 2022
Page 6
Consolidated Statements of Operations, page F-5
21.We note your response to comment 15. We note that your cost of goods sold and gross
profit measures exclude depreciation and amortization expense. The accommodation
in SAB Topic 11:B does not extend to the measure of gross profit, which should reflect all
costs of revenues in accordance with GAAP. If you wish to retain an incomplete measure
of gross profit in MD&A, you will need to select an alternate label for the measure and
provide a reconciliation from gross profit in accordance with GAAP to your non-GAAP
measure along with the additional information prescribed by Item 10(e) of Regulation S-
K. Also, please provide the disaggregated product and services revenue disclosures in
your December 31 financial statements as required by ASC 606-10-50-5 through 50-7.
Basic and Diluted Net Loss Per Share, page F-14
22.We note your response to comment 33. In light of the restatement, please address the
following:
•Please have your auditor revise its report to reference the restatement consistent with
paragraph 18e. of PCAOB Auditing Standard;
•Please clearly label the appropriate columns as restated; and
•Please provide the disclosures required by ASC 250-10-50-7 through 50-11 related to
the correction of an error for all periods restated.
Item 15. Recent Sales of Unregistered Securities, page II-2
23.We acknowledge your revised disclosures in response to prior comment 15 but re-issue.
Please revise to provide the information referenced by Item 15 of Form S-1 and
Regulation 701 of Regulation S-K for all securities sold by you since your incorporation
which were not registered under the Securities Act, including your securities issued in
exchange for property, services, or other securities, and new securities resulting from the
modification of outstanding securities.
Exhibits
24.We acknowledge your revised disclosures and response to prior comment 36. We note
that although your response refers to a revise
2022-11-22 - UPLOAD - INSPIRE VETERINARY PARTNERS, INC.
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