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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report: January 20, 2026

 

INSPIRE VETERINARY PARTNERS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   001-41792   85-4359258
(State or other jurisdiction   (Commission File Number)   (I.R.S. Employer
of incorporation)       Identification No.)

 

780 Lynnhaven Parkway, Suite 400
Virginia Beach, VA
  23452
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (757) 734-5464

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common stock, par value $0.0001   IVP   Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On January 14, 2026, Inspire Veterinary Partners, Inc. (the “Company”), entered into a Cancellation and Exchange Agreement, (the “Agreement”) with Target Capital 1 LLC ( “Target”). Pursuant to the Agreement, the Company and Target agreed to cancel $25,000 of the outstanding principal amount under that certain promissory note issued by the Company to Target on June 10, 2025, as amended (the “June Note”), in exchange for 2,500,000 shares of the Company’s Class A common stock, par value $0.0001 per share. The number of shares issued was determined by dividing the cancelled debt by $0.01 per share.

 

The exchange was effected in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”).

 

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is furnished as Exhibit 10.1 to this Report on Form 8-K.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

 

The offer of securities to Target pursuant to the Agreement is being conducted as a private placement pursuant to and in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, and/or Rule 506(b) of Regulation D promulgated thereunder for transactions not involving a public offering and the exchange of the June Note is being conducted in reliance on Section 3(a)(9) of the Securities Act.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description

 

10.1   Cancellation and Exchange Agreement, dated January 14, 2026, by and between Inspire Veterinary Partners, Inc. and Target Capital 1 LLC
   
104   Cover Page Interactive Data File, formatted in Inline XBRL

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: January 20, 2026 INSPIRE VETERINARY PARTNERS, INC.
   
  By: /s/ Kimball Carr
  Name:  Kimball Carr
  Title: President and Chief Executive Officer

 

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