Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 15, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Entity Information [Line Items] | ||
Entity Registrant Name | Inspire Veterinary Partners, Inc. | |
Entity Central Index Key | 0001939365 | |
Entity File Number | 333-271198 | |
Entity Tax Identification Number | 85-4359258 | |
Entity Incorporation, State or Country Code | NV | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | No | |
Entity Shell Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Contact Personnel [Line Items] | ||
Entity Address, Address Line One | 780 Lynnhaven Parkway | |
Entity Address, Address Line Two | Suite 400 | |
Entity Address, City or Town | Virginia Beach | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 23452 | |
Entity Phone Fax Numbers [Line Items] | ||
City Area Code | (757) | |
Local Phone Number | 734-5464 | |
Entity Listings [Line Items] | ||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | IVP | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 958,053 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 69,077 | $ 178,961 |
Accounts receivable, net | 341,488 | 28,573 |
Due from former owners | 32,519 | |
Inventory | 545,660 | 571,512 |
Refundable income tax | 151,796 | 151,796 |
Prepaid expenses and other current assets | 2,031,311 | 388,759 |
Total current assets | 3,139,332 | 1,352,120 |
Restricted cash - non-current | 200,000 | 200,000 |
Property and equipment, net | 7,966,721 | 7,949,144 |
Right-of-use assets | 1,562,367 | 1,616,198 |
Other intangibles, net | 2,305,014 | 2,513,028 |
Goodwill | 8,147,590 | 8,147,590 |
Other assets | 73,989 | 12,895 |
Total assets | 23,395,013 | 21,790,975 |
Current liabilities: | ||
Accounts payable | 3,521,759 | 3,206,594 |
Accrued expenses | 455,227 | 858,334 |
Cumulative Series A preferred stock dividends payable | 2,250 | 92,322 |
Operating lease liabilities | 133,113 | 141,691 |
Loan payable, net of discount | 2,338,067 | 1,713,831 |
Bridge note, net of discount | ||
Convertible note payable | 500,000 | |
Convertible debentures, net of issuance costs | 100,000 | |
Notes payable, net of discount | 1,501,562 | 1,469,043 |
Total current liabilities | 8,451,978 | 7,581,815 |
Operating lease liabilities, non-current | 1,482,514 | 1,514,044 |
Notes payable - noncurrent | 13,190,668 | 13,483,375 |
Total liabilities | 23,125,160 | 22,579,234 |
COMMITMENTS AND CONTINGENCIES (Note 12) | ||
STOCKHOLDER’S EQUITY (DEFICIT) | ||
Additional paid in capital | 25,118,701 | 20,426,562 |
Accumulated deficit | (24,849,319) | (21,215,257) |
Total stockholder’s equity (deficit) | 269,853 | (788,259) |
Total liabilities and stockholder’s equity (deficit) | 23,395,013 | 21,790,975 |
Class A Common Stock | ||
STOCKHOLDER’S EQUITY (DEFICIT) | ||
common stock value | 74 | 7 |
Class B Common Stock | ||
STOCKHOLDER’S EQUITY (DEFICIT) | ||
common stock value | 389 | 389 |
Convertible Series A Preferred Stock | ||
STOCKHOLDER’S EQUITY (DEFICIT) | ||
Convertible series A preferred stock, $0.0001 par value, 10,000 shares authorized, 811 and 4,036 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively. | $ 8 | $ 40 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Class A Common Stock | ||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000,000 | 1,000,000 |
Common stock, shares, outstanding | 742,563 | 70,421 |
Common stock, shares, issued | 742,563 | 70,421 |
Class B Common Stock | ||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares, outstanding | 3,891,500 | 3,891,500 |
Common stock, shares, issued | 3,891,500 | 3,891,500 |
Convertible Series A Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares outstanding | 81,142 | 403,640 |
Preferred stock, shares issued | 81,142 | 403,640 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Total revenue | $ 4,831,567 | $ 4,282,515 |
Operating expenses | ||
General and administrative expenses | 2,873,343 | 1,801,659 |
Debt extinguishment loss | 728,278 | |
Depreciation and amortization | 367,197 | 298,492 |
Total operating expenses | 7,694,072 | 5,287,454 |
Loss from operations | (2,862,505) | (1,004,939) |
Other income (expenses): | ||
Interest income | 2 | 1 |
Interest expense | (559,289) | (545,435) |
Other income | 11,424 | |
Total other expenses | (559,287) | (534,010) |
Loss before income taxes | (3,421,792) | (1,538,949) |
Benefit for income taxes | ||
Net loss | (3,421,792) | (1,538,949) |
Dividend on convertible series A preferred stock | (214,520) | |
Net loss attributable to class A and B common stockholders | (3,636,312) | (1,538,949) |
Service | ||
Total revenue | 3,545,599 | 3,072,885 |
Product | ||
Total revenue | 1,285,968 | 1,209,630 |
Cost of Service Revenue | ||
Operating expenses | ||
Cost of service revenue (exclusive of depreciation and amortization, shown separately below) | 2,709,147 | 2,307,903 |
Cost of Product Revenue | ||
Operating expenses | ||
Cost of service revenue (exclusive of depreciation and amortization, shown separately below) | $ 1,016,107 | $ 879,400 |
Class A and B Common Shares | ||
Net loss per Class A and B common shares: | ||
Basic (in Dollars per share) | $ (8.97) | $ (29.2) |
Weighted average shares outstanding per Class A and B common shares: | ||
Basic (in Shares) | 405,484 | 52,705 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Operations (Parentheticals) - Class A and B Common Shares - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Diluted | $ (8.97) | $ (29.20) |
Diluted | 405,484 | 52,705 |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Deficit - USD ($) | Preferred Stock Convertible Series A | Common Stock Class A | Common Stock Class B | Additional Paid-in Capital | Accumulated Deficit (As Restated) | Total |
Balance (in Shares) at Dec. 31, 2022 | 9,705 | 4,300,000 | ||||
Balance at Dec. 31, 2022 | $ 1 | $ 430 | $ 1,107,536 | $ (6,243,448) | $ (5,135,481) | |
Issuance of warrants to CEO | 2,701 | 2,701 | ||||
Net Loss | (1,538,949) | (1,538,949) | ||||
Balance at Mar. 31, 2023 | $ 1 | $ 430 | 1,110,663 | (7,782,397) | (6,671,729) | |
Balance (in Shares) at Mar. 31, 2023 | 9,705 | 4,300,000 | ||||
Balance (in Shares) at Dec. 31, 2023 | 403,640 | 70,421 | 38,915 | |||
Balance at Dec. 31, 2023 | $ 40 | $ 7 | $ 389 | 20,426,562 | (21,215,257) | (788,259) |
Issuance of class A common stock and pre-funded warrants, net of issuance costs (in Shares) | 28,599 | |||||
Issuance of class A common stock and pre-funded warrants, net of issuance costs | $ 3 | 3,375,455 | 3,375,458 | |||
Exercise of pre-funded warrants | $ 44 | (44) | ||||
Exercise of pre-funded warrants (in Shares) | 441,989 | |||||
Issuance of Class A common stock and pre-funded warrants in connection with commitment shares | $ 1 | 599,999 | 600,000 | |||
Issuance of Class A common stock and pre-funded warrants in connection with commitment shares (in Shares) | 12,143 | |||||
Issuance of convertible series A preferred stock | $ 2 | 200,000 | 200,000 | |||
Issuance of convertible series A preferred stock (in Shares) | 20,000 | |||||
Issuance of class A common stock for services | $ 4 | 286,692 | 286,696 | |||
Issuance of class A common stock for services (in Shares) | 39,051 | |||||
Issuance of class A common stock in connection with gernal release agreement | 20,000 | 20,000 | ||||
Issuance of class A common stock in connection with gernal release agreement (in Shares) | 2,460 | |||||
Conversion of convertible series A preferred stock into class A common stock | $ (36) | $ 15 | (15) | |||
Conversion of convertible series A preferred stock into class A common stock (in Shares) | (363,725) | 147,899 | ||||
Convertible series A preferred stock cumulative dividends | (2,250) | (2,250) | ||||
Convertible series A preferred stock dividend | $ 2 | 212,270 | (212,270) | |||
Convertible series A preferred stock dividend (in Shares) | 21,227 | |||||
Net Loss | (3,421,792) | (3,421,792) | ||||
Balance at Mar. 31, 2024 | $ 8 | $ 74 | $ 389 | $ 25,118,701 | $ (24,849,319) | $ 269,853 |
Balance (in Shares) at Mar. 31, 2024 | 81,142 | 742,563 | 3,891,500 |
Unaudited Condensed Consolida_6
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (3,421,792) | $ (1,538,949) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 347,382 | 298,492 |
Amortization of debt issuance costs | 15,825 | 70,212 |
Amortization of debt discount | 379,313 | 242,631 |
Amortization of operating right of use assets | 53,831 | 59,036 |
Issuance of warrants to CEO | 2,701 | |
Issuance of class A common stock for services | 286,696 | |
Loss on debt modification | 728,278 | |
Issuance of class A common stock in connection with general release agreement | 20,000 | |
Issuance of Class A common stock and pre-funded warrants in connection with commitment shares | 600,000 | |
Changes in operating assets and liabilities, net of effect of acquisitions: | ||
Accounts receivable | (312,915) | (70,553) |
Due from former owners | 32,519 | 37,425 |
Inventory | 25,852 | (18,459) |
Prepaid expenses and other current assets | (1,642,552) | 60,414 |
Other assets | (61,094) | (70,431) |
Accounts payable | 315,165 | 550,043 |
Accrued expenses | (403,107) | 118,450 |
Cumulative Series A preferred stock dividends payable | (92,322) | |
Operating lease liabilities | (40,108) | (50,467) |
Net cash used in operating activities | (3,169,029) | (309,455) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (156,945) | (14,002) |
Net cash used in investing activities | (156,945) | (14,002) |
Cash flows from financing activities: | ||
Proceeds from issuance of class A common stock and pre-funded warrants, net of issuance costs | 3,375,458 | |
Net proceeds from loan payable | 549,185 | |
Payments on loan payable | (1,032,540) | |
Proceeds from issuance of convertible series A preferred stock | 200,000 | |
Proceeds from convertible note payable | 500,000 | |
Repayment of note payable | (276,013) | (176,931) |
Proceeds from issuance of convertible debentures | 650,000 | |
Repayment of convertible debentures | (100,000) | |
Net cash provided by financing activities | 3,216,090 | 473,069 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (109,884) | 149,612 |
Cash, cash equivalents and restricted cash, beginning of period | 378,961 | 444,253 |
Cash, cash equivalents and restricted cash, end of period | 269,077 | 593,865 |
Supplemental Disclosure of Cash Flow Information | ||
Interest payments during the year | 1,316,378 | 239,430 |
Income taxes paid (refunded) | (188,952) | |
Noncash investing and financing activity | ||
Series A Preferred Stock Dividend Paid-in-Kind | $ 212,270 |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2024 | |
Description of Business [Abstract] | |
Description of Business | 1. Description of Business Business Description Inspire Veterinary Partners, Inc. (the “Company” or “Inspire”) is a C-corporation which incorporated in the state of Delaware on December 2, 2020. On June 29, 2022, the Company converted into a Nevada C-corporation (“Conversion”). The Conversion did not result in any change in the corporate name, business, management fiscal year, accounting, location of the principal executive officer, capitalization structure, or assets or liabilities of the Company. The Company owns and operates veterinary hospitals throughout the United States. The Company specializes in small animal general practice hospitals which serve all manner of companion pets, emphasizing canine and feline breeds. As the Company expands, additional modalities are becoming a part of the offerings at its hospital, including equine care. With 14 clinics located in 10 states as of the date of this filing, Inspire purchases existing hospitals which have the financial track record, marketplace advantages and future growth potential to make them worthy acquisition targets. Because the company leverages a leadership and support structure which is distributed throughout the United States, acquisitions are not centralized to one geographic area. The Company operates its business as one operating and one reportable segment. Services provided at owned hospitals include preventive care for companion animals consisting of annual health exams which include: parasite control; dental health; nutrition and body condition counseling; neurological examinations; radiology; bloodwork; skin and coat health and many breed specific preventive care services. Surgical offerings include all soft tissue procedures such as spays and neuters, mass removals, splenectomies and can also include gastropexies, orthopedic procedures and other types of surgical offerings based on a doctor’s training. In many locations additional means of care and alternative procedures are also offered such as acupuncture, chiropractic and various other health and wellness offerings. The Company is the managing member of IVP Practice Holdings Co., LLC (“Holdco”), a Delaware limited liability company, which is the managing member of IVP CO Holding, LLC (“CO Holdco”), a Delaware limited liability company, IVP FL Holding Co., LLC (“FL Holdco”), a Delaware limited liability company, IVP Texas Holding Company, LLC (“TX Holdco”), a Delaware limited liability company, KVC Holding Company, LLC (“KVC Holdco”), a Hawaii limited liability company, and IVP CA Holding Co., LLC (“CA Holdco”), a Delaware limited liability company, IVP MD Holding Company, LLC (“MD Holdco”), a Delaware limited liability company, IVP OH Holding (“OH Holdco”), Co, LLC, a Delaware limited liability company, IVP IN Holding Co., LLC (“IN Holdco”), a Delaware limited liability company, IVP MA Managing Co., LLC, a Delaware limited liability company (“MA Holdco”), and IVP PA Holding Company, LLC, a Delaware limited liability company (“PA Holdco”). The Company through Holdco, operates and controls all business and affairs of CO Holdco, FL Holdco, TX Holdco, KVC Holdco, CA Holdco, MD Holdco. Holdco, OH Holdco, IN Holdco, MA Holdco and PA Holdco is used to acquire hospitals in various states and jurisdictions. The Company is the managing member of IVP Real Estate Holding Co., LLC (“IVP RE”), a Delaware limited liability company, which is the managing member of IVP CO Properties, LLC (“CO RE”), a Delaware limited liability company, IVP FL Properties, LLC (“FL RE”), a Delaware limited liability company, IVP TX Properties, LLC (“TX RE”), a Delaware limited liability company, KVC Properties, LLC, (“KVC RE”), a Hawaii limited liability company, IVP CA Properties, LLC (“CA RE”), a Delaware limited liability company, IVP MD Properties, LLC (“MD RE”), a Delaware limited liability company, IVP OH Properties, LLC (“OH RE”), a Delaware limited liability company, IVP IN Properties, LLC (“IN RE”), a Delaware limited liability company, and IVP PA Properties, LLC (“PA RE”), a Delaware limited liability company. The Company through IVP RE operates and controls all business and affairs of CO RE, FL RE, TX RE, KVC RE, CA RE, MD RE, OH RE, IN RE and PA RE. IVP RE is used to acquire real property in various states and jurisdictions. Initial Public Offering On August 31, 2023, we closed our IPO of 16,000 shares of class A common stock, at a public price of $400.00 per share. The total net proceeds we received in the IPO were approximately $5.4 million after deducting underwriting discounts and commissions of $512,000 and offering expenses of $448,429. The Company’s class A common shares are traded on the Nasdaq Capital Market (“NASDAQ”) under the symbol IVP. |
Retrospective Adjustments
Retrospective Adjustments | 3 Months Ended |
Mar. 31, 2024 | |
Retrospective Adjustments [Abstract] | |
RETROSPECTIVE ADJUSTMENTS | 2. RETROSPECTIVE ADJUSTMENTS On May 8, 2024, the Company effected a 100-for-1 reverse stock split (“Reverse Split”) of the Company’s authorized and outstanding shares of Class A common stock. All information included in these financial statements have been adjusted, on a retrospective basis for all periods presented to reflect the Reverse Split, unless otherwise stated. |
Significant Accounting Policies
Significant Accounting Policies and Basis of Presentation | 3 Months Ended |
Mar. 31, 2024 | |
Significant Accounting Policies and Basis of Presentation [Abstract] | |
Significant Accounting Policies and Basis of Presentation | 3. Significant Accounting Policies and Basis of Presentation Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the year ended December 31, 2023, which are included with the Company’s Annual Report on Form 10-K and related amendments filed with the United States Securities Exchange Commission (“SEC”). Furthermore, the Company’s significant accounting policies are disclosed in the audited consolidated financial statements for the years ended December 31, 2023 and 2022, included in the Company’s Annual Report on Form 10-K filed with the SEC. Since the date of those audited consolidated financial statements, there have been no changes to the Company’s significant accounting policies, except as noted below. The accompanying unaudited interim condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification(“ASC”) and as amended by Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements for the periods presented reflect all adjustments, consisting of only normal recurring adjustments, necessary to fairly present the Company’s financial position, results of operations, and cash flows. The December 31, 2023, condensed consolidated balance sheet was derived from audited financial statements, but does not include all GAAP disclosures. The unaudited condensed consolidated financial statements for the interim periods are not necessarily indicative of results for the full year. On October 20, 2022, the Company amended and restated the articles of incorporation to change the designation of the Class A common stock and the Class B common stock, whereas the Class A common stock prior to the amendment had 25 votes per share is now designated Class B common stock and the Class B common stock prior the amendment had 1 vote per share is now designated Class A common stock. All information included in these unaudited condensed consolidated financial statements have been adjusted, on a retrospective basis to reflect the change in designation. Going Concern These financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred recurring losses and as of March 31, 2024, had an accumulated deficit of $24,849,319. For the three months ending March 31, 2024, the Company sustained a net loss of $3,421,792. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the date these financial statements were issued. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that may be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is contingent upon its ability to obtain additional financing and to generate revenue and cash flow to meet its obligations on a timely basis. The Company will continue to seek to raise additional funding through debt or equity financing during the next twelve months from the date of issuance of these financial statements. Management believes that actions presently being taken to obtain additional funding provide the opportunity for the Company to continue as a going concern. There is no guarantee the Company will be successful in achieving these objectives. Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of sales and expenses during the reporting period. Actual results could differ from those estimates. Accounts Receivable and Allowance for Expected Credit Losses Accounts receivable consist of amounts due from veterinary customers. The Company records an allowance for current expected credit losses for estimated losses inherent in its trade accounts receivable portfolio. In establishing the required allowance, management considers historical losses adjusted for current market conditions, the financial condition of the customer, the amount of receivables in dispute, and the current receivables aging and payment patterns. The Company does not have any off-balance sheet credit exposure related to its customers. The allowance for current expected credit losses was $123,513 as of March 31, 2024 and December 31, 2023. Basic and Diluted Net Loss Per Share Basic net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during each period. Diluted net loss per share of common shares includes the effect, if any, from the potential exercise or conversion of securities, such as convertible debt, share options and warrants, which would result in the issuance of incremental shares of common shares. For diluted net loss per share, the weighted-average number of common shares is the same for basic net loss per share due to the fact that when a net loss exists, dilutive securities are not included in the calculation as the impact is anti-dilutive. For all periods presented, basic and diluted net loss per share are the same, as any additional share equivalents would be anti-dilutive. As the Company has reported a net loss for all periods presented, diluted net loss per common share is the same as basic net loss per common share. The following outstanding potentially dilutive Common Shares equivalents were excluded from the computation of diluted net loss per share for the periods presented because including them would have been antidilutive: March 31, 2024 2023 Warrants 28,540 - Convertible Series A Preferred Shares 27,047 - Total 55,587 - Emerging Growth Company Status The Company is an Emerging Growth Company, as defined in Section 2(a) of the Securities Act of 1933, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these unaudited condensed consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2024 | |
Property and Equipment [Abstract] | |
Property and equipment | 4. Property and equipment As of March 31, 2024, and December 31, 2023, property and equipment, net, consisted of the following: March 31, December 31, 2024 2023 Land $ 1,983,810 $ 1,839,596 Computers and equipment 1,425,774 1,425,774 Furniture and fixtures 143,874 143,874 Automobile 101,269 101,269 Leasehold improvements 656,255 499,310 Buildings 4,607,874 4,607,874 8,918,856 8,761,911 Less - accumulated depreciation (952,135 ) (812,767 ) Property and Equipment, net $ 7,966,721 $ 7,949,144 Depreciation expense was $139,368 and $118,368 for the three months ended March 31, 2024 and 2023, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets [Abstract] | |
Goodwill and Intangible Assets | 5. Goodwill and Intangible Assets The following summarizes the Companies’ intangibles assets as of March 31, 2024 and December 31, 2023: March 31, December 31, 2024 2023 Client List $ 2,071,000 $ 2,071,000 Noncompete Agreement 398,300 398,300 Trademark 1,117,200 1,117,200 Other Intangible Assets 45,836 45,836 Accumulated amortization (1,327,322 ) (1,119,308 ) $ 2,305,014 $ 2,513,028 Amortization expense was $208,014 and $180,124 for the three months ended March 31, 2024 and December 31, 2023, respectively. Expected future amortization expense of intangible assets as of March 31, 2024, is as follows: Remainder of 2024 578,763 2025 664,166 2026 600,139 2027 379,382 2028 82,564 $ 2,305,014 |
Business Acquisitions
Business Acquisitions | 3 Months Ended |
Mar. 31, 2024 | |
Business Acquisitions [Abstract] | |
Business Acquisitions | 6. Business acquisitions Valley Veterinary Service On November 8, 2023, the Company acquired the animal hospital and related assets of Valley Veterinary Service, Inc., a Pennsylvania corporation (“Valley Vet Practice”) by entering into an Asset Purchase Agreement (“Valley Vet APA”) with Michelle Bartus, VMD and Peter Nelson, VMD (“Valley Vet”) in exchange for the payment of $800,000 in cash, issuance of restricted shares of the Company’s Class A common stock equal to the quotient obtained by dividing $400,000 by the official closing price of one share of Class A common stock as reported by the Nasdaq Capital Market on the trading date immediately prior to the closing and a holdback agreement for $200,000 in cash that may be paid out at the end of the two year period following the acquisition based on continued employment by the two former owners and revenue targets for year 1 and year 2 following the effective date of the acquisition, which is not included in the consideration transferred through the Company’s wholly owned subsidiary IVP PA Holding Company, LLC. Simultaneously, the real estate operations (land and building) utilized by the Valley Vet animal hospital were purchased through a Real Estate Purchase Agreement in exchange for $590,000 from Valley Vet through the Company’s wholly owned subsidiary, IVP PA Properties, LLC. The total consideration paid for the combined acquisitions from the Valley Vet animal hospital in the amount of $1,790,000 was accounted for as single business combinations, in accordance with ASC Topic 805. The Company will record the assets acquired and liabilities assumed at their respective fair values as of the acquisition date. Due to the timing of the acquisition, the Company’s purchase accounting related to the valuation of the inventory, fixed assets, intangible assets, goodwill and liabilities assumed is not yet complete and subject to revision. Consideration: Cash paid prior to the time of closing $ 1,390,000 Convertible Note Payable 400,000 Acquisition costs included in general and administrative 39,535 Recognized amounts of identifiable assets acquired Inventory 74,405 Building 445,786 Land 144,214 Furniture, fixtures & equipment 64,058 Trademark (5-year life) 264,500 Non-compete agreement (2-year life) 44,000 Client list (5-year life) 220,000 Total identifiable net assets assumed 1,256,963 Goodwill 533,037 Total $ 1,790,000 Pro-Forma Financial Information (Unaudited) The following unaudited pro forma information presents the consolidated results of Valley Vet Practice included in the Company’s consolidated statement of operations for the three months ended March 31, 2023, as if the acquisitions were made on January 1, 2023. The unaudited pro forma information is presented for illustrative purposes only. It is not necessarily indicative of the results of operations of future periods, or the results of operations that actually would have been realized had the entities been a single company during the periods presented or the results that the combined company will experience after the acquisition. The unaudited pro forma information does not give effect to the potential impact of current financial conditions, regulatory matters or any anticipated synergies, operating efficiencies or cost savings that may be associated with the acquisition. The unaudited pro forma information also does not include any integration costs or remaining future transaction costs that the companies may incur related to the acquisition as part of combining the operations of the companies. As a result of the adjustment, $4,954 of amortization expense for the acquired intangible assets was applied in calculating the Net Loss, for the three months ended March 31, 2023. The unaudited pro forma consolidated results of operations, assuming the acquisitions had occurred on January 1, 2023, are as follows: For the Revenue $ 4,723,308 Net Income (Loss) (1,488,111 ) |
Debt
Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt [Abstract] | |
Debt | 7. Debt Master Lending and Credit Facility On June 25, 2021, the Company entered into a master line of credit loan agreement (“MLOCA”) with Wealth South a division of Farmers National Bank of Danville, Kentucky (“FNBD”). The MLOCA provides for a $2,000,000 revolving secured credit facility (“Revolving Line”) to be drawn for the initial purchase of veterinary clinical practices (“Practices”) and a $8,000,000 closed end line of credit (“Closed End Line”) to be disbursed as individual loans (Term Loans) to paydown draws on the Revolving Line and to provide longer term financing of the purchase of Practices. Each draw on the Revolving Line shall be repaid with a Term Loan out of the Closed End Line within one hundred and twenty (120) days of the draw on the Revolving Line. Each draw on the Revolving Line and the Closed End Line shall not exceed eighty-five (85%) percent of the purchase price of the Practice. The Company shall contribute and maintain equity of a minimum of fifteen (15%) percent of the initial purchase price of a Practice as long as any draw on the Revolving Line or a Term Loan remains unpaid with FNBD. The Revolving Line has an interest rate equal to the New York Prime Rate plus 0.50% that shall never be less than 3.57%. Each Term Loan issued under the Closed End Line shall have a fixed interest rate of 3.98% for the first five years of the loan. Immediately following the fixed rate period, the rate of interest rate will equal to the New York Prime Rate plus 0.65% that shall never be less than 3.57%. Each Practice to be acquired must have a minimum projected debt-service coverage ratio (“DSCR”) of 1.0x, defined as earnings before interest depreciation and amortization (“EBIDA”)/Annual Debt Service Requirement. The MLOCA terminates and the Revolving Line matures on June 25, 2023. Under the MLOCA the Term Loans to acquire a Practice shall not exceed 10 years. The first twelve months of the Term Loan may be interest only. Thereafter, the Loan will convert to an amortizing loan with monthly principal and interest payments. For Practice only Term Loans (“Practice Term Loans”), after the initial twelve-month interest only period, the balance will amortize over 9 years. For Loans made to purchase real property (“RE Term Loans”), after the initial twelve-month interest only period, the balance will amortize over a 19-year period. There is no prepayment penalty on payments on the Revolving Line. The Term Loans are subject to a refinance fee of 2% of the then outstanding principal balance of the Term Loan if paid within two years of entering into the Term Loan and 1% of the then outstanding principal balance of the Term Loan if paid within three to five years of entering into the Term Loan. The refinance fee is due only if the Term Loan is paid off by refinancing. Borrowing under the MLOCA are guaranteed by Kimball Carr, CEO & President of the Company. On August 18, 2022 the MLOCA was amended and restated to terminate the revolving feature on the Revolving Line and convert the line of credit to a closed end draw note (“Closed End Draw Note”) that mature on August 18, 2024. Each draw on the Closed End Draw Note shall not exceed eighty-five (85%) percent of the purchase price of the Practice. The Company shall contribute and maintain equity of a minimum of fifteen (15%) percent of the initial purchase price of a Practice as long as any draw on the Closed End Draw Note or a Term Loan remains unpaid with FNBD. The interest rate charge on all sums advance under the amended and restated MLOCA shall be 5.25% for the first five years of the loan. Immediately following the fixed rate period, the rate of interest will be equal to the New York Prime Rate plus 0.65% that shall never be less than 4.75%. Each Practice to be acquired must have a minimum projected DSCR of 1.0x, defined as EBIDA/Annual Debt Service Requirement. The MLOCA terminates and the Closed End Draw Note matures on August 18, 2024. Notes payable to FNBD as of March 31, 2024 and December 31, 2023 consisted of the following: Original Acquisition Entered Maturity Interest March 31, December 31, Issuance $ 237,272 CAH 12/27/21 12/27/41 3.98 % $ 235,150 $ 237,272 $ 6,108 231,987 CAH 12/27/21 12/27/31 3.98 % 226,582 231,987 6,108 216,750 P&F 12/27/21 12/27/41 3.98 % 214,812 216,750 5,370 318,750 P&F 12/27/21 12/27/31 3.98 % 311,323 318,750 5,370 817,135 Pasco 1/14/22 1/14/32 3.98 % 804,374 817,135 3,085 478,098 Lytle 3/15/22 3/15/32 3.98 % 478,098 478,098 1,898 663,000 Lytle 3/15/22 3/15/42 3.98 % 663,000 663,000 11,875 425,000 Kern 3/22/22 3/22/42 3.98 % 425,000 425,000 7,855 1,275,000 Kern 3/22/22 3/22/32 3.98 % 1,275,000 1,275,000 4,688 246,500 Bartow 5/18/22 5/18/42 3.98 % 246,500 246,500 5,072 722,500 Bartow 5/18/22 5/18/32 3.98 % 722,500 722,500 2,754 382,500 Dietz 6/15/22 6/15/32 3.98 % 382,500 382,500 1,564 445,981 Aberdeen 7/19/22 7/29/32 3.98 % 445,981 445,981 1,786 1,020,000 All Breed 8/12/22 8/12/42 3.98 % 1,020,000 1,020,000 8,702 519,527 All Breed 8/12/22 8/12/32 3.98 % 519,527 519,527 3,159 225,923 All Breed 8/12/22 8/12/32 5.25 % 225,923 225,923 3,159 637,500 Williamsburg 12/8/22 12/8/32 5.25 % 637,500 637,500 2,556 850,000 Valley Vet 11/8/23 11/8/33 5.25 % 850,000 850,000 3,315 $ 9,713,423 $ 9,141,096 $ 9,309,286 $ 84,424 The Company amortized $1,543 and $2,082 of issuance cost in the aggregate during the three months ending March 31, 2024 and 2023, respectively, for the FNBD notes payable. FSB Commercial Loans On January 11, 2021, the Company entered into three separate commercial loans with First Southern National Bank (“FSB”) as part of the Kauai Veterinary Clinic, LLC acquisition. The first commercial loan in the amount of $1,105,000 has a fixed interest rate of 4.35% and a maturity date of January 15, 2024. The commercial loan was modified in January 2021 to extend the maturity date to February 25, 2041. The fixed rate loan has monthly payments of $6,903 and the interest rate remained at 4.35%. The commercial loan had issuance costs of $13,264 for the year ended December 31, 2021 that was capitalized and is being amortized straight line over the life of the loan. The Company amortized $165 and $163 of issuance cost during the three months ended March 31, 2024 and 2023, respectively. The second commercial loan with FSB entered into on January 11, 2021 in the amount of $1,278,400 has a fixed interest rate of 4.35% and a maturity date of September 1, 2024. The commercial loan was modified in January 2021 to extend the maturity date to January 25, 2031. The fixed rate loan has monthly payments of $13,157 and the interest rate remained at 4.35%. The commercial loan had issuance costs of $10,085 for the year ended December 31, 2021 that was capitalized and is being amortized straight line over the life of the loan. The Company amortized $253 and $251 of issuance cost during the three months ended March 31, 2024 and 2023, respectively. The third commercial loan with FSB entered into on January 11, 2021 in the amount of $450,000 has a fixed interest rate of 5.05% and a maturity date of September 11, 2021. The commercial loan was modified on August 25, 2021 to extend the maturity date to February 25, 2023 and increase the principal amount to $469,914. The fixed rate loan has monthly payments of $27,164 and the interest rate remained at 5.05%. The commercial loan had issuance costs of $753 for the year ended December 31, 2021 that was capitalized and is being amortized straight line over the life of the loan. The Company amortized $0 and $58 of issuance cost during the three months ended March 31, 2024 and 2023, respectively. On October 31, 2022 the company entered into three separate commercial loans with FSB as part of the Pony Express Practice acquisition. The first loan with FSB that was entered into on October 31, 2022, was in the amount of $2,086,921. The loan has a fixed interest rate of 5.97% and a maturity date of October 31, 2025. The fixed rate loan has monthly payments of $23,138 except for a final monthly payment of $1,608,530. The commercial loan had issuance costs of $25,575 for the year ended December 31, 2022, that was capitalized and is being amortized straight line over the life of the loan. The Company amortized $2,123 and $2,100 of issuance cost during the three months ended March 31, 2024 and 2023, respectively. The second loan with FSB that was entered into on October 31, 2022, was in the amount of $400,000. The loan has a fixed interest rate of 5.97% and a maturity date of October 31, 2042. The fixed rate loan has monthly payments of $2,859. The commercial loan had issuance costs of $3,277 for the year ended December 31, 2022, that was capitalized and is being amortized straight line over the life of the loan. The Company amortized $41 and $40 of issuance cost during the three months ended March 31, 2024 and 2023, respectively. The third loan with FSB that was entered into on October 31, 2022, was in the amount of $700,000. The loan has a fixed interest rate of 6.75% and a maturity date of April 1, 2023. The fixed rate loan has monthly payments of $6,903 except for a final monthly payment of $423,278. The commercial loan did not have any issuance costs that were capitalized. On December 16, 2022, the company entered into two separate commercial loans with FSB as part of the Old 41 Practice acquisition. The first loan with FSB that was entered into on December 16, 2022, was in the amount of $568,000. The loan has a fixed interest rate of 6.50% and a maturity date of December 16, 2025. The fixed rate loan has monthly payments of $4,772, except for a final payment of 593,039. The loan had issuance costs of $4,531 for the year ended December 31, 2022, that was capitalized and is being amortized straight line over the life of the loan. The Company amortized $376 and $372 of issuance cost during the three months ended March 31, 2024 and 2023, respectively. The second loan with FSB that was entered into December 16, 2022, was in the amount of $640,000. The loan has a fixed interest rate of 6.50% and a maturity date of December 16, 2025. The fixed rate loan has twelve monthly payments of approximately $2,830, followed by monthly payments of $7,443. and the interest rate is 6.50%. The loan had issuance costs of $5,077 for the year ended December 31, 2022, that was capitalized and is being amortized straight line over the life of the loan. The Company amortized $422 and $417 of issuance cost during the three months ended March 31, 2024 and 2023, respectively. The FSB commercial loans are guaranteed by Kimball Carr, Chief Executive Officer and President and Charles Stith Keiser, our Vice Chairman and Chief Operating Officer. Notes payable to FSB as of March 31, 2024 and December 31, 2023 consisted of the following: Original Acquisition Entered Maturity Interest March 31, December 31, Issuance Cost $ 1,105,000 KVC 1/25/21 2/25/41 4.35 % $ 987,082 $ 997,010 $ 13,264 1,278,400 KVC 1/25/21 1/25/31 4.35 % 931,696 960,849 10,085 469,914 KVC 1/25/21 2/25/23 5.05 % - - 753 2,086,921 Pony Express 10/31/22 10/31/25 5.97 % 1,861,227 1,902,452 25,575 400,000 Pony Express 10/31/22 10/31/42 5.97 % 384,624 387,433 3,277 568,000 Old 41 12/16/22 12/16/25 6.5 % 508,385 520,697 4,531 640,000 Old 41 12/16/22 12/16/25 6.5 % 619,660 623,861 5,077 375,000 Valley Vet 11/8/2023 11/8/2024 8.5 % 375,000 375,000 6,877 $ 7,623,235 $ 5,667,674 $ 5,767,302 $ 69,439 Notes payable as of March 31, 2024 and December 31, 2023 consisted of the following: March 31, December 31, 2024 2023 FNBD Notes Payable $ 9,141,096 $ 9,309,286 FSNB Notes Payable 5,667,674 5,767,302 Total notes payable 14,808,770 15,076,588 Unamortized debt issuance costs (116,540 ) (124,170 ) Notes payable, net of issuance cost 14,692,230 14,952,418 Less current portion (1,203,402 ) (1,469,043 ) Long-term portion $ 13,488,828 $ 13,483,375 Notes payable repayment requirements as of March 31, 2024, in the succeeding years are summarized as follows: Remainder of 2024 $ 1,203,402 2025 3,776,189 2026 1,008,110 2027 1,052,832 2028 1,098,387 Thereafter $ 6,669,850 Bridge Note In December 2021, the Company entered into two bridge loans in the aggregate amount of $2,500,000 with Target Capital 1, LLC and Dragon Dynamic Catalytic Bridge SAC Fund as short term secured convertible notes (“Bridge Note”). The Bridge Note is convertible into the Company’s common stock, at the time of a successful initial public offering (“IPO”) at the noteholder’s option, at a 35% discount to the IPO price. The Bridge Note has a face value of $2,500,000 with an original issue discount (“OID”) of 12% and has a maturity date of January 24, 2023. The OID of $300,000 is being amortized over the life of the loan. If the Company has not issued the Company’s common stock in an initial public offering pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission (“SEC”) and the listing of the common stock on a “national securities exchange” as defined in Section 6 of the Securities Exchange Act of 1934, as amended (“Qualified financing”) by January 24, 2023 the conversion price will be set at a 40% discount to the IPO price. The Bridge Note was funded in two installments of net proceeds of $1,100,000 in December 2021 and the second installment January 2022. The bridge loans had issuance costs of $70,500 for the first installment and $54,000 for the second installment that is amortized straight line over the life of the loan. The Company amortized $0 and $62,758 of issuance cost during the three months ended March 31, 2024 and 2023. In conjunction with the Bridge Note the Company issued warrants on January 24, 2022 to Target Capital 1, LLC and Dragon Dynamic Catalytic Bridge SAC Fund (collectively the “Bridge Lenders”). The warrants entitled the Bridge Lenders to purchase the Company’s Class A common stock, at a purchase price equal to the per share price in an IPO. The quantity of the Company’s common stock of subject to purchase upon exercise of the warrants is equal to 50% of the face value of the Bridge Note, divided by the per-share price in the Qualified Financing, unless a Qualified Financing has not been completed by January 24, 2023 in which case the quantity of Class A common stock subject to purchase upon exercise of the warrants will be an amount equal to 75% of the face value of the Bridge Note divided by the per-share price in the Qualified Financing. If a Qualified Financing has not consummated or the Bridge Note has not been repaid in full on or before January 24, 2027, then the quantity of common stock subject to purchase upon exercise of the warrants will be an amount equal to 100% of the face value divided by the per-share price equal to the fair market value of one share of Class A common stock as mutually agreed by the Holder and the Company. The warrants are exercisable through the fifth anniversary of the issuance date. The warrants may be redeemed at the option of the Company at any time following a Qualified Financing if the Company’s common stock trade on a national securities exchange at a price equal to the purchase price of the Company’s common stock in the Qualified Financing multiplied by 2 for a period of ten consecutive trading days. On November 18, 2022, the Company entered into an Original Issue Discount Secured Convertible Note loan with Target Capital 1, LLC for $1,136,364. The note is issued at an original issue discount of 12% with an maturity date on the earlier of March 31, 2023 (“Initial Maturity Date”) or the Company’s sale of its common stock in an initial public offering pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission and the listing of the common stock on a “national securities exchange” as defined in Section 6 of the Securities Exchange Act of 1934, as amended (“Qualified Financing” or the “Maturity Date”). If the Company has filed its Form S-1 Registration Statement with the SEC on or prior to the Initial Maturity Date but the Qualified Financing has not closed by such date (“Automatic Extension”) then all principal and accrued interest under this Note shall become due and payable in cash on September 30, 2023 (the “Final Maturity Date”) or such earlier date as this note is required be repaid. The note bears an interest rate of 12% per annum by means of the original issue discount. Upon the occurrence of an Automatic Extension, this note shall commence to accrue interest at an interest rate of 12% percent per annum on the date of the commencement of the Automatic Extension until the note is converted or is paid in full. The Company may pay the full principal amount of this note, and all accrued but unpaid interest at any time prior to the Maturity Date without the prior written consent of the holder in the principal amount of $1,136,364, plus all accrued but unpaid interest, multiplied by 120%. In addition, and to the extent the Company is required to pay this note in cash at the on or after the Initial Maturity Date due to, upon the closing date of a Qualified Financing, the Company shall pay to the holder $1,136,364, plus all accrued unpaid interest, multiplied by 120%. Upon the occurrence and during the continuation of an Event of Default (as defined in the note), until the Event of Default is cured, or the note is repaid in full, Company will pay 20% of its total gross revenues (including that of all its subsidiaries) monthly, which shall be applied to payment of principal and interest under this this note. The conversion price (the “Conversion Price”) shall be equal to the price paid by the public in the Company’s Qualified Financing multiplied by 0.65 (or 0.60, from and after any Automatic Extension). In conjunction with the Original Issue Discount Secured Convertible Note with Target Capital 1, LLC the company issued the holder 412 shares of Class A common stock and equity classified warrants that entitle the holder to purchase the Company’s common stock at a purchase price equal to the per share price in an IPO. The quantity of the Company’s common stock of subject to purchase upon exercise of the warrants is equal to 50% of the face value of the Bridge Note, divided by the per-share price in the Qualified Financing, unless a Qualified Financing has not been completed by March 31, 2023 in which case the quantity of Class A common stock subject to purchase upon exercise of the warrants will be an amount equal to 75% of the face value of the Bridge Note divided by the per-share price in the Qualified Financing. On November 18, 2022, the Company entered into an Original Issue Discount Secured Convertible Note with 622 Capital LLC for $568,182. The note is issued at an original issue discount of 12% with an maturity date on the earlier of January 24, 2023 (the “622 Initial Maturity Date”) or the Company’s sale of its common stock in an initial public offering pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission and the listing of the common stock on a “national securities exchange” as defined in Section 6 of the Securities Exchange Act of 1934, as amended (“Qualified Financing” or the “622 Maturity Date”). If the Company has filed its Form S-1 Registration Statement with the SEC on or prior to the 622 Initial Maturity Date but the Qualified Financing has not closed by such date (“Automatic Extension”) then all principal and accrued interest under this note shall become due and payable in cash on July 24, 2023 (the “622 Final Maturity Date”) or such earlier date as this note is required be repaid. The note bears an interest rate of 12% per annum by means of the original issue discount. Upon the occurrence of an Automatic Extension, this note shall commence to accrue interest at an interest rate of 12% percent per annum on the date of the commencement of the Automatic Extension until the note is converted or is paid in full. The Company may pay the full principal amount of this note and all accrued but unpaid interest at any time prior to the 622 Maturity Date without the prior written consent of the holder in the principal amount of $568,182, plus all accrued but unpaid interest, multiplied by 120%. In addition, and to the extent the Company is required to pay this note in cash at the on or after the 622 Initial Maturity Date due to, upon the closing date of Qualified Financing, the Company shall pay to the holder $568,182, plus all accrued unpaid interest, multiplied by 120%. Upon the occurrence and during the continuation of an Event of Default (as defined in the note), until the Event of Default is cured or the note is repaid in full, Company will pay 20% of its total gross revenues (including that of all its subsidiaries) monthly, which shall be applied to payment of principal and interest under this this note. The conversion price (the “Conversion Price”) shall be equal to the price paid by the public in the Company’s Qualified Financing multiplied by 0.65 (or 0.60, from and after any Automatic Extension). In conjunction with the Original Issue Discount Secured Convertible Note with 662 Capital LLC the company issued the holder equity classified warrants that entitle the holder to purchase the Company’s common stock at a purchase price equal to the per share price in an IPO. The quantity of the Company’s common stock of subject to purchase upon exercise of the warrants is equal to 50% of the face value of the Bridge Note, divided by the per-share price in the Qualified Financing, unless a Qualified Financing has not been completed by March 31, 2023 in which case the quantity of Class A common stock subject to purchase upon exercise of the warrants will be an amount equal to 75% of the face value of the Bridge Note divided by the per-share price in the Qualified Financing. The warrants were deemed legally detachable from the Bridge Note and were fair valued using the Black Scholes Method to determine the relative fair values of the Bridge Note and the detachable warrants. The significant inputs for the Black Scholes calculation included the exercise price and common share price of $0.44, volatility rate of 27% and risk-free rate of 1.53% with a 5 year term. The proceeds received for the Bridge Note were allocated to the detached warrants based on the relative fair values. Pursuant to ASC 470 the relative fair value of the warrants attributable to a discount on debt is $429,284; this is amortized to interest expense on a straight-line basis over the term of the loan. A roll forward of the bridge note for the three months ended March 31, 2023 is below: Bridge notes, December 31, 2022 3,899,156 Amortization of original issue discount 116,656 Amortization of warrant discount 125,975 Amortization of debt issuance costs 62,758 Bridge notes, March 31, 2023 $ 4,204,545 On June 30, 2023, the Company entered into exchange agreements (the “Exchange Agreements”) with each of the Company’s Bridge Note lenders, pursuant to which the lenders exchanged their existing Bridge Notes for 29,896 shares, 352,771 shares, and 59,792 shares, respectively, of Convertible Series A preferred stock (442,458 shares of Convertible Series A Preferred stock in total) (the “Exchange”). The Exchange Agreements would have been rescinded, and the former Bridge Notes reinstated if the Company didn’t complete the initial public offering by September 1, 2023. Upon the IPO completing on August 31, 2023, the Company recognized the extinguishment of the Bridge Notes pursuant to ASC 470 and recognized a debt extinguishment loss of $16,105. The Company recognized a beneficial conversion feature of $2,567,866 for the issuance of the Series A preferred stock on the date of the IPO due to the $4 (Pre-Reverse Split) offering price related to the IPO being known as of that date. Convertible Debenture Between March 18 and December 28, 2021, the Company issued $2,102,500 in aggregate principal amount of 6.00% subordinated convertible promissory note (“Convertible Debenture”). During the year ending December 31, 2022 the Company issued $1,612,000 in aggregated principal amount of the 6.00% Convertible Debenture. In March 2023 the Company issued an additional $650,000 in aggregate principal amount of 6.00% Convertible Debenture to five (5) separate holders. The Convertible Debenture is convertible into the Company’s Class A common stock upon the Company’s offering for sale its shares in a public offering (“IPO”). At the holder’s election, the accrued interest and principal may be paid in cash or Class A common stock (such number of shares reflecting a twenty-five percent (25%) discount of the opening price per share of Class A common stock). The Convertible Debenture mature 5 years from the date of issuance to each holder. Prior to the maturity date, the holder is entitled to convert the Convertible Debenture into Class A common stock upon the Company’s IPO. Upon an IPO the accrued and unpaid interest is due and payable in cash on the first business day of the following month of March for any balance not elected to be converted into the Class A common stock. The Convertible Debenture incurred issuance cost of $40,000 that was amortized straight line over the life of the Convertible Debenture. The Company amortized $1,993 and $1,972 for the three months ending March 31, 2024 and 2023, respectively. Upon the Company’s IPO closing on August 31, 2023, the majority of Convertible Debenture holders elected to convert an aggregate of $4,014,500 of principal and $399,818 of accrued interest into 14,953 shares of Class A common stock at a conversion price of $30.00 per share. The Company recorded a beneficial conversion feature as of the date of the conversion of $1,569,395 based on the IPO price of $40 per share minus the principal and accrued interest of the Convertible Debenture balance converted into common stock. Four holders of the Convertible Debenture with an aggregate principal balance of $250,000 elected to be paid back in cash and one investor with a principal balance of $100,000 elected to be paid on February 28, 2024 including accrued interest through the date of payment at 6%. Loan Payable On May 30, 2023, the Company entered into a Merchant Cash Advance Agreement for gross proceeds of $1,050,000 with an unrelated third-party financial institution. Under the terms of the agreement, the Company must pay $57,346 each week for 26 weeks with the first payment being due June 6, 2023. The financing arrangement has an effective interest rate of 49%. The financing arrangement includes an original issuance discount (“OID”) of $441,000 and issuance costs of $50,000. The OID and issuance cost associated with the financing arrangement are presented in the balance sheets as a direct deduction from the carrying amount of the financing arrangement and is amortized using the effective interest method. On August 10, 2023, the Company amended the financing arrangement to borrow an additional $507,460 resulting in the weekly repayments increasing to $76,071 to be paid over 28 weeks. This amendment decreased the effective interest rate to 41%. The refinancing resulted in a loss on debt modification of $441,618. On November 28, 2023, the Company amended the financing arrangement to borrow an additional $531,071 resulting in the weekly payments to decrease to $56,800 to be paid over 40 weeks. This amendment increased the effective rate to 49%. The refinancing resulted in a loss on debt modification of $485,436. On January 18, 2024, the Company amended the financing arrangement to borrow an additional $549,185 resulting in the weekly payments to increase to $86,214 to be paid over 43 weeks. This amendment increased the effective interest rate to 52%. The refinancing resulted in a loss on debt modification of $728,278. During the three months ended March 31, 2024, the Company amortized $379,313 of OID and issuance cost included in interest expense on the statement of operations. During the three months ended March 31, 2024, the Company made $1,032,540 in payments on the loan payable. The outstanding balance of the loan payable as of December 31, 2023, is $2,809,820. The financing arrangement is secured by an interest in virtually all assets of the Company with a first security interest in accounts receivable. The financing arrangement is guaranteed by the Company’s CEO. Convertible Note Payable On March 26, Inspire Veterinary entered into a securities purchase agreement (the “Purchase Agreement”) with certain investor. Pursuant to the Purchase Agreement, Inspire Veterinary issued to investors Increasing OID Senior Note (“Convertible Note Payable”) for $250,000. The Convertible Note Payable has a maturity date of the earlier of December 26, 2024 or the consummation of a capital raise (the “Maturity Date”). The Convertible Note Payable contain an original issued discount (“OID”) which shall be: (i) fifteen percent (15%) if the Convertible Note Payable is satisfied and paid in full on or before the forty-fifth (45th) day after the Original Issue Date (as such term is defined in the Notes), (ii) twenty percent (20%) if the Convertible Note Payable is satisfied and paid in full after such 45th day but on or before the ninetieth (90th) day after the Original Issue Date, and (iii) thirty percent (30%) after such 90th day. The Convertible Note Payable can be prepaid at any time prior to the Maturity Date without any penalties. The Convertible Note Payable must be repaid in full from any future capital raises (debt, equity or any other form of capital raise) of Inspire Veterinary. All of the funds raised must be used to repay the Convertible Note Payable until the Convertible Note Payable are repaid in full The Convertible Note Payable are convertible into shares of common stock of Inspire Veterinary, in full or in part, at any time after issuance at the discretion of the noteholder at a fixed conversion price of $0.03 per share (the “Fixed Conversion Price”). If the Convertible Note Payable is not repaid by the Maturity Date the default provisions are as follow: (i) The Face Value (as such term is defined in the Convertible Note Payable) of the Convertible Note Payable will increase by 20% (to a 50% OID -- $1,000,000 Face Value); (ii) the conversion price of the Convertible Note Payable will become convertible at the lower of (a) the Fixed Conversion Price or (b) 20% discount to a 3-Day volume-weighted average price (the “Default Conversion Price”). |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 8. Related Party Transactions Blue Heron The Company entered into a consulting agreement with Blue Heron Consulting (“BHC”) on June 24, 2021, pursuant to which BHC will consult with the Company on an on-going basis in connection with the Company’s acquisition of veterinary practices throughout the United States and will serve as the Company’s business and financial advisor with respect to its acquisition strategy and in connection with specific acquisition targets. The Company’s director and Chief Operating Officer Charles Stith Keiser is the Chief Operating Officer of BHC, and the Company’s director Dr. Charles “Chuck” Keiser is the Chief Visionary Officer of BHC. During the fourth quarter of 2023 management terminated the service agreement with Blue Heron, however, still uses Blue Heron on an ad-hoc basis for services and has incurred $68,027 and $229,614 in expenses for the three months ended March 31, 2024 and 2023, respectively. These expenses are recorded as a component of “General and administrative expenses” in the accompanying condensed consolidated statement of operations. Under the Consulting Agreement, BHC is entitled to a monthly fee for on-going services including: ● the preparation of valuation packages of potential acquisitions (including the gathering of pertinent information, financial and background data, completion of deal packets and financial projection worksheets used by the Company to calculate practice values); ● the institution of turnover protocols and procedures of hospitals immediately post-purchase; systems reporting; the formulation of individual hospital goals and targets; ● on-going monthly support of hospital units (including medical and operational coaching, business growth projections, establishment of financial targets and margin improvements, growth milestones) and recruiting support. Upon termination, all accrued, but not yet paid fees and expenses, whether invoiced or not, must be paid to BHC. Star Circle Advisory The Company entered into a consulting agreement with Star Circle Advisory Group, LLC (“Star Circle”) on August 2, 2022 to serve as financial consultant, on a non-exclusive basis, to assist with arranging bridge financing and the initial public offering of the Company. Star Circle is owned and controlled by Kimball Carr, Chairman, Chief Executive Officer and President, Peter Lau, Interim Chief Financial Officer and Director, James Coleman, Director, and Richard Marten, Director. Star Circle is entitled to a monthly fee of $33,000, payable monthly. Each party is responsible for its own ordinary office and personnel expenses; however, Star Circle is entitled, with prior written consent from the Company, for reimbursement for required extraordinary expenses including air travel, lodging, and Company filing fees. The consulting agreement will terminate on August 1, 2024, unless terminated earlier by mutual agreement of the parties or by either party upon 30 days written notice. During the fourth quarter of 2023, management terminated service agreements with Star Circle Advisory and has incurred $0 and $99,000 in expenses for the three months ended March 31, 2024 and 2023, respectively. These expenses are recorded as a component of “General and administrative expenses” in the accompanying condensed consolidated statement of operations. CEO Warrant On January 1, 2023, the board of directors issued 500 shares of Class A common stock issuable upon cashless exercise of a warrant granted to Kimball Carr, Chief Executive Officer (“CEO”) and Chairman of the board of directors, in consideration for his personal guaranty of the Company loans. The warrant expires on January 1, 2028. The Warrant is fully paid and nonassessable shares of Class A common stock at a purchase price per share equal to the price per share of the common stock sold through an initial public offering pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission on a national securities exchange. The warrants were measured at fair value using the Black Scholes Method to determine the fair value of warrants issued to the CEO. The significant inputs for the Black Scholes calculation included the exercise price and common share price of $1.73, volatility rate of 27.13% and risk-free rate of 3.94% with a 5-year term. The warrants were valued at $2,701 at the time of issuance and the entire amount was recorded as an expense in General and administrative expenses in the accompanying unaudited condensed consolidated statement of operations for the three months ended March 31, 2023. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2024 | |
Stockholders Equity [Abstract] | |
Stockholders' Equity | 9. Stockholders’ Equity The Company is authorized to issue is 71,000,000 shares, of which 1,000,000 shares are designated as Class A common stock, with a par value of $0.0001 per share, 20.000,000 Each outstanding share of Class A common stock is entitled to vote on each matter on which the stockholders of the Company is entitled to vote, and each holder of Class A common stock is entitled to one (1) vote for each share of Class A common stock held by such holder. Each outstanding share of Class B common stock is entitled to vote on each matter on which the stockholders of the Company is entitled to vote, and each holder of Class B common stock is entitled to twenty-five (25) votes for each share of Class B common stock held by such holder. Each Class B common stock is convertible to 1/100 th All shares of Class A common stock and Class B common stock (collectively “common stock”) will be identical and will entitle the holders thereof to the same rights and privileges, except as otherwise provided above. On November 15, 2022, the companies amended the consulting agreement with Alchemy Advisory, LLC until June 30, 2023. The contract amendment stipulates an additional fee of $40,000 as well as 83 restricted shares of the Company’s Class A common stock. The Company recorded the $72,084 fair value of the common stock with $0 and $36,042 expensed during the three months ended March 31, 2024 and 2023, respectively. The Company will amortize the cost of the common stock issued over the life of the agreement. On November 15, 2022, the Company entered into a consulting agreement with 662 Capital LLC until June 30, 2023. The contract stipulates the Company will issue 417 restricted shares of the Company’s Class A common stock for services rendered. The Company recorded the $144,168 fair value of the common stock with $0 and $72,804 expensed during the three months ended March 31, 2024 and 2023, respectively. The Company will amortize the cost of the common stock issued over the life of the agreement. Convertible Series A Preferred Stock On June 30, 2023, the Company amended its articles of incorporation by the filing of a certificate of designation for the Series A Preferred Stock. One million shares of the Series A Preferred Stock are authorized under the Series A Certificate of Designation, with each having a stated value of $1,000.00 per share, with a par value of $0.0001. The Series A Preferred Stock earns a dividend rate equal to 12% of the stated rate per annum, which such dividend may be payable either in cash or in-kind at the sole option of the Company. Holders of shares of the Series A Preferred Stock are entitled to a liquidation preference in the event of any dissolution, liquidation or winding up of the Company equal to the stated value plus any accrued and unpaid dividends on such stock. Holders of shares of Series A Preferred Stock are also entitled to convert such shares at any time and from time, at the option of such holder, into a number of shares of Class A common stock equal to the stated value divided by a conversion price. The conversion price is equal to 60% of the dollar volume-weighted average price for shares for the Company’s Class A common stock for the three trading days immediately preceding the date of the conversion. However, the conversion price can never be less than 50% of the per-share price for shares of Class A common stock during the Company’s initial public offering. For any conversion during the Company’s initial three days of market trading, the conversion price will be equal to 60% of the price for the Company’s underwritten initial public offering. On November 7, 2023, the Company amended its article of incorporation to increase the total authorized preferred stock by 2,000,000 shares. The conversion price of the convertible series A preferred stock to be no less than $1.00 per share, as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction conducted after the date of the series A preferred stock amendment. The holders of the Series A Preferred Stock have the right to vote on all matters submitted to a vote of shareholders on an as-if-converted basis together with the holders of shares of the Company’s Class A and Class B common stock, voting together as a single class. On June 30, 2023, the Company issued 442.458 shares of Series A Preferred Stock to the holders of the Bridge Notes in exchange for the Bridge Notes (the “Exchange”). In connection with the Exchange, the Company also issued warrants (the “New Warrants”) to purchase additional shares of Class A common stock. The New Warrants were issued in exchange for the existing warrants held by the former Bridge Note holders. The exercise price of the shares to be issued pursuant to the New Warrants is the price of the shares of Class A common stock to be issued in this offering. The number of shares to be issued upon exercise of the New Warrants is equal to the quotient of 75% of the outstanding Series A Preferred Stock value divided by the exercise price. Also, in connection with the Exchange, the Company entered into new registration rights agreements (the “New Registration Rights Agreements”) with each of holders, pursuant to which the Company has agreed to register the public resale of the shares of Class A common stock issuable upon conversion of the Series A Preferred Stock and upon exercise of the under the New Warrants. The New Registration Rights Agreements supersede in their entirety the prior registration rights agreements with the former senior secured lenders. If Company did not close the initial public offering on or before September 1, 2023, the Exchange Agreements would have been deemed rescinded, and the former Bridge Notes would have been deemed reinstated. As the offering was outside the control of the Company the Company did not recognize the full extinguishment of the Bridge Notes until the IPO was completed on August 31, 2023. The Company recognized a beneficial conversion feature of $2,567,866 for the issuance of the Series A Preferred Stock on the date of the IPO due to the $4 (pre-Reverse Split) offering price related to the IPO being known as of that date. |
Retirement Plan
Retirement Plan | 3 Months Ended |
Mar. 31, 2024 | |
Retirement Plan [Abstract] | |
Retirement Plan | 10. Retirement Plan During the year ending December 31, 2022, the Company implemented a qualified 401(K) retirement plan. The Company offers eligible domestic full-time employees participation in certain 401K plans. The plans provide for a discretionary annual company contribution. In addition, employees may contribute a portion of their salary to the plans, which certain of the 401K plans, is partially matched by the Company. The plans may be amended or terminated at any time. The Company contributed and expensed approximately $40,264 and $4,995 during the three months ending March 31, 2024 and 2023, respectively. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Taxes [Abstract] | |
Income Taxes | 11. Income Taxes The Company has incurred losses since inception, which have generated net operating loss (“NOL”) carryforwards. As of March 31, 2024 and December 31, 2023, no |
Leases
Leases | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Leases | 12. Leases Accounting for Leases as Lessee The Company determines if an arrangement is a lease at inception. Operating leases are included in right-of-use assets (“ROU”), operating lease liabilities, and operating lease liabilities, non-current. Lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. None of the leases entered into have an implicit rate, the Company uses its incremental borrowing rate based on the information available at lease commencement date in determining the present value of future payments. Incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. The ROU assets also include any prepaid lease payments made and initial direct costs incurred and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease, which is recognized when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company has operating leases for real estate. The Company has certain intercompany leases between its subsidiaries, and these transactions and balances have been eliminated in consolidation and are not reflected in the tables and information presented below. The components of lease expense included on the Company’s unaudited condensed statements of operations were as follows: For the Three Months Operating lease expense: Expense Classification 2024 2023 Amortization of ROU asset General and administrative $ 53,831 28,875 Accretion of operating lease liability General and administrative 10,541 7,385 Total operating lease expense $ 64,372 36,260 Other lease expense General and administrative (2,026 ) 11,708 Total $ 62,346 47,968 Other information related to leases is as follows: As of As of 2024 2023 Weighted-average remaining lease term: Operating leases (in years) 9.35 9.29 Weighted-average Discount rate: Operating leases 7.04 % 7.083 % Amounts relating to leases were presented on the unaudited condensed Balance Sheets as of March 31, 2024 and December 31, 2023 in the following line items: As of As of Balance Sheet Classification 2024 2023 Assets: Operating lease assets Right-of-use assets $ 1,562,367 $ 1,616,198 Liabilities: Operating lease liabilities Operating lease liabilities $ 133,113 141,691 Operating lease liabilities Operating lease liabilities, non-current 1,482,514 1,514,044 Total lease liabilities $ 1,615,627 $ 1,655,735 The future minimum lease payments required under leases as of March 31, 2024, were as follows: Fiscal Year Operating Remainder of 2024 $ 181,811 2025 230,198 2026 231,959 2027 233,619 2028 238,078 Thereafter 1,100,287 Undiscounted cash flows 2,215,952 Less: imputed interest (600,325 ) Lease liability $ 1,615,627 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 13. Commitments and Contingencies As of March 31, 2024, substantially all of the Company’s assets were pledged as collateral for the Company’s credit facilities. On November 30, 2023, the Company entered into a common stock purchase agreement with a 3 rd Under the terms and subject to the conditions of the Purchase Agreement, the Company has the right, but not the obligation, to sell to the Investor, and the Investor is obligated to purchase, shares of Class A common stock in an amount up to $30 million. Such sales of Class A common stock by the Company, if any, will be subject to certain limitations, and may occur from time-to-time in the Company’s sole discretion, over the period commencing once certain customary conditions are satisfied, including the filing and effectiveness of a resale registration statement with the U.S. Securities and Exchange Commission (the “Commission”) with respect to the shares to be sold to the Investor under the Purchase Agreement and ending on the first day of the month following the 24-month anniversary of the date on which the resale registration statement is declared effective by the Commission. The Investor has no right to require the Company to sell any shares of Class A common stock to the Investor, but the Investor is obligated to purchase shares of Class A common stock pursuant to a valid purchase notice delivered by the Company, subject to certain conditions and limitations. Purchase Price The shares of Class A common stock to be issued by the Company and purchased by the Investor will be sold at a purchase price equal to 95% of the lowest daily volume-weighted average price of the Class A common stock on the Nasdaq Capital Market (or any eligible substitute exchange) during the three consecutive trading days immediately following the trading date on which a valid purchase notice is delivered to the Investor by the Company. Such purchase price will be adjusted for reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction by the Company with respect to its Class A common stock. Actual sales of shares of Class A common stock to the Investor will depend on a variety of factors to be determined by the Company from time-to-time, including, among other things, market conditions, the trading price of the Company’s Class A common stock, and the working capital needs, if any, of the Company. The net proceeds from sales, if any, under the Purchase Agreement to the Company will depend on the frequency and prices at which the Company sells shares of Class A common stock to the Investor. the Company expects that any proceeds received by the Company from such sales to the Investor will be used for working capital and general corporate purposes. Purchase Limits Pursuant to the Purchase Agreement, the Company may not require the Investor to purchase, and the Investor will have no obligation to purchase, shares of Class A common stock in excess of a number equal to the lowest of (i) 100% of the average daily trading volume of the Class A common stock on the Nasdaq Capital Market (or any other eligible national stock exchange, as applicable) for the five consecutive trading days immediately prior to the trading date on which a valid purchase notice is delivered to the Investor, (ii) a 30% discount to the daily trading volume in the Class A common stock on the Nasdaq Capital Market (or any other eligible national stock exchange, as applicable), and (iii) $2 million divided by the volume-weighted average price for the Class A common stock on the trading day immediately prior to the trading date on which a valid purchase notice is delivered to the Investor. Consistent with certain applicable Nasdaq rules, the Company may not issue to the Investor more than 12,143 shares of its Class A common stock (the “Exchange Cap”) under the Purchase Agreement, which number of shares is equal to 19.99% of the shares of the Company’s Class A common stock issued and outstanding immediately prior to the execution of the Purchase Agreement, unless the Company obtains stockholder approval to issue shares of its Class A common stock in excess of such limit in accordance with applicable rules of Nasdaq or any other applicable national stock exchange. Fees As consideration for the Investor’s irrevocable commitment to purchase shares of Class A Common Stock, upon execution of the Purchase Agreement, the Company became obligated to issue to the Investor a number of shares of Class A Common Stock equal to $600,000 divided by the average daily volume-weighted average price for the Class A Common Stock on the Nasdaq Capital Market during the five consecutive trading days ending on the trading date immediately prior to the Company’s filing of an initial registration statement pursuant to the Registration Rights Agreement described below. In certain circumstances, the Company may become obligated to pay to the Investor a cash fee equal to $600,000 in lieu of issuing such shares of Class A Common Stock, under the terms and subject to the conditions described more fully in the Purchase Agreement. Certain Representations, Warranties and Covenants The Purchase Agreement contains customary representations, warranties, conditions, and indemnification obligations of each of the Company and the Investor. Pursuant to the Purchase Agreement, the Investor has agreed not to enter into or effect, in any manner whatsoever, directly or indirectly, any short sales of the Company’s Class A Common Stock or hedging transaction which establishes a net short position with respect to the Class A Common Stock. In addition, the Company has covenanted, among other things, through the 24-month anniversary of the signing of the Purchase Agreement, to not effect or enter into any agreement to issue any shares of Class A Common Stock or securities convertible into or exercisable or exchangeable into shares of Class A Common Stock except in limited circumstances. The Company has the right to terminate the Purchase Agreement at any time following the satisfaction of certain conditions precedent relating to the initial sale of shares to the Investor, subject to the Company paying all documented fees and amounts to the Investor’s legal counsel and, if the agreement is terminated prior to effectiveness of the resale registration statement, the Company paying the $600,000 cash commitment fee to the Investor or, if the agreement is terminated after such effectiveness, the Company issuing all commitment shares of Class A Common Stock to the Investor. The Purchase Agreement will automatically terminate on (i) the 24-month anniversary of the effective date of the initial resale registration statement filed with the Commission, (ii) the date when the Investor purchases the Total Commitment, (iii) the date when the shares of Class A Common Stock are no longer listed on the Nasdaq Capital Market or another eligible national stock exchange, or (iv) when the Company is subject to a voluntary or involuntary bankruptcy or insolvency proceeding. In addition, the Investor may terminate the Purchase Agreement upon (i) the occurrence of an event constituting a material adverse effect (as defined in the Purchase Agreement), (ii) the occurrence of a change of control transaction of the Company, (iii) the failure by the Company to file a registration statement by the applicable deadline set forth in the Registration Rights Agreement, (iv) the lapse of the effectiveness, or unavailability of, a registration statement filed by the Company pursuant to the Registration Rights Agreement in certain other circumstances set forth in the Purchase Agreement, (v) the suspension of trading of the Class A Common Stock for a period of three (3) consecutive trading days, or (vi) the material breach of the Purchase Agreement by the Company, which breach is not cured within the 10 trading days after receipt of notice of such breach. On December 28, 2023, the Company amended the agreement to provide that, if the number of commitment shares required to be issued by the Company to the Investor and its affiliates (as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and Rule 13d-3 promulgated thereunder) pursuant to the Purchase Agreement would result in the beneficial ownership by the Investor of more than 4.99% of the outstanding shares of Class A common stock of the Company, then the Company shall be obligated to deliver to the Investor: (i) the number of shares of Class A common stock that, after giving effect to the issuance thereof to the Investor, would result in the Investor and its affiliates beneficially owning one (1) share less than 4.99% of the outstanding shares of Class A common stock of the Company, and (ii) a warrant to purchase shares of Class A common stock (such warrant, the “Warrant” and the shares issuable upon exercise thereof, the “Warrant Shares”), granting the Investor the right to purchase, at an exercise price of $0.01 per Warrant Share, up to that number of Warrant Shares equal to the difference between (x) the number of shares that would be required to be issued to the Investor as commitment shares but-for the 4.99% ownership limitation, and (y) the number of shares of Class A common stock to be issued to the Investor as commitment shares. The amendment further provide that, if the issuance of the total number of commitment shares of Class A common stock and Warrant Shares by the Company to the Investor would cause the beneficial ownership of the Investor and its affiliates to exceed 19.99% of the outstanding shares of Class A common stock of the Company, and the Company has not obtained stockholder approval for the issuance of such shares of Class A common stock in an amount in excess of the 19.99% ownership threshold in accordance with the applicable rules of The Nasdaq Capital Market on or before May 24, 2024, then the Company shall be obligated to pay to the Investor an amount in cash equal to $600,000 minus the value of the shares of Class A common stock issuable to the Investor as commitment shares and the value of the Warrant Shares issuable upon exercise of the Warrant. On February 14, 2024, the Company issued 12,143 shares of Class A Common stock, per share to an Investor. In addition, the Company, on February 13, 2024, issued a prefunded warrant to purchase up to 16,549 shares of Class A common stock of the Company to the Investor. The Company issued the shares and the warrant in fulfilment to its obligation to issue “commitment shares” to the Investor upon its entry into the purchase agreement. The Company issued the shares and warrant to the Investor exempt from registration pursuant to Rule 506(b) of Regulation D under the Securities Act of 1933. The Company did not receive any proceeds with respect to the issuance of the Commitment Shares or the Warrant and does not expect to receive any material proceeds from the Investor’s exercise, if any, of Warrant for the purchase of Warrant shares. Holdback Agreement As part of the Valley Veterinary Services, Inc. acquisition in November 2023, a portion of the purchase price in the amount of $200,000 is classified as restricted cash in the accompanying unaudited condensed consolidated balance sheet. The Holdback Agreement dictates that $80,000 is contingent upon both former owners (now employees of the Company) still being employed by the Company as of November 8, 2025 and the Valley Vet Practice’s gross revenue exceeding 105% of the target gross revenue. The remaining $120,000 is contingent upon both former owners (now employees of the Company) still being employed by the Company as of November 8, 2025 and the Valley Vet Practice’s gross revenue exceeding 110% of the target gross revenue. As the contingent consideration arrangement in which the Holdback amounts are automatically forfeited if the employment of the former owners (now employees of the Company) terminates is accounted for as compensation for post combination services. The Company will recognize the contingent consideration from the Holdback Agreement when probable. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent Events The Company follows the guidance in FASB ASC 855-10 for the disclosure of subsequent events. The Company evaluated subsequent events through the date the financial statements were issued and determined the Company had the following subsequent events: Refinancing Loan Payable On May 7, 2024, the Company amended the financing arrangement to borrow an additional $518,750 resulting in the weekly payments to increase to $90,229 to be paid over 48 weeks. This amendment decreased the effective interest rate to 49%. New Loan Payable On April 4, 2024, the Company entered into a new financing arrangement to borrow $400,000 with weekly payments of $21,600 to be paid over 28 weeks. This financing arrangement has an effective interest rate to 51%. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (3,421,792) | $ (1,538,949) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Significant Accounting Policies and Basis of Presentation [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the year ended December 31, 2023, which are included with the Company’s Annual Report on Form 10-K and related amendments filed with the United States Securities Exchange Commission (“SEC”). Furthermore, the Company’s significant accounting policies are disclosed in the audited consolidated financial statements for the years ended December 31, 2023 and 2022, included in the Company’s Annual Report on Form 10-K filed with the SEC. Since the date of those audited consolidated financial statements, there have been no changes to the Company’s significant accounting policies, except as noted below. The accompanying unaudited interim condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification(“ASC”) and as amended by Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements for the periods presented reflect all adjustments, consisting of only normal recurring adjustments, necessary to fairly present the Company’s financial position, results of operations, and cash flows. The December 31, 2023, condensed consolidated balance sheet was derived from audited financial statements, but does not include all GAAP disclosures. The unaudited condensed consolidated financial statements for the interim periods are not necessarily indicative of results for the full year. On October 20, 2022, the Company amended and restated the articles of incorporation to change the designation of the Class A common stock and the Class B common stock, whereas the Class A common stock prior to the amendment had 25 votes per share is now designated Class B common stock and the Class B common stock prior the amendment had 1 vote per share is now designated Class A common stock. All information included in these unaudited condensed consolidated financial statements have been adjusted, on a retrospective basis to reflect the change in designation. |
Going Concern | Going Concern These financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred recurring losses and as of March 31, 2024, had an accumulated deficit of $24,849,319. For the three months ending March 31, 2024, the Company sustained a net loss of $3,421,792. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the date these financial statements were issued. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that may be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is contingent upon its ability to obtain additional financing and to generate revenue and cash flow to meet its obligations on a timely basis. The Company will continue to seek to raise additional funding through debt or equity financing during the next twelve months from the date of issuance of these financial statements. Management believes that actions presently being taken to obtain additional funding provide the opportunity for the Company to continue as a going concern. There is no guarantee the Company will be successful in achieving these objectives. |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of sales and expenses during the reporting period. Actual results could differ from those estimates. |
Accounts Receivable and Allowance for Expected Credit Losses | Accounts Receivable and Allowance for Expected Credit Losses Accounts receivable consist of amounts due from veterinary customers. The Company records an allowance for current expected credit losses for estimated losses inherent in its trade accounts receivable portfolio. In establishing the required allowance, management considers historical losses adjusted for current market conditions, the financial condition of the customer, the amount of receivables in dispute, and the current receivables aging and payment patterns. The Company does not have any off-balance sheet credit exposure related to its customers. The allowance for current expected credit losses was $123,513 as of March 31, 2024 and December 31, 2023. |
Basic and Diluted Net Loss Per Share | Basic and Diluted Net Loss Per Share Basic net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during each period. Diluted net loss per share of common shares includes the effect, if any, from the potential exercise or conversion of securities, such as convertible debt, share options and warrants, which would result in the issuance of incremental shares of common shares. For diluted net loss per share, the weighted-average number of common shares is the same for basic net loss per share due to the fact that when a net loss exists, dilutive securities are not included in the calculation as the impact is anti-dilutive. For all periods presented, basic and diluted net loss per share are the same, as any additional share equivalents would be anti-dilutive. As the Company has reported a net loss for all periods presented, diluted net loss per common share is the same as basic net loss per common share. The following outstanding potentially dilutive Common Shares equivalents were excluded from the computation of diluted net loss per share for the periods presented because including them would have been antidilutive: March 31, 2024 2023 Warrants 28,540 - Convertible Series A Preferred Shares 27,047 - Total 55,587 - |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an Emerging Growth Company, as defined in Section 2(a) of the Securities Act of 1933, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these unaudited condensed consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. |
Significant Accounting Polici_2
Significant Accounting Policies and Basis of Presentation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Significant Accounting Policies and Basis of Presentation [Abstract] | |
Schedule of Diluted Net Loss Per Share Antidilutive | The following outstanding potentially dilutive Common Shares equivalents were excluded from the computation of diluted net loss per share for the periods presented because including them would have been antidilutive: March 31, 2024 2023 Warrants 28,540 - Convertible Series A Preferred Shares 27,047 - Total 55,587 - |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property and Equipment [Abstract] | |
Schedule of Property and Equipment | As of March 31, 2024, and December 31, 2023, property and equipment, net, consisted of the following: March 31, December 31, 2024 2023 Land $ 1,983,810 $ 1,839,596 Computers and equipment 1,425,774 1,425,774 Furniture and fixtures 143,874 143,874 Automobile 101,269 101,269 Leasehold improvements 656,255 499,310 Buildings 4,607,874 4,607,874 8,918,856 8,761,911 Less - accumulated depreciation (952,135 ) (812,767 ) Property and Equipment, net $ 7,966,721 $ 7,949,144 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets [Abstract] | |
Schedule of Intangible Assets | The following summarizes the Companies’ intangibles assets as of March 31, 2024 and December 31, 2023: March 31, December 31, 2024 2023 Client List $ 2,071,000 $ 2,071,000 Noncompete Agreement 398,300 398,300 Trademark 1,117,200 1,117,200 Other Intangible Assets 45,836 45,836 Accumulated amortization (1,327,322 ) (1,119,308 ) $ 2,305,014 $ 2,513,028 |
Schedule of Future Amortization Expense of Intangible Assets | Expected future amortization expense of intangible assets as of March 31, 2024, is as follows: Remainder of 2024 578,763 2025 664,166 2026 600,139 2027 379,382 2028 82,564 $ 2,305,014 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Business Acquisitions [Abstract] | |
Schedule of Assets and Liabilities Assumed | Consideration: Cash paid prior to the time of closing $ 1,390,000 Convertible Note Payable 400,000 Acquisition costs included in general and administrative 39,535 Recognized amounts of identifiable assets acquired Inventory 74,405 Building 445,786 Land 144,214 Furniture, fixtures & equipment 64,058 Trademark (5-year life) 264,500 Non-compete agreement (2-year life) 44,000 Client list (5-year life) 220,000 Total identifiable net assets assumed 1,256,963 Goodwill 533,037 Total $ 1,790,000 |
Schedule of Unaudited Pro Forma Consolidated Results of Operation | The unaudited pro forma consolidated results of operations, assuming the acquisitions had occurred on January 1, 2023, are as follows: For the Revenue $ 4,723,308 Net Income (Loss) (1,488,111 ) |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt (Tables) [Line Items] | |
Schedule of Notes Payable Repayment Requirements | Notes payable as of March 31, 2024 and December 31, 2023 consisted of the following: March 31, December 31, 2024 2023 FNBD Notes Payable $ 9,141,096 $ 9,309,286 FSNB Notes Payable 5,667,674 5,767,302 Total notes payable 14,808,770 15,076,588 Unamortized debt issuance costs (116,540 ) (124,170 ) Notes payable, net of issuance cost 14,692,230 14,952,418 Less current portion (1,203,402 ) (1,469,043 ) Long-term portion $ 13,488,828 $ 13,483,375 |
Schedule of Notes Payable Repayment Requirements | Notes payable repayment requirements as of March 31, 2024, in the succeeding years are summarized as follows: Remainder of 2024 $ 1,203,402 2025 3,776,189 2026 1,008,110 2027 1,052,832 2028 1,098,387 Thereafter $ 6,669,850 |
Schedule of Bridge Note | A roll forward of the bridge note for the three months ended March 31, 2023 is below: Bridge notes, December 31, 2022 3,899,156 Amortization of original issue discount 116,656 Amortization of warrant discount 125,975 Amortization of debt issuance costs 62,758 Bridge notes, March 31, 2023 $ 4,204,545 |
Wealth South A Division Of Farmers National Bank Of Danville [Member] | |
Debt (Tables) [Line Items] | |
Schedule of Notes Payable to FSB | Notes payable to FNBD as of March 31, 2024 and December 31, 2023 consisted of the following: Original Acquisition Entered Maturity Interest March 31, December 31, Issuance $ 237,272 CAH 12/27/21 12/27/41 3.98 % $ 235,150 $ 237,272 $ 6,108 231,987 CAH 12/27/21 12/27/31 3.98 % 226,582 231,987 6,108 216,750 P&F 12/27/21 12/27/41 3.98 % 214,812 216,750 5,370 318,750 P&F 12/27/21 12/27/31 3.98 % 311,323 318,750 5,370 817,135 Pasco 1/14/22 1/14/32 3.98 % 804,374 817,135 3,085 478,098 Lytle 3/15/22 3/15/32 3.98 % 478,098 478,098 1,898 663,000 Lytle 3/15/22 3/15/42 3.98 % 663,000 663,000 11,875 425,000 Kern 3/22/22 3/22/42 3.98 % 425,000 425,000 7,855 1,275,000 Kern 3/22/22 3/22/32 3.98 % 1,275,000 1,275,000 4,688 246,500 Bartow 5/18/22 5/18/42 3.98 % 246,500 246,500 5,072 722,500 Bartow 5/18/22 5/18/32 3.98 % 722,500 722,500 2,754 382,500 Dietz 6/15/22 6/15/32 3.98 % 382,500 382,500 1,564 445,981 Aberdeen 7/19/22 7/29/32 3.98 % 445,981 445,981 1,786 1,020,000 All Breed 8/12/22 8/12/42 3.98 % 1,020,000 1,020,000 8,702 519,527 All Breed 8/12/22 8/12/32 3.98 % 519,527 519,527 3,159 225,923 All Breed 8/12/22 8/12/32 5.25 % 225,923 225,923 3,159 637,500 Williamsburg 12/8/22 12/8/32 5.25 % 637,500 637,500 2,556 850,000 Valley Vet 11/8/23 11/8/33 5.25 % 850,000 850,000 3,315 $ 9,713,423 $ 9,141,096 $ 9,309,286 $ 84,424 |
First South National Bank [Member] | |
Debt (Tables) [Line Items] | |
Schedule of Notes Payable to FSB | Notes payable to FSB as of March 31, 2024 and December 31, 2023 consisted of the following: Original Acquisition Entered Maturity Interest March 31, December 31, Issuance Cost $ 1,105,000 KVC 1/25/21 2/25/41 4.35 % $ 987,082 $ 997,010 $ 13,264 1,278,400 KVC 1/25/21 1/25/31 4.35 % 931,696 960,849 10,085 469,914 KVC 1/25/21 2/25/23 5.05 % - - 753 2,086,921 Pony Express 10/31/22 10/31/25 5.97 % 1,861,227 1,902,452 25,575 400,000 Pony Express 10/31/22 10/31/42 5.97 % 384,624 387,433 3,277 568,000 Old 41 12/16/22 12/16/25 6.5 % 508,385 520,697 4,531 640,000 Old 41 12/16/22 12/16/25 6.5 % 619,660 623,861 5,077 375,000 Valley Vet 11/8/2023 11/8/2024 8.5 % 375,000 375,000 6,877 $ 7,623,235 $ 5,667,674 $ 5,767,302 $ 69,439 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Schedule of Lease Expense Included on the Company’s Unaudited Consolidated Statements of Operations | The components of lease expense included on the Company’s unaudited condensed statements of operations were as follows: For the Three Months Operating lease expense: Expense Classification 2024 2023 Amortization of ROU asset General and administrative $ 53,831 28,875 Accretion of operating lease liability General and administrative 10,541 7,385 Total operating lease expense $ 64,372 36,260 Other lease expense General and administrative (2,026 ) 11,708 Total $ 62,346 47,968 As of As of 2024 2023 Weighted-average remaining lease term: Operating leases (in years) 9.35 9.29 Weighted-average Discount rate: Operating leases 7.04 % 7.083 % |
Schedule of Leases Were Presented on the Unaudited Condensed Balance Sheets | Amounts relating to leases were presented on the unaudited condensed Balance Sheets as of March 31, 2024 and December 31, 2023 in the following line items: As of As of Balance Sheet Classification 2024 2023 Assets: Operating lease assets Right-of-use assets $ 1,562,367 $ 1,616,198 Liabilities: Operating lease liabilities Operating lease liabilities $ 133,113 141,691 Operating lease liabilities Operating lease liabilities, non-current 1,482,514 1,514,044 Total lease liabilities $ 1,615,627 $ 1,655,735 |
Schedule of Future Minimum Lease Payments | The future minimum lease payments required under leases as of March 31, 2024, were as follows: Fiscal Year Operating Remainder of 2024 $ 181,811 2025 230,198 2026 231,959 2027 233,619 2028 238,078 Thereafter 1,100,287 Undiscounted cash flows 2,215,952 Less: imputed interest (600,325 ) Lease liability $ 1,615,627 |
Description of Business (Detail
Description of Business (Details) - IPO [Member] | Aug. 31, 2023 USD ($) $ / shares shares |
Description of Business [Line Items] | |
Net proceeds | $ 5,400,000 |
Underwriting discounts and commissions | 512,000 |
Offering expenses | $ 448,429 |
Class A Common Stock [Member] | |
Description of Business [Line Items] | |
IPO shares (in Shares) | shares | 16,000 |
IPO Price (in Dollars per share) | $ / shares | $ 400 |
Retrospective Adjustments (Deta
Retrospective Adjustments (Details) | 3 Months Ended |
Mar. 31, 2024 | |
Retrospective Adjustments [Abstract] | |
Description of reverse stock split | On May 8, 2024, the Company effected a 100-for-1 reverse stock split (“Reverse Split”) of the Company’s authorized and outstanding shares of Class A common stock |
Significant Accounting Polici_3
Significant Accounting Policies and Basis of Presentation (Details) - USD ($) | 3 Months Ended | |||
Oct. 20, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Significant Accounting Policies and Basis of Presentation [Line Items] | ||||
Accumulated deficit | $ (24,849,319) | $ (21,215,257) | ||
Net loss | (3,421,792) | $ (1,538,949) | ||
Allowance for current credit losses | $ 123,513 | $ 123,513 | ||
Class A Common Stock [Member] | ||||
Significant Accounting Policies and Basis of Presentation [Line Items] | ||||
Voting rights | 25 votes | |||
Class B Common Stock [Member] | ||||
Significant Accounting Policies and Basis of Presentation [Line Items] | ||||
Voting rights | 1 |
Significant Accounting Polici_4
Significant Accounting Policies and Basis of Presentation (Details) - Schedule of Diluted Net Loss Per Share Antidilutive - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Schedule of Diluted Net Loss Per Share Antidilutive [Abstract] | ||
Warrants | 28,540 | |
Convertible Series A Preferred Shares | 27,047 | |
Total | 55,587 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property and Equipment [Abstract] | ||
Depreciation expense | $ 139,368 | $ 118,368 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of Property and Equipment - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | $ 8,918,856 | $ 8,761,911 |
Less - accumulated depreciation | (952,135) | (812,767) |
Property and Equipment, net | 7,966,721 | 7,949,144 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 1,983,810 | 1,839,596 |
Computers and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 1,425,774 | 1,425,774 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 143,874 | 143,874 |
Automobile [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 101,269 | 101,269 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 656,255 | 499,310 |
Buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | $ 4,607,874 | $ 4,607,874 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Goodwill and Intangible Assets [Abstract] | ||
Amortization expenses | $ 208,014 | $ 180,124 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets (Details) - Schedule of Intangible Assets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Intangible Assets [Line Items] | ||
Accumulated amortization | $ (1,327,322) | $ (1,119,308) |
Intangibles assets, Net | 2,305,014 | 2,513,028 |
Client List [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Intangibles assets, Gross | 2,071,000 | 2,071,000 |
Noncompete Agreement [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Intangibles assets, Gross | 398,300 | 398,300 |
Trademark [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Intangibles assets, Gross | 1,117,200 | 1,117,200 |
Other Intangible Assets [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Intangibles assets, Gross | $ 45,836 | $ 45,836 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets (Details) - Schedule of Future Amortization Expense of Intangible Assets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Expected Future Amortization Expense of Intangible Assets [Abstract] | ||
Remainder of 2024 | $ 578,763 | |
2025 | 664,166 | |
2026 | 600,139 | |
2027 | 379,382 | |
2028 | 82,564 | |
Total | $ 2,305,014 | $ 2,513,028 |
Business Acquisitions (Details)
Business Acquisitions (Details) - Part 1 - USD ($) | 3 Months Ended | ||
Nov. 08, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Business Acquisitions [Line Items] | |||
Exchange payment | $ 800,000 | ||
Official closing price | 400,000 | $ 20,000 | |
Holdback agreement paid | 200,000 | ||
Real estate purchase agreement exchange | $ 590,000 | ||
Adjustment of amortization expense | $ 4,954 | ||
Valley Veterinary Hospital [Member] | |||
Business Acquisitions [Line Items] | |||
Combined acquisitions | $ 1,790,000 | ||
Advanced Veterinary Care of Pasco [Member] | |||
Business Acquisitions [Line Items] | |||
Maturity date | Jan. 01, 2023 | ||
Class A Common Stock [Member] | Valley Veterinary Hospital [Member] | |||
Business Acquisitions [Line Items] | |||
Share issued (in Shares) | 1 |
Business Acquisitions (Detail_2
Business Acquisitions (Details) - Schedule of Assets and Liabilities Assumed - Advanced Veterinary Care of Pasco [Member] | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Consideration: | |
Cash paid prior to the time of closing | $ 1,390,000 |
Note Payable | 400,000 |
Acquisition costs included in general and administrative | 39,535 |
Recognized amounts of identifiable assets acquired | |
Inventory | 74,405 |
Building | 445,786 |
Land | 144,214 |
Furniture, fixtures & equipment | 64,058 |
Trademark (5-year life) | 264,500 |
Non-compete agreement (2-year life) | 44,000 |
Client list (5-year life) | 220,000 |
Total identifiable net assets assumed | 1,256,963 |
Goodwill | 533,037 |
Total | $ 1,790,000 |
Business Acquisitions (Detail_3
Business Acquisitions (Details) - Schedule of Assets and Liabilities Assumed (Parentheticals) | Mar. 31, 2024 |
Trademark [Member] | |
Business Acquisitions (Details) - Schedule of Assets and Liabilities Assumed (Parentheticals) [Line Items] | |
Useful lives | 5 years |
Non-compete agreement [Member] | |
Business Acquisitions (Details) - Schedule of Assets and Liabilities Assumed (Parentheticals) [Line Items] | |
Useful lives | 2 years |
Client List [Member] | |
Business Acquisitions (Details) - Schedule of Assets and Liabilities Assumed (Parentheticals) [Line Items] | |
Useful lives | 5 years |
Business Acquisitions (Detail_4
Business Acquisitions (Details) - Schedule of Unaudited Pro Forma Consolidated Results of Operation | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Schedule of Unaudited Pro Forma Consolidated Results of Operation [Abstract] | |
Revenue | $ 4,723,308 |
Net Income (Loss) | $ (1,488,111) |
Debt (Details) - Part-1
Debt (Details) - Part-1 - USD ($) | 3 Months Ended | |||
Aug. 18, 2022 | Jun. 25, 2021 | Mar. 31, 2024 | Mar. 31, 2023 | |
Debt [Line Items] | ||||
Initial purchase percentage | 15% | |||
Aggregate issuance cost | $ 15,825 | $ 70,212 | ||
Farmers National Bank Of Danville [Member] | ||||
Debt [Line Items] | ||||
Debt-service coverage ratio | 1 | |||
Revolving Secured Credit Facility [Member] | Farmers National Bank Of Danville [Member] | ||||
Debt [Line Items] | ||||
Secured credit facility | $ 2,000,000 | |||
Closed end line | 120 days | |||
Purchase price percentage | 85% | |||
Initial purchase price | 15% | |||
Interest rate | 0.50% | |||
Revolving Secured Credit Facility [Member] | Minimum [Member] | Farmers National Bank Of Danville [Member] | ||||
Debt [Line Items] | ||||
New york prime rate | 3.57% | |||
Closed End Line of Credit [Member] | Farmers National Bank Of Danville [Member] | ||||
Debt [Line Items] | ||||
Loan amount | $ 8,000,000 | |||
Purchase price percentage | 85% | |||
Closed End Line of Credit [Member] | Minimum [Member] | Farmers National Bank Of Danville [Member] | ||||
Debt [Line Items] | ||||
New york prime rate | 3.57% | |||
Closed End Line of Credit [Member] | Within Two Years Of Entering Into The Term Loan [Member] | Farmers National Bank Of Danville [Member] | ||||
Debt [Line Items] | ||||
Outstanding principal rate | 2% | |||
Closed End Line of Credit [Member] | After Three Years From The Date Of Entering Into Term Loan And With Five Years Of Entering Into The Term Loan [Member] | Farmers National Bank Of Danville [Member] | ||||
Debt [Line Items] | ||||
Outstanding principal rate | 1% | |||
Closed End Line of Credit [Member] | Amendment Agreement [Member] | Farmers National Bank Of Danville [Member] | ||||
Debt [Line Items] | ||||
Amended date | Aug. 18, 2022 | |||
Aggregate issuance cost | $ 1,543 | $ 2,082 | ||
Closed End Line of Credit [Member] | First Five Years [Member] | Farmers National Bank Of Danville [Member] | ||||
Debt [Line Items] | ||||
Fixed interest rate | 3.98% | |||
Closed End Line of Credit [Member] | First Five Years [Member] | Amendment Agreement [Member] | Farmers National Bank Of Danville [Member] | ||||
Debt [Line Items] | ||||
Interest rate | 5.25% | |||
Closed End Line of Credit [Member] | After Five Years [Member] | Farmers National Bank Of Danville [Member] | ||||
Debt [Line Items] | ||||
Interest rate | 0.65% | |||
Closed End Line of Credit [Member] | After Five Years [Member] | Amendment Agreement [Member] | Farmers National Bank Of Danville [Member] | ||||
Debt [Line Items] | ||||
Purchase price percentage | 85% | |||
Interest rate | 0.65% | |||
Closed End Line of Credit [Member] | After Five Years [Member] | Amendment Agreement [Member] | Maximum [Member] | Farmers National Bank Of Danville [Member] | ||||
Debt [Line Items] | ||||
New york prime rate | 4.75% | |||
Term Loans To Acquire A Practise [Member] | Maximum [Member] | Farmers National Bank Of Danville [Member] | ||||
Debt [Line Items] | ||||
Exceed term | 10 years | |||
Practice Only Term Loans [Member] | Farmers National Bank Of Danville [Member] | ||||
Debt [Line Items] | ||||
Amortize period term | 9 years | |||
Real Estate Term Loan [Member] | Farmers National Bank Of Danville [Member] | ||||
Debt [Line Items] | ||||
Amortize period term | 19 years |
Debt (Details) - Part-2
Debt (Details) - Part-2 - USD ($) | Dec. 16, 2022 | Oct. 31, 2022 | Sep. 25, 2021 | Jan. 11, 2021 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Commercial Loan Two [Member] | ||||||||
Debt [Line Items] | ||||||||
Fixed interest rate | 4.35% | |||||||
First South National Bank [Member] | Commercial Loan Two [Member] | ||||||||
Debt [Line Items] | ||||||||
Loan amount | $ 1,278,400 | |||||||
Fixed interest rate | 4.35% | |||||||
Amended date | Jan. 25, 2031 | |||||||
Fixed rate loan monthly payments | $ 13,157 | |||||||
Commercial loan issuance costs | $ 253 | $ 251 | $ 10,085 | |||||
First South National Bank [Member] | Commercial Loans Three [Member] | ||||||||
Debt [Line Items] | ||||||||
Loan amount | 450,000 | |||||||
Acquisition Of Kuai Veterinary Clinic [Member] | Farmers National Bank Of Danville [Member] | Commercial Loans One [Member] | ||||||||
Debt [Line Items] | ||||||||
Loan amount | $ 1,105,000 | |||||||
Fixed interest rate | 4.35% | |||||||
Amended date | Feb. 25, 2041 | |||||||
Acquisition Of Kuai Veterinary Clinic [Member] | First South National Bank [Member] | Commercial Loans One [Member] | ||||||||
Debt [Line Items] | ||||||||
Fixed interest rate | 4.35% | |||||||
Fixed rate loan monthly payments | $ 6,903 | |||||||
Commercial loan issuance costs | 165 | 163 | 13,264 | |||||
Acquisition Of Kuai Veterinary Clinic [Member] | First South National Bank [Member] | Commercial Loans Three [Member] | ||||||||
Debt [Line Items] | ||||||||
Loan amount | $ 469,914 | |||||||
Fixed interest rate | 5.05% | 5.05% | ||||||
Amended date | Feb. 25, 2023 | |||||||
Fixed rate loan monthly payments | $ 27,164 | |||||||
Commercial loan issuance costs | 0 | 58 | $ 753 | |||||
Pony Express Practice Acquistion [Member] | First South National Bank [Member] | Commercial Loans One [Member] | ||||||||
Debt [Line Items] | ||||||||
Loan amount | $ 2,086,921 | |||||||
Fixed interest rate | 5.97% | |||||||
Amended date | Oct. 31, 2025 | |||||||
Fixed rate loan monthly payments | $ 23,138 | |||||||
Final monthly payment | 1,608,530 | |||||||
Pony Express Practice Acquistion [Member] | First Southern National Bank [Member] | Commercial Loans One [Member] | ||||||||
Debt [Line Items] | ||||||||
Commercial loan issuance costs | 2,123 | 2,100 | $ 25,575 | |||||
Pony Express Practice Acquistion [Member] | First Southern National Bank [Member] | Commercial Loan Two [Member] | ||||||||
Debt [Line Items] | ||||||||
Loan amount | $ 400,000 | |||||||
Fixed interest rate | 5.97% | |||||||
Amended date | Oct. 31, 2042 | |||||||
Fixed rate loan monthly payments | $ 2,859 | |||||||
Commercial loan issuance costs | 41 | 40 | 3,277 | |||||
Pony Express Practice Acquistion [Member] | First Southern National Bank [Member] | Commercial Loans Three [Member] | ||||||||
Debt [Line Items] | ||||||||
Loan amount | $ 700,000 | |||||||
Fixed interest rate | 6.75% | |||||||
Amended date | Apr. 01, 2023 | |||||||
Fixed rate loan monthly payments | $ 6,903 | |||||||
Final monthly payment | 423,278 | |||||||
Pony Express Practice Acquistion [Member] | First Southern National Bank [Member] | Commercial Loan Three [Member] | ||||||||
Debt [Line Items] | ||||||||
Commercial loan issuance costs | $ 0 | |||||||
Old Fourty One Practise Acquistion [Member] | First Southern National Bank [Member] | ||||||||
Debt [Line Items] | ||||||||
Loan amount | $ 568,000 | |||||||
Fixed interest rate | 6.50% | |||||||
Old Fourty One Practise Acquistion [Member] | First Southern National Bank [Member] | Commercial Loans One [Member] | ||||||||
Debt [Line Items] | ||||||||
Loan amount | $ 640,000 | |||||||
Fixed interest rate | 6.50% | |||||||
Amended date | Dec. 16, 2025 | |||||||
Fixed rate loan monthly payments | $ 4,772 | |||||||
Commercial loan issuance costs | 376 | 372 | 4,531 | |||||
Final monthly payment | $ 593,039 | |||||||
Old Fourty One Practise Acquistion [Member] | First Southern National Bank [Member] | Commercial Loan Two [Member] | ||||||||
Debt [Line Items] | ||||||||
Commercial loan issuance costs | $ 422 | $ 417 | $ 5,077 | |||||
Old Fourty One Practise Acquistion [Member] | First Southern National Bank [Member] | Commercial Loan Two [Member] | Original Issue Discount Secured Convertible Note loan [Member] | ||||||||
Debt [Line Items] | ||||||||
Fixed interest rate | 6.50% | |||||||
Old Fourty One Practise Acquistion [Member] | First Southern National Bank [Member] | Commercial Loans Two [Member] | ||||||||
Debt [Line Items] | ||||||||
Amended date | Dec. 16, 2025 | |||||||
Old Fourty One Practise Acquistion [Member] | Upto Twelve Months [Member] | First Southern National Bank [Member] | Commercial Loan Two [Member] | ||||||||
Debt [Line Items] | ||||||||
Fixed rate loan monthly payments | $ 2,830 | |||||||
Old Fourty One Practise Acquistion [Member] | After Twelve Months [Member] | First Southern National Bank [Member] | Commercial Loan Two [Member] | ||||||||
Debt [Line Items] | ||||||||
Fixed rate loan monthly payments | $ 7,443 |
Debt (Details) - Part-3
Debt (Details) - Part-3 - USD ($) | 1 Months Ended | 3 Months Ended | ||||
Aug. 31, 2023 | Jun. 30, 2023 | Nov. 18, 2022 | Dec. 31, 2021 | Mar. 31, 2024 | Mar. 31, 2023 | |
Debt [Line Items] | ||||||
Net proceeds | $ 500,000 | |||||
Aggregate issuance cost | $ 15,825 | 70,212 | ||||
Qualified financing multiplied period | 2 | |||||
Multiplier to conversion price | 0.65 | |||||
Automatic extension price | 0.6 | |||||
Gain loss on extinguishment of debt | $ (728,278) | |||||
Original Issue Discount Secured Convertible Note loan [Member] | ||||||
Debt [Line Items] | ||||||
Interest rate per annum | 12% | |||||
Bridge Loans [Member] | ||||||
Debt [Line Items] | ||||||
Aggregate issuance cost | $ 62,758 | |||||
Gain loss on extinguishment of debt | $ 16,105 | |||||
Conversion of Bridge Loan to Convertible Series A Preferred Stock [Member] | ||||||
Debt [Line Items] | ||||||
Conversion share price | $ 2,567,866 | |||||
Bridge Note [Member] | ||||||
Debt [Line Items] | ||||||
Warrants outstanding term | 5 years | |||||
Fair value of warrant | $ 429,284 | |||||
Target Capital 1, LLC [Member] | Original Issue Discount Secured Convertible Note loan [Member] | ||||||
Debt [Line Items] | ||||||
Loan amount | $ 1,136,364 | |||||
Maturity date | Mar. 31, 2023 | |||||
Percentage of face value | 50% | |||||
Debt instrument percentage of discount | 12% | |||||
Interest rate per annum | 12% | 12% | ||||
Percentage of gross revenue | 20% | |||||
Multiplier to conversion price | 0.65 | |||||
Automatic extension price | 0.6 | |||||
Stock issued during period shares (in Shares) | 412 | |||||
Capital, LLC [Member] | Original Issue Discount Secured Convertible Note loan [Member] | ||||||
Debt [Line Items] | ||||||
Percentage of face value | 50% | |||||
622 Capital LLC [Member] | Original Issue Discount Secured Convertible Note loan [Member] | ||||||
Debt [Line Items] | ||||||
Loan amount | $ 568,182 | |||||
Interest rate per annum | 12% | 12% | ||||
Percentage of gross revenue | 20% | |||||
Debt instrument initial maturity date | Jan. 24, 2023 | |||||
Conversion of Bridge Loan to Convertible Series A Preferred Stock [Member] | ||||||
Debt [Line Items] | ||||||
Debt conversion shares issued (in Shares) | 442,458 | |||||
Conversion of Bridge Loan to Convertible Series A Preferred Stock [Member] | Lender One [Member] | ||||||
Debt [Line Items] | ||||||
Debt conversion shares issued (in Shares) | 29,896 | |||||
Conversion of Bridge Loan to Convertible Series A Preferred Stock [Member] | Lender Two [Member] | ||||||
Debt [Line Items] | ||||||
Debt conversion shares issued (in Shares) | 352,771 | |||||
Conversion of Bridge Loan to Convertible Series A Preferred Stock [Member] | Lender Three [Member] | ||||||
Debt [Line Items] | ||||||
Debt conversion shares issued (in Shares) | 59,792 | |||||
Dragon Dynamic Catalytic Bridge SAC [Member] | ||||||
Debt [Line Items] | ||||||
Loan amount | $ 2,500,000 | |||||
Measurement Input, Share Price [Member] | Bridge Note [Member] | ||||||
Debt [Line Items] | ||||||
Warrant exercise price | 0.44 | |||||
Measurement Input, Price Volatility [Member] | Bridge Note [Member] | ||||||
Debt [Line Items] | ||||||
Volatility rate | 27% | |||||
Risk-Free Rate [Member] | Bridge Note [Member] | ||||||
Debt [Line Items] | ||||||
Volatility rate | 1.53% | |||||
Initial Maturity Date [Member] | Target Capital 1, LLC [Member] | Original Issue Discount Secured Convertible Note loan [Member] | ||||||
Debt [Line Items] | ||||||
Fair value amount of debt | $ 1,136,364 | |||||
Percentage price | 120% | |||||
Initial Maturity Date [Member] | 622 Capital LLC [Member] | Original Issue Discount Secured Convertible Note loan [Member] | ||||||
Debt [Line Items] | ||||||
Fair value amount of debt | 568,182 | |||||
Percentage price | 120% | |||||
Initial Maturity Date [Member] | Target Capital 1, LLC [Member] | Original Issue Discount Secured Convertible Note loan [Member] | ||||||
Debt [Line Items] | ||||||
Fair value amount of debt | $ 1,136,364 | |||||
Percentage price | 120% | |||||
Initial Maturity Date [Member] | 622 Capital LLC [Member] | Original Issue Discount Secured Convertible Note loan [Member] | ||||||
Debt [Line Items] | ||||||
Fair value amount of debt | $ 568,182 | |||||
Percentage price | 120% | |||||
Short Term Secured Convertible Notes [Member] | Dragon Dynamic Catalytic Bridge SAC [Member] | ||||||
Debt [Line Items] | ||||||
Loan amount | $ 2,500,000 | |||||
Original issue discount rate | 12% | |||||
Maturity date | Jan. 24, 2023 | |||||
Original issue discount amount | $ 300,000 | |||||
Conversion price rate | 40% | |||||
Net proceeds | $ 1,100,000 | |||||
Issuance costs | 70,500 | |||||
Debt issuance costs gross two | $ 54,000 | |||||
Aggregate issuance cost | $ 0 | $ 62,758 | ||||
Percentage of face value | 50% | |||||
Share price triggering warrant redemption | 10 days | |||||
Short Term Secured Convertible Notes [Member] | Dragon Dynamic Catalytic Bridge SAC [Member] | Bridge Note [Member] | ||||||
Debt [Line Items] | ||||||
Percentage of face value | 75% | |||||
Class A Common Stock [Member] | Target Capital 1, LLC [Member] | Original Issue Discount Secured Convertible Note loan [Member] | ||||||
Debt [Line Items] | ||||||
Percentage of face value | 75% | |||||
Class A Common Stock [Member] | Capital, LLC [Member] | Original Issue Discount Secured Convertible Note loan [Member] | ||||||
Debt [Line Items] | ||||||
Percentage of face value | 75% | |||||
Class A Common Stock [Member] | Short Term Secured Convertible Notes [Member] | Dragon Dynamic Catalytic Bridge SAC [Member] | Bridge Note [Member] | ||||||
Debt [Line Items] | ||||||
Percentage of face value | 100% | |||||
IPO [Member] | Conversion of Bridge Loan to Convertible Series A Preferred Stock [Member] | ||||||
Debt [Line Items] | ||||||
Conversion share price | $ 4 | |||||
IPO [Member] | Short Term Secured Convertible Notes [Member] | Dragon Dynamic Catalytic Bridge SAC [Member] | ||||||
Debt [Line Items] | ||||||
IPO discount rate | 35% |
Debt (Details) - Part-4
Debt (Details) - Part-4 - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Feb. 28, 2024 | Aug. 31, 2023 | Dec. 28, 2021 | Mar. 18, 2021 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2022 | |
Debt [Line Items] | ||||||||
Issuance of convertible debentures | $ 650,000 | |||||||
Percentage of accrued interest | 6% | |||||||
Convertible Debentures [Member] | ||||||||
Debt [Line Items] | ||||||||
Issuance of convertible debentures | $ 2,102,500 | $ 2,102,500 | $ 650,000 | $ 1,612,000 | ||||
Subordinated convertible percentage | 6% | 6% | 6% | 6% | ||||
Discount price percentage | 25% | |||||||
Exceed term | 5 years | |||||||
Debenture issuance cost | $ 40,000 | |||||||
Amortized | $ 1,972 | $ 1,993 | $ 1,972 | |||||
Principal balance paid | $ 250,000 | |||||||
Investor principal balance | $ 100,000 | |||||||
Convertible Debenture Principal Conversion to Class A Common Stock [Member] | ||||||||
Debt [Line Items] | ||||||||
Debenture convert amount | 4,014,500 | |||||||
Convertible Debenture Interest Conversion to Class A Common Stock [Member] | ||||||||
Debt [Line Items] | ||||||||
Debenture convert amount | $ 399,818 | |||||||
Convertible Debenture Conversion to Class A Common Stock [Member] | ||||||||
Debt [Line Items] | ||||||||
Debt conversion shares issued (in Shares) | 14,953 | |||||||
Price per share (in Dollars per share) | $ 30 | |||||||
IPO [Member] | ||||||||
Debt [Line Items] | ||||||||
Price per share (in Dollars per share) | $ 40 | |||||||
IPO [Member] | Convertible Notes Payable [Member] | ||||||||
Debt [Line Items] | ||||||||
Conversion share price | $ 1,569,395 |
Debt (Details) - Part-5
Debt (Details) - Part-5 - USD ($) | 3 Months Ended | ||||||
Jan. 18, 2024 | Nov. 28, 2023 | Aug. 10, 2023 | May 30, 2023 | Mar. 31, 2024 | Mar. 26, 2024 | Dec. 31, 2023 | |
Debt [Line Items] | |||||||
Loss on debt | $ 728,278 | $ 441,618 | |||||
Financing arrangement | $ 531,071 | ||||||
Payments to decrease | $ 56,800 | ||||||
OID and issuance cost | $ 379,313 | ||||||
Convertible note payable | $ 250,000 | ||||||
Convertible note payable percentage | 15% | ||||||
Conversion price per share (in Dollars per share) | $ 0.03 | ||||||
Convertible note payable increase percentage | 20% | ||||||
Face value | $ 1,000,000 | ||||||
Fixed conversion price percentage | 20% | ||||||
OID [Member] | |||||||
Debt [Line Items] | |||||||
Convertible note payable percentage | 30% | ||||||
Convertible note payable increase percentage | 50% | ||||||
Loans Payable [Member] | |||||||
Debt [Line Items] | |||||||
Increased the effective rate | 49% | 41% | 49% | ||||
Loss on Reacquired Debt [Member] | |||||||
Debt [Line Items] | |||||||
Loss on debt | $ 485,436 | ||||||
Convertible Notes Payable [Member] | |||||||
Debt [Line Items] | |||||||
Convertible note payable percentage | 20% | ||||||
Loans Payable [Member] | |||||||
Debt [Line Items] | |||||||
Gross proceeds debt | 549,185 | $ 507,460 | $ 1,050,000 | ||||
Fixed rate loan monthly payments | $ 86,214 | $ 76,071 | $ 57,346 | ||||
Due payments period | Jun. 06, 2023 | ||||||
Increased the effective rate | 52% | ||||||
Original issuance discount | $ 441,000 | ||||||
Debenture issuance cost | $ 50,000 | ||||||
Loan payable | $ 1,032,540 | ||||||
Outstanding balance of loan payable | $ 2,809,820 |
Debt (Details) - Schedule of No
Debt (Details) - Schedule of Notes Payable to FNBD - FNDB [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Debt (Details) - Schedule of Notes Payable to FNBD [Line Items] | ||
Original Principal | $ 9,713,423 | |
Notes Payable | 9,141,096 | $ 9,309,286 |
Issuance Cost | 84,424 | |
Notes Payable One [Member] | ||
Debt (Details) - Schedule of Notes Payable to FNBD [Line Items] | ||
Original Principal | 237,272 | |
Notes Payable | 235,150 | 237,272 |
Issuance Cost | $ 6,108 | |
Acquisition | CAH | |
Entered | Dec. 27, 2021 | |
Maturity | Dec. 27, 2041 | |
Interest | 3.98% | |
Notes Payable Two [Member] | ||
Debt (Details) - Schedule of Notes Payable to FNBD [Line Items] | ||
Original Principal | $ 231,987 | |
Notes Payable | 226,582 | 231,987 |
Issuance Cost | $ 6,108 | |
Acquisition | CAH | |
Entered | Dec. 27, 2021 | |
Maturity | Dec. 27, 2031 | |
Interest | 3.98% | |
Notes Payable Three [Member] | ||
Debt (Details) - Schedule of Notes Payable to FNBD [Line Items] | ||
Original Principal | $ 216,750 | |
Notes Payable | 214,812 | 216,750 |
Issuance Cost | $ 5,370 | |
Acquisition | P&F | |
Entered | Dec. 27, 2021 | |
Maturity | Dec. 27, 2041 | |
Interest | 3.98% | |
Notes Payable Four [Member] | ||
Debt (Details) - Schedule of Notes Payable to FNBD [Line Items] | ||
Original Principal | $ 318,750 | |
Notes Payable | 311,323 | 318,750 |
Issuance Cost | $ 5,370 | |
Acquisition | P&F | |
Entered | Dec. 27, 2021 | |
Maturity | Dec. 27, 2031 | |
Interest | 3.98% | |
Notes Payable Five [Member] | ||
Debt (Details) - Schedule of Notes Payable to FNBD [Line Items] | ||
Original Principal | $ 817,135 | |
Notes Payable | 804,374 | 817,135 |
Issuance Cost | $ 3,085 | |
Acquisition | Pasco | |
Entered | Jan. 14, 2022 | |
Maturity | Jan. 14, 2032 | |
Interest | 3.98% | |
Notes Payable Six [Member] | ||
Debt (Details) - Schedule of Notes Payable to FNBD [Line Items] | ||
Original Principal | $ 478,098 | |
Notes Payable | 478,098 | 478,098 |
Issuance Cost | $ 1,898 | |
Acquisition | Lytle | |
Entered | Mar. 15, 2022 | |
Maturity | Mar. 15, 2032 | |
Interest | 3.98% | |
Notes Payable Seven [Member] | ||
Debt (Details) - Schedule of Notes Payable to FNBD [Line Items] | ||
Original Principal | $ 663,000 | |
Notes Payable | 663,000 | 663,000 |
Issuance Cost | $ 11,875 | |
Acquisition | Lytle | |
Entered | Mar. 15, 2022 | |
Maturity | Mar. 15, 2042 | |
Interest | 3.98% | |
Notes Payable Eight [Member] | ||
Debt (Details) - Schedule of Notes Payable to FNBD [Line Items] | ||
Original Principal | $ 425,000 | |
Notes Payable | 425,000 | 425,000 |
Issuance Cost | $ 7,855 | |
Acquisition | Kern | |
Entered | Mar. 22, 2022 | |
Maturity | Mar. 22, 2042 | |
Interest | 3.98% | |
Notes Payable Nine [Member] | ||
Debt (Details) - Schedule of Notes Payable to FNBD [Line Items] | ||
Original Principal | $ 1,275,000 | |
Notes Payable | 1,275,000 | 1,275,000 |
Issuance Cost | $ 4,688 | |
Acquisition | Kern | |
Entered | Mar. 22, 2022 | |
Maturity | Mar. 22, 2032 | |
Interest | 3.98% | |
Notes Payable Ten [Member] | ||
Debt (Details) - Schedule of Notes Payable to FNBD [Line Items] | ||
Original Principal | $ 246,500 | |
Notes Payable | 246,500 | 246,500 |
Issuance Cost | $ 5,072 | |
Acquisition | Bartow | |
Entered | May 18, 2022 | |
Maturity | May 18, 2042 | |
Interest | 3.98% | |
Notes Payable Eleven [Member] | ||
Debt (Details) - Schedule of Notes Payable to FNBD [Line Items] | ||
Original Principal | $ 722,500 | |
Notes Payable | 722,500 | 722,500 |
Issuance Cost | $ 2,754 | |
Acquisition | Bartow | |
Entered | May 18, 2022 | |
Maturity | May 18, 2032 | |
Interest | 3.98% | |
Notes Payable Twelve [Member] | ||
Debt (Details) - Schedule of Notes Payable to FNBD [Line Items] | ||
Original Principal | $ 382,500 | |
Notes Payable | 382,500 | 382,500 |
Issuance Cost | $ 1,564 | |
Acquisition | Dietz | |
Entered | Jun. 15, 2022 | |
Maturity | Jun. 15, 2032 | |
Interest | 3.98% | |
Notes Payable Thirteen [Member] | ||
Debt (Details) - Schedule of Notes Payable to FNBD [Line Items] | ||
Original Principal | $ 445,981 | |
Notes Payable | 445,981 | 445,981 |
Issuance Cost | $ 1,786 | |
Acquisition | Aberdeen | |
Entered | Jul. 19, 2022 | |
Maturity | Jul. 29, 2032 | |
Interest | 3.98% | |
Notes Payable Fourteen [Member] | ||
Debt (Details) - Schedule of Notes Payable to FNBD [Line Items] | ||
Original Principal | $ 1,020,000 | |
Notes Payable | 1,020,000 | 1,020,000 |
Issuance Cost | $ 8,702 | |
Acquisition | All Breed | |
Entered | Aug. 12, 2022 | |
Maturity | Aug. 12, 2042 | |
Interest | 3.98% | |
Notes Payable Fifteen [Member] | ||
Debt (Details) - Schedule of Notes Payable to FNBD [Line Items] | ||
Original Principal | $ 519,527 | |
Notes Payable | 519,527 | 519,527 |
Issuance Cost | $ 3,159 | |
Acquisition | All Breed | |
Entered | Aug. 12, 2022 | |
Maturity | Aug. 12, 2032 | |
Interest | 3.98% | |
Notes Payable Sixteen [Member] | ||
Debt (Details) - Schedule of Notes Payable to FNBD [Line Items] | ||
Original Principal | $ 225,923 | |
Notes Payable | 225,923 | 225,923 |
Issuance Cost | $ 3,159 | |
Acquisition | All Breed | |
Entered | Aug. 12, 2022 | |
Maturity | Aug. 12, 2032 | |
Interest | 5.25% | |
Notes Payable Seventeen [Member] | ||
Debt (Details) - Schedule of Notes Payable to FNBD [Line Items] | ||
Original Principal | $ 637,500 | |
Notes Payable | 637,500 | 637,500 |
Issuance Cost | $ 2,556 | |
Acquisition | Williamsburg | |
Entered | Dec. 08, 2022 | |
Maturity | Dec. 08, 2032 | |
Interest | 5.25% | |
Notes Payable Eighteen [Member] | ||
Debt (Details) - Schedule of Notes Payable to FNBD [Line Items] | ||
Original Principal | $ 850,000 | |
Notes Payable | 850,000 | $ 850,000 |
Issuance Cost | $ 3,315 | |
Acquisition | Valley Vet | |
Entered | Nov. 08, 2023 | |
Maturity | Nov. 08, 2033 | |
Interest | 5.25% |
Debt (Details) - Schedule of _2
Debt (Details) - Schedule of Notes Payable to FSB - First South National Bank [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Notes Payable Nineteen [Member] | ||
Debt (Details) - Schedule of Notes Payable to FSB [Line Items] | ||
Original Principal | $ 1,105,000 | |
Notes Payable | 987,082 | $ 997,010 |
Issuance Cost | $ 13,264 | |
Acquisition | KVC | |
Entered | Jan. 25, 2021 | |
Maturity | Feb. 25, 2041 | |
Interest | 4.35% | |
Notes Payable Twenty [Member] | ||
Debt (Details) - Schedule of Notes Payable to FSB [Line Items] | ||
Original Principal | $ 1,278,400 | |
Notes Payable | 931,696 | 960,849 |
Issuance Cost | $ 10,085 | |
Acquisition | KVC | |
Entered | Jan. 25, 2021 | |
Maturity | Jan. 25, 2031 | |
Interest | 4.35% | |
Notes Payable Twenty One [Member] | ||
Debt (Details) - Schedule of Notes Payable to FSB [Line Items] | ||
Original Principal | $ 469,914 | |
Notes Payable | ||
Issuance Cost | $ 753 | |
Acquisition | KVC | |
Entered | Jan. 25, 2021 | |
Maturity | Feb. 25, 2023 | |
Interest | 5.05% | |
Notes Payable Twenty Two [Member] | ||
Debt (Details) - Schedule of Notes Payable to FSB [Line Items] | ||
Original Principal | $ 2,086,921 | |
Notes Payable | 1,861,227 | 1,902,452 |
Issuance Cost | $ 25,575 | |
Acquisition | Pony Express | |
Entered | Oct. 31, 2022 | |
Maturity | Oct. 31, 2025 | |
Interest | 5.97% | |
Notes Payable Twenty Four [Member] | ||
Debt (Details) - Schedule of Notes Payable to FSB [Line Items] | ||
Original Principal | $ 400,000 | |
Notes Payable | 384,624 | 387,433 |
Issuance Cost | $ 3,277 | |
Acquisition | Pony Express | |
Entered | Oct. 31, 2022 | |
Maturity | Oct. 31, 2042 | |
Interest | 5.97% | |
Notes Payable Twenty Five [Member] | ||
Debt (Details) - Schedule of Notes Payable to FSB [Line Items] | ||
Original Principal | $ 568,000 | |
Notes Payable | 508,385 | 520,697 |
Issuance Cost | $ 4,531 | |
Acquisition | Old 41 | |
Entered | Dec. 16, 2022 | |
Maturity | Dec. 16, 2025 | |
Interest | 6.50% | |
Notes Payable Twenty Six [Member] | ||
Debt (Details) - Schedule of Notes Payable to FSB [Line Items] | ||
Original Principal | $ 640,000 | |
Notes Payable | 619,660 | 623,861 |
Issuance Cost | $ 5,077 | |
Acquisition | Old 41 | |
Entered | Dec. 16, 2022 | |
Maturity | Dec. 16, 2025 | |
Interest | 6.50% | |
Notes Payable Twenty Seven [Member] | ||
Debt (Details) - Schedule of Notes Payable to FSB [Line Items] | ||
Original Principal | $ 375,000 | |
Notes Payable | 375,000 | 375,000 |
Issuance Cost | $ 6,877 | |
Acquisition | Valley Vet | |
Entered | Nov. 08, 2023 | |
Maturity | Nov. 08, 2024 | |
Interest | 8.50% | |
First South National Bank [Member] | ||
Debt (Details) - Schedule of Notes Payable to FSB [Line Items] | ||
Original Principal | $ 7,623,235 | |
Notes Payable | 5,667,674 | $ 5,767,302 |
Issuance Cost | $ 69,439 |
Debt (Details) - Schedule of _3
Debt (Details) - Schedule of Notes Payable - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Tabular Form of Notes Payable [Abstract] | ||
FNBD Notes Payable | $ 9,141,096 | $ 9,309,286 |
FSNB Notes Payable | 5,667,674 | 5,767,302 |
Total notes payable | 14,808,770 | 15,076,588 |
Unamortized debt issuance costs | (116,540) | (124,170) |
Notes payable, net of issuance cost | 14,692,230 | 14,952,418 |
Less current portion | (1,203,402) | (1,469,043) |
Long-term portion | $ 13,488,828 | $ 13,483,375 |
Debt (Details) - Schedule of _4
Debt (Details) - Schedule of Notes Payable Repayment Requirements | Mar. 31, 2024 USD ($) |
Schedule of Tabular Form of Maturities of Notes Payable [Abstract] | |
Remainder of 2024 | $ 1,203,402 |
2025 | 3,776,189 |
2026 | 1,008,110 |
2027 | 1,052,832 |
2028 | 1,098,387 |
Thereafter | $ 6,669,850 |
Debt (Details) - Schedule of Br
Debt (Details) - Schedule of Bridge Note - Bridge note [Member] | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Schedule of Bridge Notes [Line Items] | |
Bridge notes, December 31, 2022 | $ 3,899,156 |
Amortization of original issue discount | 116,656 |
Amortization of warrant discount | 125,975 |
Amortization of debt issuance costs | 62,758 |
Bridge notes, March 31, 2023 | $ 4,204,545 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | ||
Jan. 01, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Related Party Transactions [Line Items] | |||
Incurred expenses | $ 68,027 | $ 229,614 | |
Volatility rate | 27.13% | ||
Percentage of risk-free rate | 3.94% | ||
Kimball Carr, Chief Executive Officer (CEO) and Chairman of the board of directors [Member] | |||
Related Party Transactions [Line Items] | |||
Warrants of Class A common stock issuable (in Shares) | 500 | ||
Warrant expires | Jan. 01, 2028 | ||
Year term | 5 years | ||
General and administrative expenses | 2,701 | ||
Consulting Agreement [Member] | Star Circle Advisory Group, LLC [Member] | |||
Related Party Transactions [Line Items] | |||
Payable amount | 33,000 | ||
Service Agreements [Member] | |||
Related Party Transactions [Line Items] | |||
Incurred expenses | $ 0 | $ 99,000 | |
Warrant [Member] | |||
Related Party Transactions [Line Items] | |||
Common share price per share (in Dollars per share) | $ 1.73 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 3 Months Ended | |||||
Jun. 30, 2023 | Nov. 15, 2022 | Mar. 31, 2024 | Dec. 31, 2023 | Nov. 07, 2023 | Mar. 31, 2023 | |
Stockholders Equity [Line Items] | ||||||
Authorized to issue shares | 71,000,000 | |||||
Preferred stock, shares authorized | 50,000,000 | |||||
Preferred stock, par value | $ 0.0001 | |||||
Preferred stock, convertible, conversion price | $ 1 | |||||
Percentage of shares to be issued upon exercise of the new warrants | 75% | |||||
Preferred Stock [Member] | ||||||
Stockholders Equity [Line Items] | ||||||
Preferred stock, shares authorized | 2,000,000 | |||||
Equal To Volume Weighted Average Price [Member] | ||||||
Stockholders Equity [Line Items] | ||||||
Percentage of conversion price | 60% | |||||
Equal To Per Share Price Of IPO [Member] | ||||||
Stockholders Equity [Line Items] | ||||||
Percentage of conversion price | 50% | |||||
Equal To Price Of Underwritten Initial Public Offering [Member] | ||||||
Stockholders Equity [Line Items] | ||||||
Percentage of conversion price | 60% | |||||
Alchemy Advisory, LLC [Member] | ||||||
Stockholders Equity [Line Items] | ||||||
Stock or unit option plan expense | $ 40,000 | |||||
Fair value expenses | $ 0 | $ 36,042 | ||||
Alchemy Advisory, LLC [Member] | Common Stock [Member] | ||||||
Stockholders Equity [Line Items] | ||||||
Fair value of the common stock | 72,084 | |||||
662 Capital LLC [Member] | ||||||
Stockholders Equity [Line Items] | ||||||
Fair value of the common stock | $ 144,168 | |||||
Fair value expenses | $ 0 | $ 72,804 | ||||
Class A Common Stock [Member] | ||||||
Stockholders Equity [Line Items] | ||||||
Designated shares | 1,000,000 | 1,000,000 | ||||
Common stock par value | $ 0.0001 | $ 0.0001 | ||||
Common stock, voting rights | one (1) vote for each share | |||||
Class A Common Stock [Member] | Alchemy Advisory, LLC [Member] | ||||||
Stockholders Equity [Line Items] | ||||||
Restricted shares issued | 83 | |||||
Class A Common Stock [Member] | 662 Capital LLC [Member] | ||||||
Stockholders Equity [Line Items] | ||||||
Restricted shares issued | 417 | |||||
Class B Common Stock [Member] | ||||||
Stockholders Equity [Line Items] | ||||||
Designated shares | 20,000,000 | 20,000,000 | ||||
Common stock par value | $ 0.0001 | $ 0.0001 | ||||
Common stock, voting rights | twenty-five (25) votes for each share | |||||
Series A Preferred Stock [Member] | ||||||
Stockholders Equity [Line Items] | ||||||
Preferred stock, par value | $ 0.0001 | |||||
Price per share | $ 1,000 | |||||
Preferred stock outstanding | 12% | |||||
Series A Preferred Stock [Member] | Bridge Note [Member] | ||||||
Stockholders Equity [Line Items] | ||||||
Debt conversion, converted instrument, shares issued | 442.458 | |||||
IPO [Member] | Class A Common Stock [Member] | ||||||
Stockholders Equity [Line Items] | ||||||
Designated shares | 1,000,000 | |||||
IPO [Member] | Class B Common Stock [Member] | ||||||
Stockholders Equity [Line Items] | ||||||
Designated share | 20,000,000 | |||||
IPO [Member] | Series A Preferred Stock [Member] | ||||||
Stockholders Equity [Line Items] | ||||||
Preferred stock, convertible, conversion price | $ 4 | |||||
Preferred stock convertible, beneficial conversion feature | $ 2,567,866 |
Retirement Plan (Details)
Retirement Plan (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Savings Incentive Match Plan [Member] | ||
Retirement Plan [Line Items] | ||
Contributed and expensed | $ 40,264 | $ 4,995 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Taxes [Line Items] | ||
Tax benefit |
Leases (Details) - Schedule of
Leases (Details) - Schedule of Lease Expense Included on the Company’s Unaudited Consolidated Statements of Operations - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Schedule of Consolidated Statements of Operations [Abstract] | ||
Amortization of ROU asset | $ 53,831 | $ 28,875 |
Accretion of Operating lease liability | 10,541 | 7,385 |
Total operating lease expense | 64,372 | 36,260 |
Other lease expense | (2,026) | 11,708 |
Total | $ 62,346 | $ 47,968 |
Weighted-average remaining lease term: | ||
Operating leases (in years) | 9 years 4 months 6 days | 9 years 3 months 14 days |
Weighted-average Discount rate: | ||
Operating leases | 7.04% | 7.083% |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of Leases Were Presented on the Unaudited Condensed Balance Sheets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Assets: | ||
Operating lease assets | $ 1,562,367 | $ 1,616,198 |
Liabilities: | ||
Operating lease liabilities | 133,113 | 141,691 |
Operating lease liabilities | 1,482,514 | 1,514,044 |
Total lease liabilities | $ 1,615,627 | $ 1,655,735 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of Future Minimum Lease Payments - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Future Minimum Lease Payments [Abstract] | ||
Remainder of 2024 | $ 181,811 | |
2025 | 230,198 | |
2026 | 231,959 | |
2027 | 233,619 | |
2028 | 238,078 | |
Thereafter | 1,100,287 | |
Undiscounted cash flows | 2,215,952 | |
Less: imputed interest | (600,325) | |
Lease liability | $ 1,615,627 | $ 1,655,735 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | ||||
Feb. 14, 2024 | Dec. 28, 2023 | Nov. 30, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | |
Commitments and Contingencies [Line Items] | |||||
Percentage of purchase price | 95% | ||||
Description of purchase agreement | the Company may not require the Investor to purchase, and the Investor will have no obligation to purchase, shares of Class A common stock in excess of a number equal to the lowest of (i) 100% of the average daily trading volume of the Class A common stock on the Nasdaq Capital Market (or any other eligible national stock exchange, as applicable) for the five consecutive trading days immediately prior to the trading date on which a valid purchase notice is delivered to the Investor, (ii) a 30% discount to the daily trading volume in the Class A common stock on the Nasdaq Capital Market (or any other eligible national stock exchange, as applicable), and (iii) $2 million divided by the volume-weighted average price for the Class A common stock on the trading day immediately prior to the trading date on which a valid purchase notice is delivered to the Investor. | ||||
Percentage of ownership limitation | 4.99% | 19.99% | |||
Investor exercise warrant amount (in Dollars) | $ 3,375,458 | ||||
Purchase of shares (in Shares) | 16,549 | ||||
Revenue percentage | 110% | ||||
Holdback Agreement [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Purchase price amount (in Dollars) | $ 200,000 | ||||
Contingent owners amount (in Dollars) | $ 80,000 | ||||
Valley Vet Practice’s [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Revenue percentage | 105% | ||||
Revenue contingent owners amount (in Dollars) | $ 120,000 | ||||
Warrant [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Exercise price per share (in Dollars per share) | $ 0.01 | ||||
Class A Common Stock [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Purchase amount (in Shares) | 30,000,000 | ||||
Common stock issued and outstanding percentage | 19.99% | ||||
Divided common stock value (in Dollars) | $ 600,000 | ||||
Cash fee (in Dollars) | $ 600,000 | ||||
Common stock outstanding percentage | 4.99% | ||||
Exercise price per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Percentage of ownership limitation | 19.99% | ||||
Class A Common Stock [Member] | Purchase Limits [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Investor shares (in Shares) | 12,143 | ||||
Class A Common Stock [Member] | Investor [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Purchase amount (in Shares) | 30,000,000 | ||||
Cash fee (in Dollars) | $ 600,000 | ||||
Common stock outstanding percentage | 4.99% | ||||
Shares issued (in Shares) | 12,143 | ||||
Class A Common Stock [Member] | Warrant [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Investor exercise warrant amount (in Dollars) | $ 600,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Apr. 04, 2024 | Mar. 07, 2024 |
Subsequent Events [Line Items] | ||
Financing arrangement borrowings | $ 518,750 | |
Payments to increase financing arrangement | $ 90,229 | |
Refinancing Loan Payable [Member] | ||
Subsequent Events [Line Items] | ||
Effective interest rate | 49% | |
Subsequent Event [Member] | ||
Subsequent Events [Line Items] | ||
Financing arrangement borrowings | $ 400,000 | |
Payments to increase financing arrangement | $ 21,600 | |
Subsequent Event [Member] | New Loan Payable [Member] | ||
Subsequent Events [Line Items] | ||
Effective interest rate | 51% |