United States securities and exchange commission logo
February 14, 2023
Kimball Carr
Chief Executive Officer
Inspire Veterinary Partners, Inc.
780 Lynnhaven Parkway
Suite 400
Virginia Beach, VA 23452
Re: Inspire Veterinary
Partners, Inc.
Amendment No. 3 to
Draft Registration Statement on Form S-1
Submitted January
30, 2023
Amendment No. 4 to
Draft Registration Statement on Form S-1
Submitted February
2, 2023
CIK No.: 0001939365
Dear Kimball Carr:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
January 21, 2023 letter.
Draft Registration Statement on Form S-1 Filed on January 30, 2023 and
February 2, 2023
Prospectus Summary, page 1
1. We refer to your
revised disclosure that you also provide equine care as of December
2022. To the extent
correct, please revise to balance such information by explaining that
only one location
provides equine care, and that the other locations are small animal
practices.
Kimball Carr
FirstName LastNameKimball Carr
Inspire Veterinary Partners, Inc.
Comapany14,
February NameInspire
2023 Veterinary Partners, Inc.
February
Page 2 14, 2023 Page 2
FirstName LastName
Risk Factors
The animal health industry is highly competitive, page 19
2. You state in this revised disclosure that you believe many of your
competitors are
conducting R&D activities in areas served by your products and or
services, and that you
also face competition from manufacturers of drugs globally, as well as
producers of
nutritional health products and animal health service providers.
Please expand your
discussion to further explain these risks. For example, explain which
R&D activities your
competitors are conducting and how this may affect competition for
your products and
services.
Selling Stockholders, page 28
3. We note your revisions in response to our prior comment 4 and your
statement that the
disclosure in this section is based on 6,553,632 shares of Class A
common stock and
4,300,000 shares of Class B common stock expected to be outstanding
upon the
consummation of the primary offering, and assumes the conversion of
all outstanding
convertible debt and the exercise of all outstanding warrants.
However, your disclosures
elsewhere, including on pages 8 and 24, disclose that there will be
10,853,632 shares of
Class A common stock outstanding after the offering. Please revise to
address the
discrepancy. In addition, for each selling shareholder, except with
respect to owned
outstanding shares of Class A common stock, please revise each
shareholder's
corresponding footnote to clearly disclose the anticipated number of
shares of Class A
common stock to be owned (e.g., that the share amount in the table
reflects a specified
number of shares of Class A common stock upon conversion of
convertible promissory
notes). Also add a discussion explaining how you made such
calculations, (e.g., assuming
a specified initial public offering price and a corresponding assumed
conversion price). In
this regard, we note the statement in footnote 28 that only 878,790
shares of common
stock are outstanding. Ensure that the information presented in this
section is as of a
recent date. Also explain why you have indicated that certain
shareholders will hold a
certain percentage of shares after the offering, but you have not
included the number of
shares owned in the "Total Shares" column.
4. We refer to the penultimate paragraph on page 30, and note that the
disclosures in this
revised table and in the revised beneficial ownership table indicates
that certain
shareholders subject to a lock-up, such as Messrs. Carr, Lau, and
Marten, and Best Future
Investment, are expected to sell shares in the secondary offering. We
note that you state
on page 31 that the offering by the selling stockholders will remain
open for 180 days
following the date of the prospectus, and that these shareholders who
are subject to a lock-
up are subject to such lock-up for the same duration and would need
the underwriter's
prior written consent in order to sell. For each shareholder subject
to the lock-up, please
include a footnote next to the amount and percentage to be owned by
such shareholder to
disclose any consent that the underwriter has already provided.
Kimball Carr
FirstName LastNameKimball Carr
Inspire Veterinary Partners, Inc.
Comapany14,
February NameInspire
2023 Veterinary Partners, Inc.
February
Page 3 14, 2023 Page 3
FirstName LastName
Summary of Results of Operations, page 40
5. We note your response to comment 11. Pursuant to Item 303(b)(2)(iii)
of Regulation S-K,
please separately quantify the extent to which each material factor
contributed to changes
in revenue. In this regard, we would expect quantification of the
extent to which price
increases contributed to an increase in revenue separately from the
extent to which volume
decreases resulted in a decrease in revenue.
6. In regards to your presentation of average daily service revenue and
average daily product
revenue, please provide the following disclosures:
How the metric is calculated, including any estimates or
assumptions underlying
the metric or its calculation;
The reasons why the metric provides useful information to
investors; and
How management uses the metric.
Refer to SEC Release No. 33-10751.
Management and Board of Directors, page 60
7. We note that you have listed director nominees, and that your footnote
disclosure on page
60 states that such nominees are anticipated to become effective upon
consummation of
the underwritten primary offering. However, we note that the consents
you have filed as
exhibits for such director nominees state that their appointment as
directors will take
effect upon the effective date of the registration statement. Please
revise to reconcile the
discrepancies, and if the director nominees will become directors on
the effective date of
the registration statement, please clarify that you will file a
pre-effective amendment that
includes the signatures of a majority of the board, as then in effect,
or advise.
8. We refer to your revised disclosure on page 65, and note that you
state that there are three
female directors as of January 30, 2023. However, based on your
disclosures elsewhere,
including your signature page and your disclosures of your management,
this information
does not appear to be accurate. Please revise accordingly.
Executive and Director Compensation, page 67
9. We refer to your revised disclosures in response to prior comment 9.
Please explain
why you have disclosed no compensation paid to Messrs. Keiser and Lau.
Item 402(m) of
Regulation S-K provides that all compensation paid to named executive
officers shall be
reported pursuant to the Item, even if also called for by another
requirement, including
transactions between you and a third party where a purpose of the
transaction is to furnish
compensation to any such named executive officer or director. In this
regard, we note that
you have consulting agreements with Star Circle Advisory Group, owned
and controlled
by your directors, including Mr. Lau, and Blue Heron Consulting,
partially owned by Mr.
Stith Keiser.
10. We refer to your revised disclosure on page 70 that Mr. Carr was
granted a cashless
warrant on September 1, 2022 by the board of directors in
consideration of Mr. Carr's
Kimball Carr
Inspire Veterinary Partners, Inc.
February 14, 2023
Page 4
personal guaranty of your loans. Please revise to include the grant of
warrant in your
compensation table. Refer to Item 402(n).
Security Ownership of Certain Beneficial Owners and Management, page 69
11. We refer to your response to prior comment 3, which states that the
share distributions
by Wilderness Trace has not yet occurred. Since such share
distributions have not yet
occurred, please explain why the ownership of Wildnerness Trace is not
reflected in this
table, or revise accordingly.
12. We note your revised disclosure that the table reflects beneficial
ownership information as
of December 31, 2022, and that the voting power ownership information
reflects a total of
10,853,632 shares of common stock outstanding, which includes both
shares of Class A
and Class B common stock. However, your revised disclosure on page 8
indicates that
after the offering, there will be 10,853,632 shares of Class A common
stock outstanding.
Please revise your disclosures here to clearly show information as of
a recent date. Also
revise the table to disclose the ownership information after the
consummation of the
primary offering and to explain the expected conversions.
Item 15. Recent Sales of Unregistered Securities, page II-2
13. We note your response to our prior comment 13 and that you made Form D
filings on
January 27, 2023. It continues to appear that you have not filed a
corresponding Form D
for certain of these offerings. For example, it does not appear that a
Form D was filed for
the November 2022 Bridge Financing with Target and 622 Capital, LLC.
Financial Statements, page F-1
14. We are continuing to evaluate your waiver request and response to
comment 10.
15. We note your response to comment 11 and that you intend to to file an
amended S-1
which will include fiscal year 2022 audited consolidated financial
statements. It is not
clear why you indicated that the inclusion of the 2022 audited financial
statements will
result in the exclusion of any preacquisition audited financial
statements of acquirees
pursuant to Rule 3-05 of Regulation S-X based on your application of SAB
Topic 1.J. For
purposes of Rule 3-05 of Regulation S-X and correspondingly SAB Topic
1.J, we remind
you that you must evaluate business acquisitions that occurred during
the most recent
fiscal year or subsequent interim period. Given that you had multiple
acquisitions during
2022 including The Pony Express Veterinary Hospital in September 2022
and the
Williamsburg Animal Clinic in December 2022, as previously requested,
please provide
FirstName LastNameKimball Carr
us with your detailed application of the guidance of SAB Topic 1.J which
led to your
Comapany NameInspire
determination thatVeterinary Partners,
preacquisition Inc.financial statements would
not be required for
audited
your
February 14,acquirees.
2023 Page 4
FirstName LastName
Kimball Carr
FirstName LastNameKimball Carr
Inspire Veterinary Partners, Inc.
Comapany14,
February NameInspire
2023 Veterinary Partners, Inc.
February
Page 5 14, 2023 Page 5
FirstName LastName
Note 7. Stockholders Equity, page F-23
16. We remind you of comment 34 of our letter dated November 21, 2022 and
your response
dated December 7, 2022 in which you indicated that you will provide an
explanation for
the determination of the fair value of the common stock underlying
your equity issuances
and the reasons for the differences between recent valuations of your
common stock and
the estimated offering price. Given that you have included an
estimated offering price,
please provide us with this explanation.
Exhibits
17. We note your revisions in response to our prior comment 15 and reissue
in part. We note
your disclosure in the exhibit index key that certain schedules and
exhibits have
been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. To the
extent you intend
to redact information from any exhibit pursuant to Item 601(b)(10)(iv)
of Regulation S-K,
please revise the applicable footnote to state that certain
information has been excluded
from relevant exhibits because it is both not material and the type of
information that the
registrant treats as private or confidential. Additionally, please
include a prominent
statement on the first page of each redacted exhibit that certain
identified information has
been excluded from the exhibit because it is both not material and is
the type that the
registrant treats as private or confidential, and to include brackets
to indicate where the
information is omitted from the filed version of the exhibit.
18. We refer to your revised disclosures regarding the convertible
promissory notes issued to
various individuals and entities as partial consideration for your
acquisitions. To the extent
any such note will not convert automatically upon the completion of
the primary offering,
please file such agreement or form of such agreement as an exhibit.
You may contact Nudrat Salik at 202-551-3692 or Al Pavot at 202-551-3738
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Jordan Nimitz at 202-551-5831 or Dorrie Yale at 202-551-8776 with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Industrial Applications and
Services
cc: Joe Laxague, Esq.