United States securities and exchange commission logo
April 14, 2023
Kimball Carr
Chief Executive Officer
Inspire Veterinary Partners, Inc.
780 Lynnhaven Parkway
Suite 400
Virginia Beach, VA 23452
Re: Inspire Veterinary
Partners, Inc.
Registration
Statement on Form S-1
Filed April 7, 2023
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File No. 333-271198
Dear Kimball Carr:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
February 14, 2023 letter.
Form S-1 Filed April 7, 2023
Prospectus Summary
Anticipated Growth through Acquisitions, page 4
1. We note the large
increase in the amount of indebtedness that you hold. Please revise the
last bullet on this
page to also discuss your amount of debt, including the amount that is
not convertible into
shares of your common stock, and the amount that is due in 2023.
The Offering, page 8
2. We refer to your
disclosure in this section and elsewhere that the resale offering includes
Kimball Carr
FirstName LastNameKimball Carr
Inspire Veterinary Partners, Inc.
Comapany
April NameInspire Veterinary Partners, Inc.
14, 2023
April 214, 2023 Page 2
Page
FirstName LastName
up to 2,648,656 shares of Class A common stock that are potentially
issuable upon the
conversion of existing convertible indebtedness of the Company
outstanding as of
the prospectus date, and your response to prior comment 18 stating
that all amounts due
(including principal and accrued but unpaid interest) under the
subordinated convertible
promissory notes issued in connection with the Company s
acquisitions mature and
become payable upon the consummation of the primary underwritten
offering. Please
explain why the table on page 9 does not contemplate the shares
issuable upon conversion
of your convertible indebtedness. Please also revise to clarify
whether the conversion of
the convertible promissory notes includes the conversion of the
convertible debentures
issued in your 2023 private placement financing that you reference in
Item 15 as occurring
between February 27 and March 10. We also note you state on page 8
that following the
offering, there will be 5,299,795 shares of Class A common stock (or
5,449,795 shares if
the underwriters exercise their option to purchase additional shares
in full). Please revise
to explain the discrepancy between this amount and the amounts shown
elsewhere,
including on page 9.
Risks Related to this Offering and Ownership of our Common Shares
We are not currently traded on an exchange or market.. . ., page 22
3. Please revise this risk factor, including in its heading, to discuss
risks relating to liquidity,
as your primary offering is much smaller than your secondary offering,
and the number of
shares to be sold in the secondary offering is uncertain.
The sale or availability for sale of substantial amounts of our Class A common
stock . . ., page 24
4. We refer to your revised statement that you expect to have 9,599,795
shares of common
stock outstanding upon the consummation of the primary underwritten
offering, including
5,299,795 shares of Class A common stock. Please reconcile this amount
with the
information on page 9. Given the large number of shares to be offered
in the resale
offering, please also revise the risk factor to describe the risk to
purchasers in
your primary offering that the large number of shares being offered in
the
resale transaction could depress the market price of your common
stock.
Selling Stockholders, page 28
5. We note your response to our prior comment 4 and corresponding
revisions. We also note
you continue to state on page 30 that certain selling shareholders are
subject to a lock-up,
including Dr. Keiser. Please revise to address the discrepancy or
otherwise clarify.
6. Please revise your footnote 10 to disclose the aggregate principal
amount of the
convertible notes.
Use of Proceeds, page 32
7. We note that approximately $2.1 million of the $4.1 million net
proceeds will be used for
Veterinary hospital acquisitions and hiring additional personnel.
Please tell us whether
Kimball Carr
FirstName LastNameKimball Carr
Inspire Veterinary Partners, Inc.
Comapany
April NameInspire Veterinary Partners, Inc.
14, 2023
April 314, 2023 Page 3
Page
FirstName LastName
there are any current planned acquisitions and your consideration of
whether they are
probable. Refer to Article 8-04 of Regulation S-X.
Dilution, page 33
8. Please provide us with the calculation of how you arrived at the
$15.28 increase in net
tangible book value per common share attributable to the offering.
Refer to Item 506 of
Regulation S-K.
Summary of Results of Operations, page 39
9. We note your response to comment 6. Your disclosures refer to revenue
per patient per
day and average patient charge; however, you present average daily
service revenue and
average daily product revenue. Please provide the following
disclosures for any metrics
disclosed:
How the metric is calculated, including any estimates or
assumptions underlying
the metric or its calculation;
The reasons why the metric provides useful information to
investors; and
How management uses the metric.
Refer to SEC Release No. 33-10751.
10. Given your substantial indebtedness, please disclose on page 42
whether you are currently
in compliance with all of your debt covenants and also whether there
have been any
instances of non-compliance during the periods presented.
Management and Board of Directors, page 60
11. We note your response to our prior comment 7 and reissue. It appears
that the consents
you have filed as exhibits for your director nominees still state that
their appointment as
directors will take effect upon the effective date of the registration
statement. Please revise
to reconcile the discrepancies, and if the director nominees will
become directors on the
effective date of the registration statement, please clarify that you
will file a pre-effective
amendment that includes the signatures of a majority of the board, as
then in effect, or
advise.
Executive and Director Compensation, page 66
12. We note your revisions in response to our prior comment 9. Please tell
us whether Mr.
Keiser, Dr. Keiser and Ms. Kerwin are being compensated by Blue Heron
Consulting and
whether Messrs. Carr, Lau, Coleman and Marten are being compensated by
Star Circle
Advisory for their services to your Company. In this regard, we note
that Item 402(m)(1)
requires disclosure of all compensation awarded to, earned by, or paid
to named executive
officers and directors by any person for all services rendered in
all capacities to the
registrant and its subsidiaries, and further states that [a]ll
such compensation shall be
reported pursuant to this Item, . . . including transactions between
the smaller reporting
company and a third party where a purpose of the transaction is to
furnish compensation
Kimball Carr
Inspire Veterinary Partners, Inc.
April 14, 2023
Page 4
to any such named executive officer or director.
Security Ownership of Certain Beneficial Owners and Management, page 69
13. We note your revisions in response to our prior comment 11. We note that
your table on
page 69 discloses that Wilderness holds 22,780 shares of Class A common
stock
and 2,150,000 shares of Class B common stock. Please revise your
disclosure on page 71,
which appears to state that each of Wilderness and Star Circle purchased
2,150,000 shares
of the Company's Class A common stock, or advise. Please also revise
your last sentence
on page 69, as you state there were 5,299,795 shares of Class A common
stock
outstanding as of December 31, 2022, which is inconsistent with your
disclosures
elsewhere.
Item 15. Recent Sales of Unregistered Securities, page II-2
14. Please disclose the exemption you relied upon in your 2023 Private
Placement of
Convertible Debentures. We also note that your Form D filed April 4,
2023
discloses February 17, 2023 as the first date of sale for that offering.
To the extent that
your Form D filed April 4, 2023 was intended to provide notice of your
2023 Private
Placement of Convertible Debentures, please clarify within your
prospectus when the first
date of sale occurred.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Nudrat Salik at 202-551-3692 or Al Pavot at 202-551-3738
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Jordan Nimitz at 202-551-5831 or Dorrie Yale at 202-551-8776 with any other
questions.
Sincerely,
FirstName LastNameKimball Carr Division of
Corporation Finance
Office of
Industrial Applications and
Comapany NameInspire Veterinary Partners, Inc.
Services
April 14, 2023 Page 4
cc: Joe Laxague, Esq.
FirstName LastName