United States securities and exchange commission logo
August 22, 2023
Kimball Carr
Chief Executive Officer
Inspire Veterinary Partners, Inc.
780 Lynnhaven Parkway
Suite 400
Virginia Beach, VA 23452
Re: Inspire Veterinary
Partners, Inc.
Amendment No. 8 to
Registration Statement on Form S-1
Filed August 17,
2023
File No. 333-271198
Dear Kimball Carr:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
August 4, 2023 letter.
Amendment No. 8 to Registration Statement on Form S-1 filed August 17,
2023
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Liquidity and Capital Resources
Loan Payable, page 50
1. We note your disclosure
regarding a financing arrangement for gross proceeds
of $1,050,000 entered
into on May 30, 2023. Please identify the unrelated third-party
financial institution
with which you entered into the arrangement, and clarify why you
entered into this
financing arrangement. Please also file the financing agreement as an
exhibit to the
Registration Statement or explain to us why you believe you are not required
to do so. Please refer
to Item 601(b)(10) of Regulation S-K.
Kimball Carr
Inspire Veterinary Partners, Inc.
August 22, 2023
Page 2
Note 8. Stockholders' Equity, page F-61
2. On June 30, 2023, you issued 442,458 shares of Series A Preferred Stock
to the holders of
the Bridge Notes in exchange for the full extinguishment of the Bridge
Notes and
correspondingly recorded a debt extinguishment loss. We note that the
Exchange
Agreements will be deemed rescinded and the former Bridge Notes will be
deemed
reinstated if you do not close this offering on or before September 1,
2023. In this regard,
please tell us how you determined it was appropriate to treat this as a
debt extinguishment
pursuant to ASC 470-50. In regard to the Series A Preferred Stock,
please address what
consideration was given to the guidance in ASC 480-10-S99 in determining
that these
shares should be treated as permanent equity.
You may contact Nudrat Salik at 202-551-3692 or Terence O'Brien at
202-551-3355 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Conlon Danberg at 202-551-4466 or Katherine Bagley at 202-551-2545 with
any other
questions.
Sincerely,
FirstName LastNameKimball Carr Division of
Corporation Finance
Office of
Industrial Applications and
Comapany NameInspire Veterinary Partners, Inc.
Services
August 22, 2023 Page 2
cc: Joe Laxague, Esq.
FirstName LastName