INSPIRE VETERINARY PARTNERS, INC. 8-K

What Happened
Inspire Veterinary Partners, Inc. (IVP) announced on January 6, 2026 (effective December 31, 2025) that it entered a securities purchase agreement with Manetto Hill Fund Series I LLC to issue up to $1,626,000 aggregate principal of convertible promissory notes. On that date the company issued a secured convertible promissory note with $975,000 principal (sold for $750,000), bearing 10% annual interest and maturing December 31, 2026. Proceeds are for general working capital. The company also reported that board member Timothy Watters resigned effective January 6, 2026; his resignation was not due to any disagreement with the company.

Key Details

• Amounts and timing: one note issued — $975,000 principal (purchase price $750,000); financing facility up to $1,626,000 in one or more closings. Note dated/effective Dec 31, 2025; filed Jan 6, 2026.
• Interest, maturity, default: 10% per annum interest; maturity Dec 31, 2026; unpaid amounts accrue Default Interest up to 20% per annum (or max allowed by law).
• Conversion / dilution terms: holder may convert at the lesser of $0.06/share or 80% of the lowest traded price over a 15‑trading‑day look‑back prior to conversion, with a floor of $0.01/share; up to 2,500,000 "Commitment Shares" may be issued in connection with the financing.
• Security and covenants: Note is secured by a first‑priority lien on certain designated veterinary clinics; the company is restricted from selling material assets outside the ordinary course without lender consent and is prohibited from entering certain Section 3(a)(10) transactions (breach triggers liquidated damages).

Why It Matters

• Financing and liquidity: The transaction provides near‑term working capital but also creates a new debt obligation and potential future equity dilution if converted.
• Dilution and market impact: Conversion features (including an adjustable low conversion price and look‑back) and up to 2.5M commitment shares could materially increase outstanding shares if converted or issued, affecting per‑share metrics.
• Asset and operational constraints: The secured interest on clinics and restrictions on material dispositions may limit the company's flexibility to sell assets while the notes remain outstanding.
• Corporate governance: A board member resigned (Timothy Watters) effective Jan 6, 2026; the company stated no disagreement with management.

Keywords: convertible note, financing, debt, dilution, registration, resignation, board member.