Inspire Veterinary Partners : Material Agreement - Form 8-K

Item 1.01 Entry into a Material Definitive Agreement.

COMMON STOCK PURCHASE AGREEMENT

On November 30, 2023, Inspire Veterinary Partners, Inc. ("Inspire" or the "Company") entered into a common stock purchase agreement (the "Purchase Agreement") with Tumim Stone Capital LLC (the "Investor"), pursuant to which the Investor has committed to purchase, subject to certain conditions and limitations, up to $30 million (the "Total Commitment") of shares of Inspire's Class A common stock, par value $0.0001 per share (the "Class A Common Stock").

Under the terms and subject to the conditions of the Purchase Agreement, Inspire 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 the Total Commitment. Such sales of Class A Common Stock by Inspire, if any, will be subject to certain limitations, and may occur from time-to-time in Inspire'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 Inspire 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 Inspire, subject to certain conditions and limitations.

Purchase Price

The shares of Class A Common Stock to be issued by Inspire 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 Inspire. Such purchase price will be adjusted for reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction by Inspire 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 Inspire from time-to-time, including, among other things, market conditions, the trading price of Inspire'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 Inspire will depend on the frequency and prices at which Inspire sells shares of Class A Common Stock to the Investor. Inspire expects that any proceeds received by Inspire from such sales to the Investor will be used for working capital and general corporate purposes.

Purchase Limits

Pursuant to the Purchase Agreement, Inspire 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, Inspire may not issue to the Investor more than 1,214,293 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 Inspire 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.