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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 16, 2024 (January 1, 2024)
INSPIRE VETERINARY PARTNERS, INC.
(Exact name of registrant as specified in its charter)
Nevada |
|
001-41792 |
|
85-4359258 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
780 Lynnhaven Parkway, Suite 400
Virginia Beach, VA |
|
23452 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (757) 734-5464
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Class A Common Stock, par value $0.0001 |
|
IVP |
|
Nasdaq Capital Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
Inspire Veterinary Partners, Inc.
(“Inspire” or the “Company”) has entered into an employment agreement (the “Employment Agreement”)
with Richard Frank, the Company’s current Chief Financial Officer. Mr. Frank’s appointment as Chief Financial Officer had
previously become effective upon consummation of Inspire’s initial public offering on August 31, 2023 and his Employment Agreement
is effective as of January 1, 2024. The Employment Agreement provides for an initial one-year term with the ability to renew, upon the
affirmative vote of the board of directors of the Company, for successive one-year terms.
Pursuant to the Employment Agreement,
Mr. Frank’s duties consist of devoting as much time as is necessary to perform the duties and services required under the Employment
Agreement and as may be designated by the Chief Executive Officer, and devoting his best efforts to the business and affairs of Inspire
and promoting the interests of Inspire. Mr. Frank is barred from directly or indirectly engaging in any other business that could reasonably
be expected to detract from his ability to apply his best efforts in the performance of his duties to Inspire.
The Employment Agreement provides
that Mr. Frank will receive a base salary of $210,000 per annum. The base salary will be reviewed at the end of each fiscal year and any
recommended changes will be subject to approval of the board of directors of the Company. Mr. Frank is eligible for annual bonuses subject
to satisfaction of both a “Revenue Target” and a “Profit Target”, as follows:
Revenue Bonus: The
“Revenue Target” is 100% of budgeted revenue of Inspire for the calendar year, and the “Revenue Bonus Target”
is 15% of Mr. Frank’s annual base salary.
Annual Revenue Compared to Revenue Target |
|
Revenue Bonus |
110% or greater |
|
125% of Revenue Bonus Target |
100 – 109% |
|
100% of Revenue Bonus Target |
95 – 99% |
|
95% of Revenue Bonus Target |
90 – 94% |
|
90% of Revenue Bonus Target |
Below 90% |
|
No Revenue Bonus |
Profit Bonus: The “Profit
Target” is 100% of budgeted profit of Inspire for the calendar year, and the “Profit Bonus Target” is 15% of Mr. Frank’s
annual base salary.
Actual Profit Compared to Profit Target |
|
Profit Bonus |
110% or greater |
|
125% of Profit Bonus Target |
100-109% |
|
100% of Profit Bonus Target |
95-99% |
|
95% of Profit Bonus Target |
90-94% |
|
90% of Profit Bonus Target |
Below 90% |
|
No Profit Bonus |
In addition, the Employment Agreement
provides that Mr. Frank is eligible to be awarded, in the board of directors’s sole discretion, shares of Class A common stock based
on the Company’s performance for each calendar year based on the applicable Revenue Target and Profit Target for such calendar year.
Any such stock award will be equal to 10% and 14% of Mr. Frank’s base salary and will be fully vested upon issuance.
Mr. Frank is entitled to participate
in any employee benefit plans offered to the Company’s employees on the same terms and conditions as other employees.
The Employment Agreement contains
certain non-disclosure and confidentiality provisions applicable to Mr. Frank for the benefit of the Company. Mr. Frank has also agreed,
during the term of his employment and for a two-year period following the termination of his employment not to solicit for employment
any employee or any person who was employed by the Company within the prior six months. Mr. Frank is also barred from soliciting any clients
or certain former clients of the Company for a period of two years following the termination of his employment with the Company.
Inspire may terminate Mr.
Frank’s employment immediately for cause upon:
| ● | his
mental or physical incapacity that prevents him, with or without reasonable accommodation, from performing his essential duties for a
period of 60 consecutive days or longer; |
| ● | disloyalty
or dishonesty towards the Company; |
| ● | gross
or intentional neglect of in the performance of his duties and services or material fail to perform his duties and services; |
| ● | his
violation of any law, rule, or regulation (other than minor traffic violations) related to his duties; |
| ● | his
material breach of any provision of the Employment Agreement or any written Inspire policy, if such breach is not cured within 10 days
after written notice; and |
| ● | any
other act or omission which harms or may reasonably be expected to harm the reputation or business interests of the Company. |
Mr. Frank may terminate the Employment
Agreement immediately for good reason, which is defined as:
| ● | a
material breach of the Employment Agreement by the Company, if such breach is not cured within 10 days after written notice; |
| ● | a
material reduction in his duties or responsibilities without his consent, if such breach is not cured within 10 days after written notice; |
| ● | a
relocation of his office to a location more than 30 miles from Virginia Beach, Virginia without his consent, if such relocation is not
reversed within 10 days after written notice; and |
| ● | a
change in control of the Company, provided that he gives notice of termination based on such change in control within six months. |
Mr. Frank may be entitled to severance
payments in certain circumstances. The Employment Agreement is governed by the laws of the Commonwealth of Virginia.
The foregoing description
of the Employment Agreement in this Item 1.01 of this Current Report on Form 8-K is qualified in its entirety by reference to the full
text of the Employment Agreement, a copy of which is attached hereto as Exhibit 10.1, and which is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information contained
in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 5.02.
Item. 9.01. Financial Statements and Exhibits
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: February 16, 2024 |
INSPIRE VETERINARY PARTNERS, INC. |
|
|
|
|
By: |
/s/ Kimball Carr |
|
Name: |
Kimball Carr |
|
Title: |
Chair, President and Chief Executive Officer |
3
Exhibit 10.1
EMPLOYMENT
AGREEMENT
This
Employment Agreement (“Agreement”) is made as of January 1st, 2024, between Inspire Veterinary Partners, Inc. (“IVP”
or “Company”) and Richard Frank (“Employee”).
Recitals:
A. | IVP
wishes to employ Employee to serve as its Chief Financial Officer Officer (“CFO”) and Employee is willing to undertake such
employment in accordance with the terms of this Agreement. |
For
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is agreed as follows:
| 1. | Term. The
initial term of this Agreement is one (1) year. The term of this Agreement shall renew for
successive one-year terms upon the affirmative vote of the Board. |
| 2. | Duties. Employee
shall report to the Chief Executive Officer (CEO). Employee will devote as much time as is
necessary to perform the duties and services required under this Agreement and as may be
designated by the CEO, from time to time (collectively “Duties and Services”)
and devote his best efforts to the business and affairs of IVP, the Duties and Services,
and to promote the interests of IVP. Employee shall not, directly or indirectly, engage in
any other business that could reasonably be expected to detract from his ability to apply
his best efforts in the performance of his duties to IVP. Employee agrees to comply with
all rules, regulations, and polices established or issued by and made applicable to the IVP’s
employees. |
| 3.1. | Base
Salary. IVP shall pay Employee an annual base salary (“Base Salary”) of
$210,000.00,
in equal biweekly installments. Base Salary shall be reviewed at the end of each fiscal year and any recommended changes to be approved
by the Board of Directors.
|
| 3.2. | Short-Term
Incentive. Employee shall be eligible for annual bonuses (“Bonuses”) as set
forth in this section. Bonuses are determined after the fiscal year end and payable by January
31 of the following year. Employee must be employed on the payout date to earn or receive
any Bonuses. At a minimum, the threshold of both bonus measurements outlined below must be
accomplished for payment to be made. |
| 3.2.1. | Revenue
Bonus: The “Revenue Target” is 100% of budgeted revenue of IVP for the calendar
year. The “Revenue Bonus Target” is 15% of Employee’s Base Salary as of December
31. The amount of the “Revenue Bonus” is determined as follows: |
Actual
Revenue Compared to Revenue Target |
|
Revenue
Bonus |
110%
or greater |
|
125% of Revenue Bonus Target |
100-109% |
|
100%
of Revenue Bonus Target |
95-99% |
|
95%
of Revenue Bonus Target |
90-94% |
|
90%
of Revenue Bonus Target |
Below
90% |
|
No
Revenue Bonus |
| 3.2.2. | Profit
Bonus. The “Profit Target” is 100% of budgeted profit of IVP for the calendar
year. The “Profit Bonus Target” is 15% of Employee’s Base Salary as of December
31. The amount of the “Profit Bonus” is determined as follows: |
Actual Profit Compared
to Profit Target |
|
Profit Bonus |
110% or greater |
|
125% of Profit Bonus Target |
100-109% |
|
100% of Profit Bonus Target |
95-99% |
|
95% of Profit Bonus Target |
90-94% |
|
90% of Profit Bonus Target |
Below 90% |
|
No Profit Bonus |
| 3.3. | Long-Term
Incentive. As further compensation for the services to be performed hereunder, Employee
shall be eligible to be awarded shares of the Company’s common stock as a Bonus (“Stock
Bonus”), considering the Company’s performance for the calendar year based on
the Revenue Bonus Target and Profit Target. The Board shall determine in its sole discretion
whether a Stock Bonus is warranted and if so, the number of shares to be awarded. If the
Board determines that a Stock Bonus is warranted, the value of the shares awarded, as determined
by the Board in its sole discretion, shall be equal to between 10% and 14% of the Employee’s
Base Salary annually as of December 31st. All shares awarded to the Employee as
a Stock Bonus shall be fully vested to the Employee upon issuance. |
| 3.4. | Withholdings. IVP
shall deduct from all compensation paid under this Agreement all taxes and other withholdings
required by law. |
| 3.5. | Benefits. Employee
shall be eligible to participate in the employee benefit plans offered to IVP’s employees
on the same terms and conditions as other employees. |
| 4. | Nondisclosure.
During the course of his employment with IVP, Employee will have access to IVP’s
trade secrets and proprietary and confidential information about IVP’s business (collectively,
“Confidential Information”), including, but not limited to, information concerning
its clients, vendors, prices, marketing strategies, research and development, strategic plan,
contracts, proposals for work, planned acquisitions, and other information, all of which
has independent economic value and is not available to the public. To protect IVP’s
critical interest in the Confidential Information, Employee agrees that he will not, directly
or indirectly, disclose or make available to anyone for use outside IVP at any time, either
during or subsequent to his employment with IVP, regardless of how his employment ends, any
Confidential Information, whether or not such information was developed by Employee. |
| 4.1. | The
Defend Trade Secrets Act of 2016 provides immunity from criminal and civil liability under
any Federal or State trade secret law for the disclosure of a trade secret that is made in
confidence to a Federal, State, or local government official, either directly or indirectly,
or to an attorney, solely for the purpose of reporting or investigating a suspected violation
of law; or is made in a complaint or other document filed in a lawsuit or other proceeding,
if such filing is made under seal; and that an individual who files a lawsuit for retaliation
by an employer for reporting a suspected violation of law may disclose the trade secret to
the attorney of the individual and use the trade secret information in the court proceeding,
if the individual files any document containing the trade secret under seal and does not
disclose the trade secret, except pursuant to court order. |
| 5. | Non-Solicitation
of Employees. Employee agrees that during his employment with IVP and for a period of
two years thereafter, regardless of how his employment ends, Employee shall not, directly
or indirectly, solicit or induce, or attempt to solicit or induce, any person who was an
employee of IVP on Employee’s last date of employment or for six months immediately prior
thereto, to leave IVP to go to work for, or consult or perform contract work for, another
veterinary practice. |
| 6. | Non-Solicitation
of Clients. Employee agrees that during his employment with IVP and for a period of two
years thereafter, regardless of how his employment ends, Employee shall not, directly or
indirectly, solicit or induce, or attempt to solicit or induce, any person or entity that
was a client of IVP’s on Employee’s last date of employment or for one year immediately prior
thereto, to seek or obtain veterinary services from any provider of veterinary services other
than IVP. |
| | |
| 7. | Termination. This
Agreement may be terminated as follows: |
| 7.1. | By
IVP for Cause. IVP may terminate the Agreement immediately for Cause. “Cause”
is defined as any of the following: |
| 7.1.2. | Employee’s
mental or physical incapacity that prevents him, with or without reasonable accommodation,
from performing his essential duties for a period of 60 consecutive days or longer. |
| | |
| 7.1.3. | Disloyalty
or dishonesty towards IVP. |
| | |
| 7.1.4. | Gross
or intentional neglect of in the performance of Employee’s Duties and Services or material
fail to perform the Duties and Services. |
| | |
| 7.1.5. | Employee’s
violation of any law, rule, or regulation (other than minor traffic violations)
related to Employee’s duties. |
| | |
| 7.1.6. | Employee’s
material breach of any provision of this Agreement or any written IVP policy, if such breach
is not cured within 10 days after written notice. |
| | |
| 7.1.7. | Any
other act or omission which harms or may reasonably be expected to harm the reputation
or business interests of IVP |
| 7.3. | By Employee with Good Reason. Employee may terminate
the Agreement immediately with Good Reason. “Good Reason” is defined as any of the following: |
| 7.3.1. | A material breach of this Agreement by IVP if such breach
is not cured within 10 days after Employee’s written notice. |
| 7.3.2. | A material reduction in Employee’s duties or responsibilities
without Employee’s consent if such breach is not cured within 10 days after Employee’s written notice. |
| 7.3.3. | A Change in Control, provided that Employee gives notice of termination based on a Change in Control
within six months of the Change in Control’s occurrence. A “Change in Control” is defined as (a) any consolidation
or merger of IVP in which IVP is not the continuing or surviving corporation or pursuant to which the stock of IVP would be
converted to cash, securities, or other property, other than a merger or consolidation of IVP in which the holders of IVP’s
stock immediately prior to the merger or consolidation hold more than 50% of the stock or other forms of equity of the surviving
corporation immediately after the merger; (b) any sale, lease, exchange, or other transfer (in one transaction or a series of
related transactions) of all, or substantially all, the assets of IVP; (c) IVP’s Board of Directors’ approval of any
plan or proposal for liquidation or dissolution of IVP; or (d) any sale, lease, exchange, or other transfer (in one or a series of
related transactions) to person or persons not already owning more than 50% of the issued and outstanding common stock or other
forms of equity of IVP. |
| 8.1. | In the event this Agreement is terminated pursuant to Sections
7.3.1 or 7.3.2, IVP will provide Employee with severance pay equal to one (1) year of Employee’s then-current Base Salary, contingent
on Employee executing a release of claims in a form prepared by IVP. |
| 8.2. | In the event this Agreement is terminated pursuant to Section
7.3.3, IVP will provide Employee with severance pay equal to (i) one (1) year of Employee’s then-current Base Salary and (ii) as
determined in the sole discretion of the Board a pro rata Stock Bonus taking into account the Company’s performance for the current
calendar year, all contingent on Employee executing a release of claims in a form prepared by IVP or its successor-in-interest. |
| 8.3. | In the event this Agreement is terminated pursuant to Sections
7.1 or 7.3, IVP will pay Employee through his last date of employment only and will have no further obligation to Employee. |
| 8.4. | In the event this Agreement is terminated by the Company
or the Employee for any reason pursuant to any of the Sections herein, the Company shall use good faith commercially reasonable efforts
to have Employee released from any and all guarantees given by the Employee for the benefit of the Company, including, but not limited
to providing an acceptable substitute guarantor for the obligation. |
| 9. | Section 409A. It is the intention of IVP that all payments and benefits under this Agreement
shall be made and provided in a manner that is either exempt from or intended to avoid taxation under Section 409A of the Internal
Revenue Code of 1986, as amended (“Section 409A”), to the extent applicable. Any ambiguity in this Agreement shall be
interpreted to comply with Section 409A. Employee acknowledges that IVP has made no representations as to the treatment of the
compensation and benefits provided in this Agreement and that he has been advised to obtain his own tax advice. Each amount or
benefit payable pursuant to this Agreement shall be deemed a separate payment for purposes of Section 409A. |
| 10.1. | Modifications. This Agreement may be altered or amended
in whole or in part only by a written instrument signed by the IVP and Employee setting forth such changes. |
| 10.2. | Restrictive Covenants of the Essence. This Agreement’s
restrictive covenants, set forth in Sections 4 through 6 (“Restrictive Covenants”), are of the essence of this Agreement
and will be construed as independent of any other provision in this Agreement. The existence of any claim or cause of action of the Employee
against IVP, whether predicated on this Agreement or not, will not constitute a defense to IVP’s enforcement of this Agreement’s
restrictive covenants. |
| 10.3. | Injunctive Relief. IVP and Employee agree that irreparable
injury will result to IVP in the event Employee violates any Restrictive Covenant and Employee acknowledges that the remedies at law
for any breach by Employee of a Restrictive Covenant will be inadequate and that IVP will be entitled to injunctive relief, without the
necessity of posting a bond, against Employee, in addition to any other remedy that is available, at law or in equity. Employee agrees
that the Restrictive Covenants will be extended by the length of time which Employee will have been in breach of any of the provisions. |
| 10.4. | Survivability. The Restrictive Covenants survive the
termination of this Agreement. |
| 10.5. | Successors and Assigns. This Agreement shall be binding
upon, and inure to the benefit of, the parties hereto and their legal successors and assigns. |
| 10.6. | Severability. Should any one or more of the provisions
hereof be deemed to be illegal or unenforceable, all other provisions hereof shall be given effect separately therefrom and shall not
be affected thereby. |
| 10.7. | Attorney’s Fees. In any action at law or in
equity to enforce any of the provisions or rights under this Agreement, the unsuccessful party to such litigation as determined by the
court in a final judgment or decree, shall pay the successful party all costs, expenses and reasonable attorney’s fees incurred
therein by such party or parties (including, without limitation, such costs, expenses and fees on any appeals), and if such successful
parties shall recover judgment in any action or proceeding, such costs, expenses and attorney’s fees shall be included as part
of such judgment. |
| 10.8. | Governing Law and Venue. This Agreement shall be construed,
interpreted and applied according to the laws of the Commonwealth of Virginia. Any dispute arising under or related to this Agreement
shall be heard in the Circuit Court for Virginia Beach, Virginia, which will have exclusive jurisdiction over all such disputes. The
parties waive any objection to personal jurisdiction in that court. |
| 10.9. | Jury Waiver. The parties waive any right to a jury
trial in any dispute arising under or related to this Agreement and agree that all such disputes shall be tried to a judge without a
Jury. |
| 10.10. | Entire Agreement. This Agreement and the Existing
Agreement(s) constitute the entire understanding between the parties hereto concerning the subject matter thereof and supersede all other
agreements, whether oral or written, between the parties on those subject matters. |
WITNESS THE FOLLOWING SIGNATURES:
INSPIRE VETERINARY PARTNERS, INC.
/s/ Lynley Kees | | |
Vice President, Human Resources | | Date: 1/29/2024 |
| | |
By: |
| | |
| | |
/s/ Richard Frank | | 1/26/2024 |
Richard Frank | | |
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