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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):
April 18, 2025
INSPIRE VETERINARY PARTNERS, INC.
(Exact name of registrant as specified in its charter)
Nevada |
|
001-41792 |
|
85-4359258 |
(State or other jurisdiction |
|
(Commission File Number) |
|
(I.R.S. Employer |
of incorporation) |
|
|
|
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
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 |
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 Kimball Carr, the Company’s current Chief Executive Officer. The Employment Agreement
provides for an initial two-year term. Further contract extensions will be managed by revised or new contract agreements.
Pursuant
to the Employment Agreement, Mr. Carr’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 Company’s board of directors, and devoting his best efforts to the
business and affairs of Inspire and promoting the interests of Inspire. Mr. Carr 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. Carr will receive a base salary of $300,000 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 compensation committee of the board of directors
of the Company.
Mr.
Carr is eligible for annual performance bonuses at a rate of 45% (minimum), 50% or 62.5% (maximum) of his annual salary, which bonuses
are dependent on certain key performance indications and incentive measurements as outlined in the Employment Agreement.
In addition, the Employment
Agreement provides that Mr. Carr is eligible to be awarded, in the compensation committee’s sole discretion, shares of Class A common
stock based on the performance of Mr. Carr and the Company for each calendar year. Any such stock award will be equal to 60% - 65% and
65% - 70% of Mr. Carr’s base salary for the 2025 and 2026 calendar years, respectively.
Mr. Carr 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. Carr for the benefit of the Company. Mr. Carr 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. Carr 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.
Carr’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; and |
| ● | any
other act or omission which harms or may reasonably be expected to harm the reputation or business interests of the Company. |
Mr. Carr 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 salary, 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 50 miles from Virginia Beach, if the Company does not allow Mr. Carr to work remotely;
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. Carr 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: April 23, 2025 |
INSPIRE VETERINARY PARTNERS, INC. |
|
|
|
By: |
/s/ Kimball Carr |
|
Name: |
Kimball Carr |
|
Title: |
President and Chief Executive Officer |
3
Exhibit
10.1

EXECUTIVE EMPLOYMENT AGREEMENT
This Executive
Employment Agreement (“Agreement”) is made as of February 10, 2025 (“Effective Date”), between Inspire Veterinary
Partners, Inc. (“IVP” or “Company”) and Kimball Carr (“Employee”).
Recitals:
A. | IVP
wishes to employ Employee to serve as its Chief Executive Officer (CEO) and President 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 two (2) years. As this agreement is due to expire at the end of two (2) full years from the Effective
Date, renewal is not applicable and further contract extensions will be managed by revised or new contract agreements. |
| 2. | Duties.
Employee shall report to the Board of Directors (BOD). 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 BOD, 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 policies established
or issued by and made applicable to IVP’s employees. A summary of the Duties and Responsibilities is attached in Appendix A. |
| 3.1. | Base
Salary. Effective February 10, 2025, IVP shall pay Employee a base annual salary of $300,000, in bi-weekly increments according to
IVP’s normal payroll cycle. |
Annual increases
effective at the start of the fiscal year-start will be contingent upon individual and company performance and external market comparators.
Compensation adjustments proposed to the Compensation Committee for review and approval.
| 3.2. | Short-Term
Incentive. Employee shall receive annual performance bonuses (“Bonuses”) at a minimum of 45%, target of 50% and maximum
of 62.5% of Employees annual salary. Bonuses are determined after the fiscal year end and payable no later than 30 days after the submission
of audited annual financials for the plan year. Employee must be employed during the entire fiscal year in order to earn or receive any
Bonuses. Company Key Performance Indicators and terms of annual incentive measurement are outlined below: |
|
|
|
|
|
|
|
|
Achievement
Scale
$’s represented in Millions |
Category*
|
|
Descriptor
|
|
Target
|
|
Weight
|
|
Min
90% |
|
Target
100% |
|
Max
110+% |
Financial |
|
Total Revenue - Clinic Total |
|
$15.1M1 |
|
35% |
|
$13.6 |
|
$15.1 |
|
$16.6 |
Financial |
|
Operating Income (EBITDA) - Clinic Total |
|
12.5%1 |
|
35% |
|
11.3% |
|
12.5% |
|
13.8% |
Financial |
|
Operational Efficiency - G&A Expense2 - Clinic
Total |
|
Total G&A Expense
no more than 15% of total revenue1 |
|
10% |
|
55.0% |
|
50.0% |
|
45.0% |
Strategic |
|
Business Development |
|
Purchasing of $6M in additional annualized revenue from new M&A deals |
|
20% |
|
$
5.4 |
|
$ 6.0 |
|
$
6.6 |
|
|
|
|
|
|
|
|
100% |
|
|
|
|
* | Categories Consist of: Financial, Non-Financial
and Strategic |
1 | Based on 13 clinic/hospitals: Aberdeen, Advanced Pet Care of Pasco,
All Breed, Bartow, Chiefland, Family Pet Care, Lytle, Old 41, Pets & Friends, Pony Express, Southern
Kern, Williamsburg, Valley Vet Services |
2 | G&A Expenses are defined on the clinic level P&L as operating
expenses which include: marketing & advertising rent & occupancy, information technology,
bank and credit card fees, dues & subscriptions, taxes & licenses, office expenses, travel
& entertainment) |
* | Results based on audited financials; timing of any pay-out March-April
of following year |
The table below reflects weighted achievement and opportunity
for payout at min / target / max per each KPI.
|
|
Clinic Revenue |
|
Clinic Profit |
|
Business Development |
|
Operational Efficiency |
Achievement Threshold %: |
|
Minimum
90% |
|
Target
100% |
|
Max
110+% |
|
Minimum
90% |
|
Target
100% |
|
Max
110+% |
|
Minimum
90% |
|
Target
100% |
|
Max
110+% |
|
Minimum
90% |
|
Target
100% |
|
Max
110+% |
CEO |
|
15.75% |
|
17.50%
|
|
21.88% |
|
15.75% |
|
17.50%
|
|
21.88% |
|
9.00% |
|
10.00% |
|
12.50% |
|
4.50% |
|
5.00% |
|
6.25% |
$ Payout (000s) |
|
47.3 |
|
52.5
|
|
65.6
|
|
47.3
|
|
52.5
|
|
65.6
|
|
27.0
|
|
30.0
|
|
37.5
|
|
13.5
|
|
15.0
|
|
18.8
|
Subsequent annual KPIs and achievement scale/weighting
to be determined by IVP Leadership for review and approval by the Compensation Committee.
| 3.3. | Long-Term
Incentive. As further compensation for the services to be performed hereunder, Employee shall receive shares of the Company’s
common stock as a Bonus (“Stock Bonus”), considering the Employee’s and Company’s performance for the calendar
year. At the time of issuance (with exception to the Signing Grant), the Compensation Committee shall decide the stock vehicle(s) to
be used (e.g., RSUs, Options, etc.) and the corresponding vesting schedule. Alignment to the Company stock plan programs and vesting
schedule will be considered and approved in accordance with the Company’s Equity Plan document. Stock grant awards will be awarded
as follows: |
Timing |
|
Amount of Base |
12/31/2025 |
|
60-65% |
12/21/2026 |
|
65-70% |
30 days from Signing* |
|
$150,000 |
* | The signing grant award will be non-qualified stock options and vested immediately. |
| 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 (Full-Time and Salaried) 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. 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 (2) 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 company or practice. |
| 6. | Non-Solicitation
of Clients. Employee agrees that during his employment with IVP and for a period of two (2) 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, if Employee had any communication with such client on behalf
of IVP or learned any confidential information about such client through Employee’s employment with 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 intentional or grossly negligent material failure
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. |
| 7.1.7. | Any
other intentional or grossly negligent act or omission which harms or may reasonably be expected to harm the reputation or business interests
of IVP |
| 7.2. | By
Employee with Good Reason. Employee may terminate the Agreement immediately with Good Reason. “Good Reason” is defined
as any of the following: |
| 7.2.1. | A
material breach of this Agreement by IVP if such breach is not cured within 10 days after Employee’s written notice. |
| 7.2.2. | A
material reduction in Employee’s salary, duties, or responsibilities without Employee’s consent (including but not limited
to a change limiting his authority as CFO) if such breach is not cured within 10 days after Employee’s written notice. |
| 7.2.3. | A
request by IVP to relocate more than 50 miles away for business reasons, if IVP does not allow Employee to work remotely. |
| 7.2.4. | A
Change in Control, if Employee gives notice of termination for any reason within six (6) 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 7.2.1, 7.2.2, or 7.2.3, IVP will provide Employee with severance pay equal
to twelve (12) months of Employee’s then-current Base Salary, and reimbursement of COBRA related expenses for eighteen (18) months
contingent on Employee executing a separation agreement and release of claims in a form prepared by IVP, attached as Exhibit 1. |
| 8.2. | In
the event this Agreement is terminated pursuant to Section 7.2.4, IVP will provide Employee with severance pay equal to (i) twelve (12)
months of Employee’s then-current Base Salary, (ii) reimbursement of COBRA related expenses for eighteen (18) months and (iii)
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 separation agreement and 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 Section 7.1 or terminated by Employee without Good Reason, as defined in Section 7.2,
IVP will pay Employee through his last date of employment only and will have no further obligation to Employee. |
| 8.4. | In
the event the Employee is terminated without “Cause” as the term is defined in Section 7.1, IVP will provide Employee with
severance pay equal to twelve (12) months of Employee’s then-current Base Salary, and reimbursement of COBRA related expenses for
eighteen (18) months contingent on Employee executing a separation agreement and release of claims in the form prepared by IVP, attached
as Exhibit 1. |
| 8.5. | Employee
shall have no legal duty to mitigate the severance pay amount Employee is due under this Agreement. |
| 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 the 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 Compensation Committee 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:
|
|
|
[Employee Name & Title] |
|
Date |
INSPIRE VETERINARY PARTNERS,
INC.
|
|
|
[IVP Signatory Name
& Title] |
|
Date |
Appendix A – Duties & Responsibilities
Chief Executive Officer
Reports to: Board of Directors
Supervisory Responsibilities:
Yes
Remote/Home Office
Job Type: Full time/Salaried
Estimated travel required: 25-50%
Position Brief
The Chief Executive
Officer or CEO provides leadership and accountability for the overall strategic and operational success of Inspire Veterinary Partners,
Inc. This will be carried out in concert with the guidance of the Board of Directors and in fulfillment of shareholder interests. The
CEO is responsible for giving proper strategic direction and creating a vision for success. A CEO must be both a prudent manager and an
inspiring leader with a business mindset and ability to see the “big picture” in a variety of settings. The CEO takes actions
to enhance the company’s cash flow and profitability while promoting a purpose driven culture and positions the company as an Employer
of Choice. The general goal of the CEO is to drive the company’s development and guide it towards long-term success.
Key Responsibilities
| ● | Develop
high quality business strategies and plans ensuring their alignment with short-term and long-term objectives |
| ● | Lead
and motivate senior leadership team to advance employee engagement |
| ● | Develop
a high performing managerial team |
| ● | Oversee all operations and business activities to ensure they produce the
desired results and are consistent with the overall strategy and mission |
| ● | Make high-quality investing decisions to advance the business and increase
profits |
| ● | Enforce adherence to legal guidelines and in-house policies to maintain the
company’s legality and business ethics |
| ● | Review financial and non-financial reports to devise solutions or improvements |
| ● | Build trust relations with key partners and stakeholders and act as a point
of contact for important shareholders |
| ● | Analyze problematic situations and occurrences and provide solutions to ensure
company survival and growth |
| ● | Maintain a deep knowledge of the markets and industry of the company |
Requirements and Skills
| ● | Proven and progressive experience as CEO or in other executive leadership
position |
| ● | Experience in developing profitable strategies and implementing vision |
| ● | Strong understanding of corporate finance and performance management principles |
| ● | Familiarity with diverse business functions such as marketing, PR, finance,
IR etc. |
| ● | In-depth knowledge of corporate governance and general management best practices |
| ● | An entrepreneurial mindset with outstanding organizational and leadership
skills |
| ● | Analytical abilities and problem-solving skills |
| ● | Excellent communication and public speaking skills |
| ● | BA/SB in business or relevant field required |
| ● | MSc/MA in business administration or relevant field preferred |
Exhibit 1 – Form Separation Agreement and Release of Claims
SEPARATION AGREEMENT AND GENERAL
RELEASE
This Separation Agreement and
General Release (“Agreement”) is made between ___________ (“Employee”) and Inspire Veterinary Partners, Inc. (“IVP”),
as of the last date of the signatures below.
Recitals
A.
Employee’s employment will terminate effective __________ (“Termination Date”) pursuant to Section ______ of the
parties’ Executive Employment Agreement (“EEA”).
B.
Regardless of whether Employee executes this Agreement, IVP shall pay Employee all compensation earned, less withholding taxes,
through the Termination Date and offer Employee any benefits to which Employee may be entitled under the Consolidated Omnibus Budget
Reconciliation Act (“COBRA”).
Agreement
For and in consideration of
the mutual promises and commitments set forth below, the parties agree as follows:
| 1. | Severance Pay. Pursuant to Section ____ of the EEA, in exchange for Employee executing this Agreement
and fulfilling its terms, IVP will pay Employee $______________ (“Severance Pay”), less all taxes and other withholdings required
by law. IVP will pay the Severance Pay to Employee within 14 days following the Revocation Period, as defined below. Employee is solely
responsible for any additional taxes and costs, including attorneys’ fees, that Employee may owe or incur as a result of the Severance
Pay. |
| 2. | General Release. Employee, for him and his heirs, representatives, successors, and assigns, hereby
waives, releases, and forever discharges IVP and its affiliated entities and their shareholders, officers, directors, executives, employees,
attorneys, and agents (collectively, “Releasees”), from any and all claims, known or unknown, that Employee has or may have
relating to or arising out of Employee’s employment with IVP or the termination thereof. The types of claims waived by Employee
include, but are not limited to: claims for wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation
or liability in tort; claims under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act (“ADEA”),
the Americans with Disabilities Act, the Employee Retirement Income Security Act, and all other federal, state, and local laws relating
to employment, employee benefits, or the termination of employment; and any other claim arising out of or relating to Employee’s
employment with IVP or the termination thereof. |
| 3. | ADEA Disclosures. This Agreement’s General Release includes a release of all claims under
the ADEA. Pursuant to the ADEA, Employee acknowledges that: (1) this General Release includes, but is not limited to, all claims under
the ADEA arising up to and including the date of the execution of this Agreement; (2) IVP has advised Employee to consult with an attorney
of Employee’s own choosing concerning this Agreement; (3) IVP has advised Employee to consider this Agreement fully before signing
it; (4) IVP has given Employee 21 days to consider this Agreement and to sign and return it to IVP; and (5) Employee has seven days following
the return of a signed copy of this Agreement (the “Revocation Period”) to revoke acceptance of this Agreement by delivering
a written notice of revocation to IVP. The Agreement will not become effective until after the Revocation Period. |
| 4. | Incorporation of EEA. The restrictive covenants in Sections 4 through 6 of the EEA are incorporated
herein and survive the termination of Employee’s employment. |
| 5. | Covenant Not To Sue; Protected Actions. Employee represents that Employee has no demand letters,
charges, complaints, or other proceedings pending in any court or administrative agency, commission, or other forum relating directly
or indirectly to employment with IVP. Employee acknowledges that Employee has been properly paid for all work performed. Employee promises
not to pursue any claim settled by this Agreement. Nothing in this Agreement precludes Employee from (a) filing a claim for or receiving
unemployment benefits; (b) communicating with any government agency or otherwise participating in any investigation or proceeding that
may be conducted by any government agency; (c) providing truthful testimony in litigation or to a government agency if compelled by subpoena
or similar mechanism; or (d) filing an administrative charge under certain statutes or with the U.S. Equal Employment Opportunity Commission
(“EEOC”) or other federal, state, or local government agency. Excepting only unemployment benefits, Employee waives the right
to any monetary or other recovery from any claim arising out of or relating to employment with or termination of employment with IVP,
including but not limited to any administrative charge filed with the EEOC or other federal, state, or local government agency. |
| 6. | Return of Property. Employee agrees to return to IVP all IVP property in Employee’s possession,
including without limitation all cell phones, laptops, computers, electronic devices, keys, key fobs, badges, documents, data, and business
information. Employee agrees not to retain any copies of or notes regarding any documents, data, or business information, and hereby confirms
that he has not retained any such copies or notes. |
| 7. | No Admission of Wrongdoing. This Agreement shall not be construed as an admission of wrongdoing
by either party. |
| 8. | 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. |
| 9. | 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. | 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. |
| 11. | Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of
IVP and its successors and assigns. Employee may not assign the Agreement. |
| 12. | Entire Agreement. This Agreement may not be altered or modified in any respect except by writing
duly executed by both parties. This Agreement constitutes the entire agreement between the parties pertaining to the matters with which
it deals and supersedes all prior agreements pertaining to those matters. |
| 13. | Headings. The headings contained in this Agreement are for reference purposes only and shall not
affect the meaning or interpretation of this Agreement. |
| 14. | Counterparts. This Agreement may be executed in any number of counterparts, including by electronic
transmission, each of which shall be an original, but such counterparts shall together constitute one and the same instrument. |
| 15. | Severability. If any provision of this Agreement is held invalid or unenforceable, that invalidity
shall not affect other provisions of this Agreement that can be given effect without the invalid provision, and to this end the provisions
of this Agreement are declared to be severable. |
THE UNDERSIGNED HAVE CAREFULLY
READ THE FOREGOING AGREEMENT, UNDERSTAND ITS CONTENTS, AND FREELY AND VOLUNTARILY AGREE TO BE BOUND BY ALL OF ITS TERMS.
|
|
|
INSPIRE VETERINARY PARTNERS, INC. |
|
Date |
By: |
|
|
|
Its: |
|
|
|
10
v3.25.1
Cover
|
Apr. 18, 2025 |
Cover [Abstract] |
|
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Apr. 18, 2025
|
Entity File Number |
001-41792
|
Entity Registrant Name |
INSPIRE VETERINARY PARTNERS, INC.
|
Entity Central Index Key |
0001939365
|
Entity Tax Identification Number |
85-4359258
|
Entity Incorporation, State or Country Code |
NV
|
Entity Address, Address Line One |
780 Lynnhaven Parkway
|
Entity Address, Address Line Two |
Suite 400
|
Entity Address, City or Town |
Virginia Beach
|
Entity Address, State or Province |
VA
|
Entity Address, Postal Zip Code |
23452
|
City Area Code |
757
|
Local Phone Number |
734-5464
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Written Communications |
false
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Soliciting Material |
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false
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Title of 12(b) Security |
Common stock, par value $0.0001
|
Trading Symbol |
IVP
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Security Exchange Name |
NASDAQ
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Entity Emerging Growth Company |
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