Inspire Veterinary Partners Inc-A美股招股说明书(2025-12-09版)

INSPIRE VETERINARY PARTNERS, INC. This prospectus relates to the potential offer and resale by the selling stockholders identified in this prospectus or theirpermitted transferees (the “Selling Stockholders”) of 46,419,092 shares of our Class A common stock, $0.0001 par value per share,(the “Class A common stock” or “Common Stock”) consisting of (i) up to 26,194,092 shares of Common Stock issuable uponconversion of Series B convertible preferred stock (“Series B Preferred Stock”) pursuant to that certain securities purchase agreementdated July 28, 2025 (the “Private Placement”), (ii)7,725,000 shares of Common Stock issuable upon the exercise of warrants (at anexercise price of $1.00per share), issued to investors in the Private Placement and (iii) up to 12,500,000 shares issuable uponconversion of the principal and accrued interest at maturity of promissory notes, as amended, in the aggregate principal amount of$1,250,000 issued to Target Capital 1, LLC (“Target”) on June 10, 2025 and June 30, of 2025, respectively(collectively the “TargetNotes”). See the section of this prospectus entitled “Offering” for a description of the transactions and the section entitled “SellingStockholders” for additional information about the Selling Stockholders. The registration of the shares of our Common Stock covered by this prospectus does not necessarily mean that any shares ofour Common Stock will be sold by any of the Selling Stockholders, and we cannot predict when or in what amounts any of the SellingStockholders may sell any of our shares of Common Stock offered by this prospectus. The Selling Stockholders, or their respective transferees, pledgees, donees or other successors-in-interest, may sell theCommon Stock through public or private transactions at prevailing market prices, at prices related to prevailing market prices or atprivately negotiated prices. The Selling Stockholders may sell any, all or none of the securities offered by this prospectus, and we donot know when or in what amount the Selling Stockholders may sell their shares of Common Stock hereunder following the effectivedate of this registration statement. We provide more information about how a Selling Stockholders may sell its shares of CommonStock in the section titled “Plan of Distribution” on page 95. There is currently a limited public trading market for our Common Stock. Our Common Stock is listed on the Nasdaq Capital Market under the symbol “IVP.” The last reported sale price of ourCommon Stock on the Nasdaq Capital Market on November 28, 2025, was $0.12 per share. We are registering the shares of Common Stock on behalf of the Selling Stockholders, to be offered and sold by them fromtime to time. We will not receive any proceeds from the sale of the Common Stock by the Selling Stockholders in the offeringdescribed in this prospectus. We have agreed to bear all of the expenses incurred in connection with the registration of the CommonStock. The Selling Stockholders will pay or assume discounts, commissions, fees of underwriters, selling brokers or dealer managersand similar expenses, if any, incurred for the sale of the Common Stock. We are an “emerging growth company”, as that term is used in the Jumpstart Our Business Startups Act of 2012, and will besubject to reduced public company reporting requirements. Investing in our securities involves significant risk. You should review carefully the risk factors described in, andincorporated by reference under, “Risk Factors” beginning on page 9 of this prospectus before investing in our Class Acommon stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is acriminal offense. The date of this prospectus is December 9, 2025. TABLE OF CONTENTS PageProspectus Summary1Cautionary Statement Regarding Forward-Looking Statements8Risk Factors9Use of Proceeds25Management’s Discussion and Analysis of Financial Condition and Results of Operations26Our Business61Management and Board of Directors66Executive and Director Compensation73Security Ownership of Certain Beneficial Owners and Management80Certain Relationships and Related Party Transactions82Description of Capital Stock84Private Placement of Series B Preferred Stock, Warrants and Convertible Notes89Selling Stockholders92Plan of Distribution95Legal Matters97Experts97Where You Can Find More Information97Index to Financial StatementF-1 You should rely only on the information contained in this prospectus. Neither we, nor the Selling Stockholders haveauthorized anyone to provide information different from that contained in this prospectus. The Selling Stockholders are offering tosell, and seeking offers to buy, shares of Common Stock only in jurisdictions where offers and sales are permitted. The informationcontained in this prospectus is accurate only as of th