Inspire Veterinary Partners Inc-A美股招股说明书(2026-01-30版)

INSPIRE VETERINARY PARTNERS, INC. This prospectus relates to the potential offer and resale by the selling stockholder identified in this prospectus or its permittedtransferees (the “Selling Stockholder”) of up to 200,000,000 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 118,500,000 shares of Common Stock issuable upon conversionof the principal and accrued interest of a secured convertible promissory note issued December 31, 2025 in the aggregate principalamount of $975,000 ( the “First Note”), which was purchased pursuant to a securities purchase agreement effective as of December31, 2025 (the “Purchase Agreement”), (ii) 2,000,000 shares of Common Stock issued as additional consideration in connection withthe purchase of the First Note, (iii) up to 79,000,000 shares of Common Stock issuable upon conversion of the principal and accruedinterest of a secured convertible promissory note in the aggregate principal amount of up to $650,000 (the “Second Note”), which willbe issued pursuant to the Purchase Agreement upon the registration statement of which this prospectus is a part having been declaredeffective by the U.S. Securities and Exchange Commission (“SEC”), and (iv) 500,000 shares of Common Stock to be issued asadditional consideration in connection with the purchase of the Second Note. See the section of this prospectus entitled “PrivatePlacement of Secured Convertible Promissory Notes” for a description of the transactions and the section entitled “SellingStockholder” for additional information about the Selling Stockholder. 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 the Selling Stockholder, and we cannot predict when or in what amounts the Selling Stockholdermay sell any of our shares of Common Stock offered by this prospectus. We will not receive any proceeds from the sale of theCommon Stock by the Selling Stockholders in the offering described in this prospectus. We provide more information about how theSelling Stockholder may sell its shares of Common Stock in the section of this prospectus entitled “Plan of Distribution.” Our Common Stock is listed on the OTCQB Venture Market under the symbol “IVPR.” The last reported sale price of ourCommon Stock on the OTCQB Venture Market on January 21, 2026, was $0.01 per share. We are an “emerging growth company”, as that term is used in the Jumpstart Our Business Startups Act of 2012, and aresubject 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 January 29, 2026. 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 Secured Convertible Promissory Notes89Selling Stockholder91Plan of Distribution92Legal Matters94Experts94Where You Can Find More Information94Index to Financial StatementF-1 You should rely only on the information contained in this prospectus. Neither we, nor the Selling Stockholder have authorizedanyone to provide information different from that contained in this prospectus. The Selling Stockholder is offering to sell, and seekingoffers to buy, shares of Common Stock only in jurisdictions where offers and sales are permitted. The information contained in thisprospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of ourCommon Stock. PROSPECTUS SUMMARY Inspire Veterinary owns and operates veterinary hospitals throughout the United States. The Company specializes in smallanimal general practice hospitals which serve all manner of companion pets, emphasizing canine and feline breeds and includingequine care. As the Company expands, it may acquire additional veterinary hospitals, including general practice, mixed animalfacilities, and critical and emergency care. The Company completed its initial public offering on August 31, 2023 and its shares of Class A common stock are tradedon the OTCQB Venture Market under the symbol “IVP