IVP Inspire Veterinary Partners Inc

 

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): March 3, 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 Richard Frank, the Company’s current Chief Financial 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. 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 Financial 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 $255,000 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. Frank is eligible for annual performance bonuses at a rate of 36% (minimum), 40% or 50% (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. Frank is eligible to be awarded, in the compensation committee’s sole discretion, shares of Class A common stock based on the performance of Mr. Frank and the Company for each calendar year. Any such stock award will be equal to 45% - 50% and 50% - 55% of Mr. Frank’s base salary for the 2025 and 2026 calendar years, respectively, 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 death;

 

●

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 50 miles from Virginia Beach, if the Company does not allow Mr. Frank 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. 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

 

Exhibit No.		Description
10.1		Employment Agreement of Richard Frank
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

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: March 7, 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 March 1, 2025 (“Effective Date”), 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 (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 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 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 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.

Compensation.

 

3.1.

Base Salary. Effective January 1, 2025, IVP shall pay Employee a base annual salary of $255,000, in bi-weekly increments according to IVP’s normal payroll cycle.

 

Annual increases effective at fiscal year-start will be contingent upon individual and company performance and external market comparators. Compensation adjustments proposed to compensation committee for review and approval.

 

 

 

3.2.

Short-Term Incentive. Employee shall receive annual performance bonuses (“Bonuses”) at a minimum of 36%, target of 40% and maximum of 50% 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	%			16.5	%			15.0	%			13.5	%
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												Cinic Profit												Business Development												Operational Efficency
		Minimum				Target				Max				Minimum				Target				Max				Minimum				Target				Max				Minimum				Target				Max
Achievement Threshold %:			90%				100%				110+%				90%				100%				110+%				90%				100%				110+%				90%				100%				110+%
CFO			12.60	%			14.00	%			17.50	%			12.60	%			14.00	%			17.50	%			7.20	%			8.00	%			10.00	%			3.60	%			4.00	%			5.00	%
$ Payout (000s)			32.1				35.7				44.6				32.1				35.7				44.6				18.4				20.4				25.5				9.2				10.2				12.8

 

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			45-50%
12/21/2026			50-55%
30 days from Signing*			$100,000

 

*

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:

 

7.1.1.

Employee’s death.

 

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.

Severance Pay.

 

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.

Miscellaneous.

 

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:

 

/s/ Richard Frank
Richard Frank, Chief Financial Officer		03/06/25
[Employee Name & Title]		Date
INSPIRE VETERINARY PARTNERS, INC.
/s/ Lynley Kees
Lynley Kees, VP of Human Resources		03/06/25
[IVP Signatory Name & Title]		Date

 

  

Appendix A – Duties & Responsibilities

 

Chief Financial Officer

Reports to: CEO & President
Supervisory Responsibilities: Yes
Remote/Home Office

Job Type: Full time/Salaried FLSA-Exempt
Estimated travel required: 25-50%

 

Position Brief

 

The Chief Financial Officer or CFO provides leadership and accountability for the overall financial success of Inspire Veterinary Partners, Inc. The CFO is responsible for overseeing the financial operations of the company, setting financial goals, objectives, and budgets, while also implementing systems to safeguard the company’s assets. The position is responsible for financial management ranging from simple accounting to broad investment and banking operations. The primary purpose of the role is to protect the company’s revenues and profits to achieve full financial control and sustainable growth.

 

Key Responsibilities

 

●

Develop financial strategies by forecasting capital, facilities, and staff requirements, identifying monetary resources, and developing action plans

 

●

Monitor financial performance by measuring and analyzing results, initiating corrective actions, and minimizing the impact of variances

 

●

Report financial status by developing forecasts, reporting results, analyzing variances, and developing improvements

 

●

Comply and deliver on all SEC reporting requirements

 

●

Track cash flow and financial planning as well as analyzing the company’s financial strengths and weaknesses and proposing corrective actions.

 

●

Monitor all financial details to ensure that legal requirements are met

 

●

Coordinate and produce all tax documentation as required

 

●

Oversee the company’s fiscal activity, including budgeting, forecasting, reporting, and auditing

 

●

Identify and address financial risks and opportunities for the company

 

●

Supervise financial reporting and budgeting team

 

●

Work closely with other executives and team leaders to develop and execute company strategy

 

●

Update job knowledge by remaining aware of new financial regulations, participating in educational opportunities, reading professional publications, maintaining personal networks, and participating in professional organizations

 

●

Accomplish finance and organization mission by completing related results as needed

 

●

Maximize return on invested funds by identifying investment opportunities and maintaining relationships with the investment community

 

 

Requirements and Skills

 

●

Proven experience as a CFO, finance officer or relevant role

 

●

In-depth knowledge of corporate financial law and risk management practices

 

●

Excellent knowledge of data analysis and forecasting methods

 

●

Proficient in the use of MS Office and financial management software (e.g. SAP)

 

●

Ability to strategize and solve problems

 

●

Strong leadership and organizational skills

 

●

Excellent communication and people skills

 

●

An analytical mind, comfortable with numbers

 

●

CPA is preferred but not required

 

●

BSc/BA in Accounting, Finance or relevant field; MSc/MBA is a plus

 

 

Exhibit 1 – Form Separation Agreement and Release of Claims

 

SEPARATION AGREEMENT AND GENERAL RELEASE

 

This Separation Agreement and General Release (“Agreement”) is made between Richard Frank (“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.

 

RICHARD FRANK			Date
INSPIRE VETERINARY PARTNERS, INC.			Date
By:
Its:

 

 

 

v3.25.0.1

Cover	Mar. 03, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 03, 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
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.0001
Trading Symbol	IVP
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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