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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/08/24 Inspire Veterinary Partners, Inc. 10-K 12/31/23 84:8.8M EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.75M
2: EX-4.8 Description of Registrant's Securities HTML 23K
7: EX-97.1 Inspire Veterinary Partners Inc. Incentive HTML 37K
Compensation Recovery Policy
3: EX-31.1 Certification -- §302 - SOA'02 HTML 28K
4: EX-31.2 Certification -- §302 - SOA'02 HTML 28K
5: EX-32.1 Certification -- §906 - SOA'02 HTML 24K
6: EX-32.2 Certification -- §906 - SOA'02 HTML 24K
13: R1 Cover HTML 100K
14: R2 Audit Information HTML 28K
15: R3 Consolidated Balance Sheets HTML 143K
16: R4 Consolidated Balance Sheets (Parentheticals) HTML 48K
17: R5 Consolidated Statements of Operations HTML 107K
18: R6 Consolidated Statements of Operations HTML 31K
(Parentheticals)
19: R7 Consolidated Statements of Changes in HTML 102K
Stockholders? Equity (Deficit)
20: R8 Consolidated Statements of Cash Flows HTML 146K
21: R9 Description of Business HTML 32K
22: R10 Significant Accounting Policies and Basis of HTML 67K
Presentation
23: R11 Property and Equipment HTML 32K
24: R12 Goodwill and Intangible Assets HTML 34K
25: R13 Business Acquisitions HTML 104K
26: R14 Debt HTML 101K
27: R15 Related Party Transactions HTML 36K
28: R16 Stockholders' Equity HTML 39K
29: R17 Retirement Plan HTML 30K
30: R18 Income Taxes HTML 44K
31: R19 Leases HTML 43K
32: R20 Commitments and Contingencies HTML 42K
33: R21 Subsequent Events HTML 39K
34: R22 Pay vs Performance Disclosure HTML 35K
35: R23 Insider Trading Arrangements HTML 29K
36: R24 Accounting Policies, by Policy (Policies) HTML 128K
37: R25 Significant Accounting Policies and Basis of HTML 32K
Presentation (Tables)
38: R26 Property and Equipment (Tables) HTML 30K
39: R27 Goodwill and Intangible Assets (Tables) HTML 37K
40: R28 Business Acquisitions (Tables) HTML 76K
41: R29 Debt (Tables) HTML 78K
42: R30 Income Taxes (Tables) HTML 45K
43: R31 Leases (Tables) HTML 44K
44: R32 Significant Accounting Policies and Basis of HTML 57K
Presentation (Details)
45: R33 Significant Accounting Policies and Basis of HTML 42K
Presentation (Details) - Schedule of Estimated
Useful Lives
46: R34 Significant Accounting Policies and Basis of HTML 29K
Presentation (Details) - Schedule of Diluted Net
Loss Per Share Antidilutive
47: R35 Property and Equipment (Details) HTML 25K
48: R36 Property and Equipment (Details) - Schedule of HTML 45K
Property and Equipment
49: R37 Goodwill and Intangible Assets (Details) HTML 26K
50: R38 Goodwill and Intangible Assets (Details) - HTML 29K
Schedule of Carrying Amount of Goodwill
51: R39 Goodwill and Intangible Assets (Details) - HTML 38K
Schedule of Intangible Assets
52: R40 Goodwill and Intangible Assets (Details) - HTML 37K
Schedule of Future Amortization Expense of
Intangible Assets
53: R41 Business Acquisitions (Details) - Part 1 HTML 84K
54: R42 Business Acquisitions (Details) - Part 2 HTML 84K
55: R43 Business Acquisitions (Details) - Part 4 HTML 68K
56: R44 Business Acquisitions (Details) - Schedule of HTML 118K
Final Purchase Price Allocation
57: R45 Business Acquisitions (Details) - Schedule of HTML 28K
Unaudited Pro Forma Consolidated Results of
Revenue and Net Loss, Assuming the Acquisitions
58: R46 Debt (Details) - Part-1 HTML 92K
59: R47 Debt (Details) - Part-2 HTML 107K
60: R48 Debt (Details) - Part-3 HTML 149K
61: R49 Debt (Details) - Part-4 HTML 76K
62: R50 Debt (Details) - Part-5 HTML 62K
63: R51 Debt (Details) - Schedule of Long-Term Debt HTML 119K
Instruments
64: R52 Debt (Details) - Schedule of Long-Term Debt HTML 84K
Instruments
65: R53 Debt (Details) - Schedule of Tabular Form of Notes HTML 40K
Payable
66: R54 Debt (Details) - Schedule of Tabular Form of HTML 40K
Maturities of Notes Payable
67: R55 Debt (Details) - Schedule of Bridge Notes HTML 42K
68: R56 Related Party Transactions (Details) HTML 55K
69: R57 Stockholders' Equity (Details) HTML 105K
70: R58 Retirement Plan (Details) HTML 29K
71: R59 Income Taxes (Details) HTML 34K
72: R60 Income Taxes (Details) - Schedule of Deferred Tax HTML 50K
Assets and Liabilities
73: R61 Income Taxes (Details) - Schedule of U.S Federal HTML 42K
Income Tax Rate
74: R62 Income Taxes (Details) - Schedule of Income Tax HTML 28K
Benefit
75: R63 Leases (Details) - Schedule of Consolidated HTML 40K
Statements of Operations
76: R64 Leases (Details) - Schedule of Consolidated HTML 32K
Balance Sheets
77: R65 Leases (Details) - Schedule of Future Minimum HTML 42K
Lease Payments
78: R66 Commitments and Contingencies (Details) HTML 76K
79: R67 Subsequent Events (Details) HTML 110K
81: XML IDEA XML File -- Filing Summary XML 152K
84: XML XBRL Instance -- ea0202969-10k_inspire_htm XML 1.83M
80: EXCEL IDEA Workbook of Financial Report Info XLSX 198K
9: EX-101.CAL XBRL Calculations -- ivp-20231231_cal XML 138K
10: EX-101.DEF XBRL Definitions -- ivp-20231231_def XML 1.18M
11: EX-101.LAB XBRL Labels -- ivp-20231231_lab XML 2.03M
12: EX-101.PRE XBRL Presentations -- ivp-20231231_pre XML 1.09M
8: EX-101.SCH XBRL Schema -- ivp-20231231 XSD 294K
82: JSON XBRL Instance as JSON Data -- MetaLinks 633± 882K
83: ZIP XBRL Zipped Folder -- 0001213900-24-031220-xbrl Zip 507K
Exhibit 97.1
Inspire Veterinary Partners Inc.
Incentive Compensation Recovery Policy
Effective Date: December 1, 2023
| 1. | Purpose. The purpose of the Inspire Veterinary Partners Inc. Incentive Compensation Recovery Policy (this “Policy”) is to provide for the recovery of certain Incentive-Based Compensation in the event of an Accounting Restatement. This Policy is intended to comply with, and to be administered and interpreted consistent with, Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Rule 10D-1 promulgated under the Exchange Act (“Rule 10D-1”), and Listing Rule 5608 adopted by the Nasdaq Stock Market LLC (“Nasdaq”) (the “Listing Standards”). Unless otherwise defined in this Policy, capitalized terms shall have the meanings set forth in the Appendix attached hereto. |
| 2. | Policy for Recovery of Erroneously Awarded Compensation. In the event of an Accounting Restatement, it is the Company’s policy to recover reasonably promptly the amount of any Erroneously Awarded Compensation Received during the Recovery Period. |
| 3. | Application of Policy. This Policy applies to Incentive-Based Compensation Received by an Executive Officer (i) on or after October 2, 2023 and after such individual began service as an Executive Officer, (ii) if that person served as an Executive Officer at any time during the performance period for the Incentive-Based Compensation, and (iii) while the Company had a listed class of securities on a national securities exchange. |
| 4. | Administration |
| a. | This Policy shall be administered by the Compensation Committee, except that the Board may determine to act as the administrator or designate another committee of the Board to act as the administrator with respect to any portion of this Policy other than Section 4(c) (the “Administrator”). The Administrator is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. |
| b. | The Company is authorized to take appropriate steps to implement this Policy and may effect recovery hereunder by: (i) requiring payment to the Company, (ii) set-off, (iii) reducing compensation, or (iv) such other means or combination of means as the Administrator determines to be appropriate. |
| c. | The Company need not recover Erroneously Awarded Compensation if and to the extent that the Compensation Committee or a majority of the independent members of the Board determines that such recovery is impracticable and not required under Rule 10D-1 and the Listing Standards, including if the Compensation Committee or a majority of the independent members of the Board determines that: (i) the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered after making a reasonable attempt to recover, or (ii) recovery would likely cause an otherwise tax-qualified broad-based retirement plan to fail the requirements of Section 401(a)(13) or Section 411(a) of the Internal Revenue Code of 1986, as amended, and regulations thereunder. |
| d. | The Administrator may require each Executive Officer to sign and return to the Company an Acknowledgment Form substantially in the form attached to this Policy as Exhibit A or in such other form determined by the Administrator, pursuant to which the Executive Officer agrees to be bound by, and comply with, the terms of this Policy. |
| e. | Any determinations made by the Administrator under this Policy shall be final and binding on all affected individuals and need not be uniform among affected individuals. |
| 5. | Other Recovery Rights; Company Claims. Any right of recovery pursuant to this Policy is in addition to, and not in lieu of, any other remedies or rights of recovery that may be available to the Company under applicable law or pursuant to the terms of any compensation recovery policy in any employment agreement, plan or award agreement, or pursuant to the terms of any other compensation recovery policy of the Company. Nothing contained in this Policy and no recovery hereunder shall limit any claims, damages, or other legal remedies the Company may have against an individual arising out of or resulting from any actions or omissions by such individual. |
| 6. | Reporting and Disclosure. The Company shall file all disclosures with respect to this Policy in accordance with the requirements of federal securities laws. |
| 7. | Indemnification Prohibition. Notwithstanding the terms of any indemnification or insurance policy or any contractual arrangement that may be interpreted to the contrary, the Company shall not indemnify any Executive Officer with respect to amount(s) recovered under this Policy or claims relating to the enforcement of this Policy, including any payment or reimbursement for the cost of third-party insurance purchased by such Executive Officer to fund potential clawback obligations hereunder. |
| 8. | Amendment; Termination. The Board or the Compensation Committee may amend or terminate this Policy from time to time in its discretion as it deems appropriate and shall amend this policy as it deems necessary to comply with applicable law or any rules or standards adopted by a national securities exchange on which the Company’s securities are listed; provided, however, that no amendment or termination of this Policy shall be effective to the extent it would cause the Company to violate any federal securities laws, Securities and Exchange Commission rule or the rules or standards of any national securities exchange on which the Company’s securities are listed. |
| 9. | Successors. This Policy shall be binding and enforceable against all individuals who are or were Executive Officers and their beneficiaries, heirs, executors, administrators, or other legal representatives. |
| 10. | Effective Date. This Policy was approved on November , 2023 and is effective only for Incentive-Based Compensation Received on or after October 2, 2023. |
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APPENDIX
Definitions: For purposes of this Policy, the following terms shall have the meanings set forth below:
“Accounting Restatement” means an accounting restatement of the Company’s financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, including any accounting restatement required to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
“Administrator” has the meaning set forth in Section 4(a) hereof.
“Board” means the Company’s Board of Directors.
“Company” means Inspire Veterinary Partners Inc., a corporation organized under the laws of the State of Nevada, and its affiliates.
“Compensation Committee” means the Compensation Committee of the Board.
“Erroneously Awarded Compensation” means the amount, as determined by the Administrator, of Incentive-Based Compensation received by an Executive Officer that exceeds the amount of Incentive-Based Compensation that would have been received by the Executive Officer had it been determined based on the restated amounts. For Incentive-Based Compensation based on stock price or total shareholder return (“TSR”) the Administrator will determine the amount based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or TSR upon which the Incentive-Based Compensation was received, and the Company will maintain documentation of the determination of that reasonable estimate and provide the documentation to Nasdaq. In all cases, the amount to be recovered will be calculated without regard to any taxes paid by the Executive Officer with respect of the Erroneously Awarded Compensation.
“Executive Officers” means the Company’s current and former executive officers as determined by the Administrator in accordance with Rule 10D-1 and the Listing Standards. Generally, Executive Officers include any executive officer designated by the Board as an “officer” under Rule 16a-1(f) under the Exchange Act.
“Financial Reporting Measure” means (i) any measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements and any measure derived wholly or in part from such a measure, and (ii) any measure based wholly or in part on the Company’s stock price or total shareholder return. A Financial Reporting Measure need not be presented within the Company’s financial statements or included in a filing with the Securities and Exchange Commission.
“Incentive-Based Compensation” means any compensation granted, earned, or vested based in whole or in part on the Company’s attainment of a Financial Reporting Measure. Incentive-Based Compensation is deemed to be “Received” for purposes of this Policy in the fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even if the payment or grant of such Incentive-Based Compensation occurs after the end of that period.
“Recovery Period” means the three completed fiscal years immediately preceding the date that the Company is required to prepare the applicable Accounting Restatement and any “transition period” as described under Rule 10D-1 and the Listing Standards. For purposes of this Policy, the “date that the Company is required to prepare the applicable Accounting Restatement” is the earlier to occur of (i) the date the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement, or (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare an Accounting Restatement.
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Exhibit A
Inspire Veterinary Partners Inc.
Incentive Compensation Recovery Policy
ACKNOWLEDGEMENT FORM
I, the undersigned, acknowledge and affirm that I have received and reviewed a copy of the Inspire Veterinary Partners Inc. Incentive Compensation Recovery Policy, and agree that: (i) I am and will continue to be subject to the Inspire Veterinary Partners Inc. Incentive Compensation Recovery Policy, as amended from time to time (the “Policy”), (ii) the Policy will apply to me both during and after my employment with the Company, and (iii) I will abide by the terms of the Policy, including, without limitation, by promptly returning any Erroneously Awarded Compensation to the Company to the extent required by, and in a manner determined by the Administrator and permitted by, the Policy. In the event of any inconsistency between the Policy and the terms of any employment agreement or offer letter to which I am a party, or the terms of any compensation plan, program, or agreement under which any compensation has been granted, awarded, earned or paid, the terms of the Policy shall govern.
Capitalized terms used but not otherwise defined in this Acknowledgement Form shall have the meanings ascribed to such terms in the Policy.
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| This ‘10-K’ Filing | Date | Other Filings | ||
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| Filed on: | 4/8/24 | |||
| For Period end: | 12/31/23 | NT 10-K | ||
| 12/1/23 | 8-K | |||
| 10/2/23 | ||||
| List all Filings | ||||