Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On January 6, 2026, effective as of December 31, 2025, Inspire Veterinary Partners, Inc. (the "Company") entered into a securities purchase agreement with Manetto Hill Fund Series I LLC, a Delaware limited liability company ("Manetto") whereby the Company may issue up to an aggregate of $1,626,000 principal amount of convertible promissory notes in one or more closings, subject to the terms and conditions set forth therein. 

On January 6, 2026, effective as of December 31, 2025, the Company issued to a secured convertible promissory note in the principal amount of $975,000 for a purchase price of $750,000 (the "Note"). The Note has an interest rate of 10% per annum and a maturity date of December 31, 2026.

Pursuant to the securities purchase agreement, in connection with the issuance of the Note, the Company agreed to issue up to 2,500,000 shares of common stock to Manetto (the "Commitment Shares"). The proceeds from the sale of the Note are for general working capital.

Any amount of principal or interest on the Note which is not paid when due shall bear interest at the rate of the lesser of (i) twenty percent (20%) per annum or (ii) the maximum amount allowed by law from the due date thereof until the same is paid (the "Default Interest"). Interest shall commence accruing on the issuance date and shall be computed on the basis of a 360-day year.

The Note is convertible, at Manetto's option, into shares of the Company's common stock at a variable conversion price equal to the lesser of (i) $0.06 per share or (ii) 80% of the lowest traded price of the Company's common stock during the fifteen (15) consecutive trading days ending on the trading day immediately prior to the applicable conversion date, provided that the conversion price shall not be less than $0.01 per share.

The conversion price is subject to further downward adjustment in certain circumstances, including if the Company's common stock becomes subject to a DTC "chill," if the Company ceases to be a reporting company, or if the shares issuable upon conversion are not freely tradable within the time periods specified in the Note.

In addition, while any Note remains outstanding, if the Company issues or agrees to issue securities to any third party at a conversion or issuance price, or with a look-back period, that is more favorable than that applicable to the Note, Manetto has the right to adopt such more favorable pricing or look-back terms.

Subject to the terms of the Note and provided no Event of Default has occurred (as described in the Note), the Company may, with the prior written consent of Manetto, prepay a Note in full (but not in part) upon at least 21 trading days' prior written notice. Any such prepayment must be made in cash at an amount equal to 120% of the outstanding principal plus all accrued and unpaid interest and any Default Interest. If the Company delivers a prepayment notice and fails to make payment within two business days after the stated prepayment date, the Company permanently forfeits its right to prepay the Note.

While the Note is outstanding, the Company may not sell, lease or otherwise dispose of any material assets outside the ordinary course of business without Manetto's prior written consent, and any approved disposition must apply proceeds toward repayment of the Note.