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Inspire Veterinary Partners , Inc. (NASDAQ:IVP), a Nevada-incorporated company specializing in agriculture services, has disclosed through an 8-K filing with the SEC that it has entered into a new employment agreement with its Chief Financial Officer, Richard Frank. This agreement, effective as of Monday, March 3, 2025, establishes a two-year term with potential for renewal through future contracts. The company, currently valued at $2.6 million in market capitalization, faces significant operational challenges according to InvestingPro data, with a negative EBITDA of $7.4 million in the last twelve months.
Under the terms of the agreement, Mr. Frank will receive an annual salary of $255,000, subject to annual reviews and adjustments by the company’s compensation committee. In addition to his base salary, Mr. Frank is eligible for performance-based bonuses ranging from 36% to 50% of his annual salary, depending on the attainment of specific performance targets. This comes as the company generates annual revenue of $17 million but faces profitability challenges, with InvestingPro analysis revealing concerning financial health metrics, including a high debt-to-equity ratio of 5.6x and negative return on assets of -66%.
The agreement also allows for potential stock awards in Class A common stock, contingent upon Mr. Frank’s and the company’s performance. These awards could range from 45% to 55% of his base salary for the years 2025 and 2026, respectively, and would be fully vested upon issuance. The stock awards come at a challenging time for IVP’s share price, which has declined by 91% over the past six months and currently trades near its 52-week low of $1.88.
Mr. Frank’s responsibilities include dedicating sufficient time to his duties, focusing his best efforts on the company’s business, and refraining from engaging in any activities that could detract from his performance. The agreement contains confidentiality provisions and non-solicitation clauses that restrict Mr. Frank from soliciting employees or clients of Inspire Veterinary Partners for two years post-termination.
The company may terminate the agreement immediately for cause under specific circumstances, including incapacity, dishonesty, neglect of duties, legal violations, policy breaches, or actions that may harm the company’s reputation. Conversely, Mr. Frank has the right to terminate the agreement for good reason, such as material breaches by the company, significant changes in his role without consent, office relocation beyond a 50-mile radius from Virginia Beach unless remote work is permitted, or a change in company control.
Severance payments may be due to Mr. Frank if certain termination conditions are met. This agreement is governed by the laws of the Commonwealth of Virginia. The information provided is based on a press release statement.
In other recent news, Inspire Veterinary Partners, Inc. has made significant moves to address compliance issues with Nasdaq’s listing requirements. The company announced an amendment to its Articles of Incorporation, increasing the authorized shares of Class A common stock to 100 million, which became effective on February 11, 2025. This amendment provides Inspire Veterinary with the potential flexibility to issue more stock for various purposes. Additionally, the company enacted a reverse stock split at a ratio of 1-for-25, effective January 3, 2025, to elevate its per-share bid price and meet Nasdaq’s minimum bid price requirement. This action reduced the authorized shares from 100 million to 4 million.
Inspire Veterinary has successfully regained compliance with Nasdaq’s minimum bid price requirement as of February 10, 2025. However, the company remains under a Mandatory Panel Monitor until December 12, 2025, to ensure continued adherence to listing standards. Inspire Veterinary had previously been cited for not conducting a "public offering" in compliance with Nasdaq’s shareholder approval rules. Despite obtaining shareholder ratification, the company received a Public Reprimand Letter. The company has also been granted a grace period until June 16, 2025, to address a separate issue related to the Minimum Bid Price Requirement. These developments highlight Inspire Veterinary’s ongoing efforts to maintain its Nasdaq listing.
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