Material Agreement, Private Placement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On January 14, 2026, Inspire Veterinary Partners, Inc. (the "Company"), entered into a Cancellation and Exchange Agreement, (the "Agreement") with Target Capital 1 LLC ( "Target"). Pursuant to the Agreement, the Company and Target agreed to cancel $25,000 of the outstanding principal amount under that certain promissory note issued by the Company to Target on June 10, 2025, as amended (the "June Note"), in exchange for 2,500,000 shares of the Company's Class A common stock, par value $0.0001 per share. The number of shares issued was determined by dividing the cancelled debt by $0.01 per share.

The exchange was effected in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the "Securities Act").

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is furnished as Exhibit 10.1 to this Report on Form 8-K.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

The offer of securities to Target pursuant to the Agreement is being conducted as a private placement pursuant to and in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, and/or Rule 506(b) of Regulation D promulgated thereunder for transactions not involving a public offering and the exchange of the June Note is being conducted in reliance on Section 3(a)(9) of the Securities Act.