Exhibit 3.6

 

AMENDMENT TO CERTIFICATE OF DESIGNATION

OF

Inspire Veterinary Partners, Inc.

Pursuant to Section 78.1955 of the

Nevada Revised Statutes

SERIES A PREFERRED STOCK

The Certificate of Designation of the Series A Preferred Stock Inspire Veterinary Partners, Inc., a Nevada corporation (the “Company”), as originally filed with the Nevada Secretary of State on July 12, 2023, and as amended by the Certificate of Amendment filed with the Nevada Secretary of State on November 7, 2023 (the “Designation”), is hereby amended as follows:

Section 4(b) of the Designation is hereby amended to read as follows:

“b. Conversion Price. The conversion price (the “Conversion Price”) for the Series A Preferred Stock shall be the amount equal to sixty percent (60%) the VWAP for the Company’s common stock for the three (3) trading days immediately preceding the date of such conversion, with the exception of any conversion made during the first three (3) trading days on which the Company’s common stock is listed on a national securities exchange. For any conversion made during the first three (3) trading days on which the Company’s common stock is listed on a national securities exchange, the Conversion Price shall be equal to sixty percent (60%) of the per-share price for the Company’s initial underwritten registered public offering on the national securities exchange. All such foregoing determinations will be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during such measuring period. “VWAP” means the dollar volume-weighted average price for the Common Stock on the principal securities exchange or securities market on which the Common Stock is then traded. Notwithstanding the foregoing, in no case shall the Conversion Price be less than $0.01 per share, as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction conducted after the date of this Amendment.”

All terms of the Designation not amended hereby shall remain in full force and effect.

1

IN WITNESS WHEREOF the undersigned has signed this Amendment to Certificate of Designation this 27th day of March, 2024.

Inspire Veterinary Partners, Inc.
By:	/s/ Kimball Carr
	Name:	Kimball Carr
	Title:	CEO

2