{"url_path":"/sec/ispc/8-k/2026-05-13/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-13","source_url":"https://www.sec.gov/Archives/edgar/data/1558569/0001213900-26-055912-index.html","accession_number":"0001213900-26-055912","cik":"0001558569","ticker":"ISPC","issuer_name":"iSpecimen Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1558569/0001213900-26-055912-index.html","primary_entity_key":"0001558569","primary_entity_name":"iSpecimen Inc."},"word_count":599,"has_tables":true,"body_markdown":"** **\n\n****\n\n \n\n** **\n\n****\n\n \n\n \n\n** **\n\n**Item 1.01 Entry into a Material Definitive\nAgreement.**\n\n \n\nOn May 8, 2026, iSpecimen Inc., a Delaware corporation\n(Nasdaq: ISPC) (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain\naccredited investors (the “Investors”), pursuant to which the Company agreed to issue and sell 488,281 shares of the Company’s\ncommon stock, par value $0.0001 per share (the “Common Stock” or “Shares”), at a purchase price of $5.12 per Share.\nIn lieu of Shares that would otherwise result in a purchaser’s beneficial ownership exceeding 4.99% of the number of shares of Common\nStock outstanding immediately after giving effect to the issuance of such Shares, certain purchasers may elect to receive pre-funded warrants\n(the “Pre-Funded Warrants”) at a purchase price of $5.1199 per Pre-Funded Warrant (equal to the per Share purchase price less\n$0.0001). Each Pre-Funded Warrant is exercisable immediately upon issuance for one share of Common Stock at an exercise price of $0.0001\nper share and will remain exercisable until exercised in full. The shares of Common Stock issuable upon exercise of the Pre-Funded Warrants\nare referred to herein as the “Warrant Shares.”\n\n \n\nPursuant to the Purchase Agreement, on May 11,\n2026, the Company issued and sold an aggregate of 85,202 Shares at a purchase price of $5.12 per Share and 403,088 Pre-Funded Warrants\nto purchase 403,088 shares of the Company’s common stock at a purchase price of $5.1199 per Pre-Funded Warrant (equal to the per\nShare purchase price less $0.0001), in lieu of Shares that would otherwise result in a purchaser’s beneficial ownership exceeding\n4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of such Shares, for aggregate\ngross proceeds of approximately $2.5 million at the closing (the “Closing”), before deducting fees payable to the placement\nagent and other offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering for working capital\npurposes, including up to $900,000 in marketing expenses.\n\n \n\nPursuant to the terms of the Purchase Agreement,\nthe aggregate number of shares of Common Stock issuable to the Investors in the Offering (including upon exercise of the Pre-Funded Warrants\nand giving effect to any anti-dilution and price adjustment provisions thereunder) is subject to a cap of 19.99% of the Company’s\noutstanding Common Stock immediately prior to the execution of the Purchase Agreement, until such time as the Company obtains the approval\nof its stockholders required under applicable Nasdaq Listing Rules.\n\n \n\nIn connection with the Purchase Agreement, the\nCompany also entered into a Registration Rights Agreement with the Investors (the “Registration Rights Agreement”), pursuant\nto which the Company agreed to provide certain registration rights with respect to the resale of the Shares and the Warrant Shares, and\nagreed to file an initial registration statement within 30 days following the Closing to register the resale of such securities. In addition,\nin connection with the Offering, the Company entered into a Placement Agent Agreement, dated May 8, 2026 (the “Placement Agent Agreement”),\nwith E.F. Hutton & Co. (the “Placement Agent”), pursuant to which the Placement Agent agreed to act as the Company’s\nexclusive placement agent in connection with the Offering, subject to the terms and conditions set forth therein.\n\n \n\nThe foregoing descriptions of the Purchase Agreement,\nthe Registration Rights Agreement, the Placement Agent Agreement and the Pre-Funded Warrants do not purport to be complete and are qualified\nin their entirety by reference to the full text of the forms of such agreements, which are filed as Exhibits 10.1, 10.2, 10.3 and 4.1\nto this Current Report on Form 8-K and incorporated herein by reference."}