iSpecimen Inc.

09/25/2024 | Press release | Distributed by Public on 09/25/2024 15:21

Management Change/Compensation Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

On September 19, 2024, iSpecimen Inc., a Delaware corporation (the "Company"), entered into a Note Purchase Agreement (the "Purchase Agreement") with a lender (the "Lender"). Pursuant to the provisions of the Purchase Agreement, the Lender agreed to provide a loan to the Company in the amount of $1,000,000 (the "Loan") and the Company agreed to issue to the Lender a promissory note in the principal amount of $1,000,000 payable within 12 months after the date of issuance, with interest accruing and payable at a rate of 18% per annum (the "Note"). The Purchase Agreement contains customary representations and warranties and obligates the Lender to provide an additional loan to the Company, in the form of a revolving line of credit of up to $1,000,000, upon the Company's initial filing of a Registration Statement for an underwritten or best-efforts public offering for gross proceeds of at least $5,000,000.

On September 25, 2024, the Company and the Lender closed the transactions ("Closing") described in the Purchase Agreement, the Lender provided funds to the Company in the net amount of $960,000 and the Company issued the Note to the Lender in the principal amount of $1,000,000. The Note contains customary negative covenants and provisions relating to an Event of Default (as defined in the Note) by the Company thereunder.

Westpark Capital, Inc. served as the placement agent in connection with the Loan and was paid a placement agent fee in the amount of $40,000 for its services.

The foregoing descriptions of the material terms of the Purchase Agreement and the Note are qualified in their entirety by reference to the full text of the Purchase Agreement and the Note, copies of which are filed as Exhibits 10.1 and 4.1, respectively, hereto and are incorporated herein by reference.