Material Agreement, Private Placement, Amendments to Bylaws (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On December 30, 2025, iSpecimen Inc., a Delaware corporation (Nasdaq: ISPC) (the "Company"), entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain accredited investors (the "Investors"), pursuant to which the Company agreed to sell, and the Investors agreed to purchase, 6,875 shares of the Company's newly-designated Series C Convertible Non-Voting Preferred Stock, par value $0.0001 per share (the "Series C Preferred Stock"), having a stated value of $1,000 per share, at a purchase price of $800 per share. The Series C Preferred Stock is convertible into shares of the Company's common stock, par value $0.0001 per share (the "Common Stock" and such shares, the "Conversion Shares"), with each share of Series C Preferred Stock convertible into a number of shares of Common Stock equal to the stated value of $1,000 per share divided by a conversion price equal to 85% of the closing price of the Company's common stock on the trading day immediately preceding the applicable conversion date, provided that such conversion price shall not be less than $0.0681 (the "Floor Price").

Pursuant to the Purchase Agreement, on December 31, 2025, the Company issued and sold 6,875 shares of Series C Preferred Stock for an aggregate purchase price of $5.5 million at the closing (the "Closing").

In connection with the Purchase Agreement, the Company also entered into a Registration Rights Agreement with the Investors (the "Registration Rights Agreement"), pursuant to which the Company agreed to provide certain registration rights with respect to the resale of the Conversion Shares, and agreed to file an initial registration statement within certain time periods as set forth in the Registration Rights Agreement to register the Conversion Shares.

In addition, in connection with the Offering, the Company entered into a Placement Agent Agreement, dated December 30, 2025 (the "Placement Agent Agreement"), with E.F. Hutton & Co. (the "Placement Agent"), pursuant to which the Placement Agent agreed to act as the Company's exclusive placement agent in connection with the Offering, subject to the terms and conditions set forth therein.

The foregoing descriptions of the Purchase Agreement, the Registration Rights Agreement and the Placement Agent Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the forms of such agreements, which are filed as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K and incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The issuance and sale of the Series C Preferred Stock at the Closing was made, and the issuance and sale of the additional Conversion Shares will be made, in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506(b) of Regulation D promulgated thereunder, as transactions by an issuer not involving a public offering. The Investors represented that they are an "accredited investor" as defined in Rule 501(a) under the Securities Act.

The information in Item 1.01 is incorporated by reference herein.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 30, 2025, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series C Convertible Non-Voting Preferred Stock (the "Certificate of Designation") with the Secretary of State of the State of Delaware, establishing the rights, preferences, privileges and limitations of such Series C Preferred Stock.

The Series C Preferred Stock is convertible into shares of Common Stock, with each share of Series C Preferred Stock convertible into a number of shares of Common Stock equal to the stated value of $1,000 per share divided by a conversion price equal to 85% of the closing price of the Company's common stock on the trading day immediately preceding the applicable conversion date, provided that such conversion price shall not be less than the Floor Price. The Series C Preferred Stock ranks senior to the Common Stock with respect to the preferences as to dividends, distributions, and payments upon liquidation, dissolution or winding up, subject to the terms of the Certificate of Designation.