iSpecimen (NASDAQ: ISPC) revises Series C preferred conversion and floor prices

Rhea-AI Filing Summary

iSpecimen Inc. filed an amended current report to update the terms of its Series C Convertible Non-Voting Preferred Stock. On January 16, 2026, the company filed an Amended Certificate of Designation that modifies Section 7 of the original designation. The change makes both the Conversion Price and the Floor Price subject to proportionate adjustment if there is any reverse stock split, share combination or similar transaction that reduces the number of outstanding common shares.

The amendment was approved by the company and holders of more than a majority of the outstanding Series C Preferred Stock, as permitted under the original terms. All other rights, preferences and privileges of the Series C Preferred Stock remain unchanged.

Insights

Capital structure specialist

iSpecimen realigns Series C preferred conversion math with future reverse splits.

The amendment clarifies how the Series C Convertible Non-Voting Preferred Stock will behave if iSpecimen completes a reverse stock split or similar share consolidation. By tying both the Conversion Price and the Floor Price to proportionate adjustment when the common share count decreases, the terms help preserve the economic relationship between preferred and common shares through such capital structure changes.

This adjustment was approved by the company and holders of more than a majority of the Series C Preferred Stock under the process allowed in the original certificate. The filing also confirms that, aside from these conversion-related mechanics, all other terms and preferences of the Series C Preferred Stock stay in effect, so the impact is focused on how any future structural share changes flow through to preferred conversions.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 30, 2025

iSpecimen Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-40501		27-0480143
(State or other jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

8 Cabot Road, Suite 1800
Woburn, MA 01801

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (781) 301-6700

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		ISPC		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

This Amendment No. 1 on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by iSpecimen Inc. (the “Company”) with the Securities and Exchange Commission on January 2, 2026 (the “Original Form 8-K”). Except as expressly set forth herein, no other changes have been made to the Original Form 8-K.

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

As previously disclosed in the Original Form 8-K, 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 “Original Certificate of Designation”) for the Company’s newly-designated Series C Convertible Non-Voting Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”) with the Secretary of State of the State of Delaware.

On January 16, 2026, the Company filed an Amended Certificate of Designations, Preferences and Rights of the Series C Convertible Non-Voting Preferred Stock (the “Amended Certificate of Designation”) with the Secretary of State of the State of Delaware. The Amended Certificate of Designation amends Section 7 of the Original Certificate of Designation to provide that both the Conversion Price (as defined in the Original Certificate of Designation) and the Floor Price (as defined in the Original Certificate of Designation) are subject to proportionate adjustment upon any reverse stock split, share combination or similar transaction that results in a decrease in the number of outstanding shares of the Company’s common stock, in each case as set forth therein.

The Amended Certificate of Designation was approved in accordance with Section 23 of the Original Certificate of Designation by the Company and the holders of more than a majority of the outstanding shares of the Series C Preferred Stock.

Except as expressly amended by the Amended Certificate of Designation, all terms, preferences and privileges of the Series C Preferred Stock remain in full force and effect.

The foregoing description of the Amended Certificate of Designation does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Certificate of Designation, which is filed as Exhibit 3.1 to this Amendment and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Amended Certificate of Designation of Series C Convertible Non-Voting Preferred Stock as filed on January 16, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 16, 2026

	iSPECIMEN INC.
	By:	/s/ Katharyn Field
		Name:	Katharyn Field
		Title:	Chief Executive Officer

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FAQ

What did iSpecimen (ISPC) change in this amended report?

iSpecimen updated the terms of its Series C Convertible Non-Voting Preferred Stock so that both the Conversion Price and Floor Price adjust proportionately after any reverse stock split, share combination or similar transaction that reduces common shares.

Which section of the Series C Preferred Stock terms was amended by iSpecimen (ISPC)?

Section 7 of the original Certificate of Designation was amended to specify proportionate adjustments to the Conversion Price and Floor Price following certain capital structure changes.

When did iSpecimen file the Amended Certificate of Designation for the Series C Preferred Stock?

iSpecimen filed the Amended Certificate of Designation for the Series C Convertible Non-Voting Preferred Stock on January 16, 2026 with the Delaware Secretary of State.

Who approved the amended Series C Preferred Stock terms at iSpecimen (ISPC)?

The amendment was approved by iSpecimen and the holders of more than a majority of the outstanding shares of the Series C Convertible Non-Voting Preferred Stock, in accordance with the original terms.

Did iSpecimen change any other terms of the Series C Preferred Stock?

No. The filing states that, except for the amendment to the Conversion Price and Floor Price adjustment mechanics, all other terms, preferences and privileges of the Series C Preferred Stock remain in full force and effect.

Where can investors see the full amended Series C Preferred Stock terms for iSpecimen (ISPC)?

The complete Amended Certificate of Designation is filed as Exhibit 3.1 to this amended report and is incorporated by reference for full details of the Series C Preferred Stock terms.