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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
November 2, 2026
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.
Item 1.01. Entry into a Material Definitive Agreement.
On November 2, 2026 (the “Closing Date”),
iSpecimen Inc. (the “Company”) and Foldlab AI Ltd., a company organized under the laws of British Columbia (“Foldlab”
or the “Seller”), entered into an amendment (the “Amendment”) to the Asset Purchase Agreement, dated September
4, 2026 (as amended, the “Agreement”), previously reported in the Company’s Current Report on Form 8-K filed with the
Securities and Exchange Commission (the “SEC”) on September 4, 2026.
The Amendment provides that: (i) because no third-party
escrow agent was engaged, the stock consideration under the Agreement (the “Stock Consideration”) is not deposited into escrow
and is instead issued following the closing of the transactions contemplated by the Agreement (the “Closing”) in restricted book-entry
form in the name of the Seller on the books of the Company’s transfer agent, Broadridge Corporate Issuer Solutions, LLC, bearing
restrictive legends and subject to a stop-transfer instruction; (ii) the five-year lock-up of the Stock Consideration, with no leak-out,
continues to apply and is implemented through those legends and stop-transfer instructions and through the voting rights agreement entered
into at Closing (the “Voting Rights Agreement”), rather than through an escrow agreement; and (iii) the Company may set off
amounts owed to it under the Agreement and may instruct the transfer agent to maintain the transfer restriction on any portion of the
Stock Consideration relating to a claim asserted before the fifth anniversary of the Closing Date until that claim is finally resolved.
The foregoing description of the Amendment is
qualified in its entirety by reference to the Amendment filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 2.01. Completion of Acquisition or Disposition
of Assets.
The information set forth in Item 1.01 of this
Current Report on Form 8-K is incorporated herein by reference. On the Closing Date, the Company completed the acquisition of certain
artificial intelligence software, models, source code, data rights, intellectual property and related assets (collectively, the “Transferred
Assets and Products”), including the Disease-Associated Protein Discovery AI Agent and the Disease Trend Prediction and Monitoring
AI Model, pursuant to the Agreement.
The aggregate purchase price (the “Purchase
Price”) was $4,500,000, consisting of (a) $750,000 in cash paid at Closing, (b) two milestone payments of $625,000 each (the “Milestone
Payments”), for an aggregate of $1,250,000, payable only upon delivery, testing and acceptance of each AI product under the objective
acceptance criteria set forth in the Agreement, and (c) the Stock Consideration, consisting of 2,907,977 shares of the Company’s
common stock, par value $0.0001 per share (the “Common Stock”), equal to $2,500,000 divided by $0.8597, the volume-weighted
average price per share of Common Stock for the ten consecutive trading days from October 19, 2026 through October 30, 2026, rounded down
to the nearest whole share. No Milestone Payment is earned or payable for partial performance, incomplete delivery, a failed test or an
unresolved material defect.
The Stock Consideration is subject to a five-year
lock-up beginning on the Closing Date, with no leak-out, during which Foldlab and any transferee may not sell, transfer, pledge, hedge,
short, lend or otherwise dispose of the shares or any related economic interest. Under the Voting Rights Agreement, dated as of the Closing
Date, Foldlab granted the Company an irrevocable proxy, coupled with an interest, to vote the Stock Consideration on matters relating
to the issuance, listing, transfer restrictions, recapitalization, change of control or implementation of the transaction. The Company’s
stockholders approved the issuance of the Stock Consideration at a special meeting held on October 9, 2026. The Company paid the cash
portion of the Purchase Price due at Closing from its existing cash on hand.
Before the Closing, there was no material relationship
between Foldlab and the Company or any of its affiliates, directors or officers, other than in respect of the Agreement and the related
transaction documents. The foregoing description is qualified in its entirety by reference to the Agreement, which is filed as Exhibit
2.1 to this Current Report on Form 8-K by incorporation by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K
filed with the SEC on September 4, 2026, the Amendment, which is filed as Exhibit 10.1, and the Voting Rights Agreement, which is filed
as Exhibit 10.2, each of which is incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Items 1.01 and 2.01
of this Current Report on Form 8-K is incorporated herein by reference.
On November 5, 2026, the Company issued 2,907,977
shares of Common Stock to Foldlab as the Stock Consideration, as partial consideration for the Transferred Assets and Products. The shares
were issued in reliance on the exemption from registration provided by Regulation S under the Securities Act of 1933, as amended (the
“Securities Act”), on the basis that Foldlab is not a U.S. person and the issuance was made in an offshore transaction, and,
alternatively, Section 4(a)(2) of the Securities Act, in each case based in part on representations made by Foldlab.
The shares are restricted securities, have not
been registered under the Securities Act or any state securities laws, may not be offered or sold in the United States absent registration
or an applicable exemption, and are subject to the lock-up described above. The Company has no obligation to register the resale of the
shares.
Item 5.01. Changes in Control of Registrant.
The information set forth in Items 1.01, 2.01
and 3.02 of this Current Report on Form 8-K is incorporated herein by reference.
As a result of the issuance of the Stock Consideration
on November 5, 2026, Foldlab acquired 2,907,977 shares of Common Stock, representing approximately 53.6% of the outstanding shares of
Common Stock, based on 2,518,590 shares of Common Stock outstanding as of August 12, 2026, the record date for the Company’s October
9, 2026 special meeting of stockholders, plus the shares issued as Stock Consideration. Zhengkang (Jacob) Shao is the sole director and
sole shareholder of Foldlab and may be deemed to beneficially own the shares held by Foldlab. The shares were acquired as partial consideration
for the Transferred Assets and Products, and no funds were used by Foldlab or Mr. Shao to acquire them.
Under the Voting Rights Agreement, Foldlab has
granted the Company an irrevocable proxy, coupled with an interest, to vote the Stock Consideration on matters relating to the issuance,
listing, transfer restrictions, recapitalization, change of control or implementation of the transaction, and Foldlab may not vote or
take any action with respect to the Stock Consideration that would reasonably be expected to impair the Company, the Transferred Assets
and Products, the transaction, the Company’s Nasdaq listing or compliance with securities laws. Foldlab otherwise retains the right
to vote the Stock Consideration, including in the election of directors. There is no arrangement or understanding between Foldlab or Mr.
Shao and the Company or any of its directors, officers or stockholders with respect to the election of directors or other matters, and
no change in the composition of the Company’s board of directors or executive officers occurred in connection with the Closing.
The Company is not aware of any arrangement, including any pledge of the Company’s securities, the operation of which may at a subsequent
date result in a change in control of the Company.
Item 7.01. Regulation FD Disclosure.
On November 5, 2026, the Company issued a press
release announcing the Closing, furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished pursuant to this Item
7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference
in such filing.
Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the delivery
and acceptance of milestone products, the integration of the acquired technology, the performance of the acquired technology, the Company’s
ability to realize anticipated benefits, and other statements that are not historical facts. These statements are based on the Company’s
current expectations, estimates and projections and are subject to risks and uncertainties that could cause actual results to differ materially
from those expressed or implied by such statements, including: the risk that milestone products may not be delivered, tested or accepted
on schedule or in accordance with the applicable acceptance criteria; the risk that the acquired technology may not perform as expected
or generate the anticipated benefits; the risk that the Company may not successfully integrate the acquired technology; and other risks
and uncertainties described in the Company’s filings with the SEC, including its Annual Report on Form 10-K and Quarterly Reports
on Form 10-Q. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by applicable law.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The Transferred Assets and Products do not constitute a business within the meaning of Rule 11-01(d) of Regulation S-X. Accordingly, no
financial statements are required to be filed pursuant to this Item 9.01(a).
(b) Pro forma financial information. Because the
acquisition of the Transferred Assets and Products did not constitute the acquisition of a business, no pro forma financial information
is required to be filed pursuant to this Item 9.01(b) or Article 11 of Regulation S-X.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 2.1 |
|
Asset Purchase Agreement, dated September 4, 2026, by and between iSpecimen Inc. and Foldlab AI Ltd. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 4, 2026) |
| 10.1 |
|
Amendment to Asset Purchase Agreement, dated as of November 2, 2026, by and between iSpecimen Inc. and Foldlab AI Ltd. |
| 10.2 |
|
Voting Rights Agreement, dated as of November 2, 2026, by and between iSpecimen Inc. and Foldlab AI Ltd. |
| 99.1 |
|
Press Release, dated November 5, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Certain schedules and exhibits have been omitted
pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon
request.
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: November 5, 2026
| |
iSPECIMEN INC. |
| |
|
|
| |
By: |
/s/ Shahin Behroyan |
| |
|
Name: |
Shahin Behroyan |
| |
|
Title: |
Chief Executive Officer |
Exhibit 99.1
iSpecimen Expands Into AI-Powered Drug Discovery
and Disease Trend Monitoring With Acquisition of Foldlab AI Products
New Agentic AI tools for protein discovery and
disease trend prediction take iSpecimen beyond its biospecimen marketplace
WOBURN, MA, Nov. 05, 2026 (GLOBE NEWSWIRE)
-- iSpecimen Inc. (Nasdaq: ISPC) (“iSpecimen” or the “Company”), an online global marketplace connecting scientists
who need biospecimens for medical research with a network of healthcare specimen providers, today announced that it completed, on November 2, 2026, the acquisition
of two artificial intelligence products from Foldlab AI Ltd. (“Foldlab”), a British Columbia company: an AI agent that identifies
disease-associated proteins and an AI model that predicts and monitors disease trends.
The transaction marks iSpecimen’s entry
into AI-powered disease intelligence. It pairs the Company’s established biospecimen network with tools designed to identify disease-associated
proteins and forecast and monitor disease trends. The acquisition was completed under an Asset Purchase Agreement dated September 4, 2026,
and was approved by the Company’s stockholders on October 9, 2026.
A complete technology transfer
iSpecimen acquired the full technology stack behind
both products, including the AI software, source code, model weights, documentation, data rights, repositories, credentials, deployment
materials and related intellectual property transferred under the Asset Purchase Agreement.
Transaction terms
The aggregate purchase price is $4.5 million,
consisting of:
| ● | $750,000 in cash paid at closing; |
| ● | Up to $1.25 million in two milestone payments of $625,000
each, payable upon delivery and acceptance of the applicable milestone products, subject to the delivery, testing and acceptance procedures
set forth in the Asset Purchase Agreement; and |
| ● | $2.5 million in shares of the Company’s common stock
(2,907,977 shares), with the number of shares determined using the volume-weighted average price of the common stock for the 10 consecutive
trading days ending on the trading day immediately preceding the closing date. |
The shares were issued to Foldlab on
November 5, 2026 in a private placement in reliance on Regulation S and Section 4(a)(2) of the Securities Act of 1933, as amended
(the “Securities Act”). The shares are subject to a five-year trading restriction and lock-up with no leak-out, and to a
voting rights agreement with the Company. The shares and related rights are governed by the Asset Purchase Agreement, as amended,
and the voting rights agreement entered into at closing.
“This acquisition expands
iSpecimen’s role in the research and discovery process by bringing together our biospecimen network and AI tools,” said
Shahin Behroyan, Chief Executive Officer of iSpecimen. “These capabilities have the potential to help researchers identify promising
protein targets and better understand disease trends. For iSpecimen, they create opportunities to deepen customer relationships,
reach new markets and develop complementary software and analytics revenue streams.”
Advisors
Sichenzia Ross Ference Carmel LLP served as legal
counsel to iSpecimen, and Farris LLP served as legal counsel to Foldlab.
Securities Law Notice
The shares of common stock issued in the private
placement have not been registered under the Securities Act or applicable state securities laws. The shares may not be offered or sold
in the United States absent registration or an applicable exemption from registration, and the issuance was made in reliance on the representations
and other requirements applicable to Regulation S and Section 4(a)(2).
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy the shares of common stock, nor shall there be any sale of the shares in any state or jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under applicable securities laws.About
iSpecimen
iSpecimen (Nasdaq: ISPC) offers an online marketplace
for human biospecimens, connecting scientists in commercial and non-profit organizations with healthcare providers that have access to
patients and specimens needed for medical discovery. Proprietary, cloud-based technology enables scientists to intuitively search for
specimens and patients across a federated partner network of hospitals, labs, biobanks, blood centers and other healthcare organizations.
For more information, please visit www.ispecimen.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements other than statements
of historical fact and may be identified by words or expressions such as “may,” “should,” “could,”
“would,” “will,” “expect,” “anticipate,” “intend,” “plan,” “believe,”
“estimate,” “continue,” “seek,” “potential,” “target,” “project,”
“forecast,” “outlook,” or similar expressions, or by discussions of strategy, plans, or intentions.
Forward-looking statements in this press release
include, without limitation, statements regarding the Company’s ability to integrate the acquired products and related assets into
its operations; the timing and successful completion of delivery, testing and acceptance requirements for the milestone products and payment
of the milestone consideration; the Company’s ability to maintain compliance with the continued listing requirements of The Nasdaq
Capital Market; the timing, ratio and effects of any reverse stock split; the potential dilution to existing stockholders from the issuance
of the stock consideration and other securities; the Company’s ability to continue as a going concern and obtain additional financing;
and the Company’s expectations regarding the transaction and the acquired products.
These forward-looking statements are based on
management’s current expectations and assumptions and are subject to risks, uncertainties and other factors, many of which are beyond
the Company’s control, that could cause actual results to differ materially from those expressed or implied. Such risks and uncertainties
include, without limitation, the risk that integration efforts may not be successful or may take longer than anticipated; that a milestone
product may not be delivered, tested or accepted on the anticipated timeline or at all; that the Company may fail to maintain compliance
with Nasdaq’s continued listing standards; that a reverse stock split may not be approved or implemented on the anticipated terms
or timeline; that the issuance of stock consideration or other securities may result in substantial dilution; and that the Company may
require additional financing to fund its operations or may be unable to continue as a going concern. Actual results may differ materially
from those expressed or implied by these forward-looking statements. Additional information regarding factors that may cause actual results
to differ materially is included under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the
year ended December 31, 2025, filed with the Securities and Exchange Commission on April 1, 2026, and in the Company’s subsequent
Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission, copies of which are available free of charge
through the Securities and Exchange Commission’s website at www.sec.gov. The forward-looking statements in this press release speak
only as of the date of this press release. Except as required by applicable law, the Company undertakes no obligation to publicly update
or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise.
For further information, please contact:
Media Contact
info@ispecimen.com
