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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):
August 6, 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 August 6, 2026, iSpecimen Inc. (the “Company”)
entered into a Settlement Agreement and Mutual Release (the “Settlement Agreement”) with WestPark Capital, Inc. (“WestPark”)
to resolve all disputes between them, including the arbitration captioned WestPark Capital, Inc. v. iSpecimen, Inc., JAMS Ref.
No. 5425005724 (the “Arbitration”). The Arbitration arose from engagement agreements dated on or about July 31, 2025 and October
15, 2025 (together, the “Engagement Agreements”), pursuant to which WestPark provided investment banking services to the Company,
including acting as underwriter for the Company’s underwritten public offering that closed on July 25, 2025. In the Arbitration,
WestPark asserted claims seeking damages of $269,999.91, together with interest, fees, and costs. The Company denied all liability.
Under the Settlement Agreement, the Company paid WestPark $97,500 (the “Settlement Payment”) in full satisfaction of all claims.
On August 10, 2026, WestPark filed a notice with JAMS dismissing the Arbitration and all claims asserted therein with prejudice, with
each party to bear its own fees and costs. The Settlement Agreement also provides for (i) a mutual general release of all claims between
the parties arising through the effective date of the Settlement Agreement, (ii) the termination of the Engagement Agreements in their
entirety, including any tail fee, right of first refusal, or other surviving provisions, (iii) mutual confidentiality obligations, subject
to exceptions for required regulatory and legal disclosures, and (iv) New York governing law with disputes subject to binding JAMS arbitration.
The Settlement Agreement is not an admission of liability or wrongdoing by either party. The Company expects to record the Settlement
Payment as a charge in the quarter ending September 30, 2026.
The foregoing description of the Settlement Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the Settlement Agreement, a copy of
which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 1.02 Termination of a Material Definitive
Agreement.
As described in Item 1.01 above, the Engagement
Agreements between the Company and WestPark were terminated in their entirety effective on or about August 6, 2026, pursuant to the Settlement
Agreement. The Engagement Agreements governed WestPark’s role as underwriter for the Company’s underwritten public offering
that closed on July 25, 2025, which raised gross proceeds of approximately $4.0 million. No early termination penalties were incurred.
The information set forth in Item 1.01 above is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. |
|
Description |
| 10.1 |
|
Settlement Agreement and Mutual Release, dated as of August 6, 2026, by and between iSpecimen Inc. and WestPark Capital, Inc. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: August 11, 2026
| |
iSPECIMEN INC. |
| |
|
|
| |
By: |
/s/ Katharyn Field |
| |
|
Name: |
Katharyn Field |
| |
|
Title: |
Chief Executive Officer |
