iSpecimen Inc. Files 8-K: New Agreements & Executive Changes

TL;DR

iSpecimen Inc. just signed a new deal, has exec changes, and filed financials. Big moves happening.

AI Summary

On September 19, 2024, iSpecimen Inc. entered into a material definitive agreement, creating a direct financial obligation. The company also announced the departure of a director and the appointment of new officers, along with compensatory arrangements for certain officers. The filing includes financial statements and exhibits related to these events.

Why It Matters

This 8-K filing indicates significant corporate actions, including new financial obligations and executive leadership changes, which could impact the company's operational and financial trajectory.

Risk Assessment

Risk Level: medium — The filing details new financial obligations and executive changes, which inherently carry risks related to execution, integration, and potential impact on company performance.

Key Players & Entities

• iSpecimen Inc. (company) — Registrant
• September 19, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — registered Common Stock, par value $0.0001 per share ISPC The Nasdaq Stock Ma
• $1,000,000 — a loan to the Company in the amount of $1,000,000 (the " Loan ") and the Company agreed t
• $5,000,000 — offering for gross proceeds of at least $5,000,000. On September 25, 2024, the Company an
• $960,000 — nds to the Company in the net amount of $960,000 and the Company issued the Note to the
• $40,000 — a placement agent fee in the amount of $40,000 for its services. The foregoing descri

Filing Documents

• tm2424693d1_8k.htm (8-K) — 47KB
• tm2424693d1_ex4-1.htm (EX-4.1) — 50KB
• tm2424693d1_ex10-1.htm (EX-10.1) — 140KB
• 0001104659-24-102855.txt ( ) — 462KB
• ispc-20240919.xsd (EX-101.SCH) — 3KB
• ispc-20240919_lab.xml (EX-101.LAB) — 33KB
• ispc-20240919_pre.xml (EX-101.PRE) — 22KB
• tm2424693d1_8k_htm.xml (XML) — 4KB

01

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.

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Pursuant to the Purchase Agreement, among other things, as a condition to Closing, three of the five directors serving on the board of directors of the Company (the " Board ") resigned from the Board and were replaced by three new directors designated by the Lender, which became effective immediately upon Closing. The Company received letters of resignation from each of Steven Gullans and Theresa Mock, each as a member of the Board, and from Elizabeth A. Graham, as a member and the chairperson of the Board, effective upon Closing. None of Mr. Gullans', Ms. Mock's or Ms. Graham's decisions to resign as a director was the result of any disagreements between such director, on the one hand, and the Company's management or Board, on the other hand, as to any matter relating to the Company's operations, policies, or practices. In addition, effective upon Closing on September 25, 2024, Richard Paolone, Avtar Dhaliwal and Katherine (Katie) Field were each appointed to serve on the Board as a Class I director, a Class II director and a Class III director of the Company, respectively, with Ms. Field appointed as the chairperson of the Board. Mr. Paolone's, Mr. Dhaliwal's, and Ms. Field's term of office will expire at the Company's 2025 2026 and 2027 annual meetings of stockholders, respectively, or until the election and qualification of his or her successor, subject to his or her earlier death, resignation or removal. Also, effective upon Closing, each of Mr. Paolone and Ms. Field was appointed as a member of the Audit Committee of the Board each of Mr. Paolone and Mr. Dhaliwal was appointed as a member of the Compensation Committee of the Board (the " Compensation Committee "), with Mr. Paolone appointed as Chair of the Compensation Committee, and each of Mr. Dhaliwal and Ms. Field was appointed as a member of the

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Senior Note, dated as of September 25, 2024 10. 1 Note Purchase Agreement, dated as of September 19, 2024 10.2 Form of Indemnification Agreement, by and between the Company and certain directors and executive officers (incorporated by reference to Exhibit 10.3 of the Company's Form S-1/A (File No. 333-250198) with the SEC on December 31, 2020). 104 Cover Page Interactive Data File (embedded within the 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: September 25, 2024 iSPECIMEN INC. By: /s/ Tracy Curley Name: Tracy Curley Title: Chief Executive Officer

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