Item 1.01. Entry
into a Material Definitive Agreement.
On November 28, 2021, iSpecimen
Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with
certain accredited investors (the “Investors”) pursuant to which the Company agreed to issue and sell, in a private
placement (the “Private Placement”), (i) 1,749,999 shares (the “Shares”) of Company common stock,
par value $0.0001 per share (the “Common Stock”) and (ii) warrants (the “Warrants”) exercisable
for a total of 1,312,500 shares of Common Stock (the “Warrant Shares”) with an exercise price of $13.00 per Warrant
Share, at a combined purchase price of $12.00 per Share and three-quarters of a Warrant, for an aggregate purchase price of up to $21,000,000
(the “Offering”). Subject to certain ownership limitations, the Warrants are immediately exercisable upon issuance
and will expire on the five and one-half year anniversary of the issuance date. In addition, if at any time after the earlier of (i)
six months after the issuance date of the Warrants and (ii) the Effective Date (as defined in the Purchase Agreement) upon which all
of the Shares and Warrant Shares are registered for resale, there is no effective registration statement registering, or no current prospectus
available for, the resale of the Warrant Shares by the holder, the Warrants may also be exercised on a cashless basis. The Investors
were also granted certain participation rights in the Company’s subsequent financings.
The closing of the Offering
is expected to take place on or about December 1, 2021, subject to the satisfaction of customary closing conditions. The net proceeds
of the Offering are estimated to be approximately $19.65 million, after deducting placement agent fees and other estimated Offering
expenses. The Company intends to use the net proceeds from the Offering for working capital purposes.
In connection with the Offering,
the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with each of the Investors,
pursuant to which, among other things, the Company will prepare and file with the Securities and Exchange Commission (the “SEC”)
one or more registration statements to register for resale the Shares and the Warrant Shares.
The securities issued in the
Offering have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and until so
registered the securities may not be offered or sold absent registration or availability of an applicable exemption from registration.
The Company also agreed that
for 60 days after the Effective Date upon which all of the Shares and Warrant Shares are registered for resale, the Company would not (i)
issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents
(as defined in the Purchase Agreement) or (ii) file any registration statement or any amendment or supplement thereto, in each case other
than as contemplated pursuant to the Registration Rights Agreement. Further, until the eighteenth month anniversary of the Effective Date
upon which all of the Shares and Warrant Shares are registered for resale, the Company is prohibited from effecting or entering into an
agreement to effect any issuance of Common Stock or Common Stock Equivalents (or a combination of units thereof) involving
a Variable Rate Transaction (as defined in the Purchase Agreement), subject to certain limited exceptions set forth in the Purchase Agreement.
The Offering will be
conducted pursuant to a Placement Agency Agreement, dated November 28, 2021 (the “Placement Agency Agreement”),
between the Company and ThinkEquity LLC (the “Placement Agent”). The Placement Agent has no obligation to
purchase any of the securities or to arrange for the purchase or sale of any specific number or dollar amount of securities. The
Company has agreed to pay the Placement Agent a fee equal to 6.0% of the aggregate purchase price paid by Investors and certain
expenses up to an aggregate of $75,000.
In connection with the Offering,
each of the officers and directors of the Company entered into a lockup agreement pursuant to which, each agreed not to transfer any Common
Stock, Warrants or securities convertible into Common Stock or Warrants until 60 days after the Effective Date upon which all of the Shares
and Warrant Shares are registered for resale.
The forms of the
Warrant, the Purchase Agreement, the Registration Rights Agreement and the Placement Agency Agreement are filed as Exhibits
4.1, 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K. The foregoing summary of the terms of the Warrant,
the Purchase Agreement, the Registration Rights Agreement and the Placement Agency Agreement are subject to, and qualified in its entirety
by, the full text of such document, which is incorporated herein by reference. No statement in this report or the
attached exhibits is an offer to purchase or a solicitation of an offer to sell the Company’s securities, and no offer, solicitation
or sale will be made in any jurisdiction in which such offer, solicitation or sale is unlawful.
This Current Report on Form
8-K contains forward-looking statements. Forward-looking statements include, but are not limited to, statements that express the Company’s
intentions, beliefs, expectations, strategies, predictions or any other statements related to the Company’s future activities, or
future events or conditions. These statements are based on current expectations, estimates and projections about the Company’s business
based, in part, on assumptions made by its management. These statements are not guarantees of future performances and involve risks, uncertainties
and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or
forecasted in the forward-looking statements due to numerous factors, including those risks discussed in documents that the Company files
from time to time with the SEC. Any forward-looking statements speak only as of the date on which they are made, and the Company undertakes
no obligation to update any forward-looking statement to reflect events or circumstances after the date of this Current Report on Form
8-K, except as required by law.