iSpecimen raises $2.5M via dilutive private placement amid going concern warning

Pursuant to the terms of the Purchase Agreement, the aggregate number of shares of Common Stock issuable to the Investors in the Offering (including upon exercise of the Pre-Funded Warrants and giving effect to any anti-dilution and price adjustment provisions thereunder) is subject to a cap of 19.99% of the Company’s outstanding Common Stock immediately prior to the execution of the Purchase Agreement, until such time as the Company obtains the approval of its stockholders required under applicable Nasdaq Listing Rules.

In connection with the Purchase Agreement, the Company also entered into a Registration Rights Agreement with the Investors (the “Registration Rights Agreement”), pursuant to which the Company agreed to provide certain registration rights with respect to the resale of the Shares and the Warrant Shares, and agreed to file an initial registration statement within 30 days following the Closing to register the resale of such securities.

on November 19, 2025, the Company received a written notice from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the closing bid price of the Company’s common stock had been below the minimum $1.00 per share required for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a) (2) (the “Minimum Bid Price Requirement”) for the prior 30 consecutive business days.

Each Pre-Funded Warrant has an exercise price of $0.0001 per share, is immediately exercisable and will remain exercisable until exercised in full

The Company engaged Spartan Capital Securities, LLC ("Spartan") to act as the exclusive placement agent in connection with the Offering. Pursuant to the Placement Agency Agreement, the Company agreed to pay Spartan a cash fee equal to 7.0% of the gross proceeds raised in the Offering and to reimburse Spartan for certain expenses up to $125,000

On December 31, 2025, the Company convened its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). Because a quorum was not present, the Company adjourned the Annual Meeting to permit additional time for stockholders to vote on the proposals set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on November 21, 2025 (the “Proxy Statement”).

The Annual Meeting was reconvened on January 23, 2026, February 13, 2026, March 13, 2026, April 10, 2026 and May 8, 2026. At each reconvened meeting, a quorum was not present and the Annual Meeting was adjourned.

The Company intends to reconvene the Annual Meeting on May 29, 2026 at 9:00 a.m. Eastern Time. The record date for determination of stockholders entitled to vote at the Annual Meeting remains November 3, 2025. No changes have been made to the proposals to be voted on at the Annual Meeting, which are described in the Proxy Statement.

the Company has ... priced a private placement with accredited investors for aggregate gross proceeds of approximately $2.5 million, before deducting fees to the placement agent and other offering expenses payable by the Company.

In connection with the offering, the Company will issue 488,281 shares of common stock (the “Shares”) at a purchase price of $5.12 per Share. In lieu of Shares that would otherwise result in a purchaser’s beneficial ownership exceeding 4.99% of the outstanding common stock, certain purchasers may elect to receive pre-funded warrants (the “Pre-Funded Warrants”) at a purchase price of $5.1199 per Pre-Funded Warrant (equal to the per Share purchase price less $0.0001). Each Pre-Funded Warrant is exercisable immediately upon issuance for one share of common stock at an exercise price of $0.0001 per share and will remain exercisable until exercised in full.

The Company intends to use the net proceeds from the offering for working capital purposes, including up to $900,000 in marketing expenses.

the aggregate number of shares of common stock issuable to the purchasers in the offering (including upon exercise of the Pre-Funded Warrants and giving effect to any anti-dilution and price adjustment provisions thereunder) is subject to a cap of 19.99% of the Company's outstanding common stock immediately prior to the execution of the securities purchase agreement, until such time as the Company obtains the approval of its stockholders required under applicable Nasdaq Listing Rules. The Company has agreed to file a preliminary proxy statement with the SEC within 30 days following the closing of the offering and to hold a meeting of stockholders to seek such approval within 90 days following the closing.

the substantial doubt regarding the Company’s ability to continue as a going concern and the Company’s need for additional financing to fund its operations