iSpecimen Inc. entered into an Asset Purchase Agreement on September 4, 2026, to acquire artificial intelligence software and related assets from Foldlab AI Ltd. The transaction involves the transfer of specific AI products, including the Disease-Associated Protein Discovery AI Agent and the Disease Trend Prediction and Monitoring AI Model.
The total purchase price for the Transferred Assets and Products is set at $4,500,000. This amount is comprised of $2,000,000 in cash and $2,500,000 in shares of iSpecimen’s common stock. The cash portion is split into an initial payment of $750,000 due at closing and two milestone payments of $625,000 each. These milestone payments are contingent upon the successful delivery, testing, and acceptance of the two AI products according to specific objective criteria.
The issuance of the $2,500,000 in stock is determined by dividing the amount by the volume-weighted average price (VWAP) of iSpecimen’s common stock over the ten trading days immediately preceding the closing date. The stock will be issued without registration under the Securities Act of 1933 and will be subject to a five-year escrow and lock-up period. Additionally, the stock is subject to a voting rights agreement.
The closing of the transaction is subject to the satisfaction of customary conditions, including the accuracy of the Seller’s representations, delivery of a disclosure schedule, approval by iSpecimen’s stockholders, Nasdaq listing approval, and the absence of a material adverse effect. The closing is scheduled to occur remotely after the Company obtains stockholder approval.
