iSpecimen Inc. has entered into a securities purchase agreement to issue Series D Convertible Preferred Stock to accredited investors. The transaction, finalized on November 6, 2026, involves the sale of 500 shares of Series D Preferred Stock at a purchase price of $800 per share. The aggregate gross proceeds from the offering are $400,000.
The Series D Preferred Stock carries a stated value of $1,000 per share and is convertible into common stock at the holder’s option. The conversion price is determined by the greater of 85% of the closing price of the common stock on the trading day preceding the conversion date or a floor price of $0.1616. The preferred shares accrue cumulative dividends at an annual rate of 8% and are subject to a beneficial ownership limitation of 4.99%, which may be increased to 9.99% with 61 days' notice.
The company has agreed to use the net proceeds from this offering for working capital and general corporate purposes. To facilitate the sale, iSpecimen engaged E.F. Hutton & Co. as the exclusive placement agent on a reasonable best efforts basis. The company agreed to pay the agent a cash fee equal to 4.0% of the gross proceeds and a non-accountable expense allowance of 1.0%.
In connection with the transaction, the company filed a Certificate of Designations with the Secretary of State of Delaware to establish the rights of the Series D Preferred Stock. The offering was conducted in reliance on Regulation D, selling to accredited investors without general solicitation. Additionally, the company entered into a registration rights agreement requiring the filing of a registration statement covering the resale of the common stock issuable upon conversion within 30 days of closing.
