iSpecimen Inc. 8-K

What Happened
iSpecimen Inc. (NASDAQ: ISPC) announced on December 30–31, 2025 that it entered into a Securities Purchase Agreement and sold 6,875 shares of newly designated Series C Convertible Non‑Voting Preferred Stock for an aggregate $5.5 million. The company also filed a Certificate of Designation for the Series C shares, agreed to registration rights for the conversion shares, and engaged E.F. Hutton & Co. as exclusive placement agent.

Key Details

• Issuance: 6,875 shares of Series C Preferred Stock sold at $800 per share; stated value $1,000 per share; aggregate proceeds $5.5 million (Closing on Dec 31, 2025).
• Conversion mechanics: Each Series C share converts into Common Stock based on stated value ($1,000) divided by a conversion price equal to 85% of the prior trading day's closing price, subject to a Floor Price of $0.0681 per share.
• Terms: Series C is non‑voting and ranks senior to common stock for dividends/distributions and liquidation; holders have protections preventing adverse changes to their rights without a majority affirmative vote of the outstanding Series C.
• Regulatory/other: Securities sold in a private placement under Section 4(a)(2) and Rule 506(b) (Investors are accredited); the company agreed to file registration statements per a Registration Rights Agreement to permit resale of Conversion Shares. Placement Agent Agreement dated Dec 30, 2025 with E.F. Hutton & Co.

Why It Matters
This is a capital raise that provides iSpecimen with $5.5M in proceeds. The convertible structure creates potential dilution to common shareholders because conversion is tied to a discounted market price (85% of the prior close) subject to a low floor ($0.0681). At that floor, one Series C could convert into roughly 14,684 common shares (and the full issuance could theoretically convert into on the order of ~101 million common shares), so investors should watch future filings for actual conversion activity, outstanding share count changes, and the timing of the registration statement that will enable resale of conversion shares. The preferred shares do not carry voting rights but include protective provisions that limit certain corporate changes without holder approval.