ISPC 8-K/A
iSpecimen Inc. (ISPC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Explanatory Note
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As previously disclosed in the Original Form 8-K, on December 30, 2025, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series C Convertible Non-Voting Preferred Stock (the “Original Certificate of Designation”) for the Company’s newly-designated Series C Convertible Non-Voting Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”) with the Secretary of State of the State of Delaware.
On January 16, 2026, the Company filed an Amended Certificate of Designations, Preferences and Rights of the Series C Convertible Non-Voting Preferred Stock (the “Amended Certificate of Designation”) with the Secretary of State of the State of Delaware. The Amended Certificate of Designation amends Section 7 of the Original Certificate of Designation to provide that both the Conversion Price (as defined in the Original Certificate of Designation) and the Floor Price (as defined in the Original Certificate of Designation) are subject to proportionate adjustment upon any reverse stock split, share combination or similar transaction that results in a decrease in the number of outstanding shares of the Company’s common stock, in each case as set forth therein.
The Amended Certificate of Designation was approved in accordance with Section 23 of the Original Certificate of Designation by the Company and the holders of more than a majority of the outstanding shares of the Series C Preferred Stock.
Except as expressly amended by the Amended Certificate of Designation, all terms, preferences and privileges of the Series C Preferred Stock remain in full force and effect.
The foregoing description of the Amended Certificate of Designation does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Certificate of Designation, which is filed as Exhibit 3.1 to this Amendment and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Amended Certificate of Designation of Series C Convertible Non-Voting Preferred Stock as filed on January 16, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: January 16, 2026
| iSPECIMEN INC. | |||
| By: | /s/ Katharyn Field | ||
| Name: | Katharyn Field | ||
| Title: | Chief Executive Officer | ||
2
Exhibit 3.1
AMENDED CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE
SERIES C CONVERTIBLE PREFERRED STOCK
OF
ISPECIMEN INC.
pursuant to section 151(g) of the
delaware General Corporation law
RECITALS
WHEREAS, iSpecimen Inc., a Delaware corporation (the “Corporation”), previously filed on December 30, 2025 a Certificate of Designations, Preferences and Rights of the Series C Convertible Preferred Stock (the “Certificate of Designation”);
WHEREAS, pursuant to Section 23 of the Certificate of Designation, the Corporation and the holders of more than 50.1% of the outstanding shares of the Series C Convertible Preferred Stock have duly approved the amendment set forth herein; and
WHEREAS, the Corporation deems it advisable and in the best interests of the Corporation and its stockholders to amend the Certificate of Designation solely to amend Section 7 thereof, and no other provision of the Certificate of Designation.
NOW, THEREFORE, BE IT RESOLVED, that the Certificate of Designation is hereby amended as follows:
Section 7 of the Certificate of Designation is hereby deleted in its entirety and replaced with the following:
7. Adjustment of Conversion Price and Floor Price upon Subdivision or Combination of Common Stock. If the Corporation at any time on or after the Initial Issuance Date subdivides (by any stock split, stock dividend, recapitalization or other similar transaction) one or more classes of its outstanding shares of Common Stock into a greater number of shares, or effects a reverse stock split, combination of shares, or other similar transaction that results in a decrease in the number of outstanding shares of Common Stock, then, in each such case, the Conversion Price and the Floor Price in effect immediately prior to such event shall be proportionately adjusted to reflect such subdivision, reverse stock split, combination or similar transaction. Any adjustment pursuant to this Section 7 shall become effective immediately after the effective date of such event (or, if a record date is applicable, immediately after such record date). If any event requiring an adjustment under this Section 7 occurs during the period in which a Conversion Price or Floor Price is being calculated, then such calculation shall be adjusted appropriately to reflect such event.
RATIFICATION
Except as expressly amended hereby, all terms, conditions, rights, powers, preferences and privileges of the Series C Convertible Preferred Stock set forth in the Certificate of Designation shall remain in full force and effect.
[Signature page to follow]
IN WITNESS WHEREOF, the Corporation has caused this Amended Certificate of Designation of Series C Convertible Preferred Stock of iSpecimen Inc. to be signed by its Chief Executive Officer on this 15th day of January, 2026.
| ISPECIMEN INC. | ||
| By: | /s/ Katharyn Field | |
| Name: | Katharyn Field | |
| Title: | Chief Executive Officer | |