iSpecimen Inc 8-K, filed Nov 5, 2026
iSpecimen Inc. (ISPC)
About this 8-K
iSpecimen Inc filed this 8-K on November 5, 2026, reporting on events of November 2, 2026.
iSpecimen Inc. completed its acquisition of Foldlab AI Ltd.’s artificial intelligence products on November 2, 2026 for $4,500,000. The seller received $750,000 cash and 2,907,977 shares, with two milestone payments of $625,000 each contingent on delivery and acceptance. AI summary
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.01: Completed an acquisition or sale of assets
- Item 3.02: Unregistered sale of equity
- Item 5.01: Change in control
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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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Item 1.01. Entry into a Material Definitive Agreement.
On November 2, 2026 (the “Closing Date”), iSpecimen Inc. (the “Company”) and Foldlab AI Ltd., a company organized under the laws of British Columbia (“Foldlab” or the “Seller”), entered into an amendment (the “Amendment”) to the Asset Purchase Agreement, dated September 4, 2026 (as amended, the “Agreement”), previously reported in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on September 4, 2026.
The Amendment provides that: (i) because no third-party escrow agent was engaged, the stock consideration under the Agreement (the “Stock Consideration”) is not deposited into escrow and is instead issued following the closing of the transactions contemplated by the Agreement (the “Closing”) in restricted book-entry form in the name of the Seller on the books of the Company’s transfer agent, Broadridge Corporate Issuer Solutions, LLC, bearing restrictive legends and subject to a stop-transfer instruction; (ii) the five-year lock-up of the Stock Consideration, with no leak-out, continues to apply and is implemented through those legends and stop-transfer instructions and through the voting rights agreement entered into at Closing (the “Voting Rights Agreement”), rather than through an escrow agreement; and (iii) the Company may set off amounts owed to it under the Agreement and may instruct the transfer agent to maintain the transfer restriction on any portion of the Stock Consideration relating to a claim asserted before the fifth anniversary of the Closing Date until that claim is finally resolved.
The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. On the Closing Date, the Company completed the acquisition of certain artificial intelligence software, models, source code, data rights, intellectual property and related assets (collectively, the “Transferred Assets and Products”), including the Disease-Associated Protein Discovery AI Agent and the Disease Trend Prediction and Monitoring AI Model, pursuant to the Agreement.
The aggregate purchase price (the “Purchase Price”) was $4,500,000, consisting of (a) $750,000 in cash paid at Closing, (b) two milestone payments of $625,000 each (the “Milestone Payments”), for an aggregate of $1,250,000, payable only upon delivery, testing and acceptance of each AI product under the objective acceptance criteria set forth in the Agreement, and (c) the Stock Consideration, consisting of 2,907,977 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), equal to $2,500,000 divided by $0.8597, the volume-weighted average price per share of Common Stock for the ten consecutive trading days from October 19, 2026 through October 30, 2026, rounded down to the nearest whole share. No Milestone Payment is earned or payable for partial performance, incomplete delivery, a failed test or an unresolved material defect.
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The Stock Consideration is subject to a five-year lock-up beginning on the Closing Date, with no leak-out, during which Foldlab and any transferee may not sell, transfer, pledge, hedge, short, lend or otherwise dispose of the shares or any related economic interest. Under the Voting Rights Agreement, dated as of the Closing Date, Foldlab granted the Company an irrevocable proxy, coupled with an interest, to vote the Stock Consideration on matters relating to the issuance, listing, transfer restrictions, recapitalization, change of control or implementation of the transaction. The Company’s stockholders approved the issuance of the Stock Consideration at a special meeting held on October 9, 2026. The Company paid the cash portion of the Purchase Price due at Closing from its existing cash on hand.
Before the Closing, there was no material relationship between Foldlab and the Company or any of its affiliates, directors or officers, other than in respect of the Agreement and the related transaction documents. The foregoing description is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K by incorporation by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 4, 2026, the Amendment, which is filed as Exhibit 10.1, and the Voting Rights Agreement, which is filed as Exhibit 10.2, each of which is incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Items 1.01 and 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
On November 5, 2026, the Company issued 2,907,977 shares of Common Stock to Foldlab as the Stock Consideration, as partial consideration for the Transferred Assets and Products. The shares were issued in reliance on the exemption from registration provided by Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), on the basis that Foldlab is not a U.S. person and the issuance was made in an offshore transaction, and, alternatively, Section 4(a)(2) of the Securities Act, in each case based in part on representations made by Foldlab.
The shares are restricted securities, have not been registered under the Securities Act or any state securities laws, may not be offered or sold in the United States absent registration or an applicable exemption, and are subject to the lock-up described above. The Company has no obligation to register the resale of the shares.
Item 5.01. Changes in Control of Registrant.
The information set forth in Items 1.01, 2.01 and 3.02 of this Current Report on Form 8-K is incorporated herein by reference.
As a result of the issuance of the Stock Consideration on November 5, 2026, Foldlab acquired 2,907,977 shares of Common Stock, representing approximately 53.6% of the outstanding shares of Common Stock, based on 2,518,590 shares of Common Stock outstanding as of August 12, 2026, the record date for the Company’s October 9, 2026 special meeting of stockholders, plus the shares issued as Stock Consideration. Zhengkang (Jacob) Shao is the sole director and sole shareholder of Foldlab and may be deemed to beneficially own the shares held by Foldlab. The shares were acquired as partial consideration for the Transferred Assets and Products, and no funds were used by Foldlab or Mr. Shao to acquire them.
Under the Voting Rights Agreement, Foldlab has granted the Company an irrevocable proxy, coupled with an interest, to vote the Stock Consideration on matters relating to the issuance, listing, transfer restrictions, recapitalization, change of control or implementation of the transaction, and Foldlab may not vote or take any action with respect to the Stock Consideration that would reasonably be expected to impair the Company, the Transferred Assets and Products, the transaction, the Company’s Nasdaq listing or compliance with securities laws. Foldlab otherwise retains the right to vote the Stock Consideration, including in the election of directors. There is no arrangement or understanding between Foldlab or Mr. Shao and the Company or any of its directors, officers or stockholders with respect to the election of directors or other matters, and no change in the composition of the Company’s board of directors or executive officers occurred in connection with the Closing. The Company is not aware of any arrangement, including any pledge of the Company’s securities, the operation of which may at a subsequent date result in a change in control of the Company.
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Item 7.01. Regulation FD Disclosure.
On November 5, 2026, the Company issued a press release announcing the Closing, furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the delivery and acceptance of milestone products, the integration of the acquired technology, the performance of the acquired technology, the Company’s ability to realize anticipated benefits, and other statements that are not historical facts. These statements are based on the Company’s current expectations, estimates and projections and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including: the risk that milestone products may not be delivered, tested or accepted on schedule or in accordance with the applicable acceptance criteria; the risk that the acquired technology may not perform as expected or generate the anticipated benefits; the risk that the Company may not successfully integrate the acquired technology; and other risks and uncertainties described in the Company’s filings with the SEC, including its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired. The Transferred Assets and Products do not constitute a business within the meaning of Rule 11-01(d) of Regulation S-X. Accordingly, no financial statements are required to be filed pursuant to this Item 9.01(a).
(b) Pro forma financial information. Because the acquisition of the Transferred Assets and Products did not constitute the acquisition of a business, no pro forma financial information is required to be filed pursuant to this Item 9.01(b) or Article 11 of Regulation S-X.
(d) Exhibits.
| Exhibit No. | Description | |
| 2.1 | Asset Purchase Agreement, dated September 4, 2026, by and between iSpecimen Inc. and Foldlab AI Ltd. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 4, 2026) | |
| 10.1 | Amendment to Asset Purchase Agreement, dated as of November 2, 2026, by and between iSpecimen Inc. and Foldlab AI Ltd. | |
| 10.2 | Voting Rights Agreement, dated as of November 2, 2026, by and between iSpecimen Inc. and Foldlab AI Ltd. | |
| 99.1 | Press Release, dated November 5, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.
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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: November 5, 2026
| iSPECIMEN INC. | |||
| By: | /s/ Shahin Behroyan | ||
| Name: | Shahin Behroyan | ||
| Title: | Chief Executive Officer | ||
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Exhibit 10.1
AMENDMENT AGREEMENT
THIS AMENDMENT AGREEMENT (this “Amendment”) is dated for reference October 1, 2026 between Foldlab AI Ltd. (“Seller”) and iSpecimen Inc. (“Buyer”). Seller and Buyer are referred to together as the “Parties” and individually as a “Party”.
WHEREAS the Parties entered into an Asset Purchase Agreement on or about September 4, 2026 (the “Asset Purchase Agreement”) for the purchase and sale of certain assets and related intellectual-property rights comprising the Disease-Associated Protein Discovery AI Agent and the Disease Trend Prediction and Monitoring AI Model as more particularly described therein, and the Parties now desire to confirm and amend certain terms thereof, as set out in this Amendment.
NOW THEREFORE, the Parties agree as follows:
| 1. | Unless otherwise defined herein, all capitalized terms used herein shall have the meaning ascribed to them in the Asset Purchase Agreement. |
| 2. | The Parties hereby confirm that the Execution Date of the Asset Purchase Agreement is September 4, 2026, and the text “[*], 2026” first appearing on page 1 thereof shall be replaced with the date “September 4, 2026”. |
| 3. | The Parties hereby confirm that the Stock Consideration will not be held in escrow under an escrow agreement, but will be issued and registered in restricted book-entry form in the name of Foldlab AI Ltd. Accordingly, the Parties hereby amend the Asset Purchase Agreement as follows: |
| (a) | in Section 2.2 the third sentence shall be deleted and replaced with the following: |
“The Stock Consideration is the number of whole shares of Buyer’s Common Stock equal to $2,500,000 divided by the VWAP, rounded down to the nearest whole share, issued at Closing and registered in restricted book-entry form in the name of Foldlab AI Ltd., subject to the five-year trading restriction, lock-up and no-leak-out restrictions in Section 2.4 and Exhibit F.”
| (b) | in Subsection 2.2(b), the words “escrow hold” on the last line thereof shall be replaced with the words “share hold”; |
| (c) | in Subsection 2.2(c), the words “escrow hold” on the last line thereof shall be replaced with the words “share hold”; |
| (d) | Section 2.4 shall be deleted and replaced with the following: |
“2.4 Stock Consideration; Voting Rights.
At Closing, Buyer shall issue and register the Stock Consideration in restricted book-entry form in the name of Foldlab AI Ltd., consisting
of the number of whole shares of Common Stock equal to $2,500,000 divided by the VWAP and rounded down to the nearest whole share. Buyer
may, in its discretion and in compliance with applicable Law, pay cash in lieu of any fractional-share amount or use another legally compliant
method to account for it, without increasing the aggregate Purchase Price. The Payment Shares shall remain subject to a five-year trading
restriction and lock-up beginning on the Closing Date, with no leak-out. The calculation and the restrictions applicable to the Stock
Consideration shall be equitably adjusted for any stock split, reverse split, reclassification, recapitalization, merger, consolidation
or similar event affecting the Common Stock. Upon the fifth anniversary of the Closing Date, Buyer shall deliver a written instruction
to its transfer agent to remove the trading restriction and lock-up legend from the Payment Shares, other than any Payment Shares held
under Section 12.4, and the Securities Act legends shall be removed when permitted under Rule 144 or another available exemption, on delivery
of customary representations and, if required by the transfer agent, an opinion of counsel. Voting rights, dividend treatment and proxy
mechanics shall be governed by the Voting Rights Agreement in Exhibit F.”
| (e) | Subsection 4.5(c) shall be deleted and replaced with the following: |
“(c) When issued at Closing in accordance with this Agreement and applicable approvals, the Stock Consideration will be duly authorized, validly issued, fully paid and nonassessable, subject to the trading restrictions, lock-up, legend, no-leak-out and transfer restrictions in Exhibit F and the private-placement exemption selected by Buyer on advice of securities counsel. Buyer has authority to issue the Stock Consideration and to instruct its transfer agent to issue, register, legend, restrict and hold the Stock Consideration in accordance with this Agreement, applicable Law and the applicable transaction documents.”
| (f) | in Section 7.4, the first sentence shall be deleted and replaced with the following: |
“The representations, warranties, covenants, indemnities and payment obligations of the Parties survive Closing for the periods stated in Section 11.12 and Section 12.1.”
| (g) | Subsection 8.2(d) shall be deleted and replaced with the following: |
“(d) Closing Deliverables. Buyer has delivered or is ready, willing and able to deliver the $750,000 portion of the Cash Consideration at Closing, issue and register the Stock Consideration in restricted book-entry form, perform the testing and acceptance procedures described in Section 2.3 and Exhibit C, and deliver the Milestone Payments when due under Section 2.3, together with its officer’s certificate, the Voting Rights Agreement and all other documents required under Section 9.3.”
| (h) | Subsection 9.3(d) shall be deleted and replaced with the following: |
“(d) Buyer shall issue and register the Stock Consideration under Section 2.4, using the share calculation specified in Section 2.4, subject to the five-year lock-up and no-leak-out restrictions;”
| (i) | Subsection 9.3(e) shall be deleted and replaced with the words “Intentionally deleted”; |
| (j) | in Section 10.2, the words “escrow hold” on the last line thereof shall be replaced with the words “share hold”; |
| (k) | in Section 11.9, the words “the Escrow Agent or” shall be deleted; |
| (l) | in Section 11.12, the second sentence shall be deleted and replaced with the following: |
“Covenants survive according to their terms; milestone obligations survive until final acceptance or rejection and final resolution of any timely claim; and the trading restriction, lock-up, no-leak-out and voting obligations survive for five (5) years and through final resolution of any claim asserted during such period.”
| (m) | in Section 11.13, on the second line thereof, the words “escrow release restrictions” shall be deleted; |
| (n) | in Section 11.14, on the third line thereof, “Escrowed Shares” shall be replaced with “Payment Shares” and on the fifth line thereof the words “escrow enforcement” shall be replaced with the words “share hold”; |
| (o) | in Section 11.15, the word “escrow” shall be deleted from the last sentence thereof; |
| (p) | in Section 11.17, on the third line thereof, the word “escrow” shall be replaced with the words “trading restrictions”; |
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| (q) | in Section 12.3, on the third line thereof, the words “or escrow release date” shall be deleted and on the last line thereof the words “relief, setoff or an escrow hold” shall be replaced with the words “relief, setoff or a share hold under Section 12.4”; |
| (r) | Section 12.4 shall be deleted and replaced with the following: |
“12.4 Setoff; Share Hold.
Buyer may withhold, defer or set off any amount reasonably determined in good faith to be owed by Seller or an indemnifying party against any unpaid Milestone Payment, Transition Services fee or other amount payable by Buyer, after giving notice describing the basis and amount. Buyer may also, by written notice to Seller and its transfer agent, require that the trading restriction and lock-up legend remain on the number of Payment Shares reasonably related to any claim asserted before the fifth anniversary of the Closing Date until that claim is finally resolved, and, after a written agreement or final non-appealable determination establishing a covered Loss, cancel or require the return of Payment Shares having a value (based on the VWAP) equal to that Loss. Any cancellation or return of Payment Shares must be effected through that written agreement or final determination; no automatic forfeiture applies. No setoff or share hold may exceed the amount reasonably related to the asserted Loss, and a setoff or share hold does not waive any claim.”
| (s) | in Section 12.6, on the second line thereof, the words “escrow enforcement” shall be replaced with the words “share hold”; |
| (t) | in Annex I – Definitions, |
| (i) | the definitions of “Escrow Agent” and “Escrow Agreement” shall be deleted; |
| (ii) | the definitions of “Stock Consideration” and “Escrowed Shares” shall be deleted and replaced with the following: |
“Stock Consideration” means the number of whole shares of Buyer’s Common Stock issued at Closing and registered in restricted book-entry form, equal to $2,500,000 divided by the VWAP and rounded down to the nearest whole share. Buyer may, in its discretion and in compliance with applicable Law, pay cash in lieu of any fractional-share amount or use another legally compliant method to account for it, without increasing the aggregate Purchase Price. “Payment Shares” means the Stock Consideration and refers in the Voting Rights Agreement to those same shares, together with all split shares and replacement securities attributable to them, all subject to the five-year trading restriction, lock-up, no-leak-out and voting-rights restrictions.
| (iii) | in the definition of “Voting Rights Agreement”, “Escrowed Shares” shall be replaced with “Payment Shares”; |
| (u) | in Exhibit C, Schedule C-3 – Testing, Acceptance and Cure Procedure, the words “escrow hold” on the last line thereof shall be replaced with the words “share hold”; |
| (v) | Exhibit E – Form of Escrow Agreement shall be deleted and replaced with the words “Intentionally deleted”; and |
| (w) | Exhibit F – Form of Voting Rights Agreement shall be superseded by the Voting Rights Agreement in the form executed by the Parties at Closing, which reflects the absence of an escrow agreement and the issuance and registration of the Stock Consideration in restricted book-entry form. |
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| 4. | In Section 11.2 of the Asset Purchase Agreement, |
| (a) | the Seller’s address and contact person shall be deleted and replaced with: |
“Foldlab AI Ltd.
2500 – 700 West Georgia St. Vancouver, British Columbia
V7Y 1B3 CANADA
Attention: Jacob Shao, Director
E-mail: jacob.z.shao@gmail.com” ; and
| (b) | the Buyer’s address and contact person shall be deleted and replaced with: |
“iSpecimen Inc.
8 Cabot Road, Suite 1800
Woburn, MA 01801 USA
Attention: Shahin Behroyan, Chief Executive Officer
Email: sbehroyan@ispecimen.com”
| 5. | Except as expressly modified by this Amendment, all of the terms, covenants, agreements, conditions and other provisions of the Asset Purchase Agreement, including all annexes, exhibits and attachments thereto, shall remain in full force and effect in accordance with their respective terms. |
| 6. | This Amendment and the legal relations among the Parties are governed by Delaware law, without regard to conflict-of-law rules. |
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the dates set out below.
| SELLER: Foldlab AI Ltd. | BUYER: iSpecimen Inc. | |||||
| By: | By: | |||||
| Name: | Zhengkang (Jacob) Shao | Name: | Shahin Behroyan | |||
| Title: | Director | Title: | Chief Executive Officer | |||
| Date: | Date: | |||||
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Exhibit 10.2
Voting Rights Agreement
This Voting Rights Agreement is entered into as of the Closing Date by and among iSpecimen Inc. (“Buyer”), Foldlab AI Ltd. (“Seller”) and each holder identified in Section F-1 of the Seller Disclosure Schedule and listed on Schedule F-1, delivered to Buyer at least five (5) Business Days before Closing and approved by Buyer as a condition to Closing (each, a “Holder,” and collectively, the “Holders”), in connection with the Payment Shares issued under the Asset Purchase Agreement.
| 1. | Voting Rights. During the period from the Closing Date through the fifth anniversary of the Closing Date (the “Restricted Period”), each Holder may vote its Payment Shares only through the procedures in this Agreement. Each Holder irrevocably appoints Buyer as its proxy and attorney-in-fact, coupled with an interest, to the fullest extent permitted by Law, to vote on matters relating to the issuance, listing, transfer restrictions, recapitalization, change of control or implementation of the transaction. If any proxy or portion of it is unenforceable, the affected Holder shall grant a replacement proxy or execute replacement voting instructions that most closely carry out this provision without violating Law. |
| 2. | No Impairment; No Leak-Out. No Holder shall vote, transfer or take any action with respect to its Payment Shares that would reasonably be expected to impair Buyer, its Affiliates, the Products, the transaction, the Nasdaq listing or compliance with securities Laws. During the Restricted Period, no Holder shall sell, transfer, assign, pledge, hypothecate, hedge, sell short, lend, encumber or otherwise dispose of any Payment Share or related economic interest, as provided in the Asset Purchase Agreement, as amended. Each Holder consents to these restrictions and to the legends on the Payment Shares for purposes of Section 202 of the Delaware General Corporation Law. Buyer may instruct its transfer agent to maintain the restriction on any Payment Shares related to a claim asserted under Section 12.4 of the Asset Purchase Agreement before the end of the Restricted Period until that claim is finally resolved. Any transferee must assume these restrictions in writing before any transfer is recognized. |
| 3. | Voting Instructions. Each Holder shall execute voting instructions, proxies, consents and other documents reasonably requested by Buyer to implement the proxy and shall not revoke, supersede or impair them during the Restricted Period. If any proxy, instruction or voting arrangement is held unenforceable, the Holder shall promptly execute a replacement instrument that implements the same lawful intent. Buyer may withhold or modify instructions that would violate Law or the Asset Purchase Agreement, as amended, and no such action waives Buyer’s rights. |
| 4. | Dividends and Corporate Actions. Any dividend or distribution shall be distributed to the Holder and any split, merger consideration or replacement security attributable to the Payment Shares shall be credited to the same restricted position, shall carry equivalent legends and restrictions to the extent permitted by Law and remain subject to this Agreement and the Asset Purchase Agreement, as amended. |
| 5. | Term; Enforcement. This Agreement remains effective through the fifth anniversary of Closing and until all obligations and timely asserted claims concerning the Payment Shares are satisfied or finally resolved. Buyer may seek specific performance, injunctive relief and other remedies without posting bond. No cancellation, return or forfeiture of Payment Shares occurs automatically; any such action must follow the written-agreement, final-determination or other legally compliant procedure in the Asset Purchase Agreement. |
| 6. | Securities and Regulatory Compliance. Each Holder represents and warrants to Buyer that it will comply with applicable securities Laws, transfer restrictions, beneficial-ownership reporting, Nasdaq requirements and Buyer’s reasonable compliance procedures; is acquiring the Stock Consideration for its own account and investment and not with a view to distribution; is an accredited investor or otherwise satisfies the qualification for the exemption selected by Buyer, in each case to the extent required by that exemption; understands that the Stock Consideration will be restricted securities and that no registration, resale facility or liquidity is promised; and will accept the required restricted-security legends and execute all investor representations, tax forms, transfer documents and other securities-law information reasonably requested by Buyer. Seller shall cause each Holder to deliver to Buyer at least five (5) Business Days before Closing a complete Schedule F-1 identifying each Holder, its address, beneficial ownership, share count, tax forms and required securities filings, as reflected in Section F-1 of the Seller Disclosure Schedule and subject to Buyer’s approval as a condition to Closing. |
| 7. | Miscellaneous. This Agreement is governed by Delaware law, may be amended only in a writing signed by Buyer and the affected Holder, and may be assigned by Buyer in accordance with the Asset Purchase Agreement. No amendment or waiver releases a Holder from the transfer, voting, no-leak-out or securities-law restrictions unless Buyer expressly agrees in writing. This Agreement may be executed electronically in counterparts. |
| BUYER: iSpecimen Inc. | ||
| By: | ||
| Name: | Shahin Behroyan | |
| Title: | Chief Executive Officer | |
| SELLER AND HOLDER: Foldlab AI Ltd., | ||
| in its capacity as Seller and as Holder | ||
| By: | ||
| Name: | Zhengkang (Jacob) Shao | |
| Title: | Director | |
Schedule F-1 - Each Holder shall provide its legal name, address, beneficial ownership, share count, tax forms and required securities filings at least five (5) Business Days before Closing, as reflected in Section F-1 of the Seller Disclosure Schedule and subject to Buyer’s approval as a condition to Closing. Each Holder shall execute a counterpart signature page to this Voting Rights Agreement.
Holder: Foldlab AI Ltd.
Address: 2500 – 700 West Georgia St., Vancouver, British Columbia V7Y 1B3, Canada
Beneficial owner: Zhengkang (Jacob) Shao
Number of Payment Shares: all shares of Buyer common stock issued to Seller as the Stock Consideration under Section 2.4 of the Asset Purchase Agreement, as amended (as determined by the VWAP formula therein), together with any shares issued in respect thereof.
Tax forms: IRS Form W-8BEN-E delivered at Closing
Securities filings: as required under Sections 13(d) and 16 of the Exchange Act, if applicable.
Exhibit 99.1
iSpecimen Expands Into AI-Powered Drug Discovery and Disease Trend Monitoring With Acquisition of Foldlab AI Products
New Agentic AI tools for protein discovery and disease trend prediction take iSpecimen beyond its biospecimen marketplace
WOBURN, MA, Nov. 05, 2026 (GLOBE NEWSWIRE) -- iSpecimen Inc. (Nasdaq: ISPC) (“iSpecimen” or the “Company”), an online global marketplace connecting scientists who need biospecimens for medical research with a network of healthcare specimen providers, today announced that it completed, on November 2, 2026, the acquisition of two artificial intelligence products from Foldlab AI Ltd. (“Foldlab”), a British Columbia company: an AI agent that identifies disease-associated proteins and an AI model that predicts and monitors disease trends.
The transaction marks iSpecimen’s entry into AI-powered disease intelligence. It pairs the Company’s established biospecimen network with tools designed to identify disease-associated proteins and forecast and monitor disease trends. The acquisition was completed under an Asset Purchase Agreement dated September 4, 2026, and was approved by the Company’s stockholders on October 9, 2026.
A complete technology transfer
iSpecimen acquired the full technology stack behind both products, including the AI software, source code, model weights, documentation, data rights, repositories, credentials, deployment materials and related intellectual property transferred under the Asset Purchase Agreement.
Transaction terms
The aggregate purchase price is $4.5 million, consisting of:
| ● | $750,000 in cash paid at closing; |
| ● | Up to $1.25 million in two milestone payments of $625,000 each, payable upon delivery and acceptance of the applicable milestone products, subject to the delivery, testing and acceptance procedures set forth in the Asset Purchase Agreement; and |
| ● | $2.5 million in shares of the Company’s common stock (2,907,977 shares), with the number of shares determined using the volume-weighted average price of the common stock for the 10 consecutive trading days ending on the trading day immediately preceding the closing date. |
The shares were issued to Foldlab on November 5, 2026 in a private placement in reliance on Regulation S and Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The shares are subject to a five-year trading restriction and lock-up with no leak-out, and to a voting rights agreement with the Company. The shares and related rights are governed by the Asset Purchase Agreement, as amended, and the voting rights agreement entered into at closing.
“This acquisition expands iSpecimen’s role in the research and discovery process by bringing together our biospecimen network and AI tools,” said Shahin Behroyan, Chief Executive Officer of iSpecimen. “These capabilities have the potential to help researchers identify promising protein targets and better understand disease trends. For iSpecimen, they create opportunities to deepen customer relationships, reach new markets and develop complementary software and analytics revenue streams.”
Advisors
Sichenzia Ross Ference Carmel LLP served as legal counsel to iSpecimen, and Farris LLP served as legal counsel to Foldlab.
Securities Law Notice
The shares of common stock issued in the private placement have not been registered under the Securities Act or applicable state securities laws. The shares may not be offered or sold in the United States absent registration or an applicable exemption from registration, and the issuance was made in reliance on the representations and other requirements applicable to Regulation S and Section 4(a)(2).
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the shares of common stock, nor shall there be any sale of the shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under applicable securities laws.About iSpecimen
iSpecimen (Nasdaq: ISPC) offers an online marketplace for human biospecimens, connecting scientists in commercial and non-profit organizations with healthcare providers that have access to patients and specimens needed for medical discovery. Proprietary, cloud-based technology enables scientists to intuitively search for specimens and patients across a federated partner network of hospitals, labs, biobanks, blood centers and other healthcare organizations. For more information, please visit www.ispecimen.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements other than statements of historical fact and may be identified by words or expressions such as “may,” “should,” “could,” “would,” “will,” “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “continue,” “seek,” “potential,” “target,” “project,” “forecast,” “outlook,” or similar expressions, or by discussions of strategy, plans, or intentions.
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Forward-looking statements in this press release include, without limitation, statements regarding the Company’s ability to integrate the acquired products and related assets into its operations; the timing and successful completion of delivery, testing and acceptance requirements for the milestone products and payment of the milestone consideration; the Company’s ability to maintain compliance with the continued listing requirements of The Nasdaq Capital Market; the timing, ratio and effects of any reverse stock split; the potential dilution to existing stockholders from the issuance of the stock consideration and other securities; the Company’s ability to continue as a going concern and obtain additional financing; and the Company’s expectations regarding the transaction and the acquired products.
These forward-looking statements are based on management’s current expectations and assumptions and are subject to risks, uncertainties and other factors, many of which are beyond the Company’s control, that could cause actual results to differ materially from those expressed or implied. Such risks and uncertainties include, without limitation, the risk that integration efforts may not be successful or may take longer than anticipated; that a milestone product may not be delivered, tested or accepted on the anticipated timeline or at all; that the Company may fail to maintain compliance with Nasdaq’s continued listing standards; that a reverse stock split may not be approved or implemented on the anticipated terms or timeline; that the issuance of stock consideration or other securities may result in substantial dilution; and that the Company may require additional financing to fund its operations or may be unable to continue as a going concern. Actual results may differ materially from those expressed or implied by these forward-looking statements. Additional information regarding factors that may cause actual results to differ materially is included under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission on April 1, 2026, and in the Company’s subsequent Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission, copies of which are available free of charge through the Securities and Exchange Commission’s website at www.sec.gov. The forward-looking statements in this press release speak only as of the date of this press release. Except as required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise.
For further information, please contact:
Media Contact
info@ispecimen.com
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