iSpecimen Inc. filed a Form 8-K with the SEC on November 9, 2026, disclosing the closing of a private placement of Series D Convertible Preferred Stock on November 6, 2026, raising aggregate gross proceeds of $400,000.

Key Highlights

  • Gross proceeds: The offering generated $400,000 from the sale of 500 shares of Series D Convertible Preferred Stock at $800 per share, with a $1,000 stated value per share.
  • Conversion terms: The Series D Preferred Stock is convertible at the holder's option into Common Stock at the greater of 85% of the prior trading day's closing price or the $0.1616 floor price.
  • Dividends: The Series D Preferred Stock accrues cumulative dividends at 8% per annum, payable quarterly in cash or, subject to applicable equity conditions, in shares of Common Stock.
  • Exchange cap: Until stockholder approval under Nasdaq Listing Rule 5635(d) is obtained, Common Stock issuances are capped at 1,157,223 shares, representing 19.99% of the 5,789,013 shares outstanding before the agreement.
  • Placement agent fees: E.F. Hutton & Co. received a cash fee of 4.0% of gross proceeds and a non-accountable expense allowance of 1.0% of gross proceeds, plus reimbursement of legal fees up to $80,000.
  • Registration commitment: The company agreed to file a resale registration statement within 30 calendar days of closing and to seek effectiveness within 75 calendar days (or 120 calendar days if subject to full SEC review).
  • Lock-up period: Directors and executive officers agreed not to offer or sell Company securities for 90 days following the closing, subject to customary exceptions.

iSpecimen's Series D Preferred Stock: Terms, Structure, and Use of Proceeds

According to the filing, iSpecimen Inc. (NASDAQ:ISPC) entered into a securities purchase agreement on November 6, 2026, with certain accredited investors for the private placement of 500 shares of Series D Convertible Preferred Stock, par value $0.0001 per share. The shares were sold at $800 per share against a stated value of $1,000 per share, yielding aggregate gross proceeds of $400,000. The company disclosed that it intends to use the net proceeds for working capital and general corporate purposes.

The filing describes the Series D Preferred Stock as convertible at the holder's option at any time, with the conversion price set at the greater of 85% of the closing price of the Common Stock on the trading day immediately preceding the conversion date and a floor price of $0.1616, subject to adjustment for stock splits, stock dividends, and similar events. A 4.99% beneficial ownership limitation applies, which a holder may increase to up to 9.99% upon 61 days' notice. The company may optionally redeem the Series D Preferred Stock after six months from the original issue date, at 110% of stated value through the first anniversary and 105% thereafter, plus accrued and unpaid dividends, subject to satisfaction of equity conditions. The Certificate of Designations, filed with the Delaware Secretary of State on November 6, 2026, authorizes up to 2,000 shares of Series D Preferred Stock in total.

The offering was placed on a reasonable best efforts basis by E.F. Hutton & Co. under a placement agency agreement dated November 5, 2026. The Series D Preferred Stock was sold in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) of Regulation D. The filing notes that the securities have not been registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption.

What Was Disclosed

iSpecimen disclosed the closing of a $400,000 private placement of 500 shares of Series D Convertible Preferred Stock, the related registration rights agreement, placement agency agreement, Certificate of Designations filed in Delaware, and lock-up agreements entered into by its directors and executive officers.