iSpecimen Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 2, 2026, iSpecimen Inc., a Delaware corporation (Nasdaq: ISPC) (the “Company”), completed a private placement, on December 31, 2025, of its Series C Convertible Non-Voting Preferred Stock.
On December 31, 2025, the Company entered into a Consulting Agreement (the “Consulting Agreement”) with IR Agency LLC (the “Consultant”), pursuant to which the Consultant agreed to provide marketing, advertising and investor communications services to the Company.
Pursuant to the Consulting Agreement, the Consultant will provide certain marketing, advertising, and digital community-building services relating to the Company for an initial four (4) month term commencing on December 31, 2025. The Consultant will act as an independent contractor, and the services provided under the Consulting Agreement are non-exclusive.
In consideration for the services to be provided under the Consulting Agreement, the Company agreed to pay the Consultant an aggregate cash fee of $2,000,000, which was payable upon execution of the Consulting Agreement and deemed earned upon receipt, which amount was funded from a portion of the net proceeds of the Company’s private placement of its Series C Convertible Non-Voting Preferred Stock. The Consulting Agreement may be terminated by either party at any time, with or without cause, subject to the terms set forth therein.
The Consulting Agreement contains customary representations, warranties, indemnification provisions and limitations of liability. The Consultant has represented that it is not a broker-dealer or investment adviser, will not solicit investors or effect securities transactions, and will comply in all material respects with applicable U.S. securities laws in connection with the performance of its services.
The foregoing description of the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Consulting Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Form of Consulting Agreement, dated December 31, 2025, by and between iSpecimen Inc. and IR Agency LLC. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: January 5, 2026
| iSPECIMEN INC. | |||
| By: | /s/ Katharyn Field | ||
| Name: | Katharyn Field | ||
| Title: | Chief Executive Officer | ||
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