On September 4, 2026, iSpecimen Inc., a Delaware corporation (the "Company"), entered into an Asset Purchase Agreement (the "Agreement") with Foldlab AI Ltd., a company organized under the laws of British Columbia ("Foldlab" or the "Seller"), pursuant to which the Company will acquire from Foldlab 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.

 

The aggregate purchase price for the Transferred Assets and Products is $4,500,000, consisting of (a) $2,000,000 in cash (the "Cash Consideration") and (b) $2,500,000 in shares of the Company’s common stock, par value $0.0001 per share (the "Common Stock"), as further described below (the "Stock Consideration" and, together with the Cash Consideration, the "Purchase Price"). The Cash Consideration consists of (i) $750,000 payable at the closing of the transaction (the "Closing") by wire transfer of immediately available funds and (ii) two milestone payments of $625,000 each (the "Milestone Payments"), for an aggregate of $1,250,000, payable only upon the successful delivery, testing and acceptance of each of the two AI products in accordance with the objective acceptance criteria set forth in the Agreement. No Milestone Payment is earned, due or payable for partial performance, incomplete delivery, a failed test, an unresolved material defect or a failure to satisfy any acceptance criterion. The Stock Consideration consists of the number of whole shares of Common Stock equal to $2,500,000 divided by the volume-weighted average price ("VWAP") per share of Common Stock for the ten (10) consecutive trading days ending on the trading day immediately before Closing, rounded down to the nearest whole share. The Company may pay cash in lieu of any fractional-share amount without increasing the aggregate Purchase Price.