iSpecimen agrees to buy AI assets from Foldlab for $4.5 million

iSpecimen Inc. entered into an Asset Purchase Agreement with Foldlab AI Ltd. on September 4, 2026, under which the Company will acquire from Foldlab certain artificial intelligence software, models, source code, data rights, intellectual property and related assets, including the Disease-Associated Protein Discovery AI Agent and the Disease Trend Prediction and Monitoring AI Model.¹

The purchase price totals $4,500,000, split between $2,000,000 in cash and $2,500,000 in shares of the Company's common stock.¹ Of the cash portion, $750,000 is payable at closing, with two milestone payments of $625,000 each payable only upon successful delivery, testing and acceptance of the two AI products under objective acceptance criteria.¹ No milestone payment is earned for partial performance, incomplete delivery, a failed test, an unresolved material defect, or failure to satisfy any acceptance criterion.¹

The stock portion will be calculated using the volume-weighted average price per share for the ten consecutive trading days ending on the trading day immediately before Closing.¹ Those shares face a five-year escrow and lock-up beginning on the Closing Date, with no leak-out,¹ and are subject to a voting rights agreement under which each holder grants the Company an irrevocable proxy to vote on matters relating to the issuance, listing, transfer restrictions, recapitalization, change of control or implementation of the transaction.¹

Closing requires stockholder approval of the transaction and the stock issuance, Nasdaq approval of the listing, and other customary conditions.¹ On termination, the Agreement may be ended before Closing by mutual written agreement, by the Company if a closing condition is not met within 120 days (extendable up to 60 more days) or for the Seller's uncured breach, or by either party if a final non-appealable order blocks the deal.¹ iSpecimen said it intends to file a preliminary proxy statement with the SEC and later mail a definitive proxy statement to stockholders.¹