iSpecimen Inc.

Item 1. Legal Proceedings.

To the knowledge of our management team, there is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such, other than the matter described below. We may from time to time be involved in various legal proceedings and other matters arising in the normal course of business. We may in the future institute additional legal proceedings to enforce our rights and seek remedies, such as monetary damages, injunctive relief and declaratory relief. We cannot predict the results of any such disputes, and despite the potential outcomes, the existence thereof may have an adverse material impact on us because of diversion of management time and attention as well as the financial costs related to resolving such disputes.

Focus Technology Solutions, Inc. v. iSpecimen,; Suffolk (MA) Superior Court

On December 9, 2024, Focus Technologies, Inc. (“Focus”) filed a complaint against the Company in the Superior Court of Suffolk County, Massachusetts, alleging non-payment under agreements dated July 29, 2022, related to the provision of information technology services. Focus is seeking approximately $489,572 in damages, plus interest and attorneys’ fees. Following the filing, Focus disabled the Company’s web-based commerce platform on January 24, 2025, resulting in a shutdown of the iSpecimen Marketplace from January 25, 2025, through February 12, 2025, which was not fully resolved until early March 2025.

To restore service, the parties entered into a settlement agreement on February 11, 2025 (the “Settlement Agreement”), under which the Company agreed to pay $500,000 in nine monthly installments in exchange for the restoration of its platform. The Company made an initial payment of $50,000 on February 12, 2025, however, Focus failed to fully restore the platform, requiring the Company to engage a third-party developer to complete the work in early March 2025. On February 28, 2025, the Company notified Focus that it was in breach of the Settlement Agreement and has since withheld further payments thereunder.

Focus amended its complaint to enforce the Settlement Agreement and obtained an order for pre-judgment security in the amount of $420,000, to be funded by 15% of “revenue.” This order was clarified on December 17, 2025 to require only 15% of “net revenue,” with the result only $13,000 has been deposited in escrow to date. The Company has asserted counterclaims against Focus for consequential damages arising from the February 2025 service disruption and failure to perform under the agreements. On September 3, 2025, Focus reduced their global settlement demand to $100,000, and on September 9, 2025, the Company increased their offer to $30,000, which figure was rejected by Focus. The case remains in the discovery phase, and no trial date has been set.

While the outcome of this matter cannot be predicted with certainty, the Company does not believe that this litigation will have a material adverse effect on its business, financial condition, or results of operations at this time.

Azenta US, Inc. v. iSpecimen, Inc.; Suffolk (MA) Superior Court

On or around January 15, 2025, Azenta initiated a claim against the Company for $651,262 arising from an alleged breach of contract, and unjust enrichment. Azenta provided sequencing services in 2023 as part of an initiative for which a market was never realized by the Company. The Company believes that it has valid defenses to Azenta’s claims. Discovery has closed in this case, and the Company expects Azenta to move for summary judgment, which the Company will defend vigorously. As of current, the Company has made an offer of $125,000 to settle this case, but no response has been received from Azenta.

Krisbio, LLC v. iSpecimen, Inc.

On or about September 23, 2025 the Company was served with a Summons and Complaint in the matter of Krisbio, LLC v. iSpecimen, Inc. 1:25-CV-12409-JCB in the U.S. District Court for the District of Massachusetts seeking collection of $266,380, alleging breach of contract and other quasi-contractual claims relating to a purported “Participation Agreement” dated July 20, 2021, and subsequent agreements for payments for goods and services under said Participation Agreement. The Company has answered the Complaint, and Initial disclosures have been filed by the parties, but formal discovery has not yet begun.

Ellenoff Grossman & Schole, LLP v. iSpecimen, Inc.; New York County Supreme Court

On or around November 14, 2024, EGS initiated a claim against the Company for $425,684 arising from a breach of contract, and compensation on a quantum meruit basis amongst other things. The Company believes that EGS’ claims are without legal or factual basis, and intends to vigorously defend these claims.

During the three months ended March 31, 2026, the Company settled this legal matter and the parties agreed to a $200,000 settlement pursuant to a settlement agreement executed on February 15, 2026 (Note 14).