EX-1.1
from S-1
14 pages
Subject to the Terms and Conditions of This Letter Agreement (The “Agreement”), Between Westpark Capital, Inc., as Lead Placement Agent (“Placement Agent”), and Ispecimen, Inc., a Company Organized Under the Laws of the State of Nevada (The “Company”), the Parties Hereby Agree the Placement Agent Shall Serve as the Placement Agent for the Company, on a “Reasonable Best Efforts” Basis, in Connection With the Proposed Placement (The “Placement”) of (I) Shares (The “Shares”) of Common Stock of the Company, Par Value, $0.0001 Per Share (The “Common Stock”) and (II) Pre-Funded Warrants to Purchase Common Stock (The “Pre-Funded Warrants”). the Shares and Pre-Funded Warrants Actually Sold by the Placement Agent Are Referred to Herein as the “Securities.” the Securities and Shares of Common Stock Issuable Upon the Exercise of the Pre-Funded Warrants Have Been Registered and Shall Be Offered and Sold Pursuant to the Company’s Registration Statement on Form S-1 (File No. 333-[ ]) (The “Registration Statement”), Which Was Declared Effective by the Securities and Exchange Commission (The “Commission”) on [ ], 2024. the Documents Executed and Delivered by the Company and the Purchasers (As Defined Below), as Applicable, in Connection With the Placement, Including, Without Limitation, a Securities Purchase Agreement (The “Purchase Agreement”) and Pre-Funded Warrant Certificates, Shall Be Collectively Referred to Herein as the “Transaction Documents.” the Placement Agent May Retain Other Brokers or Dealers to Act as Sub-Agents or Selected-Dealers on Its Behalf in Connection With the Placement
12/34/56
