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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 23, 2025
iSpecimen Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40501 | 27-0480143 | ||
| (State or other jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
8 Cabot Road, Suite 1800
Woburn, MA 01801
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (781) 301-6700
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.0001 per share | ISPC | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On July 23, 2025, iSpecimen Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with WestPark Capital, Inc. (the “Underwriter”), pursuant to which the Company agreed to sell, in an underwritten public offering (the “Offering”), an aggregate of 5,714,283 securities, consisting of (i) 1,482,644 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and (ii) pre-funded warrants to purchase up to 4,231,639 shares of Common Stock (the “Pre-Funded Warrants”), at an exercise price of $0.0001 per share. The securities were sold at a public offering price of $0.70 per share (or $0.6999 per Pre-Funded Warrant), for gross proceeds of approximately $4,000,000 and net proceeds of approximately $3,528,902, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.
The Pre-Funded Warrants are immediately exercisable until such time as the Pre-Funded Warrants are exercised in full. Under the terms of the Pre-Funded Warrants, the Company may not effect the exercise of any Pre-Funded Warrant, and a holder will not be entitled to exercise any portion of any Pre-Funded Warrant, in the event that such exercise would cause the aggregate number of shares of the Common Stock beneficially owned by such holder (together with its affiliates) to exceed 4.99% of the number of shares of Common Stock outstanding following such exercise. Under the terms of the Pre-Funded Warrants, a holder of a Pre-Funded Warrant may increase or decrease such percentage to any other percentage not in excess of 9.99% provided that any such increase will not be effective until the 61st day after notice from the holder is delivered to the Company.
The Underwriting Agreement contains customary representations, warranties, covenants, closing conditions, indemnification obligations, and termination provisions. The Offering closed on July 25, 2025. The securities were offered pursuant to the Company’s registration statement on Form S-1, as amended (File No. 333-286958) (the “Registration Statement”), filed with the Securities and Exchange Commission on May 2, 2025, and declared effective on July 23, 2025.
The Company intends to use $1,500,000 of the net proceeds for marketing and advertising services pursuant to a Consulting Agreement with IR Agency LLC, and $1,000,000 for the initial milestone payment under a Software Purchase and Services Agreement with Sales Stack Solutions Corp. The remaining proceeds will be used for working capital and general corporate purposes.
The foregoing descriptions of the Form of Underwriting Agreement, Form of Pre-Funded Warrant, Consulting Agreement, and Software Purchase and Services Agreement are qualified in their entirety by reference to the full text of such agreements, copies of which were previously filed as exhibits to the Registration Statement and are incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On July 23, 2025, the Company issued a press release announcing the pricing of the Offering. On July 25, 2025, the Company issued a press release announcing the closing of the Offering. Copies of these press releases are furnished as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and incorporated herein by reference.
The information in this Item 7.01 and Exhibits 99.1 and 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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: July 25, 2025
| iSPECIMEN INC. | |||
| By: | /s/ Robert Bradley Lim | ||
| Name: | Robert Bradley Lim | ||
| Title: | Chief Executive Officer | ||
3
Exhibit 99.1
iSpecimen Inc. Announces Pricing of $4 Million Underwritten Offering
WOBURN, Mass., July 24, 2025 (GLOBE NEWSWIRE) -- iSpecimen Inc. (Nasdaq: ISPC) (“iSpecimen” or the “Company”), an online global marketplace that connects scientists requiring biospecimens for medical research with a network of healthcare specimen providers, announced today the pricing of an underwritten public offering of 5,714,283 shares of its common stock (or pre-funded warrants to purchase common stock in lieu thereof) at a public offering price of $0.70 per share (the “Offering”). The aggregate gross proceeds to the Company from the Offering are expected to be approximately $4 million, before deducting underwriting discounts and commissions and other estimated offering expenses. The Offering is expected to close on July 25, 2025, subject to the satisfaction of customary closing conditions.
The Company intends to use the net proceeds from the Offering to pay $1,500,000 for marketing and advertising services to be provided by IR Agency LLC, $1,000,000 to fund the initial milestone payment under a definitive agreement with Sales Stack Solutions Corp., and the remainder for working capital and general corporate purposes.
The Offering is being conducted on a firm commitment basis. WestPark Capital, Inc. acted as the Sole Book-Runner in connection with the Offering.
The securities described above are being offered pursuant to a registration statement on Form S-1 (File No. 333-286958), which was declared effective by the Securities and Exchange Commission (the “SEC”) on July 23, 2025. The Offering is being made only by means of a written prospectus that forms a part of the registration statement. A final prospectus relating to the Offering will be filed with the SEC. When available, copies of the final prospectus relating to the Offering may be obtained from WestPark Capital, Inc., 1800 Century Park East, Suite 220, Los Angeles, CA 90077, tel: 310-203-2919, e-mail: jstern@wpcapital.com and will be available on the SEC’s website.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About iSpecimen
iSpecimen (Nasdaq: ISPC) offers an online marketplace for human biospecimens, connecting scientists in commercial and non-profit organizations with healthcare providers that have access to patients and specimens needed for medical discovery. Proprietary, cloud-based technology enables scientists to intuitively search for specimens and patients across a federated partner network of hospitals, labs, biobanks, blood centers and other healthcare organizations. For more information, please visit www.ispecimen.com.
Safe Harbor Statement
Statements in this press release about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements.” These statements include, but are not limited to, statements concerning the development of our company. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. The reader is cautioned not to rely on such forward-looking statements. Such forward-looking statements relate to future events or our future performance. In evaluating these forward-looking statements, you should consider various factors, including the uncertainty regarding future commercial success; risks and uncertainties associated with market conditions and the Company’s ability to satisfy the closing conditions related to the Offering. These and other factors may cause our actual results to differ materially from any forward-looking statements. Forward-looking statements are only predictions and actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including factors discussed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on April 14, 2025, as well as other SEC filings. Any forward-looking statements contained in this press release speak only as of the date hereof and, except as required by federal securities laws, iSpecimen specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.
For further information, please contact:
Investor Contact
KCSA Strategic Communications
Phil Carlson
iSpecimen@kcsa.com
Exhibit 99.2
iSpecimen Inc. Announces Closing of $4 Million Underwritten Offering
WOBURN, Mass., July 25, 2025 (GLOBE NEWSWIRE) -- iSpecimen Inc. (Nasdaq: ISPC) (“iSpecimen” or the “Company”), an online global marketplace that connects scientists requiring biospecimens for medical research with a network of healthcare specimen providers, announced today the closing of its previously announced underwritten public offering of 5,714,283 shares of its common stock (or pre-funded warrants to purchase common stock in lieu thereof) at a public offering price of $0.70 per share (the “Offering”). The aggregate gross proceeds to the Company from the Offering was approximately $4 million, before deducting underwriting discounts and commissions and other offering expenses.
The Company intends to use the net proceeds from the Offering to pay $1,500,000 for marketing and advertising services to be provided by IR Agency LLC, $1,000,000 to fund the initial milestone payment under a definitive agreement with Sales Stack Solutions Corp., and the remainder for working capital and general corporate purposes.
The Offering was conducted on a firm commitment basis. WestPark Capital, Inc. acted as the Sole Book-Runner in connection with the Offering.
The securities described above are being offered pursuant to a registration statement on Form S-1 (File No. 333-286958), which was declared effective by the Securities and Exchange Commission (the “SEC”) on July 23, 2025. The Offering is being made only by means of a written prospectus that forms a part of the registration statement. A final prospectus relating to the Offering has been filed with the SEC. Copies of the final prospectus relating to the Offering may be obtained from WestPark Capital, Inc., 1800 Century Park East, Suite 220, Los Angeles, CA 90077, tel: 310-203-2919, e-mail: jstern@wpcapital.com and are available on the SEC’s website.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About iSpecimen
iSpecimen (Nasdaq: ISPC) offers an online marketplace for human biospecimens, connecting scientists in commercial and non-profit organizations with healthcare providers that have access to patients and specimens needed for medical discovery. Proprietary, cloud-based technology enables scientists to intuitively search for specimens and patients across a federated partner network of hospitals, labs, biobanks, blood centers and other healthcare organizations. For more information, please visit www.ispecimen.com.
Safe Harbor Statement
Statements in this press release about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements.” These statements include, but are not limited to, statements concerning the development of our company. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. The reader is cautioned not to rely on such forward-looking statements. Such forward-looking statements relate to future events or our future performance. In evaluating these forward-looking statements, you should consider various factors, including the uncertainty regarding future commercial success; risks and uncertainties associated with market conditions and the Company’s ability to satisfy the closing conditions related to the Offering. These and other factors may cause our actual results to differ materially from any forward-looking statements. Forward-looking statements are only predictions and actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including factors discussed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on April 14, 2025, as well as other SEC filings. Any forward-looking statements contained in this press release speak only as of the date hereof and, except as required by federal securities laws, iSpecimen specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.
For further information, please contact:
Investor Contact
KCSA Strategic Communications
Phil Carlson
iSpecimen@kcsa.com