iSpecimen Inc. Announces Pricing of ~$5.5 Million Private Placement

Rhea-AI Summary

iSpecimen (Nasdaq: ISPC) announced a private placement expected to raise approximately $5.5 million in gross proceeds through the issuance of 6,875 shares of newly designated Series C Convertible Preferred Stock at $800 per share.

Each preferred share has a $1,000 stated value and converts into common stock at a conversion price equal to 85% of the closing price of common stock on the trading day before each conversion date. The company intends to use net proceeds for marketing, working capital, and general corporate purposes. Closing is expected on or about December 31, 2025, subject to customary conditions. E.F. Hutton is the exclusive placement agent. The securities are offered in a private placement to accredited investors and the company agreed to file registration statements covering resale of conversion shares.

Positive

• Gross proceeds of approximately $5.5 million raised
• Issuance of 6,875 Series C convertible preferred shares
• Company has agreed to file registration statements for resale of conversion shares

Negative

• Conversion price set at 85% of prior closing price creates potential dilution on conversion
• Gross proceeds reduced by placement agent fees and offering expenses
• Closing subject to customary conditions, not guaranteed as of announcement

Key Figures

Private placement size $5.5 million Aggregate gross proceeds before fees in Dec 2025 private placement

Series C shares 6,875 shares Newly designated Series C Convertible Preferred Stock to be issued

Preferred price $800 per share Purchase price for each Series C Convertible Preferred share

Stated value $1,000 per share Stated value per Series C Convertible Preferred Stock share

Conversion price formula 85% of prior close Conversion price equals 85% of the common stock closing price

Expected closing date December 31, 2025 Offering expected to close subject to customary conditions

Securities Act section Section 4(a)(2) Private placement exemption under the Securities Act of 1933

Regulation D Regulation D Offering conducted under Regulation D for accredited investors

Market Reality Check

$0.2860 Last Close

Volume Volume 539,661 is 1.69x the 20-day average of 319,772, showing elevated trading interest ahead of the financing. high

Technical Shares at 0.3406 are trading well below the 200-day MA of 1.01 and near the 52-week low of 0.34, down 89.92% from the 3.3795 52-week high.

Peers on Argus 1 Down

ISPC was down 10.84% with elevated volume, while key peers showed mixed moves: ADVB -6.19%, MYNZ -4.72%, BIAF +1.74%, XWEL -2.55%, PRPH -10%. Only XWEL appeared in momentum scans, supporting a company-specific reaction to today’s financing news.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Sep 04	Crypto treasury update	Positive	+27.4%	Update on Solana-based $200M corporate treasury and crypto partnerships.
Aug 21	Tech upgrade milestone	Positive	-29.8%	Completion of Milestone 1 in digital transformation using Salestack platform.
Aug 07	Crypto treasury launch	Positive	-28.9%	Plan for $200M Solana-based corporate treasury with BlockArrow and WestPark.
Aug 04	Private placement closing	Neutral	-4.0%	Closing of $1.75M private placement of common stock and pre-funded warrants.
Jul 31	Private placement pricing	Neutral	+18.6%	Pricing of $1.75M private placement at $1.122 per share for accredited investors.

Pattern Detected

News flow has been dominated by capital markets and strategic crypto initiatives. Positive strategic headlines (crypto treasury, digital transformation) have produced both sharp gains and sharp selloffs, while prior private placements showed mixed, lower-magnitude reactions. Overall, the stock has tended to be volatile and not consistently rewarded for seemingly positive announcements.

Recent Company History

Over the last six months, ISPC has focused on strategic digital-asset initiatives and repeated equity financings. In July–August 2025, the company priced and then closed a $1.75M private placement to support marketing and working capital. In August and September 2025, ISPC announced plans for a $200M Solana-based corporate treasury, with mixed market reactions. A digital transformation milestone with Salestack on Aug 21, 2025 also drew a sharp move. Today’s larger private placement continues this pattern of balance-sheet focused news in a highly volatile stock.

Regulatory & Risk Context

Active S-3 Shelf Registration 2025-10-23

$100,000,000 registered capacity

An effective S-3 shelf filed on Oct 23, 2025 registers up to $100,000,000 of various securities, giving ISPC pre-cleared capacity to issue common or preferred stock, debt, warrants, rights, or units via prospectus supplements. Combined with recurring private placements, this underscores ongoing access to, and reliance on, external capital.

Market Pulse Summary

The stock dropped -13.2% in the session following this news. A negative reaction despite the cash infusion fits a pattern where financings are viewed through a dilution lens. The deal’s 85%-of-market conversion feature and prior 2025 raises, together with the $100,000,000 S-3 shelf capacity, emphasize ongoing dependence on equity capital. Combined with recent going-concern warnings and Nasdaq compliance pressures, this may reinforce concerns about longer-term shareholder dilution.

Key Terms

private placement financial

"The securities to be issued in connection with the offering described above are being offered in a private placement under Section 4(a)(2)..."

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

convertible preferred stock financial

"the Company will issue 6,875 shares of newly designated Series C Convertible Preferred Stock (the “Preferred Stock”)"

Convertible preferred stock is a special class of company shares that pays priority, usually fixed, payments to holders and can be exchanged later for a set number of common shares. It matters to investors because it combines steady income and added protection with the chance to share in a company’s upside; think of it as a hybrid between a bond that pays regularly and an option to convert into growth-oriented stock, where the conversion rules influence both potential gains and how much common shareholders’ ownership may be reduced.

accredited investors financial

"securities purchase agreement with accredited investors for aggregate gross proceeds"

Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.

registration rights agreement regulatory

"Pursuant to a registration rights agreement with the investors, the Company has agreed to file one or more registration statements"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

registration statement regulatory

"may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

Section 4(a)(2) regulatory

"offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Regulation D regulatory

"under Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Regulation D promulgated thereunder"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

forward-looking statements regulatory

"Statements in this press release about future expectations, plans and prospects... may constitute “forward-looking statements.”"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

AI-generated analysis. Not financial advice.

WOBURN, Mass., Dec. 30, 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, today announced that it entered into a securities purchase agreement with accredited investors for aggregate gross proceeds of approximately $5.5 million, before deducting fees to the placement agent and other offering expenses payable by the Company.

In connection with the offering, the Company will issue 6,875 shares of newly designated Series C Convertible Preferred Stock (the “Preferred Stock”) at a price of $800 per share. Each share of Preferred Stock is convertible into shares of the Company’s common stock based on a $1,000 stated value per Preferred Stock share and a conversion price of 85% of the closing price of the common stock as of the date prior to each conversion date.

The Company intends to use the net proceeds from the offering for marketing, working capital, and general corporate purposes.

The offering is expected to close on or about December 31, 2025, subject to the satisfaction of customary closing conditions.

E.F. Hutton & Co. is acting as the exclusive placement agent in connection with the offering.

Additional details regarding the offering will be available in a Form 8-K to be filed by the Company with the Securities and Exchange Commission (the “SEC”).

The securities to be issued in connection with the offering described above are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Regulation D promulgated thereunder and have not been registered under the 1933 Act or applicable state securities laws. Accordingly, such securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the 1933 Act and such applicable state securities laws. The securities were offered only to accredited investors. Pursuant to a registration rights agreement with the investors, the Company has agreed to file one or more registration statements with the SEC covering the resale of the shares of common stock issuable upon conversion of the shares of Preferred Stock.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or 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.

info@ispecimen.com

FAQ

What amount did iSpecimen (ISPC) announce in its December 30, 2025 private placement?

iSpecimen announced aggregate gross proceeds of approximately $5.5 million from the private placement.

How many Series C convertible preferred shares is iSpecimen issuing in the offering (ISPC)?

The company will issue 6,875 newly designated Series C convertible preferred shares at $800 per share.

What are the conversion terms for iSpecimen's Series C preferred stock (ISPC)?

Each preferred share has a $1,000 stated value and converts into common stock at a conversion price equal to 85% of the closing price of common stock on the trading day before each conversion date.

When is the private placement for iSpecimen (ISPC) expected to close?

The offering is expected to close on or about December 31, 2025, subject to customary closing conditions.

What will iSpecimen (ISPC) use the net proceeds from the private placement for?

The company intends to use net proceeds for marketing, working capital, and general corporate purposes.

Who is the placement agent for iSpecimen's (ISPC) private placement and are resale rights provided?

E.F. Hutton is the exclusive placement agent, and the company agreed to file registration statements to cover resale of common shares issuable upon conversion.