Ispecimen Inc. SEC Filings

iSpecimen, Inc. filed a preliminary revised proxy statement asking shareholders to approve a range of corporate actions at a Special Meeting. Key proposals include a reverse stock split selectable between 1-for-10 and 1-for-100, an increase in authorized shares, shareholder approval to permit issuances exceeding 19.99% under Nasdaq rules, amendments to a convertible floor, establishment of an equity line of credit (ELOC), and adjournment authority. The filing also discloses a planned corporate treasury program involving digital assets, retention of BlockArrow Capital as consultant, and an anticipated initial financing in Q4 2025 targeting at least $50 million and a longer-term objective of about $200 million over 12–24 months. The proxy explains voting mechanics, broker non-vote treatment, potential dilution, and risks tied to staking, locked Solana tokens, custodial and counterparty risks.

iSpecimen, Inc. (ISPC) amended its S-1 registration statement describing its business as a transactional biospecimen marketplace that sources remnant and research-use specimens from a global network of supply sites. The filing discloses specimen mix and supply-site counts (for example, ~44 clinical research centers, ~16 biorepositories, ~11 clinical lab sites, two blood donor centers and one cadaveric donation center as of December 31, 2024). Research-use biofluids and tissues represented ~49% and ~39% of revenue in 2024 and 2023, respectively, while one customer accounted for ~29% of 2024 revenue. The company disclosed a $1.0 million loan with an 18% note, capital raises including ~$1.49 million net ATM proceeds and a ~$5.0 million offering, capitalized software and sequenced-data intangible assets, an accumulated deficit, and material litigation and contract disputes (including a platform service disruption from January 25 to February 12, 2025). Nasdaq notified the company on June 4, 2025 of noncompliance with minimum stockholders’ equity and the company has submitted a compliance plan.

iSpecimen, Inc. (ISPC) operates a bioprocurement marketplace matching researchers with human specimens and associated data. The company reported concentrated, transactional revenue with research-use specimens (biofluids, tissues, cells) representing a substantial portion of sales and one customer accounting for ~29% of 2024 revenue. As of December 31, 2024 the company had $1.88 million cash and an accumulated deficit of ~$71.9 million. In 2024 the company raised capital through a $1.0 million short-term loan (18% interest), an ATM program that generated gross proceeds of ~$1.49 million (net ~$1.24 million), and an October 31, 2024 offering that produced gross proceeds of ~$4.998 million (net ~$4.632 million). The company completed a 1-for-20 reverse stock split in September 2024 and regained Nasdaq bid-price compliance. Material operational issues included a third-party platform disruption in January–February 2025 that temporarily shut the marketplace; related disputes and settlement activity are ongoing. The filing discloses significant customer concentration, nonrecurring transactional revenue, ongoing litigation and sales tax exposures, and efforts to reduce costs and capital needs.

iSpecimen Inc. (ISPC) filed an S-1 describing a marketplace that matches researchers with human biospecimens and related data. The company operates a technology-enabled bioprocurement marketplace that ingests and harmonizes supplier data, supports workflow and compliance, and sells a range of specimen products including remnant and research-use biofluids, tissues, and hematopoietic stem and immune cells.

Key facts disclosed include a 1-for-20 reverse stock split effective September 13, 2024; a $1.0 million short-term loan at 18% interest closed September 25, 2024; research-use specimens represented approximately 49% of revenue in 2024 (39% in 2023); one customer represented ~29% of revenue in 2024; the company reported an accumulated deficit and limited cash balances and has used debt and equity raises (including an ATM and a registered offering) to fund operations. The filing discloses litigation and a third-party platform outage in early 2025 that disrupted the marketplace and related settlement activity.

iSpecimen Inc. (ISPC) is soliciting votes for a virtual Special Meeting on September 26, 2025 at 10:00 a.m. ET to approve six proposals focused on capital structure and financing. The centerpiece is a board-authorized reverse stock split ranging from one-for-ten (1:10) to one-for-one hundred (1:100) intended to help meet Nasdaq's $1.00 minimum bid requirement. The board also seeks to increase authorized shares from 250,000,000 to 500,000,000, and to obtain shareholder approval under Nasdaq rules to permit future non-public financings and an equity line that may exceed 19.99% of outstanding stock. The company proposes to amend certain convertible securities to raise the conversion floor from 50% to 80% of VWAP, which may reduce shares issued on conversion. The proxy materials state a Record Date of July 25, 2025, note a 34% quorum, and list two different outstanding share counts in the filing (3,979,517 and 5,539,345), an inconsistency disclosed in the document. Proxy materials are available at proxyvote.com and distribution began on or about August 11, 2025.