Welcome to our dedicated page for iSpecimen SEC filings (Ticker: ISPC), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
iSpecimen Inc. filings document material events, governance matters, capital-structure changes, and reporting status for the company’s Nasdaq-listed common stock. Recent 8-K disclosures cover the completed 1-for-40 reverse stock split, related certificate amendments, Regulation FD press-release exhibits, shareholder meeting adjournments, and board composition changes.
The company’s regulatory record also includes emerging growth company disclosures and a Rule 12b-25 notice tied to its annual report filing process. These filings provide formal records of iSpecimen’s public-company obligations alongside its biospecimen marketplace operations.
iSpecimen Inc. (ISPC) is asking stockholders at an October 9, 2026 virtual special meeting to approve several highly dilutive capital actions and an AI asset acquisition. One proposal seeks Nasdaq-required approval to remove the 19.99% cap on shares issuable under a May 2026 PIPE, which included 488,281 common shares at $5.12 and pre-funded warrants with full‑ratchet anti‑dilution and most‑favored‑nation terms.
A second proposal would authorize the Board, for 12 months, to implement a reverse stock split between 1‑for‑10 and 1‑for‑100 without further stockholder approval, primarily to help maintain Nasdaq’s $1.00 minimum bid price; authorized shares would remain unchanged, increasing capacity for future issuances. A third proposal pre‑approves one or more future convertible or equity‑linked financings over 12 months with conversion or exercise prices discounted by up to 80% from the lowest volume‑weighted average price, potentially issuing a large number of shares.
The fourth proposal seeks approval of an Asset Acquisition from Foldlab AI Ltd. for $2.0 million in cash (milestone‑based) and $2.5 million in common stock, issued at a 10‑day VWAP and locked in escrow for five years. As of August 12, 2026, iSpecimen had 2,518,590 common shares outstanding; all directors and officers report no beneficial ownership.
iSpecimen Inc. (ISPC) agreed to acquire AI software and related intellectual property from Foldlab AI Ltd. for up to $4.5 million, combining cash and stock. The purchase price includes $2.0 million in cash and $2.5 million in common stock. Of the cash portion, $750,000 is payable at closing, with two additional milestone payments of $625,000 each only if the two AI products are successfully delivered, tested and accepted under objective criteria.
The stock portion will equal $2.5 million divided by the ten-day VWAP before closing and will be issued into escrow, subject to a five-year escrow and lock-up with no leak-out. Holders grant the company an irrevocable proxy under a voting rights agreement on specified matters. Closing is conditioned on iSpecimen stockholder approval of the transaction and stock issuance, Nasdaq listing approval for the shares, a valid private-placement exemption, required regulatory and third-party consents, and the absence of a material adverse effect on the transferred assets. The agreement includes seller indemnification with a $25,000 basket and a $100,000 cap for general representation claims.
iSpecimen Inc. (ISPC) announced a leadership change, with Katharyn Field transitioning from her role as Chief Executive Officer. The company states that her departure is not due to any disagreement regarding operations, policies, or practices, and she will continue in an internal advisory and consulting capacity.
The Board appointed Shahin Behroyan as Chief Executive Officer effective August 26, 2026. Behroyan is a Vancouver-based entrepreneur with more than two decades of experience across investments, consumer packaged goods, healthcare and wellness, politics, and market research, including work with multinational and emerging growth companies.
Behroyan will serve as CEO under an Independent Contractor Agreement through his corporation 1605811 BC Ltd. The agreement provides an annual fee of $350,000, paid in monthly installments, no employee benefits, and allows termination by the Board at any time. If terminated without cause or if he resigns for good reason, he is entitled to a $67,500 severance payment.
iSpecimen Inc. entered into a Consulting Agreement with IR Agency LLC on August 12, 2026. The consultant will provide non-exclusive marketing and news distribution services to the financial community for a three‑month term, covering up to ten news releases. iSpecimen agreed to pay a fully earned, non‑refundable $2,000,000 cash fee by August 13, 2026. Either party may terminate at any time on written notice, but iSpecimen will not receive a refund if it terminates during the initial term. The consultant will not solicit orders or provide investment advice and must comply with U.S. securities laws. The agreement includes provisions on promotional disclosures, confidentiality, material non‑public information, indemnification, liability limitations and binding arbitration in New Jersey.
iSpecimen Inc. reported a steep decline in activity for the six months ended June 30, 2026, with revenue of $307,949 compared with $1,770,645 a year earlier and a net loss of $3,638,032 versus $2,705,639. For the quarter, revenue was $151,940 and the operating loss was $1,362,986. Cash and cash equivalents were $4,414,364, but the company had negative working capital of $992,538 and an accumulated deficit of $85,988,181.
The company disclosed that these conditions raise substantial doubt about its ability to continue as a going concern, despite cost-cutting measures that have significantly reduced compensation costs and a shift of technology spend into internally developed software, including its AI-powered Inventory Agent. Operations used $4,051,471 of cash in the first half, partly offset by a $2,500,000 May 2026 private placement and a subsequent $5,000,000 August 2026 offering, as iSpecimen continues to depend on external financing while pursuing growth of its biospecimen marketplace.
iSpecimen Inc. entered into a Settlement Agreement and Mutual Release with WestPark Capital, Inc. on August 6, 2026 to resolve all disputes, including an arbitration in which WestPark had sought $269,999.91 plus interest, fees, and costs. Under the agreement, iSpecimen paid WestPark $97,500 in full satisfaction of all claims, and WestPark dismissed the arbitration with prejudice, with each party bearing its own fees and costs. The parties granted each other a mutual general release, agreed to terminate the prior engagement agreements in their entirety (including any tail fee and right of first refusal), and accepted mutual confidentiality obligations and New York governing law with binding JAMS arbitration for disputes. iSpecimen expects to record the $97,500 as a charge in the quarter ending September 30, 2026.
iSpecimen Inc. entered placement agency and securities purchase agreements and completed a “reasonable best efforts” public offering of common stock and pre-funded warrants for an aggregate purchase price of $5,000,000 (or $5,000,285 assuming full exercise of the pre-funded warrants). The company issued 996,231 shares of common stock and pre-funded warrants to purchase up to 2,849,923 shares of common stock. The securities were sold under an effective registration statement on Form S-1.
The public offering price was $1.30 per share of common stock and $1.2999 per pre-funded warrant, with a $0.0001 per share exercise price on each pre-funded warrant. E.F. Hutton & Co. acted as exclusive placement agent, receiving a cash fee of 4.0% of aggregate gross proceeds plus a 1% non-accountable expense allowance and reimbursement of certain expenses and legal fees. iSpecimen plans to use the proceeds to repay outstanding liabilities, fund potential acquisitions or investments in businesses, products and technologies, support marketing and advertising services, and for general working capital.
iSpecimen Inc. is conducting a best-efforts primary offering of common stock and pre-funded warrants. The company is offering 996,231 shares of common stock at a public offering price of $1.30 per share, for up to $5,000,000.00 of shares and/or pre-funded warrants. Each pre-funded warrant is sold at $1.2999 and is exercisable into one share of common stock at $0.0001 per share, subject to a 4.99% beneficial ownership cap (electively raisable to 9.99% on 61 days’ notice).
Gross proceeds at the maximum share amount are $4,999,998.90, with placement agent fees of $199,999.96 and estimated proceeds before expenses of $4,799,998.94. Common shares outstanding were 1,522,359 as of August 5, 2026 and would increase to up to 5,368,512 shares if all pre-funded warrants from this offering are exercised. The stock trades on Nasdaq under the symbol ISPC, with a closing price of $1.92 per share on August 5, 2026.
The company reports a history of losses, including 2025 revenue of $1,928,998 and a net loss of $10,487,532, and an accumulated deficit of $84,625,370 as of March 31, 2026. Audited financial statements include a going concern explanatory paragraph, and management discloses a material weakness in internal control over financial reporting related to sales tax processes. Net proceeds are intended for fees and expenses, debt repayment, potential asset or business acquisitions, marketing and advertising (including up to $1,100,000 to IR Agency LLC), and general corporate and working capital purposes.
iSpecimen Inc. is pursuing a primary, best‑efforts equity offering of up to 2,092,050 shares of common stock, Pre‑Funded Warrants to purchase up to 2,092,050 shares, and up to 2,092,050 underlying shares, for aggregate gross proceeds of up to $5,000,000. The assumed price is $2.39 per Share, matching the July 14, 2026 Nasdaq close.
Common stock outstanding was 1,522,359 shares as of July 14, 2026 and would increase to up to 3,614,409 shares if the full offering is sold and all Pre‑Funded Warrants are exercised. Each Pre‑Funded Warrant costs $2.3899, is exercisable at $0.0001 per share, and is subject to 4.99% (or 9.99% on notice) beneficial‑ownership caps.
Assuming all Shares are sold and no Pre‑Funded Warrants are issued, net proceeds are estimated at approximately $4,680,000, to be used for fees and expenses, repayment of outstanding debt, potential asset or business acquisitions, marketing and advertising (including up to $1,100,000 for IR Agency LLC), and general corporate and working capital needs. For 2025, revenue was $1,928,998 with a net loss of $10,487,532; for the quarter ended March 31, 2026, revenue was $156,009 and net loss $2,275,221. As of March 31, 2026, cash was $2,818,989, working capital was negative $2,115,634, and the company reported substantial doubt about its ability to continue as a going concern.