iSpecimen (Nasdaq: ISPC) closes $5M stock and pre-funded warrant sale

Q: How was the iSpecimen (ISPC) offering priced?

The offering was priced at $1.30 per share of common stock and $1.2999 per pre-funded warrant. Each pre-funded warrant carries a $0.0001 per share exercise price, making its total cost effectively equal to the common share price at issuance.

Q: What are the key terms of the pre-funded warrants in the ISPC deal?

Investors received pre-funded warrants to purchase up to 2,849,923 shares of common stock at an exercise price of $0.0001 per share. The pre-funded warrants were sold at $1.2999 each, equal to the public offering price per share minus the nominal exercise price.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

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.

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8-K Event Classification

3 items: 1.01, 7.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Aggregate purchase price: $5,000,000 Aggregate purchase price with full warrant exercise: $5,000,285 Common shares issued: 996,231 shares +5 more

8 metrics

Aggregate purchase price $5,000,000 Total consideration for common stock and pre-funded warrants in the offering

Aggregate purchase price with full warrant exercise $5,000,285 Total consideration assuming full exercise of all pre-funded warrants

Common shares issued 996,231 shares Shares of common stock sold in the public offering

Shares underlying pre-funded warrants 2,849,923 shares Maximum number of common shares issuable upon exercise of pre-funded warrants

Public offering price per share $1.30 Price per share of common stock sold in the offering

Pre-funded warrant price $1.2999 Price per pre-funded warrant sold in the offering

Pre-funded warrant exercise price $0.0001 per share Exercise price for each share underlying the pre-funded warrants

Placement agent cash fee 4.0% of gross proceeds Cash fee payable to E.F. Hutton based on aggregate gross proceeds

Key Terms

pre-funded warrants, placement agency agreement, reasonable best efforts, non-accountable expense allowance, +1 more

5 terms

pre-funded warrants financial

"pre-funded warrants to purchase up to 2,849,923 shares of Common Stock"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

placement agency agreement financial

"entered into a placement agency agreement (the “Placement Agency Agreement”)"

reasonable best efforts financial

"issue and sell, in a “reasonable best efforts” public offering"

non-accountable expense allowance financial

"a 1% non-accountable expense allowance"

registration statement on Form S-1 regulatory

"offered and sold pursuant to a registration statement on Form S-1"

A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.

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Understanding 8-K Material Events →

Available on EDGAR 08/07/2026 - 05:00 PM Accepted by SEC EDGAR 08/07/2026 - 05:00 PM

FAQ

What did iSpecimen (ISPC) announce in its August 2026 financing?

iSpecimen completed a public offering raising approximately $5,000,000 through the sale of 996,231 common shares and pre-funded warrants to purchase up to 2,849,923 shares. The deal was structured as a “reasonable best efforts” offering under an effective Form S-1 registration statement.

How was the iSpecimen (ISPC) offering priced?

The offering was priced at $1.30 per share of common stock and $1.2999 per pre-funded warrant. Each pre-funded warrant carries a $0.0001 per share exercise price, making its total cost effectively equal to the common share price at issuance.

What are the key terms of the pre-funded warrants in the ISPC deal?

Investors received pre-funded warrants to purchase up to 2,849,923 shares of common stock at an exercise price of $0.0001 per share. The pre-funded warrants were sold at $1.2999 each, equal to the public offering price per share minus the nominal exercise price.

How will iSpecimen (ISPC) use the proceeds from the $5 million offering?

iSpecimen plans to use the proceeds to repay outstanding liabilities, pursue potential acquisitions or investments in businesses, products and technologies, and fund marketing and advertising services. Any remaining funds are earmarked for general working capital purposes.

What compensation did E.F. Hutton receive in the iSpecimen (ISPC) offering?

E.F. Hutton & Co., the exclusive placement agent, received a 4.0% cash fee on the aggregate gross proceeds, a 1% non-accountable expense allowance, and reimbursement of certain expenses and legal fees, consistent with customary placement agency compensation structures.

Under which SEC registration did iSpecimen (ISPC) conduct this offering?

The securities were offered pursuant to iSpecimen’s registration statement on Form S-1 (File No. 333-297001). The registration statement was initially filed on June 24, 2026 and was declared effective by the SEC on July 30, 2026 before the offering closed on August 7, 2026.

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): August 5, 2026

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 August 5, 2026, iSpecimen Inc. (the “Company”) entered into a placement agency agreement (the “Placement Agency Agreement”) with E.F. Hutton & Co. (the “Placement Agent”), and a securities purchase agreement (the “Purchase Agreement”) with investors in connection with which the Company agreed to issue and sell, in a “reasonable best efforts” public offering (the “Offering”) (i) 996,231 shares (the “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 2,849,923 shares of Common Stock (the “Pre-Funded Warrants”) for an aggregate purchase price of $5,000,000 (or $5,000,285 assuming the full exercise of the Pre-Funded Warrants), before deducting placement agent fees and other offering expenses. As part of its compensation for acting as Placement Agent for the Offering, the Company paid the Placement Agent a cash fee of 4.0% of the aggregate gross proceeds plus reimbursement of certain expenses and legal fees and a 1% non-accountable expense allowance. The Company intends to use the proceeds of the offering for repayment of outstanding liabilities, potential acquisitions of assets or investments in businesses, products and technologies, and for marketing and advertising services. The remainder of the proceeds will be used for working capital purposes.

The Placement Agency Agreement and the Purchase Agreement each contain customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, the Placement Agent, or the purchasers in the Offering, as the case may be, and other obligations of the parties and termination provisions.

The Offering closed on August 7, 2026. The securities sold in the Offering were offered and sold pursuant to a registration statement on Form S-1 (File No. 333-297001), which was filed with the Securities and Exchange Commission (the “Commission”) on June 24, 2026, and subsequently declared effective by the Commission on July 30, 2026.

The foregoing description of the material terms of the Placement Agency Agreement, the Purchase Agreement and the Pre-Funded Warrant is not complete and is qualified in its entirety by reference to the full text of the form of Placement Agency Agreement, Purchase Agreement and Pre-Funded Warrant, copies of which are filed as Exhibits 4.1, 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

On August 6, 2026, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference. On August 7, 2026, the Company issued a press release announcing the closing of the Offering. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
4.1		Form of Pre-Funded Warrant
10.1		Form of Placement Agency Agreement
10.2		Form of Securities Purchase Agreement
99.1		Press Release dated August 6, 2026, announcing the pricing of the Offering
99.2		Press Release dated August 7, 2026, announcing the closing of the Offering
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: August 7, 2026

iSPECIMEN INC.

By:	/s/ Katharyn Field
	Name:	Katharyn Field
	Title:	Chief Executive Officer

Exhibit 99.1

iSpecimen Inc. Announces Pricing of $5 Million Public Offering of Common Stock and Pre-Funded Warrants

WOBURN, Mass., Aug. 06, 2026 (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 its public offering of approximately $5 million of the Company’s common stock, and/or pre-funded warrants to purchase shares of common stock at a public offering price of $1.30 per share (or $1.2999 per pre-funded warrant, which is equal to the public offering price per share minus the $0.0001 per share exercise price of each pre-funded warrant). The Company intends to use the proceeds of the offering for repayment of outstanding liabilities, potential acquisitions of assets or investments in businesses, products and technologies and for marketing and advertising services. The remainder of proceeds will be used for working capital purposes.

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

The offering is expected to close on August 7, 2026, subject to customary closing conditions. The securities described above are being offered pursuant to the Company’s registration statement on Form S-1 (File No. 333-297001) (the “Registration Statement”), initially filed with the Securities and Exchange Commission (the “SEC”) on June 24, 2026, and subsequently declared effective by the SEC on July 30, 2026. The offering is being made only by means of a prospectus which is a part of the Registration Statement. A preliminary prospectus relating to the offering has been filed with the SEC. A final prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website at https://www.sec.gov/. Copies of the final prospectus relating to this offering, when available, may be obtained from E.F. Hutton & Co., 745 Fifth Avenue, 34th Floor & PH, New York, NY 10151.

This press release shall not constitute an offer to sell or a 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 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.

Forward Looking Statements

This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are characterized by future or conditional verbs such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate,” “continue” or similar words. You should read statements that contain these words carefully because they discuss future expectations and plans, which contain projections of future results of operations or financial condition or state other forward-looking information.

Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to the risk factors contained in the Company’s filings with the U.S. Securities and Exchange Commission, which are available for review at www.sec.gov. Forward-looking statements speak only as of the date they are made. New risks and uncertainties arise over time, and it is not possible for the Company to predict those events or how they may affect the Company. If a change to the events and circumstances reflected in the Company’s forward-looking statements occurs, the Company’s business, financial condition and operating results may vary materially from those expressed in the Company’s forward-looking statements.

Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.

For further information, please contact:

info@ispecimen.com

Exhibit 99.2

iSpecimen Inc. Announces Closing of $5 Million Public Offering of Common Stock and Pre-Funded Warrants

WOBURN, Mass., Aug. 07, 2026 (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 public offering of an aggregate of 996,231 shares of the Company’s common stock and pre-funded warrants to purchase up to an aggregate of 2,849,923 shares of common stock, for an aggregate purchase price of approximately $5.0 million. The Company intends to use the proceeds of the offering for repayment of outstanding liabilities, potential acquisitions of assets or investments in businesses, products and technologies and for marketing and advertising services. The remainder of the proceeds will be used for working capital purposes.

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

The securities described above are being offered pursuant to the Company’s registration statement on Form S-1 (File No. 333-297001) (the “Registration Statement”), initially filed with the Securities and Exchange Commission (the “SEC”) on June 24, 2026, and subsequently declared effective by the SEC on July 30, 2026. The offering is being made only by means of a prospectus which is a part of the Registration Statement. A final prospectus relating to the offering has been filed with the SEC and is available on the SEC’s website at https://www.sec.gov/. Copies of the final prospectus relating to this offering may be obtained from E.F. Hutton & Co., 745 Fifth Avenue, 34th Floor & PH, New York, NY 10151.

About iSpecimen

Cautionary Note Regarding Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements other than statements of historical fact and may be identified by the use of words or expressions such as “may,” “should,” “could,” “would,” “will,” “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “continue,” “seek,” “potential,” “target,” “project,” “forecast,” “outlook,” or similar expressions, or by discussions of strategy, plans, or intentions.

Forward-looking statements in this press release include, but are not limited to, statements regarding the anticipated use of proceeds from the offering.

Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, among others, risks and uncertainties associated with market conditions, the Company’s ability to deploy the proceeds of the offering as anticipated, the Company’s ability to maintain compliance with the continued listing standards of The Nasdaq Capital Market, and the other risks and uncertainties described in the “Risk Factors” sections of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on April 1, 2026, and of the Registration Statement and the final prospectus relating to the offering, as well as in the Company’s other filings with the SEC.

The forward-looking statements in this press release speak only as of the date of this press release. Except as required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances, or otherwise.

For further information, please contact:

info@ispecimen.com

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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