STOCK TITAN

iSpecimen gets Nasdaq compliance extension

(Moderate)
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

iSpecimen Inc. (ISPC) received notice on September 8, 2026 that Nasdaq has granted an extension to regain compliance with Nasdaq Listing Rule 5550(b), which requires either $2,500,000 in stockholders’ equity, $35,000,000 in market value of listed securities, or $500,000 in net income from continuing operations. iSpecimen’s plan includes a private placement that closed on May 11, 2026 with approximately $2.5 million in gross proceeds and a planned best-efforts public offering of approximately $5 million in gross proceeds, along with projections indicating stockholders’ equity of about $5.1 million through June 30, 2027. Based on these submissions, Nasdaq extended the company’s deadline to evidence compliance to November 25, 2026, after which failure to demonstrate compliance in required public reports, including the report for the year ended December 31, 2026, could result in delisting, though the current deficiency notice has no immediate effect on trading.

Positive

  • None.

Negative

  • iSpecimen faces a risk of Nasdaq delisting if it cannot demonstrate compliance with the $2.5 million stockholders’ equity requirement by November 25, 2026 and in its Form 10-K for the year ended December 31, 2026.

Filing Explained

iSpecimen has more time—not confirmed compliance—to address the equity listing deficiency: by November 25, 2026 it must either report a completed qualifying transaction or submit a recent balance sheet with pro forma adjustments; failure to evidence compliance in its 2026 annual report may lead to delisting.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.
Minimum stockholders’ equity requirement $2,500,000 Threshold under Nasdaq Listing Rule 5550(b) for continued listing
Alternative market value of listed securities threshold $35,000,000 Alternative criterion under Nasdaq Listing Rule 5550(b)
Alternative net income requirement $500,000 Net income from continuing operations alternative under Nasdaq Listing Rule 5550(b)
Private placement gross proceeds $2,500,000 Approximate gross proceeds from private placement closed on May 11, 2026
Planned public offering size $5,000,000 Approximate gross proceeds targeted in planned best-efforts public offering
Projected stockholders’ equity $5,100,000 Projected stockholders’ equity through June 30, 2027 in company’s submission
Nasdaq compliance extension deadline November 25, 2026 Date by which iSpecimen must evidence compliance with Listing Rule 5550(b)
Nasdaq Listing Rule 5550(b) regulatory
"granted an extension of time to regain compliance with Nasdaq Listing Rule 5550(b)"
A Nasdaq listing rule that requires companies on the Nasdaq Capital Market to keep their share price at or above a minimum level (commonly $1.00 per share) to avoid delisting. It matters to investors because dropping below that threshold can start a formal review that may remove a stock from the exchange, which can reduce trading liquidity, make shares harder to sell, and hurt a company’s ability to raise capital — similar to a store losing its grade and being forced to close or move to a less prominent location.
stockholders’ equity financial
"The Rule requires listed companies to maintain a minimum of $2,500,000 in stockholders’ equity"
Stockholders’ equity is the portion of a company’s value that belongs to its owners after subtracting what the company owes from what it owns — like the equity in a house after paying the mortgage. For investors it shows the company’s net worth and can indicate financial strength, a cushion against losses, and the amount potentially available to support dividends or reinvestment; tracking changes helps assess whether the business is building or eroding owner value.
market value of listed securities financial
"or alternatively $35,000,000 in market value of listed securities"
Market value of listed securities is the market value of the shares a company has listed on an exchange, calculated as the closing bid price multiplied by the number of listed shares. Exchanges use it as a continued-listing standard, so a company that stays under the required minimum receives a deficiency notice and is given a set period to recover before facing delisting.
best-efforts public offering financial
"and a planned best-efforts public offering of approximately $5 million in gross proceeds"
A best-efforts public offering is when an investment bank or broker agrees to act as a salesperson for a company’s new stock or bond sale but does not promise to buy any unsold shares. Think of it like a consignment sale: the seller provides the goods and the agent tries to find buyers, and the final amount raised depends on demand. For investors this signals that market interest and pricing are uncertain and the company may raise less capital than planned.
pro forma adjustments financial
"a balance sheet no older than 60 days with pro forma adjustments for any significant transaction"
forward-looking statements regulatory
"contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act"
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.

FAQ

Why did iSpecimen Inc. (ISPC) receive a Nasdaq deficiency notice?

iSpecimen received notice for not meeting Nasdaq Listing Rule 5550(b), which requires at least $2,500,000 in stockholders’ equity, or $35,000,000 in market value of listed securities, or $500,000 in net income from continuing operations.

What extension did Nasdaq grant to iSpecimen Inc. (ISPC)?

Nasdaq granted iSpecimen an extension until November 25, 2026 to evidence compliance with Listing Rule 5550(b), based on its submitted plans and projections to restore stockholders’ equity above the required threshold.

How does iSpecimen Inc. (ISPC) plan to regain Nasdaq compliance?

The plan includes a private placement that closed on May 11, 2026 generating approximately $2.5 million in gross proceeds, a planned best-efforts public offering of about $5 million, and projections of $5.1 million in stockholders’ equity through June 30, 2027.

What happens if iSpecimen Inc. (ISPC) cannot show compliance by the deadlines?

If iSpecimen does not evidence compliance by November 25, 2026 and in its periodic report for the year ended December 31, 2026, Nasdaq staff may move to delist the company’s securities, though iSpecimen could appeal to a Hearings Panel.

Does the Nasdaq deficiency letter immediately affect ISPC stock trading?

No. The company states that the Deficiency Letter has no immediate effect on the listing or trading of its common stock on the Nasdaq Capital Market while it works within the extension period to regain compliance.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
false 0001558569 0001558569 2026-09-08 2026-09-08 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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): September 8, 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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On September 8, 2026, iSpecimen Inc. (the “Company”) received a letter dated September 8, 2026 (the “Deficiency Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it had been granted an extension of time to regain compliance with Nasdaq Listing Rule 5550(b) (the “Rule”).

 

On May 29, 2026, Nasdaq first notified the Company that it did not comply with the Rule. The Rule requires listed companies to maintain a minimum of $2,500,000 in stockholders’ equity, or alternatively $35,000,000 in market value of listed securities, or $500,000 in net income from continuing operations.

 

The Company submitted compliance plans to Nasdaq on July 13, August 6, and September 4, 2026 (collectively, the “Submission”), detailing definitive steps to regain compliance with the minimum stockholders’ equity requirement. Those steps include a private placement offering that closed on May 11, 2026, generating gross proceeds of approximately $2.5 million, and a planned best-efforts public offering of approximately $5 million in gross proceeds. The Company also provided financial projections demonstrating stockholders’ equity of approximately $5.1 million through June 30, 2027.

 

Based on the Submission, Nasdaq granted the Company an extension until November 25, 2026 to evidence compliance with the Rule. On or before that date, the Company must choose one of two alternatives and furnish to the SEC and Nasdaq a publicly available report (e.g., a Form 8-K). Under the first alternative, the report must disclose the Deficiency Letter and the specific deficiencies cited; describe the completed transaction or event that enabled the Company to satisfy the stockholders’ equity requirement for continued listing; include an affirmative statement that, as of the date of the report, the Company believes it has regained compliance with the stockholders’ equity requirement based on the specified transaction or event; and state that Nasdaq will continue to monitor the Company’s ongoing compliance and that, if the Company’s next periodic report does not evidence compliance, the Company may be subject to delisting.

 

Under the second alternative, the report must include the first two disclosures described above, a balance sheet no older than 60 days with pro forma adjustments for any significant transaction or event occurring on or before the report date that evidences compliance with the stockholders’ equity requirement, and a disclosure that, as of the report date, the Company believes it satisfies the stockholders’ equity requirement. Under either alternative, the report must state that Nasdaq will continue to monitor the Company’s ongoing compliance and that the Company may be subject to delisting if its next periodic report does not evidence compliance.

 

The Company intends to regain compliance with the Rule within the extension period and is evaluating available alternatives to satisfy the requirements. There can be no assurance that the Company will be able to regain compliance or maintain compliance. Regardless of which alternative the Company chooses, if the Company fails to evidence compliance upon filing its periodic report for the year ended December 31, 2026 with the SEC and Nasdaq, it may be subject to delisting. If the Company does not satisfy the terms of the extension, Nasdaq Staff will provide written notification that the Company’s securities will be delisted, at which time the Company may appeal Staff’s determination to a Hearings Panel. The Deficiency Letter has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Capital Market.

 

Forward-Looking Statements

 

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s plans and ability to regain compliance with Nasdaq Listing Rule 5550(b), the Company’s evaluation of alternatives to satisfy the terms of the extension, the expected timing, terms and proceeds of the Company’s planned best-efforts public offering, and other statements that are not historical facts. These statements are based on the Company’s current expectations, estimates and projections and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied, including the risk that the Company may not regain compliance within the extension period; the risk that the planned public offering may not be completed on the expected terms or timeline, or at all; the risk that any transaction or event may not be sufficient to enable the Company to satisfy the stockholders’ equity requirement; the risk that, even if the Company regains compliance, it may not maintain compliance; the risk of delisting if the Company fails to evidence compliance; and other risks and uncertainties described in the Company’s filings with the SEC, including its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

 

1

 

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: September 10, 2026

 

  iSPECIMEN INC.
     
  By: /s/ Shahin Behroyan
    Name:  Shahin Behroyan
    Title: Chief Executive Officer

 

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