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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):
May 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 1.01 Entry into a Material Definitive
Agreement.
On May 8, 2026, iSpecimen Inc., a Delaware corporation
(Nasdaq: ISPC) (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain
accredited investors (the “Investors”), pursuant to which the Company agreed to issue and sell 488,281 shares of the Company’s
common stock, par value $0.0001 per share (the “Common Stock” or “Shares”), at a purchase price of $5.12 per Share.
In lieu of Shares that would otherwise result in a purchaser’s beneficial ownership exceeding 4.99% of the number of shares of Common
Stock outstanding immediately after giving effect to the issuance of such Shares, certain purchasers may elect to receive pre-funded warrants
(the “Pre-Funded Warrants”) at a purchase price of $5.1199 per Pre-Funded Warrant (equal to the per Share purchase price less
$0.0001). Each Pre-Funded Warrant is exercisable immediately upon issuance for one share of Common Stock at an exercise price of $0.0001
per share and will remain exercisable until exercised in full. The shares of Common Stock issuable upon exercise of the Pre-Funded Warrants
are referred to herein as the “Warrant Shares.”
Pursuant to the Purchase Agreement, on May 11,
2026, the Company issued and sold an aggregate of 85,202 Shares at a purchase price of $5.12 per Share and 403,088 Pre-Funded Warrants
to purchase 403,088 shares of the Company’s common stock at a purchase price of $5.1199 per Pre-Funded Warrant (equal to the per
Share purchase price less $0.0001), in lieu of Shares that would otherwise result in a purchaser’s beneficial ownership exceeding
4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of such Shares, for aggregate
gross proceeds of approximately $2.5 million at the closing (the “Closing”), before deducting fees payable to the placement
agent and other offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering for working capital
purposes, including up to $900,000 in marketing expenses.
Pursuant to the terms of the Purchase Agreement,
the aggregate number of shares of Common Stock issuable to the Investors in the Offering (including upon exercise of the Pre-Funded Warrants
and giving effect to any anti-dilution and price adjustment provisions thereunder) is subject to a cap of 19.99% of the Company’s
outstanding Common Stock immediately prior to the execution of the Purchase Agreement, until such time as the Company obtains the approval
of its stockholders required under applicable Nasdaq Listing Rules.
In connection with the Purchase Agreement, the
Company also entered into a Registration Rights Agreement with the Investors (the “Registration Rights Agreement”), pursuant
to which the Company agreed to provide certain registration rights with respect to the resale of the Shares and the Warrant Shares, and
agreed to file an initial registration statement within 30 days following the Closing to register the resale of such securities. In addition,
in connection with the Offering, the Company entered into a Placement Agent Agreement, dated May 8, 2026 (the “Placement Agent Agreement”),
with E.F. Hutton & Co. (the “Placement Agent”), pursuant to which the Placement Agent agreed to act as the Company’s
exclusive placement agent in connection with the Offering, subject to the terms and conditions set forth therein.
The foregoing descriptions of the Purchase Agreement,
the Registration Rights Agreement, the Placement Agent Agreement and the Pre-Funded Warrants do not purport to be complete and are qualified
in their entirety by reference to the full text of the forms of such agreements, which are filed as Exhibits 10.1, 10.2, 10.3 and 4.1
to this Current Report on Form 8-K and incorporated herein by reference.
Item 3.01 Notice of Delisting or Failure to
Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed on a Current Report on Form 8-K filed with the Securities and Exchange Commission on November 21, 2025, on November
19, 2025, the Company received a written notice from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock
Market LLC (“Nasdaq”) notifying the Company that the closing bid price of the Company’s common stock had been below
the minimum $1.00 per share required for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the “Minimum
Bid Price Requirement”) for the prior 30 consecutive business days.
On May 12, 2026, the Company received a letter from Nasdaq (the “Compliance Letter”) notifying the Company that the Staff
has determined that for the last 10 consecutive business days, from April 28, 2026 to May 11, 2026, the closing bid price of the Company’s
common stock has been at $1.00 per share or greater. Accordingly, the Company has regained compliance with Listing Rule 5550(a)(2), and
the matter is now closed.
Item 3.02 Unregistered Sales of Equity Securities.
The issuance and sale of the Shares and Pre-Funded
Warrants at the Closing were made, and the issuance of the Warrant Shares upon exercise of the Pre-Funded Warrants will be made, in reliance
upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”),
and Rule 506(b) of Regulation D promulgated thereunder, as transactions by an issuer not involving a public offering. The Investors represented
that they are “accredited investors” as defined in Rule 501(a) under the Securities Act.
The information in Item 1.01 is incorporated by
reference herein.
Item 7.01 Regulation FD Disclosure.
On May 8, 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.
The information in this Item 7.01, including Exhibit
99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 8.01. Other Events.
On December 31, 2025, the Company convened its
2025 Annual Meeting of Stockholders (the “Annual Meeting”). Because a quorum was not present, the Company adjourned the Annual
Meeting to permit additional time for stockholders to vote on the proposals set forth in the Company’s definitive proxy statement
filed with the Securities and Exchange Commission on November 21, 2025 (the “Proxy Statement”).
The Annual Meeting was reconvened on January 23,
2026, February 13, 2026, March 13, 2026, April 10, 2026 and May 8, 2026. At each reconvened meeting, a quorum was not present and the
Annual Meeting was adjourned.
The Company intends to reconvene the Annual Meeting
on May 29, 2026 at 9:00 a.m. Eastern Time. The record date for determination of stockholders entitled to vote at the Annual Meeting remains
November 3, 2025. No changes have been made to the proposals to be voted on at the Annual Meeting, which are described in the Proxy Statement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 4.1 |
|
Form of Pre-Funded Warrant |
| 10.1 |
|
Form of Securities Purchase Agreement, dated May 8, 2026, by and between the Company and the Investors |
| 10.2 |
|
Form of Registration Rights Agreement, dated May 8, 2026, by and between the Company and the Investors |
| 10.3 |
|
Form of Placement Agent Agreement, dated May 8, 2026, by and between the Company and E.F. Hutton & Co. |
| 99.1 |
|
Press Release dated May 8, 2026 |
| 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: May 13, 2026
| |
iSPECIMEN INC. |
| |
|
|
| |
By: |
/s/ Katharyn Field |
| |
|
Name: |
Katharyn Field |
| |
|
Title: |
Chief Executive Officer |
Exhibit 99.1
iSpecimen Inc. Announces Pricing of Approximately $2.5 Million Private
Placement
May 8, 2026
WOBURN, Mass., May 08, 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, today announced that it has priced a private placement with accredited
investors for aggregate gross proceeds of approximately $2.5 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 488,281 shares
of common stock (the “Shares”) at a purchase price of $5.12 per Share. In lieu of Shares that would otherwise result in a
purchaser’s beneficial ownership exceeding 4.99% of the outstanding common stock, certain purchasers may elect to receive pre-funded
warrants (the “Pre-Funded Warrants”) at a purchase price of $5.1199 per Pre-Funded Warrant (equal to the per Share purchase
price less $0.0001). Each Pre-Funded Warrant is exercisable immediately upon issuance for one share of common stock at an exercise price
of $0.0001 per share and will remain exercisable until exercised in full.
The Company intends to use the net proceeds from the offering for working
capital purposes, including up to $900,000 in marketing expenses.
The offering is expected to close on or about May 11, 2026, subject
to the satisfaction of customary closing conditions. Pursuant to the terms of the transaction documents, the aggregate number of shares
of common stock issuable to the purchasers in the offering (including upon exercise of the Pre-Funded Warrants and giving effect to any
anti-dilution and price adjustment provisions thereunder) is subject to a cap of 19.99% of the Company's outstanding common stock immediately
prior to the execution of the securities purchase agreement, until such time as the Company obtains the approval of its stockholders required
under applicable Nasdaq Listing Rules. The Company has agreed to file a preliminary proxy statement with the SEC within 30 days following
the closing of the offering and to hold a meeting of stockholders to seek such approval within 90 days following the closing.
E.F. Hutton & Co. is acting as the exclusive placement agent in
connection with the offering.
Sichenzia Ross Ference Carmel LLP is serving as counsel to the Company.
Zarif Law Group P.C. is serving as counsel to E.F. Hutton & Co. 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 and the shares of common stock issuable upon exercise of the Pre-Funded Warrants
issued in the offering.
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.
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, without limitation,
statements regarding: the expected closing of the offering and the satisfaction of the conditions thereto; the anticipated gross and net
proceeds from the offering; the Company’s intended use of proceeds, including for working capital and marketing expenses; the Company’s
ability to obtain the approval of its stockholders required under applicable Nasdaq Listing Rules in connection with the offering and
the related transaction documents, and the timing thereof; the Company’s ability to timely file and have declared effective a registration
statement covering the resale of the shares of common stock issued in the offering and the shares of common stock issuable upon exercise
of the Pre-Funded Warrants; the implementation of any anti-dilution, most-favored-nation, or price adjustment provisions contained in
the transaction documents; the Company’s ability to maintain compliance with the continued listing standards of The Nasdaq Capital
Market; the Company’s ability to continue as a going concern and to access additional capital on acceptable terms, or at all; the
Company’s commercial strategy and operations, including the iSpecimen Marketplace and the Company’s relationships with healthcare
specimen providers and research customers; and any other statements regarding future events, plans, or expectations.
These forward-looking statements are based on management’s current
expectations and assumptions and are subject to risks, uncertainties, and other factors, many of which are beyond the Company’s
control, that could cause actual results to differ materially from those expressed or implied. Such risks and uncertainties include, without
limitation: the risk that the conditions to closing the offering may not be satisfied on the anticipated timeline or at all; the risk
that the Company may fail to obtain the required stockholder approval under applicable Nasdaq Listing Rules within the timeframes contemplated
by the transaction documents, or at all, which would limit the Company’s ability to issue additional shares to investors and could
trigger the termination of certain price-protection and most-favored-nation provisions; the substantial dilution to the Company’s
existing stockholders that may result from the issuance of shares in the offering, the exercise of the Pre-Funded Warrants, and any anti-dilution,
most-favored-nation, or price adjustments under the transaction documents; the Company’s ability to maintain compliance with the
continued listing standards of The Nasdaq Capital Market and the consequences of any failure to do so on the Company’s ability to
raise capital; the substantial doubt regarding the Company’s ability to continue as a going concern and the Company’s need
for additional financing to fund its operations; and the other risks and uncertainties described under the heading “Risk Factors”
in the Company’s filings with the Securities and Exchange Commission, as well as general business, economic, market, and geopolitical
conditions.
Actual results may differ materially from those expressed or implied
by these forward-looking statements. Additional information regarding factors that may cause actual results to differ materially is included
under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed
with the Securities and Exchange Commission on April 1, 2026, and in the Company’s subsequent Quarterly Reports on Form 10-Q and
other filings with the Securities and Exchange Commission, copies of which are available free of charge through the Securities and Exchange
Commission’s website at www.sec.gov. 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.
info@ispecimen.com
