What corporate filings did iSpecimen (ISPC) make related to the reverse splits?

iSpecimen filed a Fifth Amended and Restated Certificate of Incorporation and a Certificate of Validation in Delaware. These documents integrate the prior 1-for-20 reverse stock split and the new 1-for-40 reverse stock split and ratify the earlier split under Section 204 of Delaware law.

iSpecimen (ISPC) trims share count with 1-for-40 reverse split

Q: What reverse stock split did iSpecimen (ISPC) implement in April 2026?

iSpecimen implemented a 1-for-40 reverse stock split of its common stock. Every 40 issued and outstanding shares, including treasury shares, were automatically combined into one share, with fractional shares rounded up to the nearest whole share at the participant level.

Q: How did iSpecimen’s reverse stock split affect ISPC shares outstanding?

The reverse stock split reduced issued and outstanding ISPC shares from 52,639,796 to approximately 1,316,032. This reduction reflects the 1-for-40 combination of common shares, while maintaining the same par value per share of $0.0001 after the corporate action.

Q: Why did iSpecimen (ISPC) carry out the 1-for-40 reverse stock split?

The reverse split was intended to increase ISPC’s per-share trading price . The company aims to better attract certain institutional and other investors and to help maintain compliance with the Nasdaq Capital Market’s minimum bid price requirement for continued listing.

Q: How were iSpecimen’s options, warrants and RSUs affected by the reverse split?

All outstanding stock options, warrants and RSUs tied to common stock were adjusted proportionately. Exercise prices and share quantities under options and warrants, RSU share amounts, and shares reserved under stock incentive plans were reduced to align with the 1-for-40 reverse stock split.

Q: What changes occurred to iSpecimen’s Nasdaq listing details after the split?

ISPC common stock continues trading on the Nasdaq Capital Market under the same symbol, ISPC. After the 1-for-40 reverse stock split, the company’s common stock received a new CUSIP number, 45032V306, while remaining listed on the same exchange.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

iSpecimen Inc. implemented a 1-for-40 reverse stock split of its common stock, effective at 4:30 p.m. Eastern Time on April 27, 2026. The stock began trading on a split-adjusted basis on April 28, 2026, and continues on the Nasdaq Capital Market under the symbol ISPC with a new CUSIP 45032V306.

Every 40 issued and outstanding shares, including treasury shares, were combined into one share, with fractional shares rounded up to the nearest whole share. Issued and outstanding common shares were reduced from 52,639,796 to approximately 1,316,032. Option, warrant, RSU, and plan reserve amounts were adjusted proportionately without changing par value.

The reverse split was intended to increase the per-share trading price, attract certain institutional and other investors, and help maintain compliance with Nasdaq’s minimum bid price requirement. The company also filed a Fifth Amended and Restated Certificate of Incorporation and a Certificate of Validation to ratify a prior 1-for-20 reverse stock split under Delaware law.

8-K Event Classification

3 items: 5.03, 8.01, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Reverse split ratio: 1-for-40 Shares outstanding before split: 52,639,796 shares Shares outstanding after split: Approximately 1,316,032 shares +3 more

6 metrics

Reverse split ratio 1-for-40 Reverse stock split of common stock

Shares outstanding before split 52,639,796 shares Immediately prior to effectiveness of reverse split

Shares outstanding after split Approximately 1,316,032 shares Following 1-for-40 reverse stock split

Prior reverse split ratio 1-for-20 Reverse stock split effected September 13, 2024

Effective time of new split 4:30 p.m. Eastern Time Effective April 27, 2026

New CUSIP 45032V306 CUSIP for common stock after 1-for-40 reverse split

Key Terms

reverse stock split, Fifth Amended and Restated Certificate of Incorporation, Certificate of Validation, Section 204 of the General Corporation Law of the State of Delaware, +1 more

5 terms

reverse stock split financial

"effectuated a reverse stock split of the Company’s issued and outstanding shares"

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

Fifth Amended and Restated Certificate of Incorporation regulatory

"filed a Fifth Amended and Restated Certificate of Incorporation"

Certificate of Validation regulatory

"submitted a Certificate of Validation with the Secretary of State"

Section 204 of the General Corporation Law of the State of Delaware regulatory

"ratified, pursuant to Section 204 of the General Corporation Law"

minimum bid price requirement financial

"regain compliance with the minimum bid price requirement for continued listing"

A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.

Understanding 8-K Material Events →

05/01/2026 - 05:00 PM

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): April 29, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 29, 2026, iSpecimen Inc. (the “Company”) filed a Fifth Amended and Restated Certificate of Incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware, which, among other things, effectuated a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share, at a ratio of 1-for-40 (the “Reverse Stock Split”). The Reverse Stock Split became effective at 4:30 p.m. Eastern Time on April 27, 2026, and the Company’s common stock began trading on a split-adjusted basis on the Nasdaq Capital Market (“Nasdaq”) when the market opened on April 28, 2026. The Company’s common stock continues to trade on Nasdaq under the symbol “ISPC.” The new CUSIP number for the Company’s common stock following the Reverse Stock Split is 45032V306.

At the Company’s special meeting of stockholders held on October 30, 2025 (the “Special Meeting”), the Company’s stockholders approved a proposal to amend the Company’s Fourth Amended and Restated Certificate of Incorporation (the “Prior Certificate”) to effect a reverse stock split at a ratio in the range of 1-for-10 to 1-for-100, with the final ratio to be determined by the Company’s Board of Directors (the “Board”), at any time prior to the one-year anniversary of stockholder approval. On April 9, 2026, the Board approved the Reverse Stock Split at a ratio of 1-for-40.

As a result of the Reverse Stock Split, every 40 shares of the Company’s issued and outstanding common stock, as well as all shares of common stock held by the Company in treasury, were automatically combined into one share of common stock, without any change in the par value per share. No fractional shares were issued in connection with the Reverse Stock Split. Any fractional share of common stock that would otherwise have resulted from the Reverse Stock Split was rounded up to the nearest whole share. Immediately prior to the effectiveness of the Reverse Stock Split, the Company had 52,639,796 shares of common stock issued and outstanding. Following the Reverse Stock Split, the Company has approximately 1,316,032 shares of common stock issued and outstanding.

In addition, proportionate adjustments were made to (i) the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options and warrants to purchase shares of common stock, (ii) the number of shares of common stock issuable upon the vesting of outstanding restricted stock units, and (iii) the number of shares reserved for issuance pursuant to the Company’s equity incentive plans.

The Reverse Stock Split was intended to increase the per share trading price of the Company’s common stock to better position the Company to attract certain institutional and other investors and to regain compliance with the minimum bid price requirement for continued listing of the Company’s common stock on Nasdaq.

In connection with the adoption of the Restated Certificate, the Board also ratified, pursuant to Section 204 of the General Corporation Law of the State of Delaware, as a defective corporate act, the Company’s prior one-for-twenty (1:20) reverse stock split effected on September 13, 2024, for which a certificate of amendment to the Prior Certificate was not filed with the Secretary of State of the State of Delaware at the time of effectiveness. On April 29, 2026, the Company submitted a Certificate of Validation (the “Certificate of Validation”) with the Secretary of State of the State of Delaware to validate such prior reverse stock split in accordance with Section 204 of the General Corporation Law of the State of Delaware. The Restated Certificate restates and integrates in their entirety the provisions of the Prior Certificate, as amended, including the effects of both the prior 1:20 reverse stock split and the current 1:40 Reverse Stock Split.

Broadridge Corporate Issuer Solutions, LLC, the Company’s transfer agent, is acting as the exchange agent for the Reverse Stock Split. Registered stockholders holding pre-split shares of common stock electronically in book-entry form are not required to take any action to receive post-split shares.

The foregoing descriptions of the Restated Certificate and the Certificate of Validation are qualified in their entirety by reference to the full text of the Restated Certificate and the Certificate of Validation, copies of which are filed as Exhibits 3.1 and 3.2 hereto, respectively, and are incorporated herein by reference.

Item 8.01 Other Events.

On April 24, 2026, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Fifth Amended and Restated Certificate of Incorporation, effective April 29, 2026
3.2		Certificate of Validation, dated April 29, 2026
99.1		Press Release dated April 24, 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 1, 2026

iSPECIMEN INC.

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

Exhibit 99.1

iSpecimen Announces 1-for-40 Reverse Stock Split

WOBURN, Mass., April 24, 2026 – 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 that it will effect a reverse stock split of its issued and outstanding shares of common stock, par value $0.0001 per share, as well as any shares of common stock held by the Company in treasury, at a ratio of 1-for-40. The reverse stock split will become effective at 4:30 p.m. Eastern Time on April 27, 2026, and the Company’s common stock will begin trading on a split-adjusted basis when the market opens on April 28, 2026. The Company’s common stock will continue to trade on the Nasdaq Capital Market (“Nasdaq”) under the symbol “ISPC.” The new CUSIP number for the Company’s common stock following the reverse stock split will be 45032V306. Immediately prior to the effectiveness of the reverse stock split, the Company had 52,639,796 shares of common stock issued and outstanding, which will be reduced to 1,316,032 shares following the reverse stock split.

At the Company’s special meeting of stockholders held on October 30, 2025, the stockholders approved a proposal to amend the Company’s Fourth Amended and Restated Certificate of Incorporation to effect a reverse stock split in the range of 1-for-10 to 1-for-100, with the final ratio to be determined by the Board of Directors (the “Board”). On April 9, 2026, the Board approved a 1-for-40 reverse stock split.

When the reverse stock split becomes effective, every 40 shares of the Company’s issued and outstanding common stock, as well as all shares held by the Company in treasury, will automatically be combined into one share of common stock, without any change in the par value per share. In addition, (i) a proportionate adjustment will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options and warrants to purchase shares of common stock, (ii) a proportionate adjustment will also be made in the number of shares of common stock issuable upon the vesting of restricted stock units, and (iii) the number of shares reserved for issuance pursuant to the Company’s stock incentive plans will also be reduced proportionately. Any fraction of a share of common stock that would be created as a result of the reverse stock split will be rounded up to the nearest whole share at the participant level.

The reverse stock split is intended to increase the per share trading price of the Company’s common stock to better attract certain institutional and other investors and comply with the minimum bid price requirement for maintaining the listing of the Company’s common stock on the Nasdaq Capital Market.

Broadridge Corporate Issuer Solutions, LLC (“Broadridge”), the Company’s transfer agent, will act as the exchange agent for the reverse stock split. Registered stockholders holding pre-split shares of the common stock electronically in book-entry form are not required to take any action to receive post-split shares. Stockholders of record will be receiving information from Broadridge about the process for exchanging their pre-split shares for post-split shares.

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:

Media Contact

info@ispecimen.com

Source: View Original Filing on SEC EDGAR

FAQ

What reverse stock split did iSpecimen (ISPC) implement in April 2026?

iSpecimen implemented a 1-for-40 reverse stock split of its common stock. Every 40 issued and outstanding shares, including treasury shares, were automatically combined into one share, with fractional shares rounded up to the nearest whole share at the participant level.

How did iSpecimen’s reverse stock split affect ISPC shares outstanding?

The reverse stock split reduced issued and outstanding ISPC shares from 52,639,796 to approximately 1,316,032. This reduction reflects the 1-for-40 combination of common shares, while maintaining the same par value per share of $0.0001 after the corporate action.

Why did iSpecimen (ISPC) carry out the 1-for-40 reverse stock split?

The reverse split was intended to increase ISPC’s per-share trading price. The company aims to better attract certain institutional and other investors and to help maintain compliance with the Nasdaq Capital Market’s minimum bid price requirement for continued listing.

How were iSpecimen’s options, warrants and RSUs affected by the reverse split?

All outstanding stock options, warrants and RSUs tied to common stock were adjusted proportionately. Exercise prices and share quantities under options and warrants, RSU share amounts, and shares reserved under stock incentive plans were reduced to align with the 1-for-40 reverse stock split.

What changes occurred to iSpecimen’s Nasdaq listing details after the split?

ISPC common stock continues trading on the Nasdaq Capital Market under the same symbol, ISPC. After the 1-for-40 reverse stock split, the company’s common stock received a new CUSIP number, 45032V306, while remaining listed on the same exchange.

Filing Exhibits & Attachments

6 documents

Press Releases

EX-99.1 PRESS RELEASE DATED APRIL 24, 2026 10.4 KB