8-K
iSpecimen Inc. (ISPC)
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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):April 29, 2026
iSpecimen Inc.
(Exact name of registrant as specified in itscharter)
| Delaware | 001-40501 | 27-0480143 |
|---|---|---|
| (State or other jurisdictionof Incorporation) | (Commission File Number) | (IRS EmployerIdentification No.) |
8 Cabot Road, Suite 1800
Woburn, MA 01801
(Address of principal executive offices, includingzip code)
Registrant’s telephone number, including
area code: (781) 301-6700
Not Applicable
(Former name or former address, if changed sincelast 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 Incorporationor 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) |
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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 |
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Exhibit 3.1
FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
iSPECIMEN INC.
April 29, 2026
iSpecimen Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:
1. The name of the Corporation is “iSpecimen Inc.” The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on July 2, 2009 (the “Original Certificate”).
2. This Fifth Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate”), which both restates and amends the provisions of the Fourth Amended and Restated Certificate of Incorporation filed on June 17, 2021, effective June 21, 2021 (the “Prior Certificate”), was duly adopted in accordance with Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware, as amended from time to time (the “DGCL”).
Prior to the effectiveness of this Amended and Restated Certificate, the Corporation’s Board of Directors (the “Board”) ratified, pursuant to Section 204 of the DGCL, as a defective corporate act, a one-for-twenty (1:20) reverse stock split of the Corporation’s Common Stock that was approved by the stockholders at the annual meeting of stockholders held on July 19, 2024 and by the Board on August 19, 2024, but 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 the intended effectiveness of such reverse stock split on September 13, 2024. A Certificate of Validation with respect to such defective corporate act has been filed with the Secretary of State of the State of Delaware concurrently herewith in accordance with Section 204 of the DGCL.
4. This Amended and Restated Certificate shall become effective at 4:30 p.m. Eastern Time on April 29, 2026.
5. Upon the effectiveness of this Amended and Restated Certificate (the “Split Effective Time”), each forty (40) shares of Common Stock, par value $0.0001 per share, issued and outstanding immediately prior to the Split Effective Time shall be automatically reclassified and combined into one (1) share of Common Stock, without any change in the par value per share. No fractional shares shall be issued in connection with such reclassification. In lieu thereof, each holder of Common Stock who would otherwise be entitled to a fraction of a share of Common Stock as a result of such reclassification shall receive one whole share of Common Stock. No stockholders shall receive cash in lieu of fractional shares.
6. The text of the Prior Certificate is hereby restated and amended in its entirety to read as follows:
ARTICLE I
NAME OF THE CORPORATION
The name of the corporation is iSpecimen Inc. (the “Corporation”).
ARTICLE II
REGISTERED AGENT
The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, DE 19801. The name of the registered agent of the Corporation at such address is The Corporation Trust Company.
ARTICLE III
BUSINESS PURPOSE
The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).
ARTICLE IV
CAPITAL STOCK
Section 4.01 Authorized Classes of Stock. The total number of shares of stock of all classes of capital stock that the Corporation is authorized to issue is 250,000,000 shares, of which:
(a) 200,000,000 shares shall be shares of common stock having a par value of $0.0001 per share (“Common Stock”); and
(b) 50,000,000 shares shall be shares of preferred stock having a par value of $0.0001 per share (“Preferred Stock”).
Section 4.02 Common Stock. Except as otherwise required by law, as provided in this Certificate of Incorporation, and as otherwise provided in the resolution or resolutions, if any, adopted by the board of directors of the Corporation (the “Board of Directors”) with respect to any series of the Preferred Stock, the rights, preferences, and privileges of the Common Stock shall be as follows:
(a) Voting Rights. Each holder of Common Stock shall be entitled to one (1) vote for each share of Common Stock held of record by such holder. The holders of shares of Common Stock shall not have cumulative voting rights.
(b) Dividends. Subject to any other provisions of this Certificate of Incorporation, as it may be amended from time to time, and the rights of holders of any series of outstanding Preferred Stock, holders of Common Stock shall be entitled to receive ratably, in proportion to the number of shares held by them, such dividends and other distributions in cash, stock, or property of the Corporation when, as, and if declared thereon by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefor.
(c) Liquidation; Dissolution. In the event of any liquidation, dissolution, or winding up (either voluntary or involuntary) of the Corporation, after payments to creditors of the Corporation that may at the time be outstanding and subject to the rights of holders of any series of outstanding Preferred Stock, the holders of shares of Common Stock shall be entitled to receive all remaining assets and funds of the Corporation available for distribution, ratably in proportion to the number of shares held by them.
(d) No Preemptive or Subscription Rights. No holders of shares of Common Stock shall be entitled to preemptive or subscription rights.
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Section 4.03 Preferred Stock. The Board of Directors is hereby authorized to provide, out of the unissued shares of Preferred Stock, for one or more series of Preferred Stock and, with respect to each such series, to fix the number of shares constituting such series and the designation of such series, the voting powers, if any, of the shares of such series, and the preferences and relative, participating, optional, or other special rights, if any, and any qualifications, limitations, or restrictions thereof, of the shares of such series, as shall be stated in the resolution or resolutions providing for the issuance of such series adopted by the Board of Directors. The authority of the Board with respect to each series of Preferred Stock shall include, but not be limited to, determination of the following:
(a) the designation of the series;
(b) the number of shares of the series;
(c) the dividend rate or rates on the shares of that series, whether dividends will be cumulative, and if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series;
(d) whether the series will have voting rights in addition to the voting rights provided by law, and, if so, the terms of such voting rights;
(e) whether the series will have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors shall determine;
(f) whether or not the shares of that series shall be redeemable, in whole or in part, at the option of the Corporation or the holder thereof, and if made subject to such redemption, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemptions, which amount may vary under different conditions and at different redemption rates;
(g) the terms and amount of any sinking fund provided for the purchase or redemption of the shares of such series;
(h) the rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution, or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of that series;
(i) the restrictions, if any, on the issue or reissue of any additional Preferred Stock; and
(j) any other relative rights, preferences, and limitations of that series.
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Section 4.04 Options, Warrants & Rights.
(a) The Corporation may issue options, warrants and rights for the purchase of shares of any class or series of the Corporation. The Board of Directors, in its sole discretion, shall determine the terms and conditions on which the options, warrants or rights are issued, their form and content and the consideration for which, and terms and conditions upon which, such securities or any underlying class or series of shares of the Corporation are to be issued.
(b) The terms and conditions of rights or options to purchase shares of any class or series of the Corporation may include, without limitation, restrictions or conditions that preclude or limit the exercise, transfer, receipt or holding of such rights or options by any person or persons, including any person or persons owning (beneficially or of record) or offering to acquire a specified number or percentage of the outstanding shares of any class or series, or any transferee or transferees of any such person or persons, or that invalidate or void such rights or options held by any such person or persons or any such transferee or transferees.
ARTICLE V
BOARD OF DIRECTORS
Section 5.01 General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.
Section 5.02 Number. Subject to any rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, the number of directors of the Corporation which shall constitute the entire Board of Directors shall be as fixed from time to time in accordance with the by-laws of the Corporation (the “By-Laws”).
Section 5.03 Newly Created Directorships andVacancies. Except as otherwise required by law and subject to any rights of the holders of any series of Preferred Stock to elect directors under specified circumstances, any newly created directorships resulting from an increase in the authorized number of directors and any vacancies occurring in the Board of Directors, shall be filled solely by the affirmative votes of a majority of the remaining members of the Board of Directors, although less than a quorum, or by a sole remaining director. A director so elected shall be elected to hold office until the earlier of the expiration of the term of office of the director whom he or she has replaced, a successor is duly elected and qualified, or the earlier of such director's death, resignation, or removal.
Section 5.04 Written Ballot. Unless and except to the extent that the By-Laws shall so require, the election of directors of the Corporation need not be by written ballot.
ARTICLE VI
LIMITATION OF LIABILITY; INDEMNIFICATION
Section 6.01 Limitation of Liability. To the fullest extent permitted by the DGCL as it presently exists or may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or to its stockholders for monetary damages for any breach of fiduciary duty as a director. No amendment to, modification of, or repeal of this Section 6.01 shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.
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Section 6.02 Indemnification. The Corporation shall indemnify to the fullest extent permitted by law as it presently exists or may hereafter be amended any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative, or investigative, by reason of the fact that such person, or such persons testator or intestate, is or was a director or officer of the Corporation or any predecessor of the Corporation, or serves or served at any other enterprise as a director or officer at the request of the Corporation or any predecessor to the Corporation. Any amendment, repeal, or modification of this Section 6.02 shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.
ARTICLE VII
STOCKHOLDER ACTION BY WRITTEN CONSENT
Subject to the rights of the holders of any series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation at a duly called annual or special meeting of the stockholders of the Corporation, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.
ARTICLE VIII
BY-LAWS
Section 8.01 Board of Directors. In furtherance and not in limitation of the powers conferred by law, the Board of Directors is expressly authorized and empowered to adopt, amend, alter, or repeal the By-Laws without any action on the part of the stockholders.
Section 8.02 Stockholders. The stockholders shall also have the power to adopt, amend, alter, or repeal the By-Laws.
ARTICLE IX
CERTAIN GOVERNANCE MATTERS
Section 9.01 The following provisions are inserted for the management of the business and for the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:
(a) The Corporation expressly elects not to be governed by Section 203 of the DGCL.
(b) No contract or other transaction between the Corporation and one or more of its directors, or between the Corporation and any other corporation, firm, association or other entity in which one or more of the directors are directors or officers, or are financially interested, shall be either void or voidable because of such relationship or interest or because such director or directors are present at the meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction or because his or her votes are counted for such purpose, if:
(i) The fact of such relationship or interest is disclosed or known to the Board of Directors, or a duly empowered committee thereof, which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for such purpose without counting the vote or votes of such interested director or directors; or
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(ii) The fact of such relationship or interest is disclosed or known to the stockholders entitled to vote and they authorize, approve or ratify such contract or transaction by vote or written consent; or
(iii) The contract or transaction is fair and reasonable as to the Corporation at the time it is authorized by the Board of Directors, committee or the stockholders.
(c) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies a contract or transaction described in paragraph (d) of this Article IX.
(d) A director of the Corporation may transact business, borrow, lend, or otherwise deal or contract with the Corporation to the fullest extent and subject only to the limitations and provisions of the laws of the State of Delaware and the laws of the United States.
(e) The Board of Directors in its sole discretion may (but shall not be required to) submit any contract or act for approval or ratification at any annual meeting of the stockholders or at any meeting of the stockholders called for the purpose of considering any such act or contract, and any contract or act that shall be approved or be ratified by the vote of the holders of a majority of the stock of the Corporation which is represented in person or by proxy at such meeting and entitled to vote thereat (provided that a lawful quorum of stockholders be there represented in person or by proxy) shall be as valid and binding upon the Corporation and upon all the stockholders as though it had been approved or ratified by every stockholder of the Corporation, whether or not the contract or act would otherwise be open to legal attack because of directors' interests, or for any other reason.
(f) In addition to the powers and authorities hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation; subject, nevertheless, to the provisions of the statutes of Delaware, of this Certificate of Incorporation, and to any by-laws from time to time made by the stockholders; provided, however, that no by-law so made shall invalidate any prior act of the directors which would have been valid if such by-law had not been made.
(g) Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them and/or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for the Corporation under Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for the Corporation under Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of the Corporation, as the case may be, and also on the Corporation.
ARTICLE X
AMENDMENTS
The Corporation reserves the right to amend, alter, or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by the laws of the State of Delaware, and all rights conferred herein are granted subject to this reservation.
* * *
[Signature Page Follows]
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IN WITNESS WHEREOF, iSpecimen Inc. has caused this Fifth Amended and Restated Certificate of Incorporation to be duly executed and acknowledged in its name and on its behalf by its duly authorized officer as of the 29th day of April, 2026.
| iSPECIMEN INC. | ||
|---|---|---|
| By: | /s/ Katharyn Field | |
| Name: | Katharyn Field | |
| Title: | Chief Executive Officer |
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Exhibit 3.2
CERTIFICATE OF VALIDATION
OF
iSPECIMEN INC.
Pursuant to Section 204 of the
General Corporation Law of the State of Delaware
iSpecimen Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows:
1. The name of the Corporation is iSpecimen Inc. The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on July 2, 2009.
2. The defective corporate act being validated by this Certificate of Validation is the 1-for-20 reverse stock split of the Corporation’s issued and outstanding shares of Common Stock, par value $0.0001 per share (the “1:20 Reverse Stock Split”). Stockholder approval for a reverse stock split at a ratio in the range of 1-for-10 to 1-for-20 was duly obtained at the annual meeting of stockholders held on July 19, 2024. The Board of Directors of the Corporation (the “Board”) subsequently approved the 1-for-20 ratio on August 19, 2024, and the 1:20 Reverse Stock Split was intended to become effective at 4:30 p.m. Eastern Time on September 13, 2024, with trading on a split-adjusted basis commencing on September 16, 2024.
3. The date of the defective corporate act was September 13, 2024.
4. The nature of the failure of authorization in respect of the defective corporate act was the failure of the Corporation to file a Certificate of Amendment to its Fourth Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware as required to effectuate the 1:20 Reverse Stock Split.
5. The defective corporate act was ratified by the Board of Directors of the Corporation in accordance with Section 204 of the General Corporation Law of the State of Delaware (the “DGCL”), by unanimous written consent of the Board dated April 29, 2026.
6. The 1:20 Reverse Stock Split did not require stockholder approval for the purposes of ratification under Section 204 of the DGCL beyond the stockholder approval previously obtained, which approval was duly obtained at the annual meeting of stockholders held on July 19, 2024, at which stockholders approved a reverse stock split at a ratio in the range of 1-for-10 to 1-for-20.
7. This Certificate of Validation shall be effective upon filing with the Secretary of State of the State of Delaware.
[Signature Page Follows]
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Validation to be executed by its duly authorized officer on this 29th day of April, 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