iSpecimen Inc S-1, filed Oct 18, 2024

iSpecimen Inc. (ISPC)

S-1 2024-10-18

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	Delaware			8731			27-0480143
	(State or other jurisdiction of incorporation or organization)			(Primary Standard Industrial Classification Code Number)			(I.R.S. Employer Identification Number)

	Large accelerated filer ☐			Accelerated filer ☐
	Non-accelerated filer ☒			Smaller reporting company ☒
				Emerging growth company ☒

	Page
ABOUT THIS PROSPECTUS		ii
PROSPECTUS SUMMARY		1
THE OFFERING		13
SUMMARY FINANCIAL DATA		15
RISK FACTORS		16
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		42
USE OF PROCEEDS		43
CAPITALIZATION		44
MANAGEMENT		46
DESCRIPTION OF OUR SECURITIES		52
PLAN OF DISTRIBUTION		57
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS		60
LEGAL MATTERS		65
EXPERTS		65
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE		65
WHERE YOU CAN FIND MORE INFORMATION		66

	June 30, 2024		December 31, 2023
Americas		70.01%		64.87%
Europe, Middle East and Africa		28.41%		23.08%
Asia Pacific		1.58%		12.05%

	June 30, 2024		December 31, 2023
Americas		85.79%		89.93%
Europe, Middle East and Africa		12.54%		9.10%
Asia Pacific		1.67%		0.97%

	Years Ended December 31,						Six Months Ended June 30,
	2023			2022			2024			2023
							(unaudited)			(unaudited)
Revenue		$	9,928,184		$	10,402,303		$	5,153,672		$	4,575,339
Total operating expenses			21,097,533			20,588,385			10,335,857			10,679,584
Loss from operations			(11,169,349)			(10,186,082)			(5,182,185)			(6,104,245)
Other income (expense), net			69,861			(59,840)			171,044			188,819
Net loss		$	(11,099,488)		$	(10,245,922)		$	(5,011,141)		$	(5,915,426)
Net loss per share – basic and diluted		$	(24.55)		$	(23.17)		$	(9.79)		$	(13.13)
Weighted average shares of common stock outstanding – basic and diluted			452,189			442,235			511,827			450,582

	June 30, 2024
	(unaudited)
Balance Sheet Data:
Cash		$	2,151,243
Working capital(1)			(577,321)
Total assets			11,901,858
Total liabilities			5,812,574
Accumulated deficit			(64,375,953)
Total stockholders’ equity			6,089,284

	100% of Shares Sold			% of Total		50% of Shares Sold			% of Total		25% of Shares Sold			% of Total
Gross Proceeds from Offering		$	5,000,000				$	2,500,000				$	1,250,000
Use of Proceeds
Placement Agent Fees and Expenses		$	315,000		6.3%		$	215,000		8.6%		$	165,000		13.2%
Offering Expenses			200,000		4.0%			200,000		8.0%			200,000		16.0%
Outstanding Debt			1,030,000(1)		20.6%			1,030,000(1)		41.2%			—		—
Potential Acquisitions of Assets or Investments in Businesses			550,000		11.0%			550,000		22.0%			550,000		44.0%
Marketing and Advertising			2,000,000		40.0%			350,000		14.0%			—		—
General Corporate and Working Capital			905,000		18.1%			155,000		6.2%			335,000		26.8%
Total Use of Proceeds		$	5,000,000		100%		$	2,500,000		100%		$	1,250,000		100%

	As of June 30, 2024 (Unaudited)						Pro Forma as Adjusted(1)
	Actual			Pro Forma			Pro Forma as Adjusted(1)
Cash		$	2,151,243		$	3,011,223(2)		$	7,496,223(3)
Accounts receivable		$	892,814		$	993,510		$	993,510
Accrued expense		$	1,319,201		$	1,171,240		$	1,171,240
Debt		$	—		$	859,980		$	859,980
Stockholders’ equity
Common stock, par value $0.0001, 200,000,000 shares authorized; 829,527, 829,527 and 2,046,072 shares outstanding on an actual basis, pro forma basis and on a pro forma, adjusted basis, respectively		$	83		$	83		$	205
Additional paid-in capital		$	70,465,326		$	70,465,326		$	74,950,204
Treasury stock, 1,550 shares, at cost		$	(172)		$	(172)		$	(172)
Accumulated deficit		$	(64,375,953)		$	(64,127,296)		$	(64,127,296)
Total stockholders’ equity		$	6,089,284		$	6,337,941		$	10,822,941
Total capitalization		$	11,901,858		$	12,862,534		$	17,347,534

Name	Age	Position
Tracy Curley	62	Chief Executive Officer, Chief Financial Officer, Treasurer and Director
John L. Brooks III	73	Director
Katharyn (Katie) Field	41	Chairperson and Director
Avtar Dhaliwal	30	Director
Richard J. Paolone	34	Director

Description	Amount to be Paid
Filing Fee – Securities and Exchange Commission		$	765.50
Legal fees and expenses			75,000.00
Filing Fee – FINRA			1,250.00
Accounting fees and expenses			75,000.00
Transfer agent’s and registrar fees and expenses			5,000.00
Printing fees and expenses			12,000.00
Miscellaneous fees and expenses			32,234.50
Total		$	201,250.00

Exhibit No.			Description of Exhibit
1.1*			Form of Placement Agency Agreement between the Company and WestPark Capital, Inc.
3.1			Fourth Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed with the SEC on June 22, 2021).
3.2			Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 of the Company’s Form 8-K filed with the SEC on June 22, 2021).
4.1			Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K filed with the SEC on November 29, 2021).
4.2			Warrant to Purchase Stock — Western Alliance Bank (incorporated by reference as Exhibit 10.2 to the Company’s Form 8-K filed with the SEC on August 16, 2021).
4.3			Description of Securities (incorporated by reference to Exhibit 4.3 of the Company’s Form 10-K filed with the SEC on March 22, 2022).
4.4*			Form of Pre-Funded Warrant for Investors in this Offering.
5.1*			Opinion of Sichenzia Ross Ference Carmel LLP.
10.1			Loan and Security Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the SEC on August 16, 2021).
10.2			Warrant to Purchase Common Stock issued to Western Alliance Bank on August 13, 2021 (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed with the SEC on August 16, 2021).
10.3			Securities Purchase Agreement, dated November 28, 2021, by and between the Company and the purchasers named therein (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the SEC on November 29, 2021).
10.4			Registration Rights Agreement, dated November 28, 2021, by and between the Company and the investors named therein (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed with the SEC on November 29, 2021).
10.5			Placement Agency Agreement, dated November 28, 2021, by and between the Company and ThinkEquity LLC (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K filed with the SEC on November 29, 2021).
10.6			iSpecimen Inc. 2010 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Form S-1/A (File No. 333-250198) with the SEC on December 31, 2020).
10.7			iSpecimen Inc. 2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 of the Company’s Form S-1/A (File No. 333-250198) with the SEC on December 31, 2020).
10.8			Form of Indemnification Agreement, by and between the Company and certain directors and executive officers (incorporated by reference to Exhibit 10.3 of the Company’s Form S-1/A (File No. 333-250198) with the SEC on December 31, 2020).
10.9			Form of Confidentiality, Non-Competition And Assignment Agreement, by and between iSpecimen Inc. and each of its employees (incorporated by reference to Exhibit 10.4 of the Company’s Form S-1/A (File No. 333-250198) with the SEC on December 31, 2020).
10.10			Lease between the Company and Bedford Street LLC (incorporated by reference to Exhibit 10.5 of the Company’s Form S-1/A (File No. 333-250198) with the SEC on December 31, 2020).
10.11			Form of Series A Preferred Stock Subscription Agreement (incorporated by reference to Exhibit 10.6 of the Company’s Form S-1/A (File No. 333-250198) with the SEC on December 31, 2020).
10.12			Capital Commitment Agreement, dated September 1, 2012 (incorporated by reference to Exhibit 10.7 of the Company’s Form S-1/A (File No. 333-250198) with the SEC on December 31, 2020).
10.13			Form of Series B Preferred Stock Purchase Agreement, dated August 22, 2014 (incorporated by reference to Exhibit 10.8 of the Company’s Form S-1/A (File No. 333-250198) with the SEC on December 31, 2020).

Exhibit No.			Description of Exhibit
10.14			Form of Investors’ Rights Agreement for Series A-1 Preferred Stock and Series B Preferred Stock Investors (incorporated by reference to Exhibit 10.9 of the Company’s Form S-1/A (File No. 333-250198) with the SEC on December 31, 2020).
10.15			Form of Convertible Note Subscription Agreement (incorporated by reference to Exhibit 10.10 of the Company’s Form S-1/A (File No. 333-250198) with the SEC on December 31, 2020).
10.16			Form of Unsecured Convertible Promissory Note (incorporated by reference to Exhibit 10.11 of the Company’s Form S-1/A (File No. 333-250198) with the SEC on December 31, 2020).
10.17			Unsecured Convertible Promissory Note, dated December 29, 2017, issued by the Company to Anna-Maria and Stephen Kellen Foundation, Inc. (incorporated by reference to Exhibit 10.12 of the Company’s Form S-1/A (File No. 333-250198) with the SEC on December 31, 2020).
10.18			Omnibus Amendment to Unsecured Convertible Notes and Subscription Agreement, dated August 3, 2018, by and among the Company, Andrew L. Ross, Anna-Maria and Stephen Kellen Foundation, Inc., and OBF Investments, LLC (incorporated by reference to Exhibit 10.13 of the Company’s Form S-1/A (File No. 333-250198) with the SEC on December 31, 2020).
10.19			Second Omnibus Amendment to Unsecured Convertible Notes and Subscription Agreement, dated May 1, 2019, by and among iSpecimen Inc., Andrew L. Ross, Anna-Maria and Stephen Kellen Foundation, Inc., and OBF Investments, LLC (incorporated by reference to Exhibit 10.14 of the Company’s Form S-1/A (File No. 333-250198) with the SEC on December 31, 2020).
10.20			Third Omnibus Amendment to Unsecured Convertible Notes and Subscription Agreement, dated November 15, 2019, by and among iSpecimen Inc., Andrew L. Ross, Anna-Maria and Stephen Kellen Foundation, Inc., and OBF Investments, LLC (incorporated by reference to Exhibit 10.15 of the Company’s Form S-1/A (File No. 333-250198) with the SEC on December 31, 2020).
10.21			Fourth Omnibus Amendment to Unsecured Convertible Notes and Subscription Agreement, dated September 19, 2020, by and among iSpecimen Inc., Andrew L. Ross, Anna-Maria and Stephen Kellen Foundation, Inc., and OBF Investments, LLC (incorporated by reference to Exhibit 10.16 of the Company’s Form S-1/A (File No. 333-250198) with the SEC on December 31, 2020).
10.22			Form of Note Subscription Agreement for Secured Bridge Debt (incorporated by reference to Exhibit 10.17 of the Company’s Form S-1/A (File No. 333-250198) with the SEC on December 31, 2020).
10.23			Form of Secured Promissory Note for Secured Bridge Debt (incorporated by reference to Exhibit 10.18 of the Company’s Form S-1/A (File No. 333-250198) with the SEC on December 31, 2020).
10.24			First Amendment to Note Subscription Agreements and Secured Promissory Notes, dated May 1, 2019, by and among the Company and Note Investors (incorporated by reference to Exhibit 10.19 of the Company’s Form S-1/A (File No. 333-250198) with the SEC on December 31, 2020).
10.25			Second Amendment to Note Subscription Agreements and Secured Promissory Notes, dated November 15, 2019, by and among the Company and Note Investors (incorporated by reference to Exhibit 10.20 of the Company’s Form S-1/A (File No. 333-250198) with the SEC on December 31, 2020).
10.26			Third Amendment to Note Subscription Agreements and Secured Promissory Notes, dated June 15, 2020, by and among the Company and Note Investors (incorporated by reference to Exhibit 10.21 of the Company’s Form S-1/A (File No. 333-250198) with the SEC on December 31, 2020).
10.27			Fourth Amendment to Note Subscription Agreements and Secured Promissory Notes, dated October 1, 2020, by and among the Company and Note Investors (incorporated by reference to Exhibit 10.22 of the Company’s Form S-1/A (File No. 333-250198) with the SEC on December 31, 2020).

Exhibit No.			Description of Exhibit
10.28			Fifth Amendment to Note Subscription Agreements and Secured Promissory Notes, dated March 15, 2021, by and among the Company and Note Investors (incorporated by reference to Exhibit 10.23 of the Company’s Form S-1/A3 (File No. 333-250198) with the SEC on April 2, 2021).
10.29			iSpecimen Inc. Second Amended and Restated 2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the SEC on May 26, 2022).
10.30#			Executive Employment Agreement by and between the Company and Christopher lanelli (incorporated by reference to Exhibit 10.25 of the Company’s Form S-1/A3 (File No. 333-250198) with the SEC on April 2, 2021).
10.31#			Executive Employment Agreement by and between the Company and Jill Mullan (incorporated by reference to Exhibit 10.26 of the Company’s Form S-1/A3 (File No. 333-250198) with the SEC on April 2, 2021).
10.32#			Executive Employment Agreement by and between the Company and Tracy Curley (incorporated by reference to Exhibit 10.27 of the Company’s Form S-1/A3 (File No. 333-250198) with the SEC on April 2, 2021).
10.33#			Employment Agreement by and between the Company and Benjamin Bielak (incorporated by reference to Exhibit 10.28 of the Company’s Form S-1/A3 (File No. 333-250198) with the SEC on April 2, 2021).
10.34			Factoring Agreement, dated January 1, 2021, by and between iSpecimen Inc. and Versant Funding, LLC (incorporated by reference to Exhibit 10.29 of the Company’s Form S-1/A4 (File No. 333-250198) filed with the SEC on April 27, 2021).
10.35			Waiver Agreement, dated April 29, 2022, by and between the Company and Western Alliance Bank (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the SEC on April 29, 2022).
10.36#			First Amendment to Executive Employment Agreement, dated as of June 20, 2022, between the Company and Christopher Ianelli (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the SEC on June 21, 2022).
10.37#			First Amendment to Executive Employment Agreement, dated as of June 20, 2022, between the Company and Jill Mullan (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed with the SEC on June 21, 2022).
10.38#			First Amendment to Executive Employment Agreement, dated as of June 20, 2022, between the Company and Tracy Curley (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K filed with the SEC on June 21, 2022).
10.39#			First Amendment to Executive Employment Agreement, dated as of June 20, 2022, between the Company and Benjamin Bielak (incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K filed with the SEC on June 21, 2022).
10.40+#			First Amended and Restated Executive Employment Agreement, dated October 24, 2022, by and between Tracy Wilson Curley and iSpecimen Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the SEC on October 28, 2022).
10.41			First Restated Noncompetition, Nonsolicitation, Nondisclosure and Inventions Agreement, dated October 24, 2022, by and between Tracy Wilson Curley and iSpecimen Inc. (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed with the SEC on October 28, 2022).
10.42+#			First Amended and Restated Executive Employment Agreement, dated October 24, 2022, by and between Benjamin Bielak and iSpecimen Inc. (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K filed with the SEC on October 28, 2022).
10.43			First Restated Noncompetition, Nonsolicitation, Nondisclosure and Inventions Agreement, dated October 24, 2022, by and between Benjamin Bielak and iSpecimen Inc. (incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K filed with the SEC on October 28, 2022).

Exhibit No.			Description of Exhibit
10.44+			Separation Agreement, dated October 24, 2022, by and between Christopher Ianelli and iSpecimen Inc. (incorporated by reference to Exhibit 10.5 of the Company’s Form 8-K filed with the SEC on October 28, 2022).
10.45+			Separation Agreement effective October 24, 2022, by and between Jill Mullan and iSpecimen Inc. (incorporated by reference to Exhibit 10.6 of the Company’s Form 8-K filed with the SEC on October 28, 2022).
10.46*			Form of Securities Purchase Agreement for this offering.
10.47*			Form of Consulting Agreement by and between the Company and IR Agency LLC.
14			Form of Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14 of the Company’s Form S-1/A4 (File No. 333-250198) filed with the SEC on April 27, 2021).
23.1*			Consent of Wolf & Company, P.C.
23.2*			Consent of Sichenzia Ross Ference Carmel LLP (included in Exhibit 5.1).
24.1*			Power of Attorney (included on signature page hereto).
107*			Filing Fee Table.

WESTPARK CAPITAL, INC.

By:
	Name:
	Title:


ISPECIMEN, INC.

By:
	Name:
	Title:

	(a)	transactions relating to Lock-Up Securities acquired in open market transactions after the completion of the Public Offering; provided that no filing under Section 13 or Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be voluntarily made in connection with subsequent sales of Lock-Up Securities acquired in such open market transactions;

	(b)	transfers of Lock-Up Securities as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of the undersigned (for purposes of this lock-up agreement, “family member” means any relationship by blood, marriage or adoption, not more remote than first cousin);

	(c)	transfers of Lock-Up Securities to a charity or educational institution;

	(d)	if the undersigned is a corporation, partnership, limited liability company or other business entity, (i) any transfers of Lock-Up Securities to another corporation, partnership or other business entity that controls, is controlled by or is under common control with the undersigned or (ii) distributions of Lock-Up Securities to members, partners, stockholders, subsidiaries or affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned;

	(f)	the receipt by the undersigned from the Company of shares of Common Stock upon the vesting of restricted stock awards or stock units or upon the exercise of options to purchase the Company’s shares of Common Stock issued under an equity incentive plan of the Company or an employment arrangement described in the Registration Statement (as defined in the Placement Agency Agreement) (the “Plan Shares”) or the transfer or withholding of shares of Common Stock or any securities convertible into shares of Common Stock to the Company upon a vesting event of the Company’s securities or upon the exercise of options to purchase the Company’s securities, in each case on a “cashless” or “net exercise” basis or to cover tax obligations of the undersigned in connection with such vesting or exercise, provided that if the undersigned is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of shares of Common Stock during the Lock-Up Period, the undersigned shall include a statement in such schedule or report to the effect that the purpose of such transfer was to cover tax withholding obligations of the undersigned in connection with such vesting or exercise and, provided further, that the Plan Shares shall be subject to the terms of this agreement;

	(g)	the transfer of Lock-Up Securities pursuant to agreements described in the Registration Statement under which the Company has the option to repurchase such securities or a right of first refusal with respect to the transfer of such securities, provided that if the undersigned is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of shares of Common Stock during the Lock-Up Period, the undersigned shall include a statement in such schedule or report describing the purpose of the transaction;

	(h)	the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Lock-Up Securities, provided that (i) such plan does not provide for the transfer of Lock-Up Securities during the Lock-Up Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such public announcement or filing shall include a statement to the effect that no transfer of Lock-Up Securities may be made under such plan during the Lock-Up Period;

	(i)	the transfer of Lock-Up Securities that occurs by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, provided that the transferee agrees to sign and deliver an agreement substantially in the form of this agreement for the balance of the Lock-Up Period, and provided further, that any filing under Section 13 or Section 16(a) of the Exchange Act that is required to be made during the Lock-Up Period as a result of such transfer shall include a statement that such transfer has occurred by operation of law; and

	(j)	the transfer of Lock-Up Securities pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of shares of Common Stock involving a change of control (as defined below) of the Company after the closing of the Public Offering and approved by the Company’s board of directors; provided that in the event that the tender offer, merger, consolidation or other such transaction is not completed, the Lock-Up Securities owned by the undersigned shall remain subject to the restrictions contained in this agreement. “Change of control” means the consummation of any bona fide third party tender offer, merger, amalgamation, consolidation or other similar transaction the result of which is that any “person” or “group” of persons (as defined in Section 13(d)(3) of the Exchange Act) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of a majority of total voting power of the voting stock of the Company.

Signature	Title	Date
/s/ Tracy Curley Tracy Curley	Chief Executive Officer, Chief Financial Officer, Treasurer and Director (Principal Executive Officer and Principal Financial and Accounting Officer)	October 18, 2024
/s/ Katharyn Field Katharyn Field	Chairperson and Director	October 18, 2024
/s/ John L. Brooks III John L. Brooks III	Director	October 18, 2024
/s/ Richard J. Paolone Richard J. Paolone	Director	October 18, 2024
/s/ Avtar Dhaliwal Avtar Dhaliwal	Director	October 18, 2024

	Very truly yours,

	(Name - Please Print)



	(Signature)





	(Name of Signatory, in the case of entities - Please Print)



	(Title of Signatory, in the case of entities - Please Print)

ISPECIMEN INC.

By:
	Name:	Tracy Curley
	Title:	Chief Executive Officer

Name:
		(Please Print)
Address:
		(Please Print)
Phone Number:
Email Address:

Dated: _______________ __, ______
Holder’s Signature:__________________________
Holder’s Address:__________________________

	Very truly yours,

	/s/ Sichenzia Ross Ference Carmel LLP
	Sichenzia Ross Ference Carmel LLP

By:		8 Cabot Road Woburn, MA 01801 E-Mail: tcurley@ispecimen.com
	Name: Tracy Curley
	Title: Chief Executive Officer