iSpecimen Inc S-1/A, filed Jun 27, 2025

iSpecimen Inc. (ISPC)

S-1/A 2025-06-27

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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)

Ross D. Carmel, Esq.		Joseph M. Lucosky, Esq.
Barry P. Biggar, Esq.		Steven A. Lipstein, Esq.
Benjamin E. Sklar, Esq.		Lucosky Brookman LLP
Sichenzia Ross Ference Carmel LLP		101 Wood Ave South
1185 Avenue of the Americas		Woodbridge, NJ 08830
New York, New York 10036		(732) 395-4400
(212) 930-9700

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

		Page
ABOUT THIS PROSPECTUS		ii
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		iii
PROSPECTUS SUMMARY		1
THE OFFERING		10
USE OF PROCEEDS		12
DILUTION		12
UNDERWRITING		14
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		23
LEGAL MATTERS		23
EXPERTS		23
WHERE YOU CAN FIND MORE INFORMATION		23

	December 31,
	2024			2023
Americas		66.19	%		64.87	%
Europe, Middle East and Africa		27.24	%		23.08	%
Asia Pacific		6.57	%		12.05	%

Securities to be Offered	Up to ___________ Shares, at an assumed public offering price of $____ per share, which was the reported closing price of our common stock on Nasdaq on June ____, 2025.

	We are also offering to each purchaser, with respect to the purchase of Shares that would otherwise result in the purchaser’s beneficial ownership exceeding 4.99% of our outstanding shares of common stock immediately following the consummation of this offering, the opportunity to purchase one Pre-Funded Warrant in lieu of one share of common stock. A holder of Pre-Funded Warrants will not have the right to exercise any portion of its Pre-Funded Warrant if the holder, together with its affiliates, would beneficially own in excess of 4.99% (or, at the election of the holder, such limit may be increased to up to 9.99%) of the number of shares of common stock outstanding immediately after giving effect to such exercise. Each Pre-Funded Warrant will be exercisable for one share of common stock. The purchase price per Pre-Funded Warrant will be equal to the price per Share, minus $0.0001, and the exercise price of each Pre-Funded Warrant will equal $0.0001 per share. The Pre-Funded Warrants will be immediately exercisable (subject to the beneficial ownership cap) and may be exercised at any time in perpetuity until all of the Pre-Funded Warrants are exercised in full. For more information regarding the Pre-Funded Warrants, you should carefully read the section titled “Description of Our Securities” in this prospectus.

Size of Offering	Up to $4,000,000 of Shares and/or Pre-Funded Warrants.

Assumed Subscription Price Per Share	$_____ (or $0.0001 per Pre-Funded Warrant in lieu of one share of common stock), which was the reported closing price of our common stock on Nasdaq on _______, 2025.

Common Stock Outstanding Prior to This Offering	2,496,858 shares (as of June ____, 2025).

Common Stock Outstanding after This Offering	Up to _________ shares (assuming no issuance or exercise of Pre-Funded Warrants) and an assumed public offering price of $_____ per share, which was the reported closing price of our common stock on Nasdaq on June ____, 2025.

Use of Proceeds	Assuming that all _________ Shares are sold in this offering at an assumed public offering price of $_____ per share, which was the reported closing price of our common stock on Nasdaq on June ____, 2025, and assuming no issuance of Pre-Funded Warrants, we estimate the net proceeds of the Offering, after the deduction of underwriter fees and expenses and other offering expenses will be approximately $________. If we raise $4,000,000 in this offering, we estimate that the net proceeds will be approximately $________, after deducting underwriting discounts and estimated offering expenses. We intend to use approximately $1,500,000 of the net proceeds for marketing and advertising services to be provided by IR Agency LLC. The agreement with IR Agency LLC has a term of three (3) months, commencing on the date of the closing of this offering, and provides that the $1,500,000 payment is due in full upon the closing of this offering and deemed fully earned upon receipt. Either party may terminate the agreement at any time upon written notice. However, if the Company terminates the agreement during the initial three-month term for any reason, the Company will not be entitled to a refund of any portion of the compensation paid. The agreement may also be extended by mutual agreement of the parties. We also intend to use $1,000,000 of the net proceeds to fund the initial milestone payment under a Definitive Software Purchase and Sales Agreement with Sales Stack Solutions Corp., a British Columbia company, for the acquisition, integration, and maintenance of the SalesStack technology platform. The SalesStack agreement provides for aggregate milestone-based payments of $2,400,000, payable in three tranches: (i) $1,000,000 upon completion of build and installation; (ii) $700,000 upon full integration into the Company’s Marketplace platform; and (iii) $700,000 upon completion of customization and one month of post-customization support. As of the date of this prospectus, none of these milestones have been achieved. We intend to use the remaining net proceeds for working capital and general corporate purposes. Management will have broad discretion in the application of the net proceeds, and investors will be relying on our judgment regarding the use of such proceeds. If we raise less than the full offering amount, we may be required to adjust the allocation of the net proceeds accordingly.

Market for Common Stock	Our common stock is listed on Nasdaq under the symbol “ISPC”.

Market for Pre-Funded Warrants	There is no established public trading market for the Pre-Funded Warrants, and we do not expect a market to develop. In addition, we do not intend to apply for listing of the Pre-Funded Warrants, if any, on any securities exchange or recognized trading system. Without an active trading market, the liquidity of the Pre-Funded Warrants, if any, will be limited.

Offering Costs and expenses	$
Sales Stack Milestone Payment		1,000,000
IR Agency LLC Payment		1,500,000
Working capital and general corporate purposes
TOTAL	$

Assumed public offering price per share	$
Pro forma net tangible book value per share as of December 31, 2024	$	(	)
Pro forma increase in net tangible book value per share attributable to new investors in this offering

Pro forma as adjusted net tangible book value per share immediately after this offering		(	)

Dilution per share to new investors in this offering	$

Name of Underwriter		Number of Shares of Common Stock or Pre-Funded Warrants
WestPark Capital, Inc.

Total

	Per Share of Common Stock	Per Pre-Funded Warrant
Public offering price	$	$
Underwriting discounts and commissions (4.0%)
Proceeds, before expenses, to us	$	$

	●	our Current Report on Form 8-K filed with the SEC on June 5, 2025; and

	●	our Current Report on Form 8-K filed with the SEC on June 24, 2025.

Description	Amount to be Paid
Filing Fee – Securities and Exchange Commission	$	614.14
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	$	201,098.64

Exhibit No.		Description of Exhibit
1.1**		Form of Underwriting 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 (incorporated by reference as Exhibit 4.1 to the Company’s Form 8-K filed with the SEC on October 31, 2024).
4.5**		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#		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).
10.33		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).
10.34		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).
10.35#		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).
10.36#		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).
10.37#		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).
10.38+#		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).
10.39		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
10.40+		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).
10.41+		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).
10.42		Form of Placement Agency Agreement (incorporated by reference as Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on October 31, 2024).
10.43		Form of Securities Purchase Agreement (incorporated by reference as Exhibit 10.2 to the Company’s Form 8-K filed with the SEC on October 31, 2024).
10.44		Form of Investor Relations Agreement (incorporated by reference as Exhibit 10.3 to the Company’s Form 8-K filed with the SEC on October 31, 2024).
10.45**		Consulting Agreement by and between the Company and IR Agency LLC.
10.46**		Definitive Software Purchase and Services Agreement by and between the Company and Sales Stack Solutions Corp., a British Columbia Company.
10.50		Engagement Letter between iSpecimen Inc. and Yuying Liang Professional Corp., dated December 13, 2024 (incorporated by reference as Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on December 20, 2024).
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 Bush & Associates CPA LLC
23.3*		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.

	iSPECIMEN INC.

	By:	/s/ Robert Bradley Lim
		Robert Bradley Lim
		Chief Executive Officer

		/s/ Yuying Liang
		Yuying Liang
		Principal Accounting and Financial Officer

Signature	Title	Date

/s/ Robert Bradley Lim	Chief Executive Officer, Treasurer, Secretary and Director	June 27, 2025
Robert Bradley Lim

/s/ Yuying Liang	Principal Accounting and Financial Officer	June 27, 2025
Yuying Liang

/s/ Siyun Yang	Director	June 27, 2025
Siyun Yang

/s/ Anthony Lau	Director	June 27, 2025
Anthony Lau

/s/ Avtar Dhaliwal	Director	June 27, 2025
Avtar Dhaliwal