iSpecimen Inc S-1, filed Jun 24, 2026

iSpecimen Inc. (ISPC)

S-1 2026-06-24

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Added on October 17, 2026

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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	☒

	Per Share	Total⁽²⁾
Public Offering Price	$	$
Placement Agent fees⁽¹⁾	$	$
Proceeds, before expenses, to us	$	$

	Page
ABOUT THIS PROSPECTUS	ii
PROSPECTUS SUMMARY	1
THE OFFERING	12
SUMMARY FINANCIAL DATA	14
RISK FACTORS	15
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	40
USE OF PROCEEDS	41
CAPITALIZATION	42
MANAGEMENT	43
DESCRIPTION OF OUR SECURITIES	49
PLAN OF DISTRIBUTION	53
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS	55
LEGAL MATTERS	60
EXPERTS	60
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE	60
WHERE YOU CAN FIND MORE INFORMATION	61

	March 31, 2026			December 31, 2025
Americas		87.16	%		68.92	%
Europe, Middle East and Africa		—	%		31.25	%
Asia Pacific		12.84	%		(0.17	)%¹

Securities to be Offered		Up to 1,544,402 Shares on a best-efforts basis, at an assumed public offering price of $2.59 per share, which was the reported closing price of our common stock on Nasdaq on June 18, 2026.

		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% upon at least 61 days’ prior notice from the holder to us) 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 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. We are also registering the shares of common stock issuable from time to time upon the exercise of the Pre-Funded Warrants hereby

Size of Offering		Up to $4,000,000.00 of Shares and/or Pre-Funded Warrants.

Assumed Subscription Price Per Share		$2.59 (or $2.5899 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 June 18, 2026.

Common Stock Outstanding Prior to This Offering		1,437,157 shares (as of June 24, 2026)

Common Stock Outstanding after This Offering		Up to 2,981,559 shares (assuming the exercise of all Pre-Funded Warrants) and an assumed public offering price of $2.59 per share, which was the reported closing price of our common stock on Nasdaq on June 18, 2026

Use of Proceeds		Assuming that all 1,544,402 Shares are sold in this offering at an assumed public offering price of $2.59 per share, which was the reported closing price of our common stock on Nasdaq on June 18, 2026, and assuming no issuance of Pre-Funded Warrants, we estimate the net proceeds of the Offering, after the deduction of placement agent fees and expenses and other offering expenses will be approximately $[*]. However, this is a best efforts offering with no minimum number of securities or amount of proceeds as a condition to closing, and we may not sell all or any of these securities offered pursuant to this prospectus; as a result, we may receive significantly less in net proceeds. We intend to use the net proceeds of this offering to pay placement agent fees and expenses, offering expenses, outstanding debt, potential acquisitions of assets or investments in businesses, marketing and advertising (including up to $1,000,000 for marketing and advertising services to be provided by IR Agency LLC), and for general corporate and working capital purposes. Our management will have broad discretion in the application of the net proceeds, and investors will be relying on our judgment regarding the application of the net proceeds from this offering.

		We intend to use the net proceeds of this offering to pay placement agent fees and expenses, offering expenses, outstanding debt, potential acquisitions of assets or investments in businesses, marketing and advertising (including up to $1,000,000 for marketing and advertising services to be provided by IR Agency LLC), and for general corporate and working capital purposes. Our management will have broad discretion in the application of the net proceeds, and investors will be relying on our judgment regarding the application of the net proceeds from this offering. In the event that we raise less than the full offering amount, we may be required to revise the allocation of the net proceeds received in this offering. See “Use of Proceeds.” Also see “Risk Factors” for a discussion of certain risks that may affect our intended use of the net proceeds from this offering.

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.

Risk Factors		An investment in our securities is highly speculative and involves a significant degree of risk. See “Risk Factors” and other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in our securities.

Best Efforts Offering		We have agreed to offer and sell the securities offered hereby to the purchasers through the Placement Agent. The Placement Agent is not required to buy or sell any specific number or dollar amount of the securities offered hereby, but it will use its reasonable best efforts to solicit offers to purchase the securities offered by this prospectus. See “Plan of Distribution” on page 53 of this prospectus.

Reverse Stock Split		Except as otherwise indicated, all references to our common stock, share data, per share data and related information has been adjusted for the reverse stock splits as if they had occurred at the beginning of the earliest period presented.

	Years Ended December 31,						Three Months Ended March 31,
	2025			2024			2026			2025
							(unaudited)			(unaudited)
Revenue	$	1,928,998		$	9,291,115		$	156,009		$	1,057,510
Total operating expenses		10,906,917			22,019,160			2,694,412			2,695,899
Loss from operations		(8,977,919	)	$	(12,728,045	)		(2,538,403	)		(1,638,389	)
Other income (expense), net		(1,509,613	)		230,240			263,182			(20,007	)
Net loss	$	(10,487,532	)	$	(12,497,805	)	$	(2,275,221	)	$	(1,658,396	)
Net loss per share - basic and diluted	$	(91.15	)	$	(703.27	)	$	(6.66	)	$	(28.55	)
Weighted average shares of common stock outstanding - basic and diluted		115,061			17,771			341,377			58,078

	March 31, 2026
		(unaudited)
Balance Sheet Data:
Cash	$	2,818,989
Working capital⁽¹⁾		(2,115,634	)
Total assets		6,609,658
Total liabilities		5,795,620
Accumulated deficit		(84,625,370	)
Total stockholders’ equity		814,038

	As of March 31, 2026 (Unaudited)
	Actual			Pro Forma			Pro Forma as Adjusted⁽¹⁾
Cash	$	2,818,989		$	5,163,989	⁽²⁾	$		⁽³⁾
Accounts receivable	$	132,848		$	132,848		$
Accrued expense	$	643,503		$	643,503		$
Debt	$	-		$	-		$
Stockholders’ equity
Common stock, par value $0.0001, 200,000,000 shares authorized; 741,556,1,927,447 and [*] shares outstanding on an actual basis, pro forma basis and on a pro forma, adjusted basis, respectively	$	2,967		$	3,085		$
Additional paid-in capital	$	85,436,613		$	87,936,495		$
Treasury stock, 39 shares, at cost	$	(172	)	$	(172	)	$	(	)
Accumulated deficit	$	(84,625,370	)	$	(85,280,370	)	$	(	)
Total stockholders’ equity	$	814,038		$	2,659,083		$
Total capitalization	$	6,609,658		$	8,454,658		$

Name	Age	Position
Katharyn (Katie) Field	43	Chief Executive Officer, Treasurer and Secretary
Yuying Liang	36	Principal Accounting and Financial Officer
Anthony Lau	45	Chairperson and Director
Avtar Dhaliwal	32	Director
Arphing (Tommy) Lee	35	Director

Description	Amount to be Paid
Filing Fee - Securities and Exchange Commission	$	552.40
Legal fees and expenses
Filing Fee - FINRA
Accounting fees and expenses
Transfer agent’s and registrar fees and expenses
Printing fees and expenses
Miscellaneous fees and expenses
Total	$

Exhibit No.		Description of Exhibit
1.1*		Form of Placement Agency Agreement between the Company and E.F. Hutton & Co.
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).
3.3		Third Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed with the SEC on July 10, 2025).
3.4		Fifth 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 May 1, 2026).
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).
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 Marketing Agreement, dated [*], 2026, between IR Agency LLC and iSpecimen Inc.
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 Bush & Associates CPA LLC.
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.

	iSPECIMEN INC.

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

Signature	Title	Date

/s/ Katharyn Field	Chief Executive Officer, Treasurer and Secretary	June 24, 2026
Katharyn Field

/s/ Yuying Liang	Principal Accounting and Financial Officer	June 24, 2026
Yuying Liang

/s/ Anthony Lau	Director	June 24, 2026
Anthony Lau

/s/ Arphing (Tommy) Lee	Director	June 24, 2026
Arphing (Tommy) Lee

/s/ Avtar Dhaliwal	Director	June 24, 2026
Avtar Dhaliwal

(i)	Shares, when issued against payment therefor, will be validly issued, fully paid and non-assessable shares of Common Stock;

(ii)	The Pre-Funded Warrants, when issued against payment therefor, will constitute the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their terms, except that (A) such enforceability may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights in general and (B) the remedies of specific performance and injunctive and other forms of injunctive relief may be subject to equitable defenses; and

(iii)	The Pre-Funded Warrant Shares have been duly authorized by all necessary corporate action on the part of the Company and, when issued, sold and delivered by the Company pursuant to the exercise of the Pre-Funded Warrants against payment therefor, will be validly issued, fully paid and non-assessable shares of Common Stock.