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): July 1, 2021

 

iSpecimen Inc. 

(Exact name of registrant as specified in its charter)

 

Delaware   001-40501   27-0480143
(State or other jurisdiction
of incorporation) 		  (Commission
File Number) 		  (IRS Employer
Identification No.)

 

450 Bedford Street 

Lexington, MA 02420 

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (781) 301-6700

 

Not Applicable 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading symbol(s)   Name of each exchange
on which registered
Common Stock, par value $0.0001 per share   ISPC   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

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 8.01.  Other Events.

 

As previously reported on a Current Report on Form 8-K of iSpecimen Inc., a Delaware corporation (the “Company”), on June 21, 2021, the Company consummated its initial public offering (the “IPO”) of 2,250,000 shares of its common stock (“Shares”) at an offering price of $8.00 per Share, generating gross proceeds of $18,000,000.

 

On June 30, 2021, the underwriters of the IPO exercised their over-allotment option in full, and the closing of the issuance and sale of the additional 337,500 Shares occurred on July 1, 2021, generating gross proceeds of $2,700,000.

  

A copy of the press release issued by the Company announcing the exercise of the over-allotment option is attached hereto as Exhibit 99.1.

 

Item 9.01.  Financial Statements and Exhibits.

 

(d) Exhibits.

 

99.1 Press Release, dated July 1, 2021

 

 

 

 

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: July 1, 2021

 

  iSPECIMEN INC.
     
  By: /s/ Christopher Ianelli
    Name: Christopher Ianelli
    Title: Chief Executive Officer and President

 

 

 

 

Exhibit 99.1

 

 

 

iSpecimen Announces Closing of Over-Allotment Option

in Connection with its Initial Public Offering

 

LEXINGTON, MA, July 1, 2021 /PRNewswire/ – iSpecimen Inc. (Nasdaq: ISPC) (“iSpecimen” or the “Company”), an online marketplace for human biospecimens, today announced the closing of the issuance of an additional 337,500 shares of its common stock pursuant to the full exercise of the underwriters’ over-allotment option in connection with the Company’s initial public offering (the “IPO”). The additional shares were sold at the initial offering price of $8.00 per share, resulting in additional gross proceeds of $2,700,000 and bringing the total gross proceeds of the IPO to $20,700,000.

 

The shares of common stock began trading on the Nasdaq Capital Market under the ticker symbol “ISPC” on June 17, 2021.

 

ThinkEquity, a division of Fordham Financial Management, Inc., acted as the sole book-running manager for the IPO of the Company.

 

A registration statement relating to the IPO was declared effective by the Securities and Exchange Commission (“SEC”) on June 16, 2021. A final prospectus related to the IPO was filed and is available on the SEC’s website at www.sec.gov. The IPO was made only by means of a prospectus. Electronic copies of the final prospectus may be obtained from ThinkEquity, a division of Fordham Financial Management, Inc., 17 State Street, 22nd Floor, New York, New York 10004, by telephone at (877) 436-3673 and by email at prospectus@think-equity.com.

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

About iSpecimen

 

iSpecimen offers an online marketplace for human biospecimens, connecting life 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 about iSpecimen, please visit www.ispecimen.com.

 

Forward Looking Statements

 

This press release contains statements that constitute "forward-looking statements," including with respect to the IPO and the anticipated use of the net proceeds. No assurance can be given that the net proceeds of the IPO will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company's registration statement and final prospectus for the Company’s offering filed with the SEC. Copies of these documents are available on the SEC’s website at www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

 

 

 

 

 

 

For further information, please contact:

 

Investor Contact

 

KCSA Strategic Communications

Allison Soss / Scott Eckstein

iSpecimen@kcsa.com

 

Media Contact

 

iSpecimen

Carly Lejnieks, Sr. Director of Marketing

clejnieks@ispecimen.com