UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 1, 2021
iSPECIMEN INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40501 | 27-0480143 | ||
|
(State
or other jurisdiction
of incorporation or organization) |
(Commission
File Number) |
(I.R.S.
Employer
Identification Number) |
|
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 to 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)) |
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. ¨
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, $0.0001 par value | ISPC | The Nasdaq Capital Market |
Item 8.01 Other Events.
On December 1, 2021, iSpecimen Inc. (the “Company”), closed a private placement offering (the “Offering”) of an aggregate of (i) 1,749,999 shares (the “Shares”) of Company common stock, par value $0.0001 per share (the “Common Stock”) and (ii) warrants (the “Warrants”), with a term of 5.5 years, exercisable for a total of 1,312,500 shares of Common Stock (the “Warrant Shares”) with an exercise price of $13.00 per Warrant Share, subject to customary adjustments thereunder, which Warrants are immediately exercisable upon issuance and on a cashless basis at any time after the earlier of (i) six months after the issuance date of the Warrants and (ii) the Effective Date (as defined in the Purchase Agreement (defined hereafter)) upon which all of the Shares and Warrant Shares are registered for resale, if at such time there is no effective registration statement registering, or no current prospectus available for, the resale of the Warrant Shares by the holder, for gross proceeds of approximately $21,000,000, before deducting placement agent fees and other offering expenses. The Company intends to use the net proceeds from this Offering for working capital purposes.
As previously disclosed in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”), on November 28, 2021, the Company entered into a securities purchase agreement with certain accredited investors (“Investors”) providing for the issuance of the Shares and the Warrants (the “Purchase Agreement”). The Shares and the Warrants were issued to the Investors in a private placement transaction pursuant to an exemption from the registration requirements of the Securities Act provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. The Company will prepare and file with the SEC one or more registration statements to register for resale the Shares and the Warrant Shares.
The Offering was conducted pursuant to a placement agency agreement, dated November 28, 2021, between the Company and ThinkEquity LLC (the “Placement Agent”). The Company paid the Placement Agent a fee equal to 6.0% of the aggregate purchase price paid by the Investors and certain expenses up to an aggregate of $75,000.
On December 1, 2021, the Company issued a press release announcing the closing of the Offering, a copy of which is attached as Exhibit 99.1 hereto and incorporated herein by reference.
This Current Report on Form 8-K contains forward-looking statements. Forward-looking statements include, but are not limited to, statements that express the Company’s intentions, beliefs, expectations, strategies, predictions or any other statements related to the Company’s future activities, or future events or conditions. These statements are based on current expectations, estimates and projections about the Company’s business based, in part, on assumptions made by its management. These statements are not guarantees of future performances and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those risks discussed in documents that the Company files from time to time with the SEC. Any forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this Current Report on Form 8-K, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
| 99.1 | Press Release, dated December 1, 2021 |
| 104 | Cover Page Interactive Data File |
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: December 1. 2021
| iSPECIMEN INC. | |||
| By: | /s/ Christopher Ianelli | ||
| Name: | Christopher Ianelli | ||
| Title: | Chief Executive Officer and President | ||
Exhibit 99.1
iSpecimen Inc. Announces Closing of Approximately $21 Million Private Placement
LEXINGTON, Mass., Dec. 1, 2021 /PRNewswire/ -- iSpecimen Inc. (Nasdaq: ISPC) ("iSpecimen" or the "Company"), an online marketplace for human biospecimens, today announced that it has closed its previously announced private placement for the sale of 1,749,999 shares of common stock of iSpecimen together with warrants to purchase 1,312,500 shares of common stock (“Warrants”), which resulted in gross proceeds to iSpecimen of approximately $21 million, before deducting offering expenses (the “Offering”). Each share of common stock and accompanying three-quarters of one Warrant were sold at a combined offering price of $12.00. The detachable Warrants have a five and one-half year term and an exercise price of $13.00 per share.
ThinkEquity acted as sole placement agent for the Offering.
The securities offered and sold by iSpecimen in the private placement have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (the "SEC") or an applicable exemption from such registration requirements. iSpecimen has agreed to file a registration statement with the SEC covering the resale of the shares of common stock and the shares of common stock underlying the Warrants to be issued in the private placement. Any resale of iSpecimen’s shares of common stock under such resale registration statement will be made only by means of a prospectus.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, 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. The securities were not registered under the Securities Act or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state laws.
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 may contain forward-looking statements within the meaning of Section 27A of the Securities Act 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" and "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 SEC, 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:
Investor Contact
KCSA Strategic Communications
Allison Soss
iSpecimen@kcsa.com
Media Contact
Kaitlynn Cooney
For iSpecimen
kcooney@brodeur.com
617.587.2811