As filed with the Securities and Exchange Commission on December
16, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ISPECIMEN INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
27-0480143 |
(State or Other Jurisdiction of
Incorporation or Organization) |
|
(IRS Employer
Identification No.)
|
450 Bedford St., Lexington
MA |
|
02420 |
(Address of Principal Executive
Offices) |
|
(Zip
Code) |
2010 Stock Incentive Plan
2013 Stock Incentive Plan
Amended and Restated 2021 Stock Incentive Plan
|
(Full Title of the Plan) |
Christopher Ianelli
Chief Executive Officer
iSpecimen Inc.
450 Bedford Street
Lexington, MA 02420
(Name and address of agent for service)
(781) 301-6700
(Telephone number, including area code, of agent for service)
With copies to:
Barry I. Grossman, Esq.
Scott M. Miller, Esq.
Cassi Olson, Esq.
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas, 11th Floor
New York, NY 10105
Phone: (212) 370-1300
Fax: (212) 370-7889
|
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, anon-accelerated filer, or
a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer,” “smaller reporting
company” and “emerging growth company” in Rule 12b-2 of the
Securities Exchange Act of 1934 (the “Exchange Act”).
Large
accelerated filer |
¨ |
Accelerated
filer |
¨ |
Non-accelerated filer |
x |
Smaller reporting
company |
x |
|
|
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 7(a)(2)(B) of the Securities
Act ¨
CALCULATION OF REGISTRATION FEE
Title of securities to be Registered
|
|
Amount to be
registered(1)
|
|
|
Proposed
maximum
offering price
per share
|
|
|
Proposed maximum
aggregate offering
price |
|
|
Amount of
registration fee
|
|
Common Stock, $0.0001 par value per share, reserved for issuance
under the iSpecimen Inc. 2010 Stock Incentive Plan |
|
|
270,513 |
(2) |
|
$ |
11.02 |
(3) |
|
$ |
2,981,053.26 |
|
|
$ |
276.34 |
|
Common Stock, $0.0001 par value per share, reserved for issuance
under the iSpecimen Inc. 2013 Stock Incentive Plan |
|
|
309,029 |
(4) |
|
$ |
11.02 |
(3) |
|
$ |
3,405,499.58 |
(3) |
|
$ |
315.69 |
|
Common Stock, $0.0001 par value per share, reserved for issuance
pursuant to the iSpecimen Inc. Amended and Restated 2021 Stock
Incentive Plan |
|
|
608,000 |
(5) |
|
$ |
11.02 |
(3) |
|
$ |
6,700,160.00 |
(3) |
|
$ |
621.10 |
|
Total |
|
|
1,187,542 |
|
|
|
|
|
|
$ |
13,086,712.84 |
|
|
$ |
1,213.13 |
|
(1) |
Pursuant to Rule 416 under the Securities Act of
1933, as amended (the “Securities Act”), there are also being
registered additional shares of common stock, par value $0.0001 per
share (“Common Stock”), that may become available for issuance in
accordance with the provisions of the iSpecimen Inc. 2010 Stock
Incentive Plan (the “2010 Plan”), the iSpecimen Inc. 2013 Stock
Incentive Plan (the “2013 Plan”), and the iSpecimen Inc. Amended
and Restated 2021 Stock Incentive Plan (the “2021 Plan”) to prevent
dilution in the event of any future change in the outstanding
shares of Common Stock as a result of a recapitalization, stock
dividends, stock splits or similar transactions which result in an
increase in the number of shares of our outstanding Common
Stock. |
(2) |
Represents shares of Common Stock issuable
pursuant to the 2010 Plan being registered herein consisting of
shares of Common Stock reserved and available for delivery with
respect to certain stock options granted under the 2010 Plan and
shares of Common Stock that may again become available for delivery
with respect to such options under the 2010 Plan pursuant to the
share counting, share recycling and other terms and conditions of
the 2010 Plan. |
(3) |
Estimated solely for the purposes of calculating
the registration fee pursuant to Rules 457(c) and 457(h)(1) of the
Securities Act based upon the average of the high and low prices
reported on Nasdaq per share of our Common Stock on December
15, 2021. |
(4) |
Represents shares of Common Stock issuable
pursuant to the 2013 Plan being registered herein consisting of
shares of Common Stock reserved and available for delivery with
respect to certain stock options granted under the 2013 Plan and
shares of Common Stock that may again become available for delivery
with respect to such options under the 2013 Plan pursuant to the
share counting, share recycling and other terms and conditions of
the 2013 Plan. |
(5)
|
Represents shares of Common Stock issuable
pursuant to the 2021 Plan being registered herein consisting of
shares of Common Stock reserved and available for delivery with
respect to certain stock options granted under the 2021 Plan and
shares of Common Stock that may again become available for delivery
with respect to such options under the 2021 Plan pursuant to the
share counting, share recycling and other terms and conditions of
the 2021 Plan. |
Explanatory Note
This Registration Statement is being filed by iSpecimen Inc. (the
“Registrant”, “we”, “us”, “our” or similar terminology) relating to
1,187,542 shares of our Common Stock which may be offered and sold
pursuant to our 2010 Plan, our 2013 Plan, and our 2021 Plan.
This Registration Statement includes, pursuant to General
Instruction E to Form S-8, a re-offer prospectus in Part I (the
“Reoffer Prospectus”). The Reoffer Prospectus may be utilized for
reofferings and resales by certain executive officers and directors
listed in the Reoffer Prospectus who may be deemed “affiliates” of
the Company on a continuous or a delayed basis in the future of up
to 419,001 shares of Common Stock, and employees and
consultants who may be deemed “non-affiliates” of the Company on a
continuous or a delayed basis in the future of up to 193,189 shares
of Common Stock. These shares constitute “control securities” or
“restricted securities” which have been issued prior to or issuable
after the filing of this Registration Statement. The Reoffer
Prospectus does not contain all of the information included in the
Registration Statement, certain items of which are contained in
schedules and exhibits to the Registration Statement, as permitted
by the rules and regulations of the SEC. Statements contained in
the Reoffer Prospectus as to the contents of any agreement,
instrument or other document referred to are not necessarily
complete. With respect to each such agreement, instrument or other
document filed as an exhibit to the Registration Statement, we
refer you to the exhibit for a more complete description of the
matter involved, and each such statement shall be deemed qualified
in its entirety by this reference.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. |
Plan Information.* |
Item 2. |
Registrant Information and Employee Plan
Annual Information. |
* |
Information required by Part I to be contained in
the Section 10(a) Prospectus is omitted from the Registration
Statement in accordance with Rule 428 under the Securities Act of
1933, as amended. |
Reoffer Prospectus
ISPECIMEN INC.
612,190 Shares
Common Stock
This reoffer prospectus (“Reoffer Prospectus”) relates to the
public resale, from time to time, of an aggregate of 612,190
shares, par value $0.0001, of the common stock (the “Common Stock”)
of iSpecimen Inc. (the “Company”) by certain security holders (the
“Selling Stockholders”) identified herein in the section entitled
“Selling Stockholders.” Shares of the iSpecimen Inc. 2010 Stock
Incentive Plan (the “2010 Plan”), the iSpecimen Inc. 2013 Stock
Incentive Plan (the “2013 Plan”), and the iSpecimen Inc. Amended
and Restated 2021 Stock Incentive Plan (the “2021 Plan”).
Our Common Stock is quoted on the Nasdaq Capital Market under the
symbol “ISPC”. On December 15, 2021, the closing sales price for
our Common Stock on the Nasdaq Capital Market was $10.87 per
share.
The shares included in this prospectus may be offered and resold
directly by the Selling Stockholders in the open market at
prevailing prices or in individually negotiated transactions,
through agents designated from time to time or through underwriters
or dealers. We will not control or determine the price at which a
Selling Stockholder decides to sell its shares. Brokers or dealers
effecting transactions in these shares should confirm that the
shares are registered under applicable state law or that an
exemption from registration is available.
Investing in our Common Stock is highly speculative and involves
a significant degree of risk. See the section entitled “Risk
Factors” on page 13 and in the documents incorporated herein by
reference before you decide to buy our Common Stock.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The date of this Reoffer Prospectus is 16, 2021.
TABLE OF CONTENTS
Please read this prospectus and the documents incorporated by
reference herein carefully. These documents describe our business,
our financial condition and our results of operations. We have
prepared this prospectus so that you will have the information
necessary to make an informed investment decision. You should rely
only on the information contained or incorporated by reference in
this prospectus. We and the Selling Stockholders have not
authorized anyone to provide you with any information or to make
any representations about us, the securities being offered pursuant
to this prospectus or any other matter discussed or incorporated by
reference in this prospectus, other than the information and
representations contained or incorporated by reference in this
prospectus. If any other information or representation is given or
made, such information or representation may not be relied upon as
having been authorized by us.
The information contained or incorporated by reference in this
prospectus is accurate only as of the date of this prospectus,
regardless of the time of delivery of this prospectus or of any
sale of our Common Stock. Neither the delivery of this prospectus
nor any distribution of securities in accordance with this
prospectus shall, under any circumstances, imply that there has
been no change in our affairs since the date of this prospectus.
This prospectus will be updated and made available for delivery to
the extent required by the federal securities laws.
We are responsible for the disclosure in this prospectus. However,
this prospectus (including the documents incorporated by reference
herein) includes industry data that we obtained from internal
surveys, market research, publicly available information and
industry publications. The market research, publicly available
information and industry publications that we use generally state
that the information contained therein has been obtained from
sources believed to be reliable. Such information contained or
incorporated by reference herein represents the most recently
available data from the relevant sources and publications and we
believe remains reliable. We did not fund and are not otherwise
affiliated with any of the sources cited in this prospectus.
Forward-looking information obtained from these sources is subject
to the same qualifications and additional uncertainties regarding
the other forward-looking statements in this prospectus.
We own or have rights to trademarks or trade names that we use in
connection with the operation of our business, including our
corporate names, logos and website names. In addition, we own or
have the rights to copyrights, trade secrets and other proprietary
rights that protect the content of our products. This prospectus
may also contain trademarks, service marks and trade names of other
companies, which are the property of their respective owners. Our
use or display of third parties’ trademarks, service marks, trade
names or products in this prospectus is not intended to, and should
not be read to, imply a relationship with or endorsement or
sponsorship of us. Solely for convenience, some of the copyrights,
trade names and trademarks referred to in this prospectus or the
documents incorporated by reference herein are listed without their
©, ® and ™ symbols, but we will assert, to the fullest extent under
applicable law, our rights to our copyrights, trade names and
trademarks. All other trademarks are the property of their
respective owners.
CAUTIONARY NOTE REGARDING
FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference herein
contains forward-looking statements that reflect our current
expectations and views of future events. The forward-looking
statements are contained principally in the sections included or
incorporated by reference herein entitled “Risk Factors” and
“Management’s Discussion and Analysis of Financial Condition and
Results of Operations.” Readers are cautioned that known and
unknown risks, uncertainties and other factors, including those
over which we may have no control and others listed in the “Risk
Factors” section of this prospectus, may cause our actual results,
performance or achievements to be materially different from those
expressed or implied by the forward-looking statements.
You can identify some of these forward-looking statements by words
or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,”
“estimate,” “intend,” “plan,” “believe,” “is/are likely to,”
“potential,” “continue” or other similar expressions. We have based
these forward-looking statements largely on our current
expectations and projections about future events that we believe
may affect our financial condition, results of operations, business
strategy and financial needs. These forward-looking statements
include statements relating to:
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our ability to enter into
contracts with healthcare providers to gain access to specimens,
subjects, and data on favorable terms; |
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our ability to obtain new
customers and keep existing customers; |
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development of our technology to
adequately keep pace to support expansion of our existing line of
business or our entry into new lines of businesses; |
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market adoption rate of our
marketplace technology; |
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our ability to continue to expand
outside of the United States in compliance with local laws and
regulations; |
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our business model generally and
our utilization of the proceeds from this offering; |
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acceptance of the products and
services that we market; |
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the
viability of our current intellectual property; |
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government regulations and our ability to comply
with government regulations; |
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our
ability to retain key employees; |
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adverse changes in general market conditions for
biospecimens; |
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our
ability to generate cash flow and profitability and continue as a
going concern; |
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our
future financing plans; and |
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our
ability to adapt to changes in market conditions (including as a
result of the COVID-19 pandemic) which could impair our operations
and financial performance. |
These forward-looking statements involve numerous risks and
uncertainties. Although we believe that our expectations expressed
in these forward-looking statements are reasonable, our
expectations may later be found to be incorrect. Our actual results
of operations or the results of other matters that we anticipate
could be materially different from our expectations. Important
risks and factors that could cause our actual results to be
materially different from our expectations are generally set forth
in “Risk Factors,” “Management’s Discussion and Analysis of
Financial Condition and Results of Operations,” “Business,”
“Regulation” and other sections included or incorporated by
reference in this prospectus. You should thoroughly read this
prospectus and the documents incorporated herein by reference with
the understanding that our actual future results may be materially
different from and worse than what we expect. We qualify all of our
forward-looking statements by these cautionary statements.
The forward-looking statements made in this prospectus relate only
to events or information as of the date on which the statements are
made in or incorporated by reference in this prospectus. Except as
required by law, we undertake no obligation to update or revise
publicly any forward-looking statements, whether as a result of new
information, future events or otherwise, after the date on which
the statements are made or to reflect the occurrence of
unanticipated events. You should read this prospectus, the
documents incorporated by reference into this prospectus and the
documents we have filed as exhibits to the registration statement,
of which this prospectus forms a part, completely and with the
understanding that our actual future results may be materially
different from what we expect.
PROSPECTUS SUMMARY
This summary of the prospectus highlights material information
concerning our business and this offering. This summary does not
contain all of the information that you should consider before
making your investment decision. You should carefully read the
entire prospectus and the documents incorporated by reference
herein, including the information presented under the section
entitled “Risk Factors”, before making an investment decision. This
summary contains forward-looking statements that involve risks and
uncertainties. Our actual results may differ significantly from
future results contemplated in the forward-looking statements as a
result of factors such as those set forth in “Risk Factors” and
“Cautionary Statement Regarding Forward-Looking
Statements.”
In this prospectus, unless the context indicates otherwise, the
terms “we,” “our,” “ours” “us” or similar terminology refer to
iSpecimen, Inc.
We amended our Certificate of Incorporation on March 30, 2021 in
order to effect a 1-for-5.545 reverse stock split of all
outstanding shares of our common stock. Throughout this prospectus,
each reference to a number of our issued and outstanding common
stock gives effect to the reverse split, unless otherwise
indicated.
Overview
iSpecimen is technology-driven company founded to address a
critical challenge: how to connect life science researchers who
need human biofluids, tissues, and living cells (“biospecimens”)
for their research, with the billions of biospecimens available
(but not easily accessible) in healthcare provider organizations
worldwide. Our ground-breaking iSpecimen Marketplace platform was
designed to solve this problem and transform the biospecimen
procurement process to accelerate medical discovery.
The iSpecimen Marketplace brings new capabilities to a highly
fragmented and inefficient biospecimen procurement market. Our
technology consolidates the biospecimen buying experience in a
single, online marketplace that brings together healthcare
providers who have biospecimens and researchers across industry,
academia, and government institutions who need them. We are seeking
to transform the world of biospecimen procurement much like the way
travel websites changed the consumer buying process for flights,
hotels, and rental cars.

Our iSpecimen Marketplace platform ingests de-identified healthcare
data provided by our healthcare supply partners — including nearly
14 million patient records, 72 million clinical specimen records, 1
million banked specimen records, 570 million laboratory test
results, and 890,000 medical conditions as of September 30, 2021 —
to allow researchers to easily search for and select research
subjects, specimens, and associated data they need to drive their
research programs. It then orchestrates and manages the biospecimen
procurement workflows of both researchers and suppliers to bring
efficiencies to the entire buying process. Through the iSpecimen
Marketplace, researchers gain instant access to millions of
specimens anytime, anywhere, while participating supply
organizations gain an opportunity to contribute compliantly to
medical research while increasing their revenue and
sustainability.
Our Mission
iSpecimen’s mission is to accelerate life science research and
development, or R&D, with a global marketplace platform that
connects researchers to subjects, specimens, and associated data.
Our vision is to create an “Amazon-like” global Marketplace of
patients, biospecimens, and data for research to improve the
quality of human life. We implement employee programs that foster a
company culture predicated on the core values of corporate and
individual growth; results and accountability; team before self; a
can-do positive attitude; and the perseverance to succeed.
Our Market Opportunity
The overall demand for human biospecimens and related healthcare
data (“annotated biospecimens”) continues to grow dramatically.
Global spending on the procurement of annotated biospecimens is
estimated by our management team to have been $3 billion to $4
billion in 2020, with a market growth rate estimated on the order
of 10% to 15% annually through 2024. These expenditures are spread
across the commercial, academic, and government sectors of the
healthcare and life sciences industry, with the commercial sector
(biopharmaceutical and in vitro diagnostics companies) representing
the majority of the market. Market growth is primarily driven by
advances in life science technologies and shifts in R&D
spending aimed at identifying and aligning biomarkers with clinical
outcomes — a key step towards the development of more targeted
disease treatments and diagnostics. Both the precision medicine
market (as defined below), with a growth rate of 11% per year from
2020 to 2026 according to a Global Market Insights report, and the
regenerative medicine market (as defined below), with a growth rate
of 26% per year from 2019 to 2026 according to a 2019 Fortune
Business Insights report, rely heavily upon biospecimens for
research and development programs.
Precision medicine, sometimes known as “personalized medicine,” is
an innovative approach to tailoring disease prevention and
treatment that takes into account differences in people’s genes,
environments, and lifestyles. The precision medicine market
consists of numerous organizations engaged in the research,
development, manufacturing, and commercialization of novel drugs,
diagnostic tests, and technologies that boost the precision
medicine workflow.
Regenerative medicine therapies include cell therapies, therapeutic
tissue engineering products, human cell and tissue products, and
combination products using any such therapies or products, except
for those regulated solely under section 361 of the Public Health
Service Act (42 U.S.C. 264) and Title 21 of the Code of Federal
Regulations Part 1271 (21 CFR Part 1271). The regenerative medicine
market consists of numerous organizations engaged in the research,
development, manufacturing, and commercialization of cell and
immunotherapies, genetically modified cells, therapeutic tissue
engineered products, human cell and tissue products, and
combination products using any such therapies or products.
Human biospecimens can be very difficult for researchers to acquire
and for healthcare providers to distribute. We believe there are
over 10 million healthcare providers worldwide that possess
collections of such human biospecimens or have access to patients
and their biospecimens during clinical care, so many specimens
exist that could potentially be used in research. However,
researchers have little way to know which healthcare organizations
are willing to make their specimens available for research and
healthcare providers likewise have little access to the research
community. Even if these organizations could identify each other,
it takes time and money to execute contracts that allow them to
then transact. Once organizations are under contract with each
other, researchers must then ensure that the specimens have been
collected under appropriate compliance frameworks, using collection
protocols consistent with their research needs, and accompanied by
required data. Our iSpecimen Marketplace compliantly connects each
side of this highly fragmented market to reduce the costs, time,
and risks for both suppliers and customers in the biospecimen
supply chain. We know of no other commercial human biospecimen
marketplace that provides instant online searchability of specimens
across a network of specimen providers.
The biospecimen procurement market is poised for disruption and has
many attractive characteristics of other markets with successful
online marketplaces:
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Large and growing. We
estimate the biospecimen market to be $3 billion to
$4 billion in size and growing rapidly, at an estimated 10% to
15% annually; |
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Highly fragmented. This
market today is comprised of fragmented landscape of millions of
healthcare providers who could potentially offer biospecimens and
data for research, and hundreds of thousands of life science
researchers who need access to them; and |
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Inefficient. Researchers
and healthcare providers today largely utilize manual processes
such as email, phone calls, and spreadsheets to find each other,
request specimens, and manage the specimen procurement
process. |
We believe our marketplace technology has the potential to disrupt
the $3 billion to $4 billion human biospecimen supply chain
industry.
Our Customers
Our customer base is primarily comprised of three main segments:
biopharmaceutical companies, in vitro diagnostic (“IVD”) companies,
and government/academic institutions. As of September 30, 2021, we
have distributed our specimens to approximately 398 unique customer
organizations, comprising of many of the large IVD and biopharma
companies along with federal and state government agencies, such as
the Centers for Disease Control and Prevention.
Additionally, in 2019, we entered the new and rapidly growing
regenerative medicine segment, which according to a market research
report published by Fortune Business Insights, the global
regenerative medicine market was valued at $23.8 billion in 2018
and is expected to reach $152 billion by the end of 2026 thereby
exhibiting an estimated CAGR of 26%. Moreover, according to the
Alliance for Regenerative Medicine, global financing for the
regenerative medicine sector set an annual record of $19.9 billion
in 2020. This “rapid growth” of the regenerative medicine market is
characterized by the double-digit annual revenue growth rate
combined with record global financing levels. We continue to have
and maintain site participation agreements with several provider
partners which enable us to offer through our iSpecimen
Marketplace, various types of annotated hematologic products that
are used in the research and development of regenerative medicine
therapies. Such products include for example, whole bone marrow
aspirate, mononuclear cell fractions, and isolated immune cell
products that have been collected from both healthy and diagnosed
(diseased) human donors. Some of the aforementioned products are
offered in both fresh and cryopreserved formats depending on the
customer’s preference. Since entering the regenerative medicine
market in late 2019, we have acquired 27 customers. The
regenerative medicine market represents 1.7% of our total revenue
in 2019, 2.1% in 2020, and approximately 5.4% in the nine months
ended September 30, 2021.
Our Supply Partners
Critical to the success of the iSpecimen Marketplace is the network
of healthcare providers who make their patients, samples, and data
available to researchers. This supply network was built over a
nine-year period and as of September 30, 2021, our supply network
consisted of more than 197 unique healthcare organizations and
biospecimen providers, including healthcare systems, community
hospitals, clinics, private practice groups, commercial
laboratories, blood centers, commercial biobanks, and cadaveric
donation centers. Our suppliers are located in 13 countries across
the Americas, Europe, and Asia.
Each supplier organization may give us access to one or more of the
following environments within their organization where specimens
may be obtained:
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Clinical labs — This environment
provides access to remnant biofluids and is typically found in
hospitals, commercial laboratories, clinics, and private practice
groups; |
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· |
Pathology labs — This environment
provides access to remnant tissue and remnant hematopoietic stem
and immune cells and typically exists within hospitals or
commercial laboratories; |
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Biorepositories — These
organizations typically reside within larger healthcare systems or
commercial organizations. Generally, they collect and store
specimens for unspecified future research purposes; |
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· |
Blood donor centers — These
organizations typically collect large volumes of blood and
derivatives for therapeutic or research purposes. They own and
operate donor centers and may manufacture a broad selection of
isolated cell types (fresh or cryopreserved) from consented donors
for research use; |
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Cadaveric donation centers — These
organizations receive whole cadavers and provide access to
cadaveric tissues, biofluids, and stem cells, specifically for
research purposes; and |
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· |
Clinical research centers — These
organizations within healthcare facilities or operating as
standalone entities provide access to subjects for research
programs. Patients may be approached and consented to provide
specimens when they are in for healthcare appointments (i.e.
patient encounters) or may be called in to specifically participate
in research projects. |
The iSpecimen Marketplace Solution
The iSpecimen Marketplace offers single-source access to millions
of human biospecimens and patients across a diverse network of
specimen providers quickly and compliantly, saving researchers time
and money in their specimen procurement process while making it
easier and more efficient for providers to get their specimens in
the hands of researchers who need them. Our iSpecimen Marketplace
technology makes it as easy to find specimens for research as it is
to find flights on a travel website. We have adopted many of the
same ease-of-use characteristics of these business-to-consumer, or
B2C, marketplaces, from simple guided searches, to the ability to
refine search criteria with sliders and checkboxes, to the ability
to add chosen items to a cart in order to purchase them, to online
order management. Our two-sided marketplace platform makes it easy
for researchers and healthcare providers to connect and transact,
introducing efficiencies into what is otherwise a very
time-consuming and manual process.
Our iSpecimen Marketplace technology is groundbreaking in the human
biospecimen procurement space. In a world where there are thousands
of biospecimen providers who typically rely upon e-mail and
spreadsheets to communicate with customers to manage the
bioprocurement process, our iSpecimen Marketplace offers a more
efficient user experience to life science researchers who are
looking for better ways to access research subjects, specimens, and
data, and to healthcare provider organizations, who are looking to
realize their missions of supporting research while augmenting
their bottom line.

"The iSpecimen Marketplace instantly shows researchers the
available specimens that meet their specific inclusion and
exclusion criteria."
As of September 30, 2021, we had more than 4,800 external
registered users on the iSpecimen Marketplace platform,
representing nearly 2,000 unique internet domains. Collectively,
these users logged into the iSpecimen Marketplace more than 103,000
times and performed more than 13,000 specimen searches yielding
more than 1,400 quote requests since the launch of the marketplace
in June 2017.
Planned Developments of our iSpecimen Marketplace
While the iSpecimen Marketplace currently supports our business
model of providing access to search, find, and acquire human
biospecimens and associated data from “inquiry to invoice” and
positions us for future expanded business model exploration, there
are a number of areas in which the iSpecimen Marketplace
functionality could be enhanced to better support our stakeholders,
including our prospects and customers, iSpecimen sales and
operations staff, and our supply partners. We believe with
additional investment in technology development resources, we could
make significant progress in scaling our iSpecimen Marketplace and,
by the end of 2022, we expect to have capabilities such as more
direct support for our prospective collections, deeper search and
workflow capabilities, and direct pricing availability in the
platform.
We plan to continue technology investment to better connect
healthcare researchers with our network of suppliers to enable the
acquisition of human biospecimens and data to help accelerate
research and expand the impact of our iSpecimen Marketplace
platform from “inquiry to invoice” through the following key
approaches:
|
· |
Enhance the customer
experience. By working with our prospects and
customers to understand their needs, we strive to provide a
platform that more easily enables them to specify and find human
biospecimens and data that meet the requirements of their
research. |
|
· |
Improve operational
efficiency. By measuring the results of our
operational workflows, we endeavor to reduce the friction and
manual efforts in our processes and systems. |
|
· |
Increase our supplier
engagement. By continuing to engage with our
supply partners to deliver solutions that make their interactions
with us more fulfilling, we become more seamlessly integrated into
their workflows and daily operations. |
We continue to prioritize and release updated versions of the
iSpecimen Marketplace platform in alignment with these approaches
and believe that continuing to focus on these approaches will
enable us to scale our business model more effectively.
Technology Components
The iSpecimen Marketplace technology is comprised of four major
functional areas: search; workflow; data; and administration and
reporting. We continue to invest in the evolution of these areas to
improve customer and supplier engagement with the platform; provide
operational efficiencies for our suppliers, our customers, and our
internal operations; and increase the liquidity of products and
services obtained through the platform. Our core business objective
is to retain and grow both researcher and supplier usage of our
platform to support biospecimen procurement, as well as to position
our Company to explore other adjacent business opportunities that
can benefit from the use of the iSpecimen Marketplace.
|
· |
Search. The
primary purpose of the iSpecimen Marketplace is to matchmake
between those with access to subjects, specimens, and data, and
those with a need for them to power their research. By entering
subject and sample selection requests through the iSpecimen
Marketplace, researchers can instantly search across the available
medical records of large populations within iSpecimen’s healthcare
provider network to create customized patient and specimen cohorts.
Researchers can specify their criteria and either refine and review
results to select specific specimens instantly, or they can request
that iSpecimen find patients, specimens, and associated data to
satisfy their needs when specimens do not currently exist in our
network. Using our own proprietary algorithms, we enable
researchers to explore both biospecimens that are currently
available and view projections of those that are likely to become
available in the future based on historic statistical analysis of
data.This allows researchers to quickly and easily determine how we
can fulfill their requirements, which is especially useful for
project planning and budgeting. |
|
· |
Workflow. Our workflow engine supports the
unique bioprocurement workflows of our suppliers, customers, and
internal iSpecimen operations users. For our suppliers, our ability
to easily integrate into their environments and automate key parts
of their bioprocurement workflow enables us to maintain a level of
engagement and responsiveness necessary to successfully deliver on
specimen requests from our research customers. We make it easy for
suppliers to list their specimens in our iSpecimen Marketplace by
receiving their data in the most commonly used data transmission
formats for healthcare data, such as HL7 feeds (a healthcare data
interchange standard), JSON files (a standard data interchange
format), and CSV files (a comma separated values file used for
tabular data), and then by harmonizing this data into standard
terminology sets that allows their specimens to be searchable by
our research customers. We provide these onboarding services at no
charge to our supply partners. Additionally, our iSpecimen
Marketplace technology enables suppliers to track and manage all of
their specimen requests from feasibility assessment through the
ordering and fulfillment process in a single web application,
thereby streamlining their bioprocurement workflow. Because the
work that we do with our suppliers is often a secondary concern to
their primary mission of providing patient care, we believe that
seamlessly integrating into their workflow is critical to its use
and ongoing success. |
|
· |
Data. We power search and orchestrate the procurement
workflow through our ability to acquire, ingest, generate, and use
big data from our healthcare provider partners. Working with a
global, centralized set of healthcare providers, we receive this
data in a variety of different formats and quality levels. We
de-identify, normalize, and harmonize our supplier network’s data
for usage in our iSpecimen Marketplace, ensuring the highest level
of patient privacy and compliance with HIPAA and other applicable
regulations that govern the research use of patient specimens and
data. As of September 30, 2021, the iSpecimen Marketplace had
ingested and harmonized data on nearly 14 million patients, 72
million clinical specimens, 1 million banked specimens, 570 million
laboratory test results, and 890,000 medical conditions.
|
|
|
|
|
· |
Administrative, Compliance, and Reporting.
Administration, compliance, and reporting functions are critical
components to enable users to properly evaluate and manage the
bioprocurement process. Our administrative capabilities include
functions such as user management to assign users and roles and
password management to ensure passwords are updated regularly,
among other capabilities. Compliance management includes manual and
technology-based processes that allow iSpecimen to track and manage
unique regulatory and legal requirements across customers and
suppliers (such as consent requirements versus consents granted,
required specimen and data uses versus allowable specimen and data
uses, resale or distribution requirements versus resale or
distribution rights) to make sure that customer requirements and
supplier requirements match before transferring specimens and data.
Additionally, we conduct regular audits of supply sites
capabilities and confirm that supply sites have Institutional
Review Board (“IRB”) (or equivalent) protocols in place where
required by law. Our reporting tools turn operational data into
useful information by enabling users to view operational data in
tables and other visualizations. Together, they help manage and
streamline administration, compliance, and operational
functions. |
Technology Development
The iSpecimen Marketplace software was developed over nine years
with more than 80 staff-years invested in research and development.
It comprises an orchestration of SaaS solutions, commercial and
open source components, and custom developed software deployed in
the cloud on a third-party hosting platform built and maintained
through a combination of full-time staff and outsourced partners.
The team uses agile practices to develop and improve the platform.
We continue to enhance and improve the performance, functionality,
and reliability of the iSpecimen Marketplace platform based on a
user-informed roadmap that is actively updated based on internal
and external feedback aligned with our goals.
The iSpecimen Marketplace relies on third parties for certain
technology to support development, delivery, and operations of the
platform including product management, software development, cloud
hosting, data processing, content mapping, and security services.
iSpecimen uses software (including source code) and other materials
that are distributed under a “free,” “open source,” or similar
licensing model, including software distributed under the Apache
License, Version 2.0, The MIT License, Mozilla Public License 2.0
(MPL-2.0), GNU General Public License version 2, GNU Lesser General
Public License version 2.1, Eclipse Public License 1.0 (EPL-1.0),
Common Development and Distribution License 1.0. In addition,
iSpecimen uses software and services from commercial providers. We
do not believe any of them are not generally commercially available
to us from other parties. iSpecimen does not have any technology
licensing contracts signed within the last two years upon which our
business is substantially dependent. We continue to evaluate
partners whose capabilities can help us deliver our iSpecimen
Marketplace solution in areas such as functionality, efficiency,
and security and expect to continue to leverage and consider
additional third-party capabilities in our ongoing Marketplace
development.
Our Competitive Strengths
When successfully implemented, online marketplaces are a highly
efficient supply chain that offer many advantages to both suppliers
and customers, including lower costs, reduced procurement
timeframes, increased revenue (for suppliers), increased access to
a large and growing supply network (for customers), and reduced
risks. While our iSpecimen Marketplace is driving these benefits
now, we believe they will become even more apparent when the
iSpecimen Marketplace achieves greater scale by the end of 2022,
when we expect to have capabilities such as more direct support for
our prospective collections, deeper search and workflow
capabilities, and direct pricing availability in the platform. As a
result of these advantages, as of September 30, 2021, we have
delivered more than 160,000 specimens in support of more than 2,100
unique customer projects since shipping our first specimens in
2012. We have also provided our healthcare provider partners with
more than $14 million in revenue during that time.
To date, we have been unable to operate the marketplace profitably.
For the nine months ended September 30, 2021 and the year ended
December 31, 2020, we reported net losses of $6,911,428 and
$4,652,084, respectively.
The Regulatory Environment
iSpecimen works with the healthcare industry and with clinical
researchers, both highly regulated environments in the United
States and other countries. Government departments and agencies, at
the federal, state, and local levels have regulations related to
research activities that involve human subjects as well as
regulations that govern the privacy and security of personal and
healthcare data about individuals, including the collection,
storage, and dissemination of that data. To support compliance with
regulations, we have both internal personnel and external resources
who provide us with expertise in various areas of compliance
including a Chief Information Security Officer, Chief Privacy
Officer, contracts manager, biospecimen counsel (external), general
counsel (external), IRB (external), and other employees with
expertise and oversight of site compliance, lab compliance, and
operational compliance.
Our Growth Strategy
We believe we will continue to accelerate our revenue growth by
improving and expanding our iSpecimen Marketplace platform to
become the most convenient, efficient, and trusted resource for
researchers to acquire, and suppliers to share research subjects,
biological samples, and data for life science research. We plan to
continue to build value by pursuing strategic objectives in five
key areas:
|
· |
Marketplace technology innovation. We
continue to innovate our proprietary iSpecimen Marketplace
technology with search and workflow automation features that
dramatically improve the buyer’s journey of searching for and
compliantly acquiring annotated biospecimens from “inquiry to
invoice”, and the supplier’s journey of sharing patient and
specimen data, confirming project feasibility, and fulfilling
orders; |
|
|
|
|
· |
Increased patient data. Healthcare data is
an important underlying asset of our marketplace business model.
Gaining access to increasing levels of healthcare data at our
supply partner organizations will allow us to increase the
efficiency of our operations from inquiry-to-invoicing while also
accelerating the overall biospecimen procurement process.
Additionally, our ability to use increasing volumes of patient data to identify and
engage with patients for biospecimen research also provides
additional opportunities to move into adjacent spaces — including
recurring revenue business models — such as premium search
subscriptions, patient data subscriptions, the patient recruitment
for clinical trials, and software licensing; |
|
● |
Supply chain expansion. In order to
better support worldwide research, we continue to increase access
to global patient populations, inventories of banked specimens,
patient data, and prospective collection capabilities by expanding
our network of high-value suppliers combined with a direct- to-
patient specimen collection capability. We are agile in identifying
and onboarding new global supply partners who can provide specimens
and related services to meet rapidly emerging market needs such as
our recent expansion into COVID-19 biomaterials for SARs-CoV-2
research, and into diagnostic, vaccine, and therapeutic
development; |
|
|
|
|
● |
High growth markets. We are focusing on
servicing high growth market sectors such as COVID-19 research,
precision medicine, regenerative medicine, biopharma/vaccine
development, diagnostics development (e.g. oncology liquid biopsy
and infectious disease), and specialized areas of life science
research (e.g. cancer and autoimmune disease); and |
|
|
|
|
● |
Organizational capacity. We continue to strengthen our organizational
capacity with the right experience, training, skill sets, and
resources for developing our iSpecimen Marketplace platform,
expanding our marketplace of high-value suppliers and customers
located in key geographies, ensuring regulatory compliance, and
tracking key performance indicators while fostering a data- driven
mindset. |
|
|
|
Additionally, we have deployed a multi-faceted go-to-market
strategy to support our customer and supplier growth initiatives.
This strategy includes a focus on:
|
· |
Sales and Marketing capabilities.
Our sales organization will continue
to grow and evolve to better focus on targeted market sectors and
key stages of sales development to increase sales funnel conversion
rates; |
|
· |
High value customers and suppliers.
We will continue to grow and retain
high-value customers and suppliers by delivering excellent service
and pursuing deeper relationships. For example, we are developing
preferred supplier contracts to increase purchase volume, customer
retention/loyalty, and growth in the number of researchers served
within a parent account. We are also investing more resources in
customer service personnel, site management personnel, and related
processes; and |
|
· |
Channel partners.
We will continue to collaborate with
channel partners located in key non-U.S. markets to reach more
end-users of biospecimens and data, strengthen our brand
visibility, increase market share, and drive iSpecimen Marketplace
utilization. These partnerships also help mitigate our risk of
sales volatility in the case of an economic downturn or other
factors that negatively impact sales and market demand in the
U.S. |
We have articulated our growth plan using a strategy map balanced
scorecard approach which identifies strategic objectives and
connects internal processes with desired outcomes that align with
our mission and vision.
COVID-19 Impact
On January 30, 2020, the WHO announced a global health emergency
because of a new strain of coronavirus (COVID-19) originating in
Wuhan, China and the risks to the international community as the
virus spread globally beyond its point of origin. In March 2020,
the WHO classified the COVID-19 outbreak as a pandemic, based on
the rapid increase in exposure globally. The pandemic had and still
has both positive and negative effects on iSpecimen’s business.
On the downside, starting in March 2020, COVID-19 affected our
supply chain’s ability to fulfill specimen requests. As healthcare
providers dealt with the COVID-19 pandemic, many temporarily
shuttered their research operations, including biospecimen
collection capabilities, as they deployed resources to more
critical parts of their organization or their employees stayed home
to support social distancing measures. As a result, by April 1,
2020, more than 40% of our worldwide supply was fully-disabled,
(i.e. these suppliers had halted the fulfillment of specimen
requests); more than 40% was partially-disabled, (i.e. these
suppliers were fulfilling specimen requests at a slower rate than
before the pandemic); and less than 15% was fully- operational.
Consequently, the overall rate at which we could fulfill specimen
requests was slowed due to COVID-19 and during the three months
beginning April 2020, while our purchase order value increased by
more than 300% compared to same period in 2019, our revenue
increased by less than 35% compared to the same period in 2019.
However, over the course of the pandemic, many supply sites began
to recover and became operational by August and even more so by
November 2020.
On the positive side, a new market for COVID-19 samples emerged as
a result of the pandemic and we responded to the demand and matched
requests for COVID-19 specimens to supply sites in areas of
outbreak. As a result, COVID-19 specimens accounted for more than
35% of our purchase orders in 2020 and more than 35% of our
purchase orders in the nine months period ended September 30, 2021.
We also employed a mobile phlebotomy service provider to allow us
to collect specimens from research subjects in their homes should
this pandemic or other circumstances in the future drive more
social distancing that limits our supply sites’ ability to collect
specimens.
These actions helped us to grow revenue by 57% in the nine months
ended September 30, 2021, when compared to the nine months ended
September 30, 2020.
In addition, in May 2020, we applied for and received a loan in the
amount of $783,008 from the Paycheck Protection Program under the
CARES Act, and in January 2021 the loan was fully forgiven.
Recent Developments
Term Loan from Bridge Bank
On August 13, 2021, we entered into a Loan and Security
Agreement (the “Loan and Security Agreement”) with Bridge Bank, a
division of Western Alliance Bank (“Bridge Bank”). Pursuant to the
Loan and Security Agreement, Bridge Bank provided us with a term
loan facility in the maximum principal amount of $5,000,000,
including (i) a $3,500,000 term loan advanced at the closing
and (ii) a $1,500,000 term loan available upon the Company’s
request, subject to certain conditions for the 18-month period
following the Closing Date. Amounts outstanding under the Loan and
Security Agreement bear interest at a per annum rate equal to the
prime rate plus 0.75%. In addition, the Company is also required to
pay customary fees and expenses. At closing, the proceeds of the
term loan facility were used to repay in full the outstanding
indebtedness under secured promissory notes issued by the Company
from 2018 through 2020 (the “Bridge Notes”), including
amounts owed to related parties (the “Related Party Bridge
Notes”).
The Loan and Security Agreement requires payments of interest only
through February 2023. Beginning on March 10, 2023, the
Company is required to make monthly payments of principal and
interest, based on a 30-month amortization schedule. All amounts
outstanding under the Loan and Security Agreement will become due
and payable on August 10, 2025. The obligations under the Loan
and Security Agreement are secured by substantially all of the
assets of the Company except for the Company’s intellectual
property.
In connection with the Loan and Security Agreement, the Company
issued Bridge Bank a warrant to purchase up to 12,500 shares of the
Company’s Common Stock at an exercise price of $8.00 per share (the
“Lender Warrant”).
December 2021 Private Placement
On December 1, 2021, we closed a private placement where we issued
shares and warrant shares to stockholders.
Emerging Growth Company under the JOBS Act
As a company with less than $1.07 billion in revenue during our
last fiscal year, we qualify as an “emerging growth company” under
the Jumpstart Our Business Startups Act of 2012, or the JOBS Act.
As an emerging growth company, we have elected to take advantage of
reduced reporting requirements and are relieved of certain other
significant requirements that are otherwise generally applicable to
public companies. As an emerging growth company:
|
● |
we
may present only two years of audited financial statements and only
two years of related Management’s Discussion and Analysis of
Financial Condition and Results of Operations; |
|
● |
we
are exempt from the requirement to obtain an attestation and report
from our auditors on whether we maintained effective internal
control over financial reporting under the Sarbanes-Oxley
Act; |
|
|
|
|
● |
we
are permitted to provide less extensive disclosure about our
executive compensation arrangements; and |
|
|
|
|
● |
we
are not required to give our stockholders non-binding advisory
votes on executive compensation or golden parachute
arrangements. |
We may take advantage of these provisions until December 31, 2025
(the last day of the fiscal year following the fifth anniversary of
our initial public offering) if we continue to be an emerging
growth company. We would cease to be an emerging growth company if
we have more than $1.07 billion in annual revenue, have more than
$700 million in market value of our shares held by non-affiliates
or issue more than $1.0 billion of non-convertible debt over a
three-year period. We may choose to take advantage of some but not
all of these reduced burdens. We have elected to provide two years
of audited financial statements. Additionally, we have elected to
take advantage of the extended transition period provided in
Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or
the Securities Act, for complying with new or revised accounting
standards that have different effective dates for public and
private companies until the earlier of the date we (i) are no
longer an emerging growth company or (ii) affirmatively and
irrevocably opt out of the extended transition period provided in
Section 7(a)(2)(B) of the Securities Act.
Corporate Information
Our principal offices are located at 450 Bedford Street, Lexington
MA 02420 and our telephone number is (781) 301-6700. Our website is
www.ispecimen.com. Our website and the information on or
that can be accessed through such website are not part of this
prospectus.
The Offering
Outstanding Common Stock |
|
8,729,532 shares of Common Stock outstanding as of December 14,
2021. |
|
|
Common Stock Offered |
|
Up to 612,190 shares of Common Stock for sale by
the Selling Stockholders for their own account. |
|
|
Selling Stockholders |
|
The Selling Stockholders are set forth in the
section of this prospectus entitled “Selling
Stockholders.” |
Proceeds |
|
We will not receive any proceeds from
the sale of our Common Stock by the Selling Stockholders. However,
we will receive the exercise price of any Common Stock issued to
the Selling Stockholders upon cash exercise by them of options held
by them. We would expect to use the proceeds, if any, for general
working capital purposes. See “Use of Proceeds.” |
|
|
Risk Factors |
|
The securities offered hereby are speculative and
involve a significant degree of risk. See “Risk
Factors.” |
|
|
Nasdaq Capital Market Symbol |
|
ISPC |
RISK FACTORS
Investing in our Common Stock is speculative and involves
significant risks. Before making a decision to invest in our
Common Stock, investors are urged to review the risk factors set
forth under the caption “Risk Factors” in our Prospectus filed
pursuant to Rule 424(b)(4) filed with the SEC on
June 21, 2021 and our other public filings made with the SEC
which are incorporated by reference into this prospectus.
USE OF PROCEEDS
We will not receive any proceeds from the resale of our Common
Stock by the Selling Stockholders pursuant to this prospectus.
However, we will receive the exercise price of any Common Stock
issued to the Selling Stockholders upon cash exercise by them of
options held by them. We would expect to use these proceeds, if
any, for general working capital purposes. We have agreed to pay
the expenses of registration of these shares.
SELLING STOCKHOLDERS
The following table sets forth (a) the aggregate of the number of
shares of Common Stock beneficially owned by each Selling
Stockholder as of the date of this prospectus; (b) the number of
shares of Common Stock that each Selling Stockholder may offer for
sale from time to time pursuant to this prospectus, whether or not
such Selling Stockholder has a present intention to do so; and (c)
the number of shares of Common Stock to be beneficially owned by
each Selling Stockholder following the sale of all shares that may
be so offered pursuant to this prospectus, assuming no other change
in ownership of Common Stock by such Selling Stockholder after the
date of this prospectus. Unless otherwise indicated, beneficial
ownership is direct and the person indicated has sole voting and
investment power. To our knowledge, none of our officers and
directors have a present intention to offer shares of Common stock
for sale, although they retain the right to do so.
In addition to the Selling Stockholders named in the below table,
there are certain non-affiliates of the Company, each of whom is
offering and may sell up to 1,000 shares of Common Stock, which are
“restricted securities,” and may use this prospectus for reoffers
and resales of such shares of Common Stock.
Inclusion of an individual’s name in the table below does not
constitute an admission that such individual is an “affiliate” of
the Company.
Selling Stockholder |
|
Number of
Shares
Beneficially
Owned Prior
to
Resale(1) |
|
|
Percent of
Shares
Beneficially
Owned
Prior to
Resale(2) |
|
|
Number of
Shares
Offered for
Resale |
|
|
Number of
Shares
Beneficially
Owned After
Resale |
|
|
Percent of
Shares
Beneficially
Owned After
Resale(2)
|
|
Andrew Ross(3) |
|
|
1,329,759 |
|
|
|
15.2 |
% |
|
|
16,025 |
|
|
|
1,313,734 |
|
|
|
15.0 |
% |
Benjamin
Bielak(4) |
|
|
32,799 |
|
|
|
* |
|
|
|
54,619 |
|
|
|
0 |
|
|
|
* |
|
Christopher Ianelli(5) |
|
|
415,395 |
|
|
|
4.7 |
% |
|
|
104,698 |
|
|
|
310,697 |
|
|
|
3.6 |
% |
Jill
Mullan(6) |
|
|
225,066 |
|
|
|
2.6 |
% |
|
|
141,680 |
|
|
|
84,626 |
|
|
|
1.0 |
|
John
Brooks(7) |
|
|
1,250 |
|
|
|
* |
|
|
|
16,025 |
|
|
|
0 |
|
|
|
- |
|
Margaret
Lawrence(8) |
|
|
1,250 |
|
|
|
* |
|
|
|
16,025 |
|
|
|
0 |
|
|
|
- |
|
Steven
Gullans(9) |
|
|
5,758 |
|
|
|
* |
|
|
|
16,025 |
|
|
|
0 |
|
|
|
- |
|
Tracy
Curley(10) |
|
|
17,575 |
|
|
|
* |
|
|
|
37,879 |
|
|
|
0 |
|
|
|
* |
|
George
Scholl(11) |
|
|
843,231 |
|
|
|
9.7 |
% |
|
|
16,025 |
|
|
|
827,206 |
|
|
|
9.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Andrew Brooks |
|
|
4,508 |
|
|
|
* |
|
|
|
4,508 |
|
|
|
0 |
|
|
|
- |
|
Brad Callow |
|
|
9,219 |
|
|
|
* |
|
|
|
9,219 |
|
|
|
0 |
|
|
|
- |
|
Bruce Cranna |
|
|
25,607 |
|
|
|
* |
|
|
|
25,607 |
|
|
|
0 |
|
|
|
- |
|
Cal Ross |
|
|
1,236 |
|
|
|
* |
|
|
|
1,236 |
|
|
|
0 |
|
|
|
- |
|
Carly Lejnieks |
|
|
1,069 |
|
|
|
* |
|
|
|
1,069 |
|
|
|
0 |
|
|
|
- |
|
Christine Power |
|
|
1,896 |
|
|
|
* |
|
|
|
1,896 |
|
|
|
0 |
|
|
|
- |
|
David Wages |
|
|
18,213 |
|
|
|
* |
|
|
|
18,213 |
|
|
|
0 |
|
|
|
- |
|
Dawn Michelle |
|
|
23,205 |
|
|
|
* |
|
|
|
23,205 |
|
|
|
0 |
|
|
|
- |
|
Edwin Trautman |
|
|
4,508 |
|
|
|
* |
|
|
|
4,508 |
|
|
|
0 |
|
|
|
- |
|
Eric Langlois |
|
|
3,604 |
|
|
|
* |
|
|
|
3,604 |
|
|
|
0 |
|
|
|
- |
|
Hans Boerma |
|
|
2,461 |
|
|
|
* |
|
|
|
2,461 |
|
|
|
0 |
|
|
|
- |
|
Joseph Ianelli |
|
|
31,559 |
|
|
|
* |
|
|
|
31,559 |
|
|
|
0 |
|
|
|
- |
|
Madhu Valluri |
|
|
5,351 |
|
|
|
* |
|
|
|
5,351 |
|
|
|
0 |
|
|
|
- |
|
Martin Ferguson |
|
|
1,690 |
|
|
|
* |
|
|
|
1,690 |
|
|
|
0 |
|
|
|
- |
|
Mayank Trivedi |
|
|
16,230 |
|
|
|
* |
|
|
|
16,230 |
|
|
|
0 |
|
|
|
- |
|
Michael Kaufman |
|
|
2,461 |
|
|
|
* |
|
|
|
2,461 |
|
|
|
0 |
|
|
|
- |
|
Michael Pierce |
|
|
3,606 |
|
|
|
* |
|
|
|
3,606 |
|
|
|
0 |
|
|
|
- |
|
Robert Allard |
|
|
18,034 |
|
|
|
* |
|
|
|
18,034 |
|
|
|
0 |
|
|
|
- |
|
Robert Khederian |
|
|
2,705 |
|
|
|
* |
|
|
|
2,705 |
|
|
|
0 |
|
|
|
- |
|
Robert Whelan |
|
|
2,705 |
|
|
|
* |
|
|
|
2,705 |
|
|
|
0 |
|
|
|
- |
|
Ron Ribitzky |
|
|
3,043 |
|
|
|
* |
|
|
|
3,043 |
|
|
|
0 |
|
|
|
- |
|
Stephanie Flood |
|
|
1,082 |
|
|
|
* |
|
|
|
1,082 |
|
|
|
0 |
|
|
|
- |
|
Total |
|
|
|
|
|
|
|
|
|
|
602,993 |
(12) |
|
|
|
|
|
|
|
|
*less than 1%
(1) |
The numbers of shares owned prior to resale by
each Selling Stockholder includes (i) the aggregate of shares of
Common Stock of each Selling Stockholders under the 2010 Plan, the
2013 Plan, and the 2021 Plan, registered pursuant to this
prospectus for resale. |
(2) |
Percentage is
computed with reference to 8,729,532 shares of our Common Stock
outstanding as of December 14, 2021, and assumes for each Selling
Stockholder the sale of all shares offered by that particular
Selling Stockholder under this Prospectus. |
(3) |
Includes 1,250
shares of common stock issuable upon vesting of RSUs, which vest
within 60 days of December 9, 2021. Does not include 1,250 shares
of common stock issuable upon vesting of RSUs, which do not vest
within 60 days of December 9, 2021. Additionally, does not include
13,525 shares of common stock issuable upon exercise of vested
stock options at an exercise price of $8.00 per share, none of
which are exercisable within 60 days of December 9, 2021. |
(4) |
Includes 2,930
shares of common stock issuable upon exercise of vested stock
options at an exercise price of $1.00 per share, all of which are
exercisable within 60 days of December 9, 2021. Does not include
37,880 shares of common stock issuable upon vesting of RSUs, which
do not vest within 60 days of December 9, 2021. Additionally, does
not include 4,340 shares of common stock issuable upon exercise of
vested stock options at an exercise price of $1.00 per share, none
of which are exercisable within 60 days of December 9, 2021. |
(5) |
Includes 51,205
shares of common stock issuable upon exercise of vested stock
options at an exercise price of $1.00 per share, all of which are
exercisable within 60 days of December 9, 2021. Does not include
41,668 shares of common stock issuable upon vesting of RSUs, which
do not vest within 60 days of December 9, 2021. Additionally, does
not include 1,409 shares of common stock issuable upon exercise of
vested stock options at an exercise price of $1.00 per share, none
of which are exercisable within 60 days of December 9, 2021. |
(6) |
Includes 88,187
shares of common stock issuable upon exercise of vested stock
options at an exercise price of $1.00 per share, all of which are
exercisable within 60 days of December 9, 2021. Does not include
41,668 shares of common stock issuable upon vesting of RSUs, which
do not vest within 60 days of December 9, 2021. Additionally, does
not include 1,409 shares of common stock issuable upon exercise of
vested stock options at an exercise price of $1.00 per share, none
of which are exercisable within 60 days of December 9, 2021. |
(7) |
Includes 1,250
shares of common stock issuable upon vesting of RSUs, which vest
within 60 days of December 9, 2021. Does not include 1,250 shares
of common stock issuable upon vesting of RSUs, which do not vest
within 60 days of December 9, 2021. Additionally, does not include
13,525 shares of common stock issuable upon exercise of vested
stock options at an exercise price of $8.00 per share, none of
which are exercisable within 60 days of December 9, 2021. |
(8) |
Consists of
843,231 shares of common stock owned by OBF Investments. Mr. Scholl
is the President and Chief Includes 1,250 shares of common stock
issuable upon vesting of RSUs, which vest within 60 days of
December 9, 2021. Does not include 1,250 shares of common stock
issuable upon vesting of RSUs, which do not vest within 60 days of
December 9, 2021. Additionally, does not include 13,525 shares of
common stock issuable upon exercise of vested stock options at an
exercise price of $8.00 per share, none of which are exercisable
within 60 days of December 9, 2021. |
(9) |
Includes 1,250
shares of common stock issuable upon vesting of RSUs, which vest
within 60 days of December 9, 2021. Additionally, includes 4,508
shares of common stock issuable upon exercise of vested stock
options at an exercise price of $3.83 per share, all of which are
exercisable within 60 days of December 9, 2021. Does not include
1,250 shares of common stock issuable upon vesting of RSUs, which
do not vest within 60 days of December 9, 2021. Additionally, does
not include 9,017 shares of common stock issuable upon exercise of
vested stock options at an exercise price of $3,83 per share, none
of which are exercisable within 60 days of December 9, 2021. |
(10) |
Does not include
30,304 shares of common stock issuable upon vesting of RSUs, which
do not vest within 60 days of December 9, 2021. |
(11) |
Consists of
843,231 shares of common stock owned by OBF Investments. Mr. Scholl
is the President and Chief Executive Officer of OBF Investments,
and therefore, may be deemed to hold voting and dispositive power
of the securities held by OBF Investments. Includes 1,250 shares of
common stock issuable upon vesting of RSUs, which vest within 60
days of December 9, 2021. Does not include 1,250 shares of common
stock issuable upon vesting of RSUs, which do not vest within 60
days of December 9, 2021. Additionally, does not include 13,525
shares of common stock issuable upon exercise of vested stock
options at an exercise price of $8.00 per share, none of which are
exercisable within 60 days of December 9, 2021. |
(12) |
Does not include
certain non-affiliates of the Company, each of whom is offering and
may sell up to 1,000 shares of Common Stock. |
We may supplement this prospectus from time to time as required by
the rules of the Securities and Exchange Commission to include
certain information concerning the security ownership of the
Selling Stockholders or any new Selling Stockholders, the number of
securities offered for resale and the position, office or other
material relationship which a Selling Stockholder has had with us
or our affiliates and predecessors within the past three years.
PLAN OF
DISTRIBUTION
In this section of the prospectus, the term “Selling Stockholder”
means and includes:
|
● |
the
persons identified in the table above as the Selling
Stockholders; |
|
● |
those
persons whose identities are not known as of the date hereof but
may in the future be eligible to receive options under the 2010
Plan, the 2013 Plan or the 2021 Plan; and |
|
● |
any
of the donees, pledgees, distributees, transferees or other
successors in interest of those persons referenced above who may:
(a) receive any of the shares of our Common Stock offered hereby
after the date of this prospectus and (b) offer or sell those
shares hereunder. |
The shares of our Common Stock offered by this prospectus may be
sold from time to time directly by the Selling Stockholders.
Alternatively, the Selling Stockholders may from time to time offer
such shares through underwriters, brokers, dealers, agents or other
intermediaries. The Selling Stockholders as of the date of this
prospectus have advised us that there were no underwriting or
distribution arrangements entered into with respect to the Common
Stock offered hereby. The distribution of the Common Stock by the
Selling Stockholders may be effected: in one or more transactions
that may take place on The Nasdaq Capital Market (including one or
more block transactions) through customary brokerage channels,
either through brokers acting as agents for the Selling
Stockholders, or through market makers, dealers or underwriters
acting as principals who may resell these shares on The Nasdaq
Capital Market; in privately-negotiated sales; by a combination of
such methods; or by other means. These transactions may be effected
at market prices prevailing at the time of sale, at prices related
to such prevailing market prices or at other negotiated prices.
Usual and customary or specifically negotiated brokerage fees or
commissions may be paid by the Selling Stockholders in connection
with sales of our Common Stock.
The Selling Stockholders may enter into hedging transactions with
broker-dealers in connection with distributions of the shares or
otherwise. In such transactions, broker-dealers may engage in short
sales of the shares of our Common Stock in the course of hedging
the positions they assume with the Selling Stockholders. The
Selling Stockholders also may sell shares short and redeliver the
shares to close out such short positions. The Selling Stockholders
may enter into option or other transactions with broker-dealers
which require the delivery to the broker-dealer of shares of our
Common Stock. The broker-dealer may then resell or otherwise
transfer such shares of Common Stock pursuant to this
prospectus.
The Selling Stockholders also may lend or pledge shares of our
Common Stock to a broker-dealer. The broker-dealer may sell the
shares of Common Stock so lent, or upon a default the broker-dealer
may sell the pledged shares of Common Stock pursuant to this
prospectus. Any securities covered by this prospectus which qualify
for sale pursuant to Rule 144 may be sold under Rule 144 rather
than pursuant to this prospectus.
The Selling Stockholders have advised us that they have not entered
into any agreements, understandings or arrangements with any
underwriters or broker-dealers regarding the sale of their
securities. There is no underwriter or coordinating broker acting
in connection with the proposed sale of shares of Common Stock the
Selling Stockholders.
Although the shares of Common Stock covered by this prospectus are
not currently being underwritten, the Selling Stockholders or their
underwriters, brokers, dealers or other agents or other
intermediaries, if any, that may participate with the selling
security holders in any offering or distribution of Common Stock
may be deemed “underwriters” within the meaning of the Securities
Act and any profits realized or commissions received by them may be
deemed underwriting compensation thereunder.
Under applicable rules and regulations under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), any person
engaged in a distribution of shares of the Common Stock offered
hereby may not simultaneously engage in market making activities
with respect to the Common Stock for a period of up to five days
preceding such distribution. The Selling Stockholders will be
subject to the applicable provisions of the Exchange Act and the
rules and regulations promulgated thereunder, including without
limitation Regulation M, which provisions may limit the timing of
purchases and sales by the Selling Stockholders.
In order to comply with certain state securities or blue sky laws
and regulations, if applicable, the Common Stock offered hereby
will be sold in such jurisdictions only through registered or
licensed brokers or dealers. In certain states, the Common Stock
may not be sold unless they are registered or qualified for sale in
such state, or unless an exemption from registration or
qualification is available and is obtained.
There can be no assurance that the Selling Stockholders will sell
any or all of the securities offered by them hereby.
LEGAL MATTERS
The validity of the securities being offered herein has been passed
upon for us by Ellenoff Grossman & Schole LLP, New York, New
York.
EXPERTS
"The financial statements of iSpecimen, Inc. as of December 31,
2020 and 2019 and for the years then ended, have been incorporated
by reference herein in reliance upon the report of Wolf &
Company, P.C., independent registered public accounting firm,
incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing."
WHERE YOU CAN FIND MORE
INFORMATION
We have filed with the SEC a registration statement under the
Securities Act of 1933, as amended, with respect to the shares of
Common Stock offered hereby. This prospectus, which constitutes a
part of the registration statement, does not contain all of the
information set forth in the registration statement or the exhibits
and schedules filed therewith. For further information about us and
the Common Stock offered hereby, we refer you to the registration
statement, the documents incorporated by reference herein and the
exhibits and schedules filed thereto. Statements contained or
incorporated by reference in this prospectus regarding the contents
of any contract or any other document that is filed as an exhibit
to the registration statement are not necessarily complete, and
each such statement is qualified in all respects by reference to
the full text of such contract or other document filed as an
exhibit to the registration statement. The SEC maintains an
Internet website that contains reports, proxy statements and other
information about registrants, like us, that file electronically
with the SEC. The address of that site is www.sec.gov.
We are subject to the information and periodic reporting
requirements of the Exchange Act and, in accordance therewith, we
file periodic reports, proxy statements and other information with
the SEC. Such periodic reports, proxy statements and other
information is available for inspection and copying at the public
reference room and website of the SEC referred to above. We
maintain a website at www.ispecimen.com. You may access our
Registration Statement on Form S-1, quarterly reports on Form 10-Q,
current reports on Form 8-K, and amendments to those reports filed
or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act
with the SEC free of charge at our website as soon as reasonably
practicable after such material is electronically filed with, or
furnished to, the SEC. The reference to our website address does
not constitute incorporation by reference of the information
contained on our website, and you should not consider the contents
of our website in making an investment decision with respect to our
Common Stock.
INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE
The SEC allows us to incorporate by reference the information we
file with it, which means that we can disclose important
information to you by referring you to another document that we
have filed separately with the SEC. You should read the information
incorporated by reference herein because it is an important part of
this prospectus. We incorporate by reference into this prospectus
and the registration statement of which this prospectus is a part
the information or documents listed below that we have filed with
the SEC:
|
●
|
Our Quarterly Reports on Form 10-Q for the quarter ended September
30, 2021, filed with the SEC on November 4, 2021 and the quarter
ended June 30, 2021, filed with the SEC on August 8, 2021; and
|
|
|
|
|
● |
Our Current Reports on Form 8-K, filed with the SEC on June 22, 2021, July 1, 2021, August 16, 2021, November 29, 2021 and December 2, 2021.
|
We also incorporate by reference any future filings (other than
current reports furnished under Item 2.02 or Item 7.01 of Form 8-K
and exhibits filed on such form that are related to such items
unless such Form 8-K expressly provides to the contrary) made with
the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act, until we file a post-effective amendment that
indicates the termination of the offering of the securities made by
this prospectus, which will become a part of this prospectus from
the date that such documents are filed with the SEC. Information in
such future filings updates and supplements the information
provided in this prospectus. Any statements in any such future
filings will automatically be deemed to modify and supersede any
information in any document we previously filed with the SEC that
is incorporated or deemed to be incorporated herein by reference to
the extent that statements in the later-filed document modify or
replace such earlier statements. In addition to being able to
access any or all of the documents incorporated by reference into
this prospectus but not delivered with the prospectus, including
exhibits that are specifically incorporated by reference into such
documents on our website at https://ispecimen.com we will furnish
without charge to each person, including any beneficial owner, to
whom a prospectus is delivered, upon written or oral request, a
copy of such documents. You should direct any requests for
documents to:
iSpecimen Inc.
Attn: Christopher Ianelli, Chief Executive Officer
450 Bedford Street
Lexington, MA 02420
You should rely only on the information contained or
incorporated by reference in this document. We have not authorized
anyone to provide you with information that is different. This
document may only be used where it is legal to sell these
securities. The information in this document may only be accurate
on the date of this document.
Additional risks and uncertainties not presently known or that
are currently deemed immaterial may also impair our business
operations. The risks and uncertainties described in this document
and other risks and uncertainties which we may face in the future
will have a greater impact on those who purchase our common stock.
These purchasers will purchase our common stock at the market price
or at a privately negotiated price and will run the risk of losing
their entire investment.
ISPECIMEN INC.
612,190 shares
Common Stock
REOFFER PROSPECTUS
December 16, 2021
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item
3. |
Incorporation of Documents by
Reference. |
Included in the prospectus which is part of this registration
statement.
Item
4. |
Description of
Securities. |
Not applicable.
Item
5. |
Interests of Named Experts and
Counsel. |
Not applicable.
Item
6. |
Indemnification of Directors
and Officers. |
Our Certificate of Incorporation and bylaws provide that, to the
fullest extent permitted by the laws of the State of Delaware, any
officer or director of our company, who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he/she
is or was or has agreed to serve at our request as a director,
officer, employee or agent of our company, or while serving as a
director or officer of our company, is or was serving or has agreed
to serve at the request of our company as a director, officer,
employee or agent (which includes service as a trustee, partner or
manager or similar capacity) of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise, or
by reason of any action alleged to have been taken or omitted in
such capacity. For the avoidance of doubt, the foregoing
indemnification obligation includes, without limitation, claims for
monetary damages against Indemnitee to the fullest extent permitted
under Section 145 of the Delaware General Corporation Law as in
existence on the date hereof.
The indemnification provided shall be from and against expenses
(including attorneys’ fees) actually and reasonably incurred by a
director or officer in defending such action, suit or proceeding in
advance of its final disposition, upon receipt of an undertaking by
or on behalf of such person to repay all amounts advanced if it
shall ultimately be determined by final judicial decision from
which there is no further right to appeal that such person is not
entitled to be indemnified for such expenses under our certificate
of incorporation and bylaws or otherwise.
To the extent that indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers or
persons controlling our company pursuant to the foregoing
provisions, we have been informed that, in the opinion of the SEC,
such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable. If a claim for
indemnification against such liabilities (other than the payment by
us of expenses incurred or paid by a director, officer or
controlling person of our company in the successful defense of any
action, suit or proceeding) is asserted by any of our directors,
officers or controlling persons in connection with the securities
being registered, we will, unless in the opinion of our counsel the
matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such
indemnification by us is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of
that issue.
Item
7. |
Exemption from Registration
Claimed. |
Not applicable.
See Exhibit Index.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement
(i) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the registrant’s annual report pursuant to section 13(a)
or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan’s annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
EXHIBIT INDEX
(1)
|
Filed as an Exhibit to the Company’s Registration Statement on Form
S-1/A (File No. 333-250198) with the SEC on December 31, 2020
|
|
|
(2) |
Filed as an Exhibit to the Company’s Quarterly Report on Form
10-Q for the quarter ended June 30, 2021, with the SEC on August
10, 2021. |
|
|
* |
Filed
herewith |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the city of
Massachusetts, State of Delaware, on December 16, 2021.
|
ISPECIMEN,
INC. |
|
|
|
|
By: |
/s/ Christopher Ianelli |
|
|
Christopher Ianelli |
|
|
Chief Executive Officer and
President |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Christopher
Ianelli as his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments and
registration statements filed pursuant to Rule 462(b) under the
Securities Act of 1933) to this Registration Statement and to file
the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite
and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that each of said attorney-in-fact and
agent or his substitutes or substitute, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Form S-8 has been signed by the following persons in the capacities
indicated on December 16, 2021.
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ Christopher Ianelli |
|
Chief
Executive Officer, President and |
|
December 16, 2021 |
Christopher Ianelli |
|
Director (Principal Executive
Officer) |
|
|
|
|
|
|
|
/s/ Tracy Curley |
|
Chief
Financial Officer and Treasurer |
|
December 16, 2021 |
Tracy Curley |
|
(Principal Financial and Accounting
Officer) |
|
|
|
|
|
|
|
/s/ Jill Mullan |
|
Chief
Operating Officer, Secretary and Director |
|
December 16, 2021 |
Jill Mullan |
|
|
|
|
|
|
|
|
|
/s/ Andrew L. Ross |
|
Director |
|
December 16, 2021 |
Andrew L. Ross |
|
|
|
|
|
|
|
|
|
/s/ George “Bud”Scholl |
|
Director |
|
December 16, 2021 |
George “Bud” Scholl |
|
|
|
|
|
|
|
|
|
/s/ Steven Gullans |
|
Director |
|
December 16, 2021 |
Steven Gullans |
|
|
|
|
|
|
|
|
|
/s/ John L. Brooks III |
|
Director |
|
December 16, 2021 |
John L. Brooks III |
|
|
|
|
|
|
|
|
|
/s/ Maragaret H. Lawrence |
|
Director |
|
December 16, 2021 |
Maragaret H. Lawrence |
|
|
|
|
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