Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 23, 2023

iSpecimen Inc.

(Exact name of registrant as specified in its charter)

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

450 Bedford Street
Lexington, MA 02420

(Address of principal executive offices, including zip code)

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

Not Applicable

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

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

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

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

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

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

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

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

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

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02.

Results of Operations and Financial Condition.

On October 23, 2023, iSpecimen Inc., a Delaware corporation (the “Company”), issued a press release (“Preliminary Earnings Release”) announcing certain preliminary financial and operating results for the quarter ended September 30, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. You are advised that financial information in the Preliminary Earnings Release for the quarter ended September 30, 2023 is still under review and may differ once reported in the Company’s unaudited condensed financial statements for the quarter ended September 30, 2023 to be filed by the Company with its Quarterly Report on Form 10-Q on or around November 2, 2023.

The Preliminary Earnings Release contains certain statements and information that speak to the Company’s expectations or predictions of the future. These statements and information may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements are subject to risks and uncertainties, many of which are beyond the Company’s control, which could cause the Company’s actual results to differ materially from those expressed in or implied by these statements. Please see the Company’s disclosures regarding risk factors and forward-looking statements in its filings with the Securities and Exchange Commission (the “SEC”) (including its Current Reports on Form 8-K, Quarterly Reports on Form 10-Q, and most recent Annual Report on Form 10-K, as amended) for a discussion of the known material factors that could cause the Company’s actual results to differ materially from those indicated or implied by such forward-looking statements.

The information in this Item 2.02 and Exhibit 99.1 attached hereto will not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor will it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 7.01.

Regulation FD Disclosure.

The information set forth under “Item 2.02 Results of Operations and Financial Condition” of this Current Report on Form 8-K with respect to the reporting of certain preliminary financial information of the Company is incorporated into this Item 7.01 by reference.

Additionally, the Company anticipates holding a conference call and audio webcast at 8:30 a.m. Eastern Time on November 2, 2023 (“Earnings Call”) to discuss its third quarter 2023 results. The Company issued a press release on October 23, 2023, providing information on how to access the Earnings Call.

The information in this Item 7.01 will not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor will it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

Forward-Looking Statements

This Current Report on Form 8-K may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. 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. Such statements are only predictions and the Company’s actual results may differ materially from those anticipated in these forward-looking statements.

There may be events in the future that the Company is not able to accurately predict or control. Factors that may cause such differences include, but are not limited to, those discussed under risk factors in the Company’s Amendment No. 1 to the Annual Report on Form 10-K/A for the year ended December 31, 2022 and other filings filed with the SEC, including the uncertainties associated with the Company’s lack of profitability, its continued capital needs, its lack of a long operating history, its growth strategy, inflation and recession and its impact on the business, Russia’s war with Ukraine and its impact on the operations, its technology development plans, and the regulatory environment in which it operates. Forward-looking statements speak only as of the date they are made. The Company does not assume any obligation to update forward-looking statements as circumstances change. The Company gives no assurance that it will achieve its expectations.

You may access the Company’s SEC filings by visiting SEC’s website at http://www.sec.gov. This Current Report does not constitute an offer or invitation for the sale or purchase of securities or to engage in any other transaction with the Company or its affiliates. The information in this Current Report is not targeted at the residents of any particular country or jurisdiction and is not intended for distribution to, or use by, any person in any jurisdiction or country where such distribution or use would be contrary to local law or regulation.

Item 9.01.

Financial Statements and Exhibits.

(d)	Exhibits.

99.1	Press Release, dated October 23, 2023.
104	Cover Page Interactive Data File

Portions of this report may constitute “forward-looking statements” as defined by federal law. Although the Company believes any such statements are based on reasonable assumptions, there is no assurance that actual outcomes will not be materially different. Additional information about issues that could lead to material changes in the Company’s performance is contained in the Company’s filings with the SEC.

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: October 23, 2023

	iSPECIMEN INC.

	By:	/s/ Tracy Curley
		Name: Tracy Curley
		Title: Chief Executive Officer

Exhibit 99.1

iSpecimen Preannounces Third Quarter 2023 Revenue Increase of 60-70% Sequentially

Management to Host Third Quarter 2023 Conference Call on Thursday, November 2, 2023

LEXINGTON, Mass., October 23, 2023 – iSpecimen Inc. (Nasdaq: ISPC) (“iSpecimen” or the “Company”), an online global marketplace that connects scientists requiring biospecimens for medical research with a network of healthcare specimen providers, announced today preliminary financial results for the third quarter of 2023.

The Company expects third quarter 2023 revenue to be between $2.6 to $2.8 million, representing an increase of between 60% to 70% from second quarter 2023 revenue of $1.63 million. The launch of the iSpecimen’s next-day quote program in the third quarter of 2023 is a key driver of the Company’s higher financial performance for the third quarter of 2023, as it accelerates the biospecimen transaction process, leading to a condensed timeframe from opportunity through fulfillment of purchase orders. Due to this program, iSpecimen has recognized a conversion increase of 122% for quotes to purchase orders for the third quarter of 2023 compared to the blended quarterly average of the prior four quarters, demonstrating the positive impact of this program.

Tracy Curley, CEO of iSpecimen, commented, "In the first half of 2023, we focused largely on improving our operational performance across all departments and creating a line of business structure which leverages resources and the power of our proprietary online marketplace. Given our success in the implementations of these process improvement efforts and specifically with the immediate impact of our recently launched next-day quote program, we are projecting strong third quarter revenue and we expect continued growth to our top-line going forward.”

The iSpecimen management team will host a conference call on Thursday, November 2, 2023 at 8:30 a.m. ET to review its financial and operational results for the third quarter of 2023. To access the call, please use the below information below:

Dial in:	1-888-886-7786 (U.S. Toll Free) or 1-416-764-8658 (International)

Webcast:	https://viavid.webcasts.com/starthere.jsp?ei=1638322&tp_key=9fc5429911

For interested individuals unable to join the conference call, a replay will be available through November 16, 2023, at +1-844-512-2921 (U.S. Toll Free) or +1-412-317-6671 (International). Participants must use the following code to access the replay of the call: 68130784. An archived version of the webcast will also be available on iSpecimen’s Investor Relations site: https://investors.ispecimen.com/presentations/.

About iSpecimen

iSpecimen (Nasdaq: ISPC) offers an online marketplace for human biospecimens, connecting 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, 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 of 1933, as amended, 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 Securities and Exchange Commission, 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.

Disclaimer Regarding Financial Information

The financial information presented in this press release is based on preliminary, unaudited financial statements prepared by management, for the quarter ended September 30, 2023. Accordingly, such financial information may be subject to change. All information contained in this press release will be qualified with reference to the unaudited financial results for the quarter ended September 30, 2023, which is expected to be released on or before November 2, 2023, and will be posted on www.SEC.gov. While the Company does not expect there to be any material changes to the financial information provided in this press release, any variation between the Company’s actual results and the preliminary financial information set forth herein may be material.

For further information, please contact:

Investor Contacts

KCSA Strategic Communications

Phil Carlson / Erika Kay

iSpecimen@kcsa.com

Media Contacts

KCSA Strategic Communications

Raquel Cona / Shana Marino

iSpecimen@kcsa.com

###

Cover	Oct. 23, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 23, 2023
Entity File Number	001-40501
Entity Registrant Name	iSpecimen Inc.
Entity Central Index Key	0001558569
Entity Tax Identification Number	27-0480143
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	450 Bedford Street
Entity Address, City or Town	Lexington
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02420
City Area Code	781
Local Phone Number	301-6700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	ISPC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false