UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under the
Securities Exchange Act of 1934
iSpecimen Inc.
(Name of Issuer)
Common
Stock
(Title of Class of
Securities)
45032V108
(CUSIP Number)
December 31, 2021
(Date of Event
Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this
Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
* The
remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior
cover page.
The information
required in the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange
Act of 1934 (“Act”) or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
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1
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NAME OF REPORTING PERSONS
OBF Investments, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
841,981
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
841,981
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
841,981
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10
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CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
9.6%(1)
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12
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
OO
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(1)
Percent of class is calculated based on 8,729,532 shares of common
stock outstanding as of December 9, 2021, as reported in the
Issuer’s prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424(b)(3) (Registration No.:
333-261640) on December 23, 2021.
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1
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NAME OF REPORTING PERSONS
George H. Scholl
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
843,231(1)
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
843,231(1)
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8
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SHARED DISPOSITIVE POWER
0
|
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
843,231(1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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□
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
9.7%(1)(2)
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12
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
IN
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(1) Includes the 841,981
shares of common stock held by OBF Investments, LLC. As the
President and Chief Executive Officer of OBF Investments, LLC, Mr.
Scholl may be deemed to beneficially own the 841,981 shares of
common stock held by OBF Investments, LLC. Also includes a
total of 1,250 shares of common stock issued upon the vesting and
settlement of restricted stock units (“RSUs”) on September 30, 2021
and December 31, 2021. Does not include 1,250 shares of common
stock issuable upon vesting of RSUs, which do not vest within 60
days of December 31, 2021. Additionally, does not include 13,525
shares of common stock issuable upon exercise of unvested stock
options at an exercise price of $8.00 per share, none of which are
exercisable within 60 days of December 31, 2021.
(2)
Percent of class is calculated based on: (i) 8,729,532 shares of
common stock outstanding as of December 9, 2021, as reported in the
Issuer’s prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424(b)(3) (Registration No.:
333-261640) on December 23, 2021, plus (ii) 625 shares of common
stock issued upon the vesting and settlement of RSUs on December
31, 2021.
Item 1(a). Name
of Issuer:
iSpecimen Inc. (the “Issuer”)
Item 1(b). Address
of Issuer’s Principal Executive Offices:
450 Bedford Street
Lexington, MA 02420
Item 2(a). Name
of Person Filing:
OBF Investments, LLC and George H. Scholl
Item 2(b). Address
of Principal Business Office or, if none,
Residence:
The business address of each of OBF Investments, LLC and George H.
Scholl is c/o iSpecimen Inc., 450 Bedford Street, Lexington, MA
02420.
Item 2(c). Citizenship:
OBF Investments, LLC is a limited liability company organized and
existing under the laws of the State of Florida.
Mr. Scholl is a United States citizen.
Item 2(d). Title
of Class of Securities:
Common Stock, par value $0.0001 per share
Item 2(e). CUSIP
Number:
45032V108
Item 3.
If this statement is filed pursuant to 240.13d-1(b), or
240.13d-2(b) or (c), check whether the person filing is
a:
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(a)
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[ ] Broker or dealer registered under section 15
of the Act (15 U.S.C. 78o);
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(b)
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[ ] Bank as defined in section 3(a)(6) of the
Act (15 U.S.C. 78c);
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(c)
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[ ] Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c);
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(d)
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[ ] Investment company registered under Section
8 of the Investment Company Act of 1940 (15 U.S.C
80a-8);
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CUSIP No.
45032V108
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(e)
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[ ] An investment
adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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(f)
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[ ] An employee benefit plan or endowment fund
in accordance with § 240.13d-1(b)(1)(ii)(F);
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(g)
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[ ] A parent holding company or control person
in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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[ ] A savings associations as defined in Section
3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813);
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(i)
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[ ] A church plan that is excluded from the
definition of an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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[ ] A non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J);
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(k)
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[ ] Group, in accordance with §
240.13d-1(b)(1)(ii)(K).
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If filing as a
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: ____
Not
applicable.
Item 4. Ownership:
OBF
Investments, LLC:
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(a)
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Amount Beneficially
Owned: 841,981 shares of common stock.
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(b)
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Percent of
Class: 9.6% ,
which is calculated based on 8,729,532 shares of common stock
outstanding as of December 9, 2021, as reported in the Issuer’s
prospectus filed with the Securities and Exchange Commission
pursuant to Rule 424(b)(3) (Registration No.: 333-261640) on
December 23, 2021.
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(c)
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Number of shares
as to which such person has:
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(i) |
Sole power to vote or to direct the
vote: 841,981
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(ii) |
Shared power to vote or to direct the
vote: 0
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(iii) |
Sole power to dispose or to direct
the disposition of: 841,981
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(iv) |
Shared power to dispose or to direct
the disposition of: 0
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CUSIP No. 45032V108
George Scholl:
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(a)
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Amount Beneficially Owned: 843,231 shares
of common stock.
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Includes the
841,981 shares of common stock held by OBF Investments, LLC. As the
President and Chief Executive Officer of OBF Investments, LLC, Mr.
Scholl may be deemed to beneficially own the 841,981 shares of
common stock held by OBF Investments, LLC.
Also includes a
total of 1,250 shares of common stock issued upon the vesting and
settlement of restricted stock units (“RSUs”) on September 30, 2021
and December 31, 2021. These RSUs were awarded as compensation for
Mr. Scholl’s service as a director of the Issuer. Does not include
1,250 shares of common stock issuable upon vesting of RSUs, which
do not vest within 60 days of December 31, 2021. Additionally, does
not include 13,525 shares of common stock issuable upon exercise of
unvested stock options at an exercise price of $8.00 per share,
none of which are exercisable within 60 days of December 31,
2021.
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(b)
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Percent of
Class: 9.7%, which is calculated based on: (i) 8,729,532
shares of common stock outstanding as of December 9, 2021, as
reported in the Issuer’s prospectus filed with the Securities and
Exchange Commission pursuant to Rule 424(b)(3) (Registration No.:
333-261640) on December 23, 2021, plus (ii) 625 shares of common
stock issued upon the vesting and settlement of RSUs on December
31, 2021.
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(c)
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Number of shares
as to which such person has:
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(i) |
Sole power to vote or to direct the
vote: 843,231
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(ii) |
Shared power to vote or to direct the
vote: 0
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(iii) |
Sole power to dispose or to direct
the disposition of: 843,231
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(iv) |
Shared power to dispose or to direct
the disposition of: 0
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Item 5.
Ownership of Five Percent or Less of a Class:
Not Applicable
Item 6. Ownership
of More than Five Percent on Behalf of Another
Person:
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company or Control Person:
Not Applicable
Item 8. Identification
and Classification of Members of the Group:
Not Applicable
Item 9. Notice
of Dissolution of Group:
Not Applicable
Item 10. Certifications:
Not Applicable
Exhibit
List:
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Exhibit No.
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Description
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99.1
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
Date: February 14, 2022
OBF
Investments, LLC
/s/ George H. Scholl
By: George H.
Scholl
Its: President
and Chief Executive Officer
/s/ George H. Scholl
George H.
Scholl