UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the Quarterly Period Ended March 31, ~~2022~~2023


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

For the transition period from ___ to ___

Commission File No. 001-40501

iSpecimen Inc.

(Exact name of ~~Registrant~~registrant as specified in its ~~Charter)~~charter)

Delaware		27-0480143
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

450 Bedford Street, Lexington, Massachusetts 02420

(Address of principal executive offices) (Zip Code)

(781) 301-6700

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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:~~registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒Yes☐No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting ~~company”,~~company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒

As of May ~~9, 2022,~~3, 2023, there were ~~8,817,983~~9,029,370 shares of common stock, par value $0.0001 per share, issued and outstanding.

Table of Contents

iSPECIMEN INC.

FORM 10-Q FOR THE QUARTER ENDED MARCH 31, ~~2022~~2023

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION
ITEM ~~1 .~~1.	Financial Statements
	Condensed Balance Sheets as of March 31, ~~2022~~2023 (Unaudited) and December 31, ~~2021~~2022	3
	Unaudited Condensed Statements of Operations and Comprehensive Loss for the Three Months Ended March 31, ~~2022~~2023 and ~~2021~~2022	4
	Unaudited Condensed Statement of Changes in Stockholders’ Equity for the Three Months Ended March 31, ~~2022~~	5
	~~Unaudited Condensed Statement of Changes in Convertible Preferred Stock~~2023 and ~~Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2021~~2022	5
	Unaudited Condensed Statements of Cash Flows for the Three Months Ended March 31, ~~2022~~2023 and ~~2021~~2022	6
	Notes to Unaudited Condensed Financial Statements	7
ITEM ~~2 .~~2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
ITEM ~~3 .~~3.	Quantitative and Qualitative Disclosures About Market Risk	3129
ITEM ~~4 .~~4.	Controls and Procedures	3129

PART II – OTHER INFORMATION
ITEM ~~1 .~~1.	Legal Proceedings	3331
ITEM ~~1A .~~1A.	Risk Factors	3331
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3331
ITEM 3.	Defaults Upon Senior Securities	3331
ITEM 4.	Mine Safety Disclosures	3331
ITEM 5.	Other Information	3331
ITEM 6.	Exhibits	3332
SIGNATURES		3533

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

iSpecimen Inc.

Condensed Balance Sheets



	March 31, 2022		December 31, 2021		March 31, 2023		December 31, 2022
ASSETS	(Unaudited)				(Unaudited)
Current assets:
Cash	$	26,099,178	$	27,738,979
Cash and cash equivalents					$	3,762,654	$	15,308,710
Available-for-sale securities						7,259,482		—
Accounts receivable – unbilled		1,258,515		1,739,020		1,584,440		2,327,789
Accounts receivable, net of allowance for doubtful accounts of $184,837 and $269,170 at March 31, 2022 and December 31, 2021, respectively		2,356,688		3,002,442
Accounts receivable, net of allowance for doubtful accounts of $383,789 and $230,999 at March 31, 2023 and December 31, 2022, respectively						3,005,832		1,597,915
Prepaid expenses and other current assets		295,750		327,035		312,900		300,434
Tax credit receivable, current portion		140,873		140,873
Tax credit receivable						34,669		140,873
Total current assets		30,151,004		32,948,349		15,959,977		19,675,721
Property and equipment, net		28,069		32,781		195,293		225,852
Internally developed software, net		2,783,810		2,710,867		5,610,007		4,503,787
Operating lease right-of-use asset		296,832		—		146,193		184,692
Security deposits		27,601		27,601		27,601		27,601
Total assets	$	33,287,316	$	35,719,598	$	21,939,071	$	24,617,653
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	281,494	$	832,678	$	2,701,235	$	2,459,063
Accrued expenses		1,039,974		1,009,803		908,312		1,531,238
Accrued interest		8,167		8,167
Operating lease current obligation		150,007		—		147,375		158,451
Deferred revenue		567,321		654,746		97,655		132,335
Total current liabilities		2,046,963		2,505,394		3,854,577		4,281,087
Operating lease long-term obligation		147,375		—		—		27,396
Term loan, net of debt discount		3,425,664		3,422,616
Total liabilities		5,620,002		5,928,010		3,854,577		4,308,483

Commitments and contingencies (See Note 6)
Commitments and contingencies (See Note 8)

Stockholders’ equity
Common stock, $0.0001 par value, 200,000,000 shares authorized, 8,845,283 issued, and 8,814,283 outstanding at March 31, 2022 and 8,764,479 issued and 8,733,479 outstanding at December 31, 2021		881		873
Common stock, $0.0001 par value, 200,000,000 shares authorized, 9,053,320 issued, and 9,022,320 outstanding at March 31, 2023 and 8,956,808 issued and 8,925,808 outstanding at December 31, 2022						902		892
Additional paid-in capital		68,069,749		67,810,289		68,762,057		68,573,774
Treasury stock, 31,000 shares at March 31, 2022 and December 31, 2021, at cost		(172)		(172)
Treasury stock, 31,000 shares at March 31, 2023 and December 31, 2022, at cost						(172)		(172)
Accumulated other comprehensive income						18,843		—
Accumulated deficit		(40,403,144)		(38,019,402)		(50,697,136)		(48,265,324)
Total stockholders’ equity		27,667,314		29,791,588		18,084,494		20,309,170
Total liabilities and stockholders’ equity	$	33,287,316	$	35,719,598	$	21,939,071	$	24,617,653

See accompanying notes to these unaudited condensed financial statements.

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iSpecimen Inc.

Condensed Statements of Operations and Comprehensive Loss

(Unaudited)


	Three Months Ended March 31,				Three Months Ended March 31,
	2022		2021		2023		2022

Revenue	$	2,518,660	$	2,963,807	$	2,950,197	$	2,518,660
Operating expenses:
Cost of revenue		1,165,917		1,623,651		1,146,912		1,165,917
Technology		527,522		409,951		834,407		527,522
Sales and marketing		747,432		529,387		962,169		747,432
Supply development		182,070		111,576		275,246		182,070
Fulfillment		443,794		269,096		455,531		443,794
General and administrative		1,810,313		962,790		1,818,355		1,810,313
Total operating expenses		4,877,048		3,906,451		5,492,620		4,877,048

Loss from operations		(2,358,388)		(942,644)		(2,542,423)		(2,358,388)

Other income (expense), net
Interest expense		(38,048)		(853,147)		(3,535)		(38,048)
Interest income		12,654		47		114,263		12,654
Other expense, net		40		(3,732)
Loss on extinguishment of bridge notes and bridge notes, related parties		—		(2,750,171)
Gain on extinguishment of note payable		—		788,156
Change in fair value of derivative liability on convertible notes		—		(154,000)
Change in fair value of derivative liability on bridge notes and bridge notes, related parties		—		(48,000)
Other expense, net		(25,354)		(3,020,847)
Other income (expense)						(117)		40
Other income (expense), net						110,611		(25,354)

Net loss	$	(2,383,742)	$	(3,963,491)	$	(2,431,812)	$	(2,383,742)

Other comprehensive income:
Unrealized gains on available-for-sale securities					$	18,843	$	—
Total other comprehensive income						18,843		—
Comprehensive loss					$	(2,412,969)	$	(2,383,742)

Net loss per share - basic and diluted	$	(0.27)	$	(4.23)	$	(0.27)	$	(0.27)

Weighted average shares of common stock outstanding - basic and diluted		8,765,437		936,213		8,980,898		8,765,437

See accompanying notes to these unaudited condensed financial statements.

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iSpecimen Inc.

Condensed Statements of Changes in Stockholders’ Equity

(Unaudited)

Three Months Ended March 31, 2022

Additional

Total

Common Stock

Treasury Stock

Paid-In

Accumulated

Stockholders'


Shares

Amount

Shares

Amount

Capital

Deficit

Equity
Balance at January 1, 2022

8,733,479

$
873

31,000

$
(172)

$
67,810,289

$
(38,019,402)

$
29,791,588
Share-based compensation expense

3,125

—

—

—

184,191

—

184,191
Issuance of common stock through exercise of stock options

77,679

8

—

—

75,269

—

75,277
Net loss

—

—

—

—

—

(2,383,742)

(2,383,742)
Balance at March 31, 2022

8,814,283

$
881

31,000

$
(172)

$
68,069,749

$
(40,403,144)

$
27,667,314


	Three Months Ended March 31, 2023
									Accumulated
							Additional		Other				Total
	Common Stock			Treasury Stock			Paid-In		Comprehensive		Accumulated		Stockholders'
	Shares	Amount		Shares	Amount		Capital		Income		Deficit		Equity
Balance at December 31, 2022	8,925,808	$	892	31,000	$	(172)	$	68,573,774	$	—	$	(48,265,324)	$	20,309,170
Stock-based compensation expense	—		—	—		—		54,608		—		—		54,608
Vesting of restricted stock	28,776		3	—		—		65,946		—		—		65,949
Issuance of common stock through exercise of stock options	67,736		7	—		—		67,729		—		—		67,736
Unrealized gain on available-for-sale securities	—		—	—		—		—		18,843		—		18,843
Net loss	—		—	—		—		—		—		(2,431,812)		(2,431,812)
Balance at March 31, 2023	9,022,320	$	902	31,000	$	(172)	$	68,762,057	$	18,843	$	(50,697,136)	$	18,084,494

~~Condensed~~ ~~Statements of Changes in Convertible Preferred Stock and Stockholders’ Equity (Deficit)~~

~~(Unaudited)~~


	Three Months Ended March 31, 2021																					Three Months Ended March 31, 2022
	Series B Convertible			Series A-1 Convertible			Series A Convertible									Additional				Total								Additional				Total
	Preferred Stock			Preferred Stock			Preferred Stock			Common Stock			Treasury Stock			Paid-In		Accumulated		Stockholders’		Common Stock			Treasury Stock			Paid-In		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Capital		Deficit		Deficit		Shares	Amount		Shares	Amount		Capital		Deficit		Equity
Balance at January 1, 2021	572,465	$	7,999,997	100,365	$	561,041	618,182	$	2,612,038	936,213	$	94	31,000	$	(172)	$	1,779,698	$	(29,057,587)	$	(27,277,967)
Share-based compensation expense	—		—	—		—	—		—	—		—	—		—		22,036		—		22,036
Balance at December 31, 2021																						8,733,479	$	873	31,000	$	(172)	$	67,810,289	$	(38,019,402)	$	29,791,588
Stock-based compensation expense																						3,125		—	—		—		184,191		—		184,191
Issuance of common stock through exercise of stock options																						77,679		8	—		—		75,269		—		75,277
Net loss	—		—	—		—	—		—	—		—	—		—		—		(3,963,491)		(3,963,491)	—		—	—		—		—		(2,383,742)		(2,383,742)
Balance at March 31, 2021	572,465	$	7,999,997	100,365	$	561,041	618,182	$	2,612,038	936,213	$	94	31,000	$	(172)	$	1,801,734	$	(33,021,078)	$	(31,219,422)
Balance at March 31, 2022																						8,814,283	$	881	31,000	$	(172)	$	68,069,749	$	(40,403,144)	$	27,667,314

See accompanying notes to these unaudited condensed financial statements.

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iSpecimen Inc.

Condensed Statements of Cash Flows

(Unaudited)


	Three Months Ended March 31,				Three Months Ended March 31,
	2022		2021		2023		2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(2,383,742)	$	(3,963,491)	$	(2,431,812)	$	(2,383,742)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation		184,191		22,036
Stock-based compensation expense						120,557		184,191
Amortization of internally developed software		266,219		235,229		433,326		266,219
Depreciation of property and equipment		4,712		11,130		38,589		4,712
Bad debt expense		165,097		20,652		152,790		165,097
Amortization of debt issuance costs on Term Loan		3,048		—
Loss on extinguishment on bridge notes		—		2,750,171
Gain on extinguishment on note payable		—		(788,156)
Amortization of discount on bridge notes		—		289,867
Change in fair value of derivative liabilities		—		202,000
Amortization of discount and debt issuance costs on convertible notes		—		1,088
Amortization of debt issuance costs on note payable						—		3,048
Change in operating assets and liabilities:
Accounts receivable – unbilled		480,505		(426,973)		743,349		480,505
Accounts receivable		480,657		925,544		(1,560,707)		480,657
Due from factor		—		(495,735)
Prepaid expenses and other current assets		31,285		(10,155)		(12,466)		31,285
Operating lease right-of-use asset		36,291		—		38,499		36,291
Tax credit receivable						106,204		—
Accounts payable		(551,184)		299,130		242,172		(551,184)
Accrued expenses		30,171		308,410		(622,926)		30,171
Accrued interest		—		562,193
Operating lease liability		(35,741)		—		(38,472)		(35,741)
Deferred revenue		(87,425)		(69,189)		(34,680)		(87,425)
Net cash used in operating activities		(1,375,916)		(126,249)		(2,825,577)		(1,375,916)

CASH FLOWS FROM INVESTING ACTIVITIES:
Capitalization of internally developed software		(339,162)		(214,534)		(1,539,546)		(339,162)
Purchase of property and equipment						(8,030)		—
Purchase of available-for-sale securities						(7,240,639)		—
Net cash used in investing activities		(339,162)		(214,534)		(8,788,215)		(339,162)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options		75,277		—		67,736		75,277
Net cash provided by financing activities		75,277		—		67,736		75,277

Net decreases in cash		(1,639,801)		(340,783)
Cash at beginning of period		27,738,979		695,909
Cash at end of period	$	26,099,178	$	355,126
Net decreases in cash and cash equivalents						(11,546,056)		(1,639,801)
Cash and cash equivalents at beginning of period						15,308,710		27,738,979
Cash and cash equivalents at end of period					$	3,762,654	$	26,099,178

Supplemental disclosure of cash flow information:
Cash paid for interest	$	35,000	$	—	$	3,535	$	35,000
Supplemental disclosure of non-cash investing and financing activities:
Non-cash amounts of lease liabilities arising from obtaining right-of use-assets	$	333,123	$	—	$	—	$	333,123
Derivative liability for embedded conversion features on convertible notes issued	$	—	$	3,614,000

See accompanying notes to these unaudited condensed financial statements.

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iSpecimen Inc.

Notes to Unaudited Condensed Financial Statements

1.NATURE OF BUSINESS AND BASIS OF PRESENTATION

Business

iSpecimen Inc. (“iSpecimen” or the “Company”) was incorporated in 2009 under the laws of the state of Delaware. The Company has developed and launched a proprietary online marketplace platform that connects medical researchers who need access to subjects, samples, and data, with hospitals, laboratories, and other organizations who have access to them. iSpecimen is a 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 biospecimens available (but not easily accessible) in healthcare provider organizations worldwide. The Company’s proprietary platform, the iSpecimen Marketplace platform, is designed to solve this problem and transform the biospecimen procurement process to accelerate medical discovery. The Company is headquartered in Lexington, Massachusetts and its principal market is North America. The Company operates as 1one operating and reporting segment.

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) as determined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) for interim financial information, and, pursuant to the rules and regulations of Article 10 of Regulation S-X of the Securities Act of 1933, as amended (the “Securities Act”), published by the Securities and Exchange Commission (“SEC”) for interim financial statements. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results of operations for the periods presented. They may not include all of the information and footnotes required by GAAP for complete financial statements. Therefore, these unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto contained in Amendment No. 1 to the Company’s ~~annual report~~Annual Report on Form ~~10-K~~10-K/A for the year ended December 31, ~~2021.~~2022.

Liquidity and Going Concern

The Company has recognized recurring losses and as of March 31, ~~2022, the~~2023. The Company had working capital of ~~$28,104,041, an~~$12,105,400 and accumulated deficit of ~~$40,403,144, cash of $26,099,178 and~~$50,697,136. The Company also had accounts payable and accrued expenses of ~~$1,321,468.~~$3,609,547 as of March 31, 2023. Additionally, as of March 31, 2023, the Company had cash and cash equivalents of $3,762,654 and available-for-sale securities of $7,259,482, which can be quickly liquidated. Management believes that the Company's existing cash ~~which include~~and cash equivalents, and its available-for-sale securities provide the ~~net proceeds from the Company’s initial public offering in June 2021 (the “IPO”) , the Term Loan (defined below), and the PIPE (defined below) will allow the~~ Company with sufficient liquidity to continue its operations for at least the next 12 months from the date these unaudited condensed financial statements are ~~issued and therefore the conditions raising substantial doubt raised in prior periods have been alleviated.~~issued. As a result of recurring losses, the continued viability of the Company beyond May ~~2023~~2024 may be dependent on its ability to continue to raise additional capital to finance its operations.

~~Impact of the COVID-19 Pandemic on the~~

Inflation and Recession

The Company’s ~~Operations~~

In December 2019, the novel coronavirus SARS-Cov2, or COVID-19 outbreak, was reported to have surfaced in China. On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency due to 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 Companyfinancial performance is subject to ~~the risks arising from the COVID-19 outbreak’s social~~global economic conditions and ~~economic impacts on the healthcare services industry. The Company’s management believes that the social and economic impacts could have a significant~~their impact on ~~future financial condition, liquidity,~~levels of spending by its customer research organizations, particularly discretionary spending for procurement of specimens used for research. Economic recessions may have adverse consequences across industries, including the health and ~~results of operations,~~bio-specimen industries, which ~~include but are not limited to the following: (i) restrictions on in-person activities arising from shelter-in-place, or similar isolation orders; (ii) inability to source specimens from~~may adversely affect the Company’s ~~suppliers arising from shelter-in-place, or similar isolation orders; (iii) reduced capacity if personnel are infected or quarantined; (iv) decline~~business and financial condition. The Company increased its allowance for doubtful accounts in ~~researcher demand for specimens; and (v) deteriorating economic conditions, such as increased unemployment rates and recessionary conditions.~~

~~The COVID-19 outbreak has continued to impact the Company’s operations~~accounts receivables by $152,790 during the three months ended March 31, ~~2022~~2023 due to a few boutique life sciences customers that have filed for bankruptcy. The Company has enhanced procedures related to its credit check process for new and ~~2021. In response~~existing customers in fiscal year 2023 to mitigate the risk of future uncollectability of receivables.

Changes in general market, economic and political conditions in domestic and foreign economies or financial markets, including fluctuation in stock markets resulting from, among other things, trends in the economy and inflation, as are being currently experienced, may result in a reduction in researchers’ demand for specimens due to the ~~COVID-19 outbreak, the Company initially implemented measures~~research organization’s inability to ~~help stabilize revenue as well as measures to reduce costs. To stabilize revenue, the Company added COVID-19 samples to its product line to support growing research in this area~~obtain funding.

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iSpecimen Inc.

Notes to Unaudited Condensed Financial Statements

The Company believes that its business will continue to be resilient through a continued economic downturn or recession, or slowing or stalled recovery therefrom, and also implemented mobile phlebotomy to more easily access research subjects. Cost saving measures included the elimination of non-essential travels and in-person training activities, the deferral of certain planned expenditures, and the furlough of a small number of employees in August 2020. Given the evolution of the COVID-19 outbreak and the global responses to curb its spread,that the Company ~~expects this matter~~has the liquidity to ~~continue to have an impact~~address its financial obligations and alleviate possible adverse effects on its business, financial condition, results of operations ~~financial condition, and liquidity. However, the extent of the financial impact and the duration cannot be reasonably estimated at this time.~~or prospects.

Impact of ~~Russia’s Invasion of Ukraine~~ the Russian-Ukrainian Waron the Company’s Operations

The Company’s business was negatively impacted during the first quarter of 2022 by ~~Russia’s invasion of~~the ongoing war between Russia and Ukraine. At the start of the ~~conflict,~~war, the Company had approximately $1 million of purchase orders that were slated to be fulfilled by the Company’s supply network in Ukraine and Russia. This supply network was shut down ~~quickly~~ at the start of the ~~conflict.~~war. Ukrainian suppliers were disabled due to ~~conflict~~war conditions and evacuations and some of the Company’s Russian suppliers were disabled by sanctions. While the Company mobilized to shift these purchase orders to other suppliers in the network, the process of getting specimen collections from other supply sites took time, which caused a delay in the fulfillment of such purchase orders. ~~The Company believes~~Alternate suppliers do not have the same favorable unit economics or specimen collection ratesand this impacted the Company’s margins. Additionally, key resources were diverted from operations to resolving the re-fulfillment issues caused by the conflict.

As of March 31, 2023, the Company’s supply sites in Russia that ~~it has successfully resourced~~had not been under sanctions were accessible and the ~~purchased orders~~Company’s supply sites in Ukraine were mostly reopened. However, due to the uncertainty caused by the ongoing war, Ukrainian and Russian suppliers may again become inaccessible to the Company. Therefore, as long as the uncertainty continues, the Company’s policy is to ensure at a purchase order level that an order is not solely sourced from ~~different suppliers.~~

the two countries. The short and ~~long-term~~long term implications of ~~Russia’s invasion of Ukraine~~the war are difficult to predict at this time. The imposition of more sanctions and counter sanctions may have an adverse effect on the economic markets generally and could impact the Company’s business and the businesses of the Company’s supply partners, especially those in Ukraine and Russia. Because of the highly uncertain and dynamic nature of these events, it is not currently possible to estimate the impact of ~~Russian’s invasion of Ukraine~~the war on the Company’s business and the companies from which the Company obtains supplies and distributes specimens.

Impact of the COVID-19 Pandemic on the Company’s Operations

In response to the COVID-19 pandemic, the Company put in place additional health and safety protocols. The Company continues to monitor and revise these protocols as appropriate to address the evolving nature of the pandemic. While the Company has seen a return to business as usual in its industry, the Company continues to monitor the future impact of the COVID-19 pandemic on the Company, which includes factors such as length of time of the pandemic; the responses of federal, state and local government; the impact of future variants that may emerge; vaccination rates among the population; the efficacy of the COVID-19 vaccines; the longer-term impact of the pandemic on the economy and consumer behavior; and the effect on the Company’s employees, vendors and suppliers. The Company will continue to monitor and evaluate the ongoing COVID-19 pandemic and will work to respond appropriately to the impact of COVID-19 on its business, as well as customers’ and suppliers’ businesses.

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company’s significant accounting policies and recent accounting standards are summarized in Note 2 of Amendment No. 1 to the Company’s ~~annual report~~Annual Report on Form ~~10-K~~10-K/A for the year ended December 31, ~~2021.~~2022. There were no significant changes to these accounting policies during the three months ended March 31, ~~2022.~~2023.

Use of Estimates

The preparation of the Company’s unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company utilizes certain estimates in the determination of the fair value of its common stock and warrants, deferred tax valuation allowances, revenue recognition, ~~share-based~~stock-based compensation, and accrued expenses amongst others. The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Actual results could differ from such estimates.

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iSpecimen Inc.

Notes to Unaudited Condensed Financial Statements

Investments

The Company’s investments are considered to be available-for-sale as defined under ASC 320, Investments- Debt and Equity Securities, and are recorded at fair value. Unrealized gains and losses are included in accumulated other comprehensive income. Purchases and sales of securities are reflected on a trade-date basis. Realized gains or losses are released from accumulated other comprehensive income and into earnings on the statement of operations, and amortization of premiums and accretion of discounts on the U.S treasury bills are recorded in interest expense or income, respectively.

The Company continually monitors the difference between its cost basis and the estimated fair value of its investments. The Company’s accounting policy for impairment recognition requires other-than-temporary impairment charges to be recorded when it determines that it is more likely than not that it will be unable to collect all amounts due according to the contractual terms of the fixed maturity security or that the anticipated recovery in fair value of the equity security will not occur in a reasonable amount of time. Impairment charges on investments are recorded based on the fair value of the investments at the measurement date or based on the value calculated using a discounted cash flow model. Credit-related impairments on fixed maturity securities that the Company does not plan to sell, and for which it is not more likely than not to be required to sell, are recognized in net income. Any non-credit related impairment is recognized as a component of other comprehensive income. Factors considered in evaluating whether a decline in value is other-than-temporary include: the length of time and the extent to which fair value has been less than cost; the financial condition and near-term prospects of the issuer; its intention to hold the investment; and the likelihood that it will be required to sell the investment.

Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value ~~measures,~~measurements, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value:

●

Level 1 — Valuations based on quoted prices for identical assets and liabilities in active markets.

●

Level 2 — Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

●

Level 3 — Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.

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~~iSpecimen Inc.~~

~~Notes to Unaudited Condensed Financial Statements~~

For certain financial instruments, including cash and cash equivalents, accounts receivable, and accounts payable, the carrying amounts approximate their fair values as of March 31, ~~2022~~2023 and December 31, ~~2021~~2022 because of their short-term nature. Available-for-sale securities are recorded at fair value.

Revenue Recognition and Accounts Receivable

The Company recognizes revenue using the five-step approach as follows: (1) identify the contract with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the Company satisfies the performance obligations.

The Company generates revenue by procuring various specimens from hospitals, laboratories, and other supply sites, for the Company’s medical research customers using the Company’s proprietary software, the iSpecimen Marketplace, to identify, locate, and ultimately validate the required specimens to the Company’s customers’ requested specifications. The Company’s performance obligation is to procure a specimen meeting the ~~customer~~customer’s specification(s) from a supplier, on a “best efforts” basis, for the Company’s customer at the agreed price per specimen as indicated in the ~~customer~~customer’s contract with the Company. The Company does not currently charge suppliers or customers for the use of the Company’s proprietary software. Each customer will execute a material and data use agreement with the Company or agrees to online purchase terms, each of which includes terms such as specimen and data use, shipment terms, payment and cancellation terms. These are then supplemented by purchase orders that specify specimen requirements including detailed

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iSpecimen Inc.

Notes to Unaudited Condensed Financial Statements

inclusion/exclusion criteria, quantities to be collected, and pricing. Collectively, these customer agreements represent the Company’s contracts with its customer. Generally, contracts have fixed unit pricing. For certain specimen orders, a refundable customer deposit may be required prior to order fulfillment depending on project set-up requirements, which is presented as deferred revenue. The Company expects to recognize the deferred revenue within the next twelve months.

Specimen collections occur at supply sites within the Company’s network. “Collection” is when the specimen has been removed, or “collected” from the patient or donor. A specimen is often collected specifically for a particular Company order. Once collected, the specimen is assigned by the supplier to the Company and control of the specimen passes to the Company. “Accession” is the process whereby a collected specimen and associated data are registered and assigned in the iSpecimen Marketplace to a particular customer order, which can occur while a specimen is at the supplier site or while at the Company site and it is when control of the specimen passes to the customer. Suppliers may ship specimens to the Company or directly to the customer if specimens must be delivered within a short time period (less than 24 hours after collection) or shipping to the Company is not practical.

The Company has evaluated principal versus agent considerations as part of the Company’s revenue recognition policy. The Company has concluded that it acts as principal in the arrangement as it manages the procurement process from beginning to end and determines which suppliers will be used to fulfill an order, usually take physical possession of the specimens, set prices for the specimens, and bear the responsibility for customer credit risk.

The Company recognizes revenue over time, as the Company has created an asset with no alternative use to the Company which has an enforceable right to payment for performance completed to date. At contract inception, the Company reviews a contract and related order upon receipt to determine if the specimen ordered has an alternative use by ~~us.~~the Company. Generally, specimens ordered do not have an alternative future use to the Company and the performance obligation is satisfied when the related specimens are accessioned. The Company uses an output method to recognize revenue for specimens with no alternative future use. The output is measured based on the number of specimens accessioned. In the rare circumstances where specimens do have an alternative future use, the Company's performance obligation is satisfied at the time of shipment.

Customers are typically invoiced upon shipment. Depending on the quantity of specimens ordered, it may take several accounting periods to completely fulfill a purchase order. In other words, there can be multiple invoices issued for a single purchase order, reflecting the specimens being accessioned over time. However, specimens are generally shipped as soon as possible after they have been accessioned.

Once a specimen that has no alternative future use and for which the Company has an enforceable right to payment has been accessioned, the Company records the offset to revenue in accounts receivable -- unbilled. Once the specimen has been shipped and invoiced, a reclassification is made from accounts ~~receivable -- unbilled~~receivable-unbilled to accounts receivable.

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~~iSpecimen Inc.~~

~~Notes to Unaudited Condensed Financial Statements~~

Customers are generally given fourteen days from the receipt of specimens to inspect the specimens to ensure compliance with specifications set forth in the purchase order documentation. Customers are entitled to either receive replacement specimens or receive reimbursement of payments made for such specimens. The Company has a nominal history of returns for nonacceptance of specimens delivered. When this ~~has occurred,~~occurs, the Company ~~has given~~gives the customer a credit for the returns. The Company has not recorded a returns allowance.

The following table summarizes the Company’s revenue for ~~the~~ three months ended March 31:


	2022		2021		2023		2022
Specimens – contracts with customers	$	2,372,386	$	2,947,295	$	2,712,376	$	2,372,386
Shipping and other		146,274		16,512		237,821		146,274
Revenue	$	2,518,660	$	2,963,807	$	2,950,197	$	2,518,660

The Company carries its accounts receivable at the invoiced amount less an allowance for doubtful accounts. On a periodic basis, the Company evaluates its accounts receivable to determine if an allowance for doubtful accounts is necessary, based on economic conditions and each customer’s payment history. Receivables are written off when deemed uncollectible, with any future recoveries recorded as income when received. As of March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, the Company had an allowance for doubtful accounts of ~~$184,837~~$383,789 and ~~$269,170,~~$230,999, respectively.

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iSpecimen Inc.

Notes to Unaudited Condensed Financial Statements

The Company applies the practical expedient to account for shipping and handling activities as fulfillment cost rather than as a separate performance obligation. Shipping and handling costs incurred are included in cost of revenue.

Internally Developed Software, Net

The Company capitalizes certain internal and external costs incurred during the application development stage of internal-use software projects until the software is ready for its intended use. Amortization of the asset commences when the software is complete and placed into service and is recorded in operating expenses. The Company amortizes completed internal-use software over its estimated useful life of five years on a straight-line basis. Costs incurred during the planning, training and post-implementation stages of the software development life cycle are classified as technology costs and are expensed to operations as incurred.

Impairment of Long-Lived Assets

Management reviews long-lived assets for impairment when circumstances indicate the carrying amount of an asset may not be recoverable. An impairment loss is recognized when expected cash flows are less than the asset’s carrying value. Long-lived assets consist of property and equipment and internal-use software. ~~NaN~~No impairment charges were recorded for the three months ended March 31, ~~2022~~2023 and ~~2021.~~2022.

~~Share-Based~~Stock-Based Compensation

The Company records ~~share-based~~stock-based compensation for options granted to employees, non-employees, and to members of the board of directors for their services onto the ~~board of directors~~Company based on the grant date fair value of awards issued, and the expense is recorded on a straight-line basis over the requisite service period. Forfeitures are recognized when they occur.

The Company uses the Black-Scholes-Merton option pricing model to determine the fair value of stock options. The use of the Black-Scholes-Merton option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. The Company has concluded that its historical share option exercise experience does not provide a reasonable basis upon which to estimate expected term. Therefore, the expected term was determined according to the simplified method, which is the average of the vesting tranche dates and the contractual term. Due to the lack of Company-specific historical and implied volatility data, the estimate of expected volatility is primarily based on the historical volatility of a group of similar companies that are publicly traded. For these analyses, companies with comparable characteristics are selected, including enterprise value and position within the industry, and with historical share price information sufficient to meet the expected life of the ~~share-based~~stock-based awards. The

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~~iSpecimen Inc.~~

~~Notes to Unaudited Condensed Financial Statements~~

Company computes the historical volatility data using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of its ~~share-based~~stock-based awards.

The risk-free interest rate is determined by reference to U.S. Treasury zero-coupon issues with remaining maturities similar to the expected term of the options. The Company has not paid, and does not anticipate paying, cash dividends on shares of its common stock.

~~Subsequent to the IPO, the~~The fair value of the Company's common stock ~~was~~is equal to the closing price on the specified grant date.

Prior to the IPO, in order to determine the fair value of the Company’s common stock, the Company considered, among other things, contemporaneous valuations of the Company’s common stock, the Company’s business, financial condition and results of operations, including related industry trends affecting its operations; the likelihood of achieving a liquidity event, such as an initial public offering, or sale, given prevailing market conditions; the lack of marketability of the Company’s common stock; the market performance of comparable publicly traded companies; and U.S. and global economic and capital market conditions. The fair value of the Company’s common stock was estimated to be $3.83 per share at March 31, 2021.

Restricted Stock Units

The Company recognizes ~~share-based~~stock-based compensation expense from restricted stock units (the “RSUs”) ratably over the specified vesting period. The fair value of RSUs is determined to be the closing share price of the Company's common stock on the grant date.

Common Stock Warrants

The Company accounts for common stock warrants as either equity instruments or liabilities, depending on the specific terms of the warrant agreement. The warrants shall be classified as a liability if 1) the underlying shares are classified as liabilities or 2) the entity can be required under any circumstances to settle the warrant by transferring cash or other assets. The measurement of equity-classified

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iSpecimen Inc.

Notes to Unaudited Condensed Financial Statements

nonemployee ~~share-based~~stock-based payments is generally fixed on the grant date and are considered compensatory. For additional discussion on warrants, see Note 7.9.

Net Loss Per Share

Basic net loss per share is calculated by dividing the net loss applicable to ~~common~~ stockholders by the ~~weighted- average~~weighted-average number of shares of common stock outstanding during the period, without consideration for common stock equivalents. Diluted net loss per share is calculated by adjusting the weighted-average number of shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the treasury-stock method. For purposes of the diluted net loss per share calculation, the potential impact of ~~shares~~common stock to be issued upon conversion of ~~Series A, Series A-1 and Series B preferred stock,~~ stock options and warrants to purchase common stock are considered to be common stock equivalents but have been excluded from the calculation of diluted net loss per share, as their effect would be anti-dilutive for all periods presented. Therefore, basic and diluted net loss per share applicable to ~~common~~ stockholders were the same for all periods presented.

The table below provides potentially dilutive common stock equivalents excluded from diluted net loss per share as of March 31:


	2022	2021	2023	2022
Shares issuable upon conversion of preferred stock	—	1,291,012
Shares issuable upon vesting of RSUs	291,167	—	216,058	291,167
Shares issuable upon exercise of stock options	176,142	265,102	330,788	176,142
Shares issuable upon exercise of PIPE Warrant (defined below) to purchase common stock	1,312,500	—	1,312,500	1,312,500
Shares issuable upon exercise of Lender Warrant (defined below) to purchase common stock	12,500	23,309	12,500	12,500
Shares issuable upon exercise of Underwriter Warrants (defined below) to purchase common stock	90,000	—
Shares issuable upon exercise of Underwriter Warrant (defined below) to purchase common stock			90,000	90,000

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~~iSpecimen Inc.~~

~~Notes to Unaudited Condensed Financial Statements~~

Recently Adopted Accounting Standards

In ~~December 2019,~~June 2016, the FASB issued ASU ~~2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”)~~2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which ~~modifies ASC 740~~changes the impairment model for most financial assets and certain other instruments. For receivables, loans and other instruments, entities will be required to ~~reduce complexity while maintaining or improving~~use a new forward-looking “expected loss” model that generally will result in the ~~usefulness~~earlier recognition of ~~the~~allowance for losses. In addition, an entity will have to disclose significantly more information ~~provided to users of financial statements. ASU 2019-12~~about allowances and credit quality indicators. The new standard is effective for the Company for ~~interim and annual reporting periods~~fiscal years beginning after December 15, ~~2021.~~2022. The Company adopted this new standard as of January 1, ~~2022, but it~~2023. ASU 2016-13 did not have a material impact on the Company’s financial statements.

In February 2016, the FASB established Topic 842, Leases, by issuing ASU No. 2016-02 (“ASU 2016-02”), which requires lessees to recognize leases on balance sheet and disclose key information about leasing arrangements. The new standard establishes a right-of-use model (“ROU”) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases are classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement.

In June 2020, the FASB issued ASU No. 2020-05 (“ASU 2020-05”) which pushed back the effective date of the adoption of ASC 842 one year for private and not-for-profit entities that did not issue or serve as conduit bond obligors and had not yet adopted the standard. The new effective date was for fiscal year periods beginning after December 15, 2021.

The Company adopted ASU 2016-02 effective January 1, 2022 using the Comparatives Under 840 transition method whereby the Company will continue to present prior period financial statements and disclosures under ASC 840. In addition, the Company elected the transition package of three practical expedients permitted within the standard, among other practical expedients which allowed the Company to carry forward prior conclusions about lease identification and classification which allows not separating lease and non-lease components and allows not recording leases with an initial term of twelve months or less on the balance sheet across all existing asset classes.

Adoption of the new standard resulted in the balance sheet recognition of additional assets of $333,000 and lease liabilities of approximately $333,000. For additional information regarding the Company’s lease arrangements, see Note 6 in the notes to unaudited condensed financial statements.

3.~~PROPERTY AND EQUIPMENT, NET~~AVAILABLE-FOR-SALE SECURITIES

~~Property and equipment, net consisted of the following at the dates indicated:~~

March 31,

December 31,

2022

2021

(unaudited)

Website

$
107,927

$
107,927
Computer equipment and purchased software

84,588

84,588
Equipment

35,449

35,449
Furniture and fixtures

87,184

87,184
Leasehold improvements

24,935

24,935
Total property and equipment

340,083

340,083
Accumulated depreciation

(312,014)

(307,302)
Total property and equipment, net

$
28,069

$
32,781

~~Depreciation expense for property and equipment was $4,712 and $11,130 for~~The Company purchased U.S. treasury bills in the three months ended March 31, ~~2022~~2023 and ~~2021, respectively.~~has classified them as available-for-sale securities. The amortized cost, gross unrealized gains, and fair value for available-for-sale securities as of March 31, 2023 are as follows:


			Gross
	Amortized		unrealized
	cost		gains		Fair value
Available-for-sale securities:
U.S. Treasury Bills	$	7,240,639	$	18,843	$	7,259,482
Total Available-for-sale securities:	$	7,240,639	$	18,843	$	7,259,482

The Company did not have any realized gains or losses in the three months ended March 31, 2023. Maturities of the U.S. treasury bills are all due within the year.

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iSpecimen Inc.

Notes to Unaudited Condensed Financial Statements

4.PROPERTY AND EQUIPMENT, NET

Property and equipment, net consisted of the following at the dates indicated:


	March 31,		December 31,
	2023		2022
Website	$	285,377	$	285,377
Computer equipment and purchased software		84,589		84,589
Equipment		35,449		35,449
Furniture and fixtures		87,184		87,184
Leasehold improvements		68,471		60,441
Total property and equipment		561,070		553,040
Accumulated depreciation		(365,777)		(327,188)
Total property and equipment, net	$	195,293	$	225,852

Depreciation expense for property and equipment was $38,589 and $4,712 for the three months ended March 31, 2023 and 2022, respectively.

5.INTERNALLY DEVELOPED SOFTWARE, NET

During the three months ended March 31, ~~2022~~2023 and ~~2021,~~2022, the Company capitalized ~~$339,162~~$1,539,546 and ~~$214,534,~~$339,162, respectively, of internally developed software costs in connection with the development and continued enhancement of the technology platform and web interfaces. Capitalized costs primarily consist of software costs, payroll and payroll-related costs for the Company’s employees. The Company recognized ~~$266,219~~$433,326 and ~~$235,229~~$266,219 of amortization expense associated with capitalized internally developed software costs during the three months ended March 31, ~~2022~~2023 and ~~2021,~~2022, respectively.

5.6.~~DEBT~~SEVERANCE

Dr. Christopher Ianelli

~~Term Loan~~

On ~~August 13, 2021~~September 19, 2022, the Company received a notice of departure from Dr. Christopher Ianelli to vacate his position of Chief Executive Officer and President of the Company, effective as of October 24, 2022 (the ~~"Closing Date"~~“Ianelli Separation Date”), as a result of the non-renewal of his Executive Employment Agreement dated June 21, 2021. Dr. Ianelli continues to serve on the Company’s board of directors until the 2024 Annual Meeting of Stockholders, or until the election and qualification of Dr. Ianelli’s successor in office, subject to his earlier death, resignation, or removal.

The Company entered into a ~~Loan and Security~~Separation Agreement ~~(“Term Loan”)~~ with ~~Western Alliance Bank~~Dr. Ianelli, dated October 24, 2022 (the ~~"Lender"~~“Ianelli Separation Agreement”). Pursuant to the Ianelli Separation Agreement, the Company shall pay severance equal to 12 months of base salary in effect as of the Ianelli Separation Date in the amount of ~~$3,500,000 for working capital needs.~~$350,000. The severance payments shall be paid in equal installments commencing on the Company’s first regular payroll date after the Ianelli Separation Date and ending on the 12-month anniversary of the Ianelli Separation Date. In the year ended December 31, 2022, the Company ~~has the option to request an additional advance~~recognized a severance expense and corresponding liability in the amount of ~~$1,500,000, which~~$376,400 for Dr. Ianelli’s severance payment and COBRA benefits.

On January 1, 2023, the Company ~~had not yet borrowed as~~accrued an additional $23,580 in severance expense and liability which represents the employer’s portion of ~~March 31, 2022. The additional advance of $1,500,000 is available to~~ the ~~Company during the draw period commencing~~applicable taxes on the Closing Date and ending the earlier to occur of (a) February 13, 2023, and (b) an event of default. The Term Loan bears interest at a rate equal to three-quarters of one percent (0.75%) above the Prime Rate.remaining severance payments. As of March 31, ~~2022,~~2023, the ~~interest rate~~balance of the severance, COBRA benefits and employer taxes liabilities was $235,484 and is recorded on the Term Loan was 4.00% which was equal to 0.75% above the Prime Rate of 3.25%. Interest is due and payable on the tenth (10th) calendar day of each month during the term of the Term Loan. The Term Loan principal is payable in thirty (30) equal monthly installments, plus accrued interest, beginning on March 10, 2023, and continuing on the same day of each month through August 10, 2025 (the "Term Loan Maturity Date"), at which time all amounts shall be immediately due and payable.

~~The Company shall have the option to prepay all, but not less than all, of the outstanding loan~~ balance provided the Company a) delivers written notice to the financial institution of their election to prepay such Term Loan at least ten (10) days prior to such prepayment and b) pay, on the date of such prepayment, (1) all outstanding principal with respect to the Term Loan, plus accrued but unpaid interest, plus (2) all fees (including any late fee), and other sums, including bank expenses, if any, that shall have become due and payable. The Lender which holds the Term Loan is granted a security interest in substantially all assets of the Company (“Collateral”). The Term Loan contains certain covenants that the Company considers usual and customary for an agreement of this type for comparable commercial borrowers. As of March 31, 2022, the Company was not in compliance with one of the Term Loan covenants. See Note 10.

~~The outstanding principal balance on the Term Loan was $3,500,000 as of March 31, 2022, and interest expense for the three months ended March 31, 2022 was $35,000.~~

Debt issuance costs totaled $81,989, comprised of a warrant to purchase 12,500 shares of common stock issued to the Lender with a fair value of $49,072 (the "Lender Warrant"), fees of $23,066 paid to the Lender and legal costs of $9,851. Amortization of the debt issuance costs related to the Term Loan, included in interest expense on the statement of operations, totaled $3,048 for the period ending March 31, 2022.

~~Unamortized debt issuance costs on the Term Loan totaled $74,336 and $77,384 as of March 31, 2022, and December 31, 2021, respectively.~~

~~As of March 31, 2022, future minimum payments due related to the Term Loan were as follows:~~

2022 (excluding 3 months ended March 31, 2022)

$
—
2023

1,166,667
2024

1,400,000
2025

933,333
Total

3,500,000
Less debt issuance cost

(74,336)
Term Loan, net

$
3,425,664

sheet.

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iSpecimen Inc.

Notes to Unaudited Condensed Financial Statements

Jill Mullan

On September 20, 2022, the Company received a notice of departure from Jill Mullan to vacate the position of Chief Operating Officer of the Company, effective as of October 24, 2022. At the time the notice of departure was received from Ms. Mullan, she had received an executive employment agreement for renewal of her employment with the Company. Ms. Mullan continues to serve on the Company’s board of directors until the 2023 Annual Meeting of Stockholders, or until the election and qualification of Ms. Mullan’s successor in office, subject to her earlier death, resignation, or removal.

The Company and Ms. Mullan executed a separation agreement on October 28, 2022 with an effective date of October 24, 2022. The Company recognized $325,000 in severance expense for Ms. Mullan on November 4, 2022, the date on which her separation agreement revocation period expired. The severance expense is recorded within general and administrative expense on the statement of operations and the corresponding liability is recorded in accrued liabilities on the balance sheet.

On January 1, 2023, the Company accrued an additional $21,896 in severance expense and liability which represents the employer’s portion of the applicable taxes on the remaining severance payments. As of March 31, 2023, the balance of the severance and employer taxes liabilities was $202,429 and is recorded on the balance sheet.

6.7. FAIR VALUE MEASUREMENTS

The following table sets forth the Company’s assets to be measured at fair value on a recurring basis and their respective classification within the fair value hierarchy as of March 31, 2023:


	Fair Value at March 31, 2023
	Total		Level 1		Level 2		Level 3
Assets:
Available-for-sale securities	$	7,259,482	$	7,259,482	$	—	$	—
Total Assets	$	7,259,482	$	7,259,482	$	—	$	—

As of March 31, 2023, the Company did not have any liabilities measured at fair value on a recurring basis.

8.COMMITMENTS AND CONTINGENCIES

Leases

The Company has 1one operating lease of office space in Lexington, Massachusetts, ~~that~~which will expire on February 28, 2024.

Leases with an initial term of twelve months or less are not recorded on the balance sheet date, and the Company does not separate lease and non-lease components of contracts. There are no material residual guarantees associated with any of the Company’s leases, and there are no significant restrictions or covenants included in the Company’s lease agreements.

The Company’s lease agreement does not provide an implicit borrowing rate. Therefore, the Company used a benchmark approach to derive an appropriate imputed discount rate. The Company benchmarked itself against other companies of similar credit ratings and comparable quality and derived an imputed rate, which was used to discount its real estate lease liabilities. The Company used estimated incremental borrowing rates for its active real estate lease. The calculated incremental borrowing rate was 5.96%, which was calculated based on remaining lease term of 1.92 years as of January 1, 2022.

There was 0no sublease rental income for the three months ended March 31, ~~2022,~~2023, and the Company is not the lessor in any lease arrangement, and there ~~were 0~~have been no related-party lease agreements.

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iSpecimen Inc.

Notes to Unaudited Condensed Financial Statements

Lease Costs

The table below presents certain information related to the lease costs for the Company’s operating lease for three months ended March 31, 2023:


Operating lease expense	$	41,078
Short-term lease expense		1,500
Total lease cost	$	42,578

Lease Position as of March 31, 2023

Right of use lease assets and lease liabilities for the Company’s operating lease as of March 31, 2023 were recorded in the balance sheet as follows:


Assets
Operating lease right-of-use assets	$	146,193
Total lease assets	$	146,193

Liabilities
Current liabilities:
Operating lease liability – current portion	$	147,375
Noncurrent liabilities:
Operating lease liability – net of current portion		—
Total lease liability	$	147,375

Lease Terms and Discount Rate

The table below presents certain information related to the weighted average remaining lease term and the weighted average discount rate for the Company’s operating leases as of March 31, 2023:


Weighted average remaining lease term (in years) – operating leases		0.92
Weighted average discount rate – operating leases		5.96%

Undiscounted Cash Flows

Future lease payments included in the measurement of lease liabilities on the balance sheet are as follows:




2022 (excluding three months ended March 31, 2022)	$	122,631
2023		165,254
2023 (excluding the three months ended March 31, 2023)			$	124,203
2024		27,601		27,601
Total future minimum lease payments		315,486		151,804
Less effect of discounting		(18,104)		(4,429)
Present value of future minimum lease payments	$	297,382	$	147,375

Rent expense for the three months ended March 31, ~~2022~~2023 and ~~2021~~2022 amounted to $42,578 and $44,957, ~~and $40,178,~~ respectively.

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iSpecimen Inc.

Notes to Unaudited Condensed Financial Statements

Cash Flows

Supplemental cash flow information related to the operating lease for the three months ended March 31, ~~2022~~2023 was as follows:


Non-cash operating lease expense (operating cash flow)	$	36,291	$	38,499
Change in operating lease liabilities (operating cash flow)	$	(35,741)	$	(38,472)
Supplemental non-cash amounts of operating lease liabilities arising from obtaining right-of-use assets	$	333,123

Legal Proceedings

From time to time the Company is involved in litigation, claims, and other proceedings arising in the ordinary course of business. Such litigation and other proceedings may include, but are not limited to, actions relating to employment law and misclassification, intellectual property, commercial or contractual claims, or other consumer protection statutes. Litigation and other disputes are inherently unpredictable and subject to substantial uncertainties and unfavorable resolutions could occur. As of March 31, ~~2022,~~2023, there was no material litigation against the Company.

~~Table of Contents~~

~~iSpecimen Inc.~~

~~Notes to Unaudited Condensed Financial Statements~~

7.9.STOCKHOLDERS’ EQUITY

The Company’s authorized capital is 250,000,000 shares, of which (1) 200,000,000 shares are common stock, par value $0.0001 per share and (2) 50,000,000 are preferred stock, par value $0.0001 per share, which may, at the sole discretion of the Company’s board of directors, be issued in one or more series.

Common Stock

During the three months ended March 31, ~~2022,~~2023, the Company issued ~~77,679~~67,736 shares of common stock for cash exercises of options of ~~$75,277.~~$67,736.

Warrants

Underwriter ~~Warrants~~Warrant

In connection with the Company's underwriting agreement with ThinkEquity, a division of Fordham Financial Management, Inc. and the representative of the Company’s IPO underwriters,, the Company ~~entered into~~issued to ThinkEquity a warrant ~~agreement~~ to purchase up to 90,000 shares of common stock ~~par value $0.0001~~ (the "Underwriter Warrant"). The Underwriter Warrant is exercisable at a per share exercise price of $10.00 and is exercisable at any time and from time to time, in whole or in part, during the four- and one-half year period commencing 180 days from the effective date of the IPO registration statement. The Underwriter Warrant became exercisable on or after December 16, 2021 (six months from the effective date of the offering) and expires on June 15, 2026. Upon issuance of ~~these warrants,~~the Underwriter Warrant, as partial compensation for its services as an underwriter, the fair value of approximately $0.4 million was recorded as equity issuance costs in ~~period~~the year ended December 31, 2021. As of March 31, ~~2022,~~2023, the Underwriter Warrant had not been exercised, and had a weighted average exercise price of ~~$0.64~~$10.00 per share and a remaining weighted average time to expiration of ~~4.21~~3.21 years.

Lender Warrant

In connection with ~~the~~ a term loan (“Term ~~Loan~~Loan”) entered into with Western Alliance Bank (the “Lender”) on August 13, 2021, the Company issued a warrant to the Lender ~~Warrant to Lender~~(the “Lender Warrant”) to purchase 12,500 shares of common stock of the Company. The Lender Warrant is exercisable at a per share exercise price of $8.00 and is exercisable at any time on or after August 13, 2021 through August 12, 2031. The Company determined that the Lender Warrant was equity-classified. As of March 31, ~~2022,~~2023, the Lender Warrant had not been exercised, and had a weighted average exercise price of ~~$12.06~~$8.00 per share and a remaining weighted average time to expiration of ~~9.38~~8.38 years.

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iSpecimen Inc.

Notes to Unaudited Condensed Financial Statements

PIPE Warrants

On December 1, 2021, the Company completed a private placement (the “PIPE”) in which the Company issued warrants (the “PIPE Warrants”) to purchase up to an aggregate of 1,312,500 shares of common stock. These PIPE Warrants have an exercise price of $13.00 per share and are immediately exercisable upon issuance and will expire on the five- and one-half-year anniversary of the issuance date. As of March 31, ~~2022,~~2023, the PIPE Warrants had not been exercised, and had a weighted average exercise price of ~~$12.06~~$13.00 per share and a remaining weighted average time to expiration ~~of 4.87 year.~~o

~~The following assumptions were used to estimate the fair value of warrants granted using the Black-Scholes-Merton option pricing model during the three months ended March 31:~~

2022

2021

Assumptions:





Risk-free interest rate

—

0.90% - 1.30%

Expected term (in years)

—

5.00 - 10.00

Expected volatility

—

59% - 69%

Expected dividend yield

—

—

~~Table of Contents~~

~~iSpecimen Inc.~~

~~Notes to Unaudited Condensed Financial Statements~~

~~A summary of warrant activity during the three months ended March 31, 2022 was as follows:~~

Weighted

Average

Weighted

Remaining

Warrants

Average

Contractual Term


Outstanding

Exercise Price

in Years
Balance at December 31, 2021

1,415,000

$
9.76

5.34
Granted

—

—

—
Exercised

—

—

—
Cancelled/forfeited

—

—

—
Balance at March 31, 2022

1,415,000

$
9.76

5.22

f 4.25 years.

8.10.~~SHARE-BASED~~STOCK-BASED COMPENSATION

~~Stock Options~~

~~As of March 31, 2022, there were 112,206 and 217,414 shares of common stock available for future grants under the Company’s 2013~~ Stock Incentive ~~Plan and 2021 Plan (defined below) (collectively, the “Plans”), respectively.~~

~~The following assumptions were used to estimate the fair value of stock options granted using the Black-Scholes-Merton option pricing model during the three months ended March 31:~~

2022

2021

Assumptions:

Risk-free interest rate

—

0.47% – 0.64%

Expected term (in years)

—

5.81 – 5.85

Expected volatility

—

49.88% –49.98%

Expected dividend yield

0

0

~~A summary of stock option activity under the~~ Plans ~~is as follows:~~

Weighted

Average

Weighted

Remaining

Options

Average

Contractual Term

Aggregate


Outstanding

Exercise Price

in Years

Intrinsic Value
Balance at December 31, 2021

255,147

$
2.32

7.75

$
1,550,409
Granted

—

—

—

—
Exercised

(77,679)

1.04

—

336,632
Cancelled/forfeited

(1,326)

1.00

—

Balance at March 31, 2022

176,142

$
1.18

8.01

$
500,420

Options exercisable at March 31, 2022

135,786

$
1.25

7.09

$
559,850

The aggregate intrinsic value in the table above represents the difference between the Company's stock price as of the balance sheet date and the exercise price of each in-the-money option on the last day of the period. The total intrinsic value of stock options exercised was approximately $336,632 during the three months ended March 31, 2022. There were 0 options exercised during the three months ended March 31, 2021.

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~~iSpecimen Inc.~~

~~Notes to Unaudited Condensed Financial Statements~~

The weighted average grant date fair value of stock options issued in the three months ended March 31, 2022 and 2021 was $0 and $1.77, respectively. The Company recorded stock options compensation expense as follows for the three months ended March 31:

2022

2021
Operating expenses:




General and administrative

$
26,337

$
9,104
Sales and marketing

1,075

1,950
Fulfillment

825

1,469
Supply development

306

288
Technology

1,012

9,225
Total stock options expense

$
29,555

$
22,036

A total of $212,195 of unamortized compensation expense at March 31, 2022 will be recognized over the remaining requisite service period of 2.1 years. During the three months ended March 31, 2022, the Company received proceeds of $75,277 from the exercise of stock options.

2021 ~~Stock Incentive~~ Plan

~~On June 16,~~In March 2021, the Company adopted the iSpecimen Inc. 2021 Stock Incentive Plan, which was subsequently amended in June 2021 and then on May 25, 2022 (the “2021 Plan”). The 2021 Plan was adopted to enhance the Company’s ability to attract, retain and motivate employees, officers, directors, consultants, and advisors by providing such persons with equity ownership opportunities and performance-based incentives. The 2021 Plan authorizes options, restricted stock, RSUs and other stock-based awards. The Company's board of directors, or any committee to which the board of directors delegates such authority, has the sole discretion in administering, interpreting, amending, or accelerating the 2021 Plan. Awards may be made under the 2021 Plan for up to 608,000 shares of the Company's common stock, and the 2021 Plan was made effective with the completion of the IPO.

2013 Plan

The iSpecimen Inc. 2013 Stock Incentive Plan (the “2013 Plan”) was adopted on April 12, 2013 and subsequently amended on July 29, 2015. The aggregate number of shares of common stock that may be issued pursuant to the 2013 Plan was 1,713,570.

During the three months ended March 31, ~~2022, 11,000~~2023, 118,247 and 0 equity awards were issued under the 2021 ~~Plan.~~Plan and 2013 Plan, respectively. As of March 31, 2023, there were 35,684 and 1,234 shares of common stock available for future grants under the Company’s 2021 Plan and 2013 Plan, respectively.

~~Restricted~~ Stock ~~Units~~Options

~~Total recognition~~The Company granted 117,500 stock options during the three months ended March 31, 2023. The Company did not grant any stock options in the three months ended March 31, 2022. The following assumptions were used to estimate the fair value of ~~RSUs expense to employees was as follows for~~stock options granted using the Black-Scholes-Merton option pricing model during the three months ended March 31:

2022
Operating expenses:

General and administrative

$
7,932
Sales and marketing

14,167
Fulfillment

13,631
Supply development

7,196
Technology

13,400
Total RSU expense

$
56,326


	2023	2022
Assumptions:
Risk-free interest rate	0.38% – 0.39%	—
Expected term (in years)	0.99 – 4.00	—
Expected volatility	59.95% –59.95%	—
Expected dividend yield	—	—

These RSUs are subject to one-year cliff vesting, with 25% of the RSUs vesting on the first anniversary of issuance. The remaining RSUs vest quarterly over a three-year period. As of March 31, 2022, unrecognized stock-based compensation expense related to the unvested employee RSUs was $835,347, which the Company expects to recognize on a straight-line basis over a weighted average period of approximately 3.40 years. During the three months ended March 31, 2021, there were 0 RSUs issued.

During July 2021, the Company granted 189,396 RSUs to members of the executive team. Stock compensation expense of $78,955 was recorded in general and administrative expense for the three months ended March 31, 2022. These RSUs are subject to a four-year vesting period, with 20% of the RSUs vesting immediately upon issuance. The remaining RSUs vest annually over a four-year period. As of March 31, 2022, unrecognized stock-based compensation expense related to the unvested RSUs was $727,261 which the Company expects to recognize on a straight-line basis over a weighted average period of approximately 3.23 years.

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iSpecimen Inc.

Notes to Unaudited Condensed Financial Statements

A summary of stock option activity under the 2021 Plan and 2013 Plan is as follows:

~~During July 2021,~~


				Weighted
				Average
		Weighted		Remaining
	Options	Average		Contractual Term	Aggregate
	Outstanding	Exercise Price		in Years	Intrinsic Value
Balance at December 31, 2022	297,559	$	2.69	6.96	$	63,237
Granted	117,500		1.43	—		—
Exercised	(67,736)		1.00	—		46,389
Cancelled/forfeited	(16,535)		6.80	—
Balance at March 31, 2023	330,788	$	2.38	9.00	$	8,981

Options exercisable at March 31, 2023	74,399	$	3.70	7.57	$	7,515

The aggregate intrinsic value in the ~~Company granted 12,500 RSUs to its directors. Stock compensation expense~~table above represents the difference between the Company's stock price as of ~~$19,356~~the balance sheet date and the exercise price of each in-the-money option on the last day of the period. The aggregate intrinsic value of stock options exercised was ~~recorded in general~~approximately $46,389 and ~~administrative expense for~~$336,632 during the three months ended March 31, ~~2022. These~~2023 and 2022, respectively.

The weighted average grant date fair value of stock options issued in the three months ended March 31, 2023 was $0.49. The following table sets forth the recorded stock options compensation expense of the Company during the three months ended March 31:


	2023		2022
Operating expenses:
Technology	$	2,631	$	1,012
Sales and marketing		875		1,075
Supply development		374		306
Fulfillment		644		825
General and administrative		28,540		26,337
Total stock options expense	$	33,064	$	29,555

A total of $220,687 of unamortized compensation expense as of March 31, 2023 will be recognized over the remaining requisite service period of 2.29 years. During the three months ended March 31, 2023 and 2022, the Company received proceeds of $67,736 and $75,277, respectively, from the exercise of stock options.

Restricted Stock Units

A summary of RSUs ~~vest quarterly over a one-year period.~~ activity under the 2021 Plan and 2013 Plan is as follows:


		Weighted
	RSUs	Average Grant
	Outstanding	Date Fair Value
Unvested Balance at December 31, 2022	267,505	$	5.43
Granted	747		1.62
Vested	(28,776)		5.19
Forfeited	(23,418)		5.34
Unvested Balance at March 31, 2023	216,058	$	5.46

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iSpecimen Inc.

Notes to Unaudited Condensed Financial Statements

The Company recorded RSUs compensation expense during the three months ended March 31 as follows:


	2023		2022
Operating expenses:
Technology	$	34,777	$	13,400
Sales and marketing		11,855		14,167
Supply development		—		7,196
Fulfillment		21,444		13,631
General and administrative		19,417		106,243
Total RSU expense	$	87,493	$	154,637

As of March 31, ~~2022,~~2023, the total unrecognized stock-based compensation expense related to ~~these~~ unvested RSUs was ~~$26,023 which the Company expects~~$1,046,945, and it is expected to ~~recognize~~be recognized on a straight-line basis over a weighted average period of approximately ~~0.25~~2.62 years.

Weighted

RSUs

Average Grant

Outstanding

Date Fair Value
Unvested Balance at December 31, 2021

285,542

$
6.77
Granted

11,000

4.06
Vested

(3,125)

6.28
Forfeited

(2,250)

1.27
Unvested Balance at March 31, 2022

291,167

$
6.68

~~Performance Stock Units~~

During July 2021, the Company issued 47,349 performance stock units (“PSUs”) to four members of the executive team pursuant to each executive's employment agreement executed in connection with the IPO. The PSUs are subject to certain performance obligations relating to certain revenue and cost of revenue metrics to be determined at the beginning of each fiscal year within the four year vesting period. In year one of the four-year vesting period, the Company was not able to predict the likelihood of achieving the targets pursuant to the metrics in each of the executives' employment agreements, and therefore 0 stock compensation expense was recognized for the three months ended March 31, 2022.

9.11.INCOME TAXES

As of March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, the Company had federal net operating loss carryforwards of approximately ~~$32,500,000~~$42,500,000 and ~~$30,300,000,~~$40,800,000, respectively, of which approximately $13,000,000 expires at various periods through 2037 and approximately ~~$19,500,000~~$29,500,000 and ~~$17,300,000,~~$27,800,000, respectively, can be carried forward indefinitely. As of March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, the Company had state net operating loss carryforwards of approximately ~~$23,400,000~~$25,700,000 and ~~$22,400,000,~~$25,000,000, respectively, that expire at various periods through ~~2042,~~2043, respectively. AtAs of March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, the Company had federal and state tax credits of approximately ~~$900,000~~$1,040,000 and ~~$850,000,~~$1,094,000, respectively, available for future periods that expire at various periods through ~~2042.~~2043. The Company has recorded a full valuation allowance against net deferred income tax assets due to a history of losses generated since inception.

~~10.~~Due to changes in ownership provisions of the Internal Revenue Code of 1986 (the “IRC”), the availability of the Company's net operating loss carryforwards may be subject to annual limitations under Section 382 of the IRC against taxable income in the future period, which could substantially limit the eventual utilization of such carryforwards~~SUBSEQUENT EVENTS~~

~~Restricted Stock Units~~.

Pursuant to the 2021 Plan, the Company granted 107,326 RSUs to employees in April 2022. Each RSU represents the right to receive one share of the Company’s common stock, subject to the terms and conditions set forth in the RSU award agreement and the 2021 Plan. The RSUs vest as follows: 25% from the one-year anniversary of the vesting start date, and then the remainder of the shares will time-vest quarterly beginning fifteen months after the vesting start date and then every three months thereafter, through the fourth yearly anniversary of the vesting start date.

~~Waiver of Violation of Debt Covenant~~

In connection with the Term Loan, on April 25, 2022, the Company became aware that an event of default by the Company had occurred by reason of the Company’s violation of a financial covenant for the three months ended March 31, 2022 (the “Event of Default”), as set forth in the Company’s Term Loan with the Lender (see Note 5).

On April 29, 2022, the Company and the Lender entered into a waiver (the “Waiver”), pursuant to which the Lender agreed to waive the Event of Default and the Company agreed to release the Lender from all its claims from the beginning of the time through and

~~Table of Contents~~

~~iSpecimen Inc.~~

~~Notes to Unaudited Condensed Financial Statements~~

~~including the date of the Waiver, whether they relate to the Term Loan, the covenants or any other claims that the Company ever had or currently has against the Lender~~.

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to iSpecimen Inc. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “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”), that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the ~~Risk Factors~~“Risk Factors” section of Amendment No. 1 to the Company’s ~~annual report~~Annual Report on Form ~~10-K~~10-K/A filed with the U.S. Securities and Exchange Commission (the “SEC”) on March ~~22, 2022.~~30, 2023. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We were incorporated in 2009 under the laws of the state of Delaware. Our mission is to accelerate life science research and development via a single global marketplace platform, the iSpecimen Marketplace, which connects researchers to subjects, specimens, and associated data. We are headquartered in Lexington, Massachusetts. We operate as one operating and reporting segment.

In addition to creating a single global platform where both specimen providers and researchers can connect, the iSpecimen Marketplace automates the process of searching for and selecting specimens for research. The platform taps into healthcare provider data to gain insights into the available samples in biobanks or laboratories, or to gain insights into the patient populations to support specimen collections directly from research subjects. The platform receives de-identified data from electronic medical records, laboratory information systems, and other healthcare data sources of available specimens and research subjects and harmonizes the data across all participating organizations.

Researchers can search this data using our intuitive web-based user interface to obtain specimens more efficiently. They can instantly find the specific specimens they need for their studies, request quotes for these specimens or for custom collections directly from research subjects, place orders, and track and manage their specimens and associated data across projects.

Biospecimen providers also gain efficiencies using the iSpecimen Marketplace, not only because the platform provides instant access to a large researcher base, but because the technology orchestrates the bioprocurement workflow from specimen request to ~~fulfilment.~~fulfillment. Specimen providers access intuitive dashboards to view requests, create proposals, and track and manage their orders.

Finally, the platform helps with administrative and reporting functions for researchers, suppliers, and our internal personnel, including user and compliance management.

The iSpecimen Marketplace is composed of four major functional areas: search, workflow, data, and administration and reporting. We continue to invest in the evolution of these areas to improve engagement with the platform and liquidity across it. 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 the Company to explore other adjacent business opportunities that can benefit from the use of the iSpecimen Marketplace.

Table of Contents

The iSpecimen Marketplace currently supports the supply chain management and bioprocurement process for specimens and associated data. We generate revenue by procuring various specimens from hospitals, laboratories, and other supply sites comprising our network, and delivering them to our medical research customers using our proprietary software to identify and locate the required specimens. Costs paid to acquire specimens from hospitals and laboratories generally ~~varies~~vary depending upon the sample type, collection requirements, and data provided. We generally operate in a “just in time” fashion, meaning we procure specimens from our suppliers and distribute specimens to our customers after we obtain an order for specimens from a research client. Generally, we do not speculatively purchase and bank samples in anticipation of future, unspecified needs. We believe our approach offers many advantages over a more traditional inventory-based supplier business model where biorepositories take inventory risks, and where inventory turnover and cash conversion cycles can be lengthy.

~~Impact of the COVID-19 Pandemic on Our Operations~~Inflation and Recession

~~We are~~

The Company’s financial performance is subject to ~~the risks arising from the COVID-19 outbreak’s social~~global economic conditions and ~~economic impacts on the healthcare services industry. Our management believes that the social and economic impacts could have a significant~~their impact on ~~future~~levels of spending by our customer research organizations, particularly discretionary spending for procurement of specimens used for research. Economic recessions may have adverse consequences across industries, including the health and bio-specimen industries, which may adversely affect our business and financial condition, liquidity, and results of operations, which include but are not limited to the following: (i) restrictions on in-person activities arising from shelter-in- place, or similar isolation orders, that limitcondition. We increased our ~~ability to procure specimens through our supply chain;~~ ~~(i) decline~~allowance for doubtful accounts in ~~researcher demand for specimens; and (iii) deteriorating economic conditions, such as increased unemployment rates and recessionary conditions.~~

Beginning 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.

In response to the COVID-19 outbreak, we implemented measures to help stabilize revenue, improve our cash position, and reduce costs. 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. Cost saving measures included the elimination of non-essential travel and in-person training activities, deferral of certain planned expenditures, and the furlough of 7% of our employees in August 2020.

To stabilize revenue, we added COVID-19 samples to our product line to support growing research in this area and also contracted with mobile phlebotomy service providers to more easily collect specimens from research subjects who may be practicing social distancing. We received our first request for samples from patients with a prior or current COVID-19 infection on March 18, 2020, and through March 31, 2022, we fulfilled additional COVID-19 specimen requests. Because of our large, geographically diverse network with many sites around the country and the world, we were able to respond quickly to this new demand and match requests for COVID-19 specimens to sites in areas of outbreak. As a result,accounts receivables by $152,790 during the three months ended March 31, ~~2022 and 2021, approximately 19%, and 20%, respectively, of our total purchase orders were~~2023 due to a few boutique life sciences customers that have filed for bankruptcy. We have enhanced procedures related to ~~COVID-19 specimens.~~our credit check process for new and existing customers in fiscal year 2023 to mitigate the risk of future uncollectability of receivables.

~~While~~

We believe that our ~~supply sites were mostly operational as of March 31, 2022, we expect that while the pandemic lasts, we~~business will continue to ~~experience slowdowns in specimen collections as~~be resilient through a continued economic downturn or recession, or slowing or stalled recovery therefrom, and that we have the ~~pandemic surges in various parts of the world due~~liquidity to ~~social distancing~~address our financial obligations and alleviate possible adverse effects on the part of research subjects, supply partner site employees, and customer research organizations. There is still considerable uncertainty around the duration of this COVID-19 outbreak and its future impact. While we implemented measures to help stabilize revenue as well as measures to reduce costs in response to the COVID-19 outbreak, given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, we expect this matter to continue to have an impact on our business, financial condition, results of operations ~~financial condition,~~ or ~~liquidity, which cannot be reasonably estimated at this time.~~prospects.

Impact of ~~Russia’s Invasion of Ukraine~~the Russian-Ukrainian War on Our Operations

Our business was negatively impacted during the first ~~quarter~~half of 2022 by ~~Russia’s invasion of Ukraine~~.the ongoing war between Russia and Ukraine. At the start of the ~~conflict,~~war, we had approximately $1 million of purchase orders that were slated to be fulfilled by our supply network in Ukraine and Russia. This supply network was shut down ~~quickly~~ at the start of the ~~conflict.~~war. Ukrainian suppliers were disabled due to ~~conflict~~war conditions and evacuations and some of our Russian suppliers were disabled by sanctions. While we mobilized to shift these purchase orders to other suppliers in ~~our~~the network, the process of getting specimen collections from other supply sites took time, which ~~has~~ caused a delay in the fulfillment of such purchase orders. Alternate suppliers do not have the same favorable unit economics or specimen collection ratesand this impacted our margins. Additionally, key resources were diverted from operations to resolving the re-fulfillment issues caused by the conflict.

As of March 31, 2023, our supply sites in Russia that had not been under sanctions were accessible and our supply sites in Ukraine were mostly reopened. However, due to the uncertainty caused by the ongoing war, Ukrainian and Russian suppliers may again become inaccessible to us. Therefore, as long as the uncertainty continues, our policy is to ensure at a purchase order level that an order is not solely sourced from the two countries. The short and long-term implications of ~~Russia’s invasion of Ukraine~~the war are difficult to predict at this time. ~~Our Russian and Ukrainian suppliers may continue to be inaccessible to us throughout the conflict and we may have difficulty finding alternate suppliers with~~

~~Table~~The imposition of ~~Contents~~

~~similar unit economics. Additionally, the imposition of~~more sanctions and counter sanctions may have an adverse effect on the economic markets generally and could impact our business and the businesses of our supply partners, especially those in Ukraine and ~~customers generally.~~Russia. Because of the highly uncertain and dynamic nature of these events, it is not currently possible to estimate the impact of ~~Russia’s invasion of Ukraine~~the war on our business and the companies from which we obtain supplies and distribute specimens.

Impact of the COVID-19 Pandemic on Our Operations

In response to the COVID-19 pandemic, we put in place additional health and safety protocols. We continue to monitor and revise these protocols as appropriate to address the evolving nature of the pandemic. While we have seen a return to business as usual in our industry, we continue to monitor the future impact of the COVID-19 pandemic on us, which includes factors such as length of time of the pandemic; the responses of federal, state and local government; the impact of future variants that may emerge; vaccination rates among

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the population; the efficacy of the COVID-19 vaccines; the longer-term impact of the pandemic on the economy and consumer behavior; and the effect on our employees, vendors and suppliers. We will continue to monitor and evaluate the ongoing COVID-19 pandemic and will work to respond appropriately to the impact of COVID-19 on our business, as well as customers’ and suppliers’ businesses.

Known Trends, Demands, Commitments, Events or Uncertainties Impacting Our Business

Chief Executive Officer Initiatives

Under the direction of Ms. Curley, our new Chief Executive Officer, the Company’s mission to accelerate life sciences research and development, pursuant to a single global marketplace platform, remains unchanged. Ms. Curley continues to review the Company’s structure, processes, and resources to evaluate and identify areas for improvement, and has been focused on creating and ensuring a runway for growth and scale. The focus of our activities is directed at increasing our revenue in the second half of 2023 with new initiatives that are already underway and increasing our cross-functional team communications to help improve execution.

She has also reviewed our technology roadmap and has been green-lighting projects to accelerate development timelines. We are committed to investing in and developing our technology. ~~For~~In the ~~first quarter of 2022~~three months ended March 31, 2023, we capitalized approximately ~~$339,000 for~~$1,540,000 of internally developed software costs and have plans to continue investing at ~~the~~this level for the remainder of the year. We anticipate that these investments will increase revenue opportunities and result in operational efficiencies, positively impacting our liquidity, capital resources and results of operations in the future with a less than two-year rate of return on the investment.

We ~~continue~~have identified opportunities to ~~experience declines~~match specimen requests more effectively to the inventory and capabilities of our supplier network and have begun addressing these opportunities. We believe that during 2023, this will result in an increase in the utilization rate of our ~~COVID-19 revenue. For~~supplier network, which currently is heavily skewed toward the top 10-15% of our suppliers. Our initiative designed to reduce or eliminate supplier concentration is underway. We expect the re-leveling of our network will result in higher match rates, market depth and improved time-to-match.

We recently initiated our Marketplace Onsite Program to offer additional support to our biospecimen provider partners, and have introduced our Marketplace Onsite coordinator, whose responsibility is to field all requests made by the provider partner and submit proposals on behalf of the provider partner, resulting in streamlined sample-related management and reducing strain on existing staff and product pipelines.

Additionally, in the first quarter of 2023, we launched an initiative to reorganize our sales approach, placing a renewed focus on our sales pipeline and positioning it to scale. Related to this initiative, a consultant was retained to evaluate our existing commercial and operational structure, as well as processes, to identify existing shortfalls and areas for improvement to drive revenue. Specifically, we conducted a top-down analysis of our commercial organization and our sales fulfillment pipeline. We believe that this initiative will help us evaluate the drivers required for successful purchase order fulfillment. We will also be developing additional survey capabilities at various decision points across the sales process to improve results at those critical customer decision points. We believe that the information we gain from our customers, through these surveys, will result in our ability to increase our rate of success in closing business transactions with our customers, as well as improve the overall customer experience.

Mitigating Concentration Risks – Cash

As of December 31, 2022, we maintained all of our ~~COVID-19 revenue~~cash with one financial institution and our cash balance with this financial institution was ~~approximately $479,000 compared~~in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limit. If this bank fails in the future, we may not be able to ~~approximately $682,000 for~~immediately (or ever) recover our cash in excess of the ~~same quarter in 2021, a $203,000, or 30%, decrease in COVID-19 revenue. We anticipate that~~FDIC insured limits which would adversely impact our ~~COVID-19 revenue will continue to decline,~~operating liquidity and could negatively ~~impacting~~impact our ~~liquidity, capital resources and~~operations, results of operations and financial performance.

Since the March 2023 failure and FDIC takeover of Silicon Valley Bank and the inability of its customers to readily access their cash deposits, there has been a heightened risk and greater focus on the potential failures of other banks in the future. In order to reduce the risks associated with maintaining all of our cash at a ~~level that is not currently determinable due to the uncertainty~~single bank, we have diversified our investments. As of ~~the continued impact~~March 31, 2023, we had purchased approximately $7.2 million of ~~COVID-19.~~

~~Director and officer insurance is~~U.S. Treasury bills at a significant cost for us. Our current annual premium for this insurance is approximately $1.2 million. We are currently in the process of renegotiating this policy for the upcoming year. The trend in the insurance market for this type of insurance is continually rising premiums. Ifdifferent financial institution. Additionally, we are ~~unable~~working with our current bank to ~~effectively renegotiate this policy, we may have an increase in~~place our ~~annual premium, which would negatively impact~~remaining cash balance into investment products that will fall within FDIC insurance limits, as well as other opportunities to insure the safeguarding of our ~~liquidity, capital resources and results~~assets.

Table of ~~operations. This uncertainty is expected to be resolved by the end of the second quarter of 2022.~~Contents

Components of Our Results of Operations

Revenue

We generate revenue by procuring various specimens from hospitals, laboratories, and other supply sites for our medical research customers using our proprietary software, the iSpecimen Marketplace, to identify, locate, and ultimately validate the required specimens to our customers’ requested specifications. The Company’s performance obligation is to procure a specimen meeting the customer specification(s) from a supplier, on a “best efforts” basis, for our customer at the agreed price per specimen as indicated in the customer contract with the Company. We do not currently charge suppliers or customers for the use of our proprietary software. Each customer will execute a material and data use agreement with the Company or ~~agrees~~agree to online purchase terms, each of which includes terms such as specimen and data use, shipment terms, payment and cancellation terms. These are then supplemented by purchase orders that specify specimen requirements including detailed inclusion/exclusion criteria, quantities to be collected, and pricing. Collectively, these customer agreements represent the Company’s contracts with its customer. Generally, contracts have fixed unit pricing. For certain specimen orders, a refundable customer deposit may be required prior to order fulfillment depending on project set-up requirements, presented as deferred revenue. The Company expects to recognize the deferred revenue within the next twelve months.

We recognize revenue over time, as we have created an asset with no alternative use and we have an enforceable right to payment for performance completed to date. At contract inception, we review a contract and related order upon receipt to determine if the specimen ordered has an alternative use to us. Generally, specimens ordered do not have an alternative future use to us and our performance obligation is satisfied when the related specimens are accessioned. We use an output method to recognize revenue for specimens with no alternative future use. The output is measured based on the number of specimens accessioned.

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Cost of Revenue

Cost of revenue primarily consists of the purchase price to acquire specimens from hospitals and laboratories, inbound and outbound shipping costs, supply costs related to samples, payment processing and related transaction costs, and costs paid to the supply sites to support sample collections. Shipping costs upon receipt of products from suppliers are recognized in cost of revenue.

~~Additionally, we believe that loss from operations is a more meaningful measure of profitability than gross profit due to the nature of specimens accessioned and the diversity of our pricing.~~

Technology

Technology costs include payroll and related expenses for employees involved in the development and implementation of our technology, software license and system maintenance fees, outsourced data center costs, data management costs, depreciation and amortization, and other expenses necessary to support technology initiatives. Collectively, these costs reflect the efforts we make to offer a wide variety of products and services to our customers. Technology and data costs are generally expensed as incurred.

A portion of technology costs are related to research and development. Costs incurred for research and development are expensed as incurred, except for software development costs that are eligible for capitalization. Research and development costs primarily include salaries and related expenses, in addition to the cost of external service providers.

Sales and Marketing

Sales and marketing costs primarily consist of payroll and related expenses for personnel engaged in marketing and selling activities, including salaries and sales commissions, travel expenses, public relations and social media costs, ispecimen.com website development and maintenance costs, search engine optimization fees, advertising costs, direct marketing costs, trade shows and events fees, marketing and customer relationship management software, and other marketing-related costs.

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Supply Development

We have agreements with supply partners that allow us to procure specimens from them and distribute these samples to customers. Supply development costs primarily include payroll and related expenses for personnel engaged in the development and management of this supply network, related travel expenses, regulatory compliance costs to support the network, and other supply development and management costs.

Fulfillment

Fulfillment costs primarily consist of those costs incurred in operating and staffing operations and customer service teams, including costs attributable to assess the feasibility of specimen requests, creating and managing orders, picking, packaging, and preparing customer orders for shipment, responding to inquiries from customers, and laboratory equipment and supplies.

General and Administrative

General and administrative expenses primarily consist of costs for corporate functions, including payroll and related expenses for human resources, legal, finance, and executive teams, associated software licenses, facilities and equipment expenses, such as depreciation and amortization expense and rent, outside legal expenses, insurance costs, and other general and administrative costs.

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Financial Operations Overview and Analysis for the Three Months Ended March 31, ~~2022~~2023 and ~~2021~~2022 (Unaudited)

Comparison of the Three Months Ended March 31, ~~2022~~2023 and ~~2021~~2022


		Three months ended March 31,			Change					Three Months Ended March 31,			Change
	2022		2021		Dollars		Percentage		2023		2022		Dollars		Percentage
Revenue	$	2,518,660	$	2,963,807	$	(445,147)	(15)	%	$	2,950,197	$	2,518,660	$	431,537	17	%
Operating expenses:
Cost of revenue		1,165,917		1,623,651		(457,734)	(28)	%		1,146,912		1,165,917		(19,005)	(2)	%
Technology		527,522		409,951		117,571	29	%		834,407		527,522		306,885	58	%
Sales and marketing		747,432		529,387		218,045	41	%		962,169		747,432		214,737	29	%
Supply development		182,070		111,576		70,494	63	%		275,246		182,070		93,176	51	%
Fulfillment		443,794		269,096		174,698	65	%		455,531		443,794		11,737	3	%
General and administrative		1,810,313		962,790		847,523	88	%		1,818,355		1,810,313		8,042	0	%
Total operating expenses		4,877,048		3,906,451		970,597	25	%		5,492,620		4,877,048		615,572	13	%
Loss from operations		(2,358,388)		(942,644)		1,415,744	150	%		(2,542,423)		(2,358,388)		(184,035)	(8)	%
Other income (expense), net
Interest expense		(38,048)		(853,147)		815,099	96	%		(3,535)		(38,048)		34,513	91	%
Interest income		12,654		47		12,607	100	%		114,263		12,654		101,609	803	%
Other expense, net		40		(3,732)		3,772	100	%		(117)		40		(157)	(393)	%
Loss on extinguishment of bridge notes and bridge notes, related parties		—		(2,750,171)		2,750,171	100	%
Gain on extinguishment of note payable		—		788,156		(788,156)	100	%
Change in fair value of derivative liability on convertible notes		—		(154,000)		154,000	100	%
Change in fair value of derivative liability on bridge notes and bridge notes, related parties		—		(48,000)		48,000	(100)	%
Other expense, net		(25,354)		(3,020,847)		2,995,493	99	%
Other income (expense), net										110,611		(25,354)		135,965	536	%
Net loss	$	(2,383,742)	$	(3,963,491)		1,579,749	40	%	$	(2,431,812)	$	(2,383,742)		(48,070)	(2)	%

Revenue

Revenue ~~decreased~~increased by approximately ~~$445,000~~$432,000, or ~~15%~~17%, from ~~approximately $2,964,000 for the three months ended March 31, 2021 to~~ approximately $2,519,000 for the three months ended March 31, ~~2022.~~2022 to approximately $2,950,000 for the three months ended March 31, 2023. This was primarily due to ~~the reduction~~an increase of 3,705, or 75%, in ~~demand for COVID-19~~specimen count from 4,924 specimens in the three months ended March 31, 2022 ~~a shutdown~~to 8,629 specimens in ~~our Ukrainian and Russian supply network which impacted our ability to fulfill orders at~~ the ~~start of the conflict and~~three months ended March 31, 2023. The increase in specimen count was offset by a ~~slight increase~~decrease of $146, or 30%, in the average selling price ~~of specimens overall. For~~per specimen from approximately $489 in the three months ended March 31, 2022 ~~and 2021, revenue derived from specimens related~~ to ~~COVID-19 accounted for approximately $479,000 and $682,000 or 19% and 23%, respectively, of our total revenue. Specimens accessioned during~~$342 in the three months ended March 31, ~~2022 decreased by 1,267, or 20%, to 4,924, compared to 6,191 of specimens accessioned during the three months ended March 31, 2021. There was a change~~ 2023. A shutdown in ~~specimen mix that resulted in an increase in the average selling price per specimen of approximately $10 or 2% compared to the same prior year's period.~~our

~~Cost of Revenue~~

Cost of revenue decreased by approximately $458,000, or 28%, from approximately $1,624,000 for the three months ended March 31, 2021 to approximately $1,166,000 for the three months ended March 31, 2022, which was attributable to an 11% decrease in the average cost per specimen as well as a decrease of 20% in specimens accessioned for the current period compared to the same prior year's period.

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Ukrainian and Russian supply network in the first quarter of 2022 impacted our ability to fulfill orders at the start of the conflict, and thereby impacted our revenues in the three months ended March 31, 2022.

Cost of Revenue

Cost of revenue decreased by approximately $19,000, or 2%, from approximately $1,166,000 for the three months ended March 31, 2022 to approximately $1,147,000 for the three months ended March 31, 2023, which was attributable to a 43% decrease in the average cost per specimen offset by a 75% increase in the number of specimens accessioned for the current period compared to the same period in the prior year.

Technology

Technology expenses increased by approximately ~~$118,000,~~$307,000, or ~~29%~~58% from ~~approximately $410,000 for the three months ended March 31, 2021 to~~ approximately $528,000 for the three months ended March 31, ~~2022.~~ 2022 to approximately $834,000 for the three months ended March 31, 2023. The ~~period over period~~ increase was related to increases in headcount and payroll and related expenses of approximately ~~$87,000 and in depreciation and~~$103,000, amortization of internally developed software of approximately ~~$31,000.~~$167,000, professional fees unrelated to internally developed software of approximately $38,000, offset by a decrease in general and administrative expenses of approximately $1,000.

Sales and Marketing Expenses

Sales and marketing expenses increased by approximately ~~$218,000,~~$215,000, or ~~41%~~29%, from ~~approximately $529,000 for the three months ended March 31, 2021 to~~ approximately $747,000 for the three months ended March 31, ~~2022.~~2022 to approximately $962,000 for the three months ended March 31, 2023. The ~~period over period~~ increase was attributable to increases in payroll and related expenses of approximately ~~$110,000,~~$229,000 due to hiring of more sales personnel, professional fees of approximately $76,000, travel expenses of approximately $16,000, offset by decreases in external marketing ~~efforts~~expenses of approximately $105,000, and ~~an increase in general operating~~utilities and facilities expenses of approximately ~~$3,000.~~$2,000.

Supply Development

Supply development expenses increased by approximately ~~$70,000,~~$93,000, or ~~63%~~51%, from ~~approximately $112,000 for the three months ended March 31, 2021 to~~ approximately $182,000 for the three months ended March 31, ~~2022.~~2022 to approximately $275,000 for the three months ended March 31, 2023. The ~~period over period~~increase was primarily attributable to increases in operating and regulatory compliance costs of approximately $110,000, and travel expenses of approximately $8,000, offset by a decrease in payroll and related expenses of approximately $25,000.

Fulfillment

Fulfillment costs increased by approximately $12,000, or 3%, from approximately $444,000 for the three months ended March 31, 2022 to approximately $456,000 for the three months ended March 31, 2023. The increase was primarily attributable to increases in payroll and related expenses of approximately ~~$74,000, partially offset by decreases~~$8,000 for personnel engaged in pre-sales feasibility assessments and post-sales fulfillment activities, and an increase in operating ~~and regulatory compliance costs~~expenses of approximately $4,000.

~~Fulfillment~~General and Administrative

~~Fulfillment costs~~General and administrative expenses increased by approximately ~~$175,000,~~$8,000, or ~~65%~~less than 1%, from approximately ~~$269,000~~$1,810,000 for the three months ended March 31, ~~2021~~2022 to approximately ~~$444,000~~$1,818,000 for the three months ended March 31, ~~2022.~~2023. The ~~period over period~~ increase was ~~primarily~~ attributable to increases in payroll and related expenses of approximately ~~$175,000 for personnel engaged in pre-sales feasibility assessments~~$76,000, depreciation and ~~post-sales fulfillment activities.~~

~~General and Administrative Expenses~~

~~General and administrative~~amortization expenses increased approximately $848,000, or 88%, from approximately $963,000 for the three months ended March 31, 2021 to approximately $1,810,000 for the three months ended March 31, 2022. The period over period increase was attributable to increases in compensation costsof $34,000, bad debt expense of approximately ~~$249,000, stock compensation~~$26,000, advertising expense of approximately ~~$111,000, directors’~~$17,000, offset by decreases in professional fees of approximately $125,000, utilities and ~~officers’~~facilities expenses of approximately $11,000, and taxes and insurance of approximately ~~$336,000 and operating and maintenance expenses of approximately $152,000.~~

~~Other Expense, Net~~

Other expense, net, decreased approximately $2,995,000, or 99%, from approximately $3,021,000 for the three months ended March 31, 2021 to approximately $25,000 for the three months ended March 31, 2022. The period over period decrease in other expense, net, was attributable to the decreases in loss on extinguishment of secured promissory notes the Company issued from 2018 to 2021 to investors and existing stockholders (the “bridge notes”) of approximately $2,750,000, interest expense of approximately $815,000, the change in fair value of derivative liabilities related to the convertible notes that the Company issued to related parties in 2017 and 2018 (the “convertible notes”), bridge notes of approximately $202,000 and an increase in interest income of approximately $16,000 offset by a gain in extinguishment of notes payable of approximately $788,000 which was recognized in the three months ended March 31, 2021.$9,000.

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Other Income (Expense), Net

Other income (expense), net, increased by approximately $136,000, or 536%, from approximately $25,000 of other expense net, for the three months ended March 31, 2022 to approximately $111,000 of other income, net, for the three months ended March 31, 2023. The increase in other income (expense), net, was attributable to increases in interest income of approximately $102,000, and a decrease in interest expense of approximately $35,000.

Liquidity and Capital Resources

Change

March 31, 2022

December 31, 2021

Dollars

Percentage

(unaudited)

Balance Sheet Data:

Cash

$
26,099,178

$
27,738,979

(1,639,801)

(6)
%
Working capital

28,104,041

30,442,955

(2,338,914)

(8)
%
Total assets

33,287,316

35,719,598

(2,432,282)

(7)
%
Accrued interest

8,167

8,167

—

—
%
Term loan, net of debt discount

3,425,664

3,422,616

3,048

—
%
Total stockholders' equity

27,667,314

29,791,588

(2,124,274)

(7)
%

Three months ended March 31,

Change


2022

2021

Dollars

Percentage



Statement of Cash Flow Data:

Net cash flows used in operating activities

$
(1,375,916)

$
(126,249)

$
(1,249,667)

(990)
%

Net cash flows used in investing activities

(339,162)

(214,534)

(124,628)

(58)
%

Net cash flows provided by financing activities

75,277

—

75,277

100
%

Net decrease in cash and cash equivalents

$
(1,639,801)

$
(340,783)

$
(1,299,018)


						Change
	March 31, 2023		December 31, 2022		Dollars		Percentage
	(unaudited)
Balance Sheet Data:
Cash and cash equivalents	$	3,762,654	$	15,308,710	$	(11,546,056)		(75)	%
Available-for-sale securities		7,259,482		—		7,259,482		100	%
Working capital		12,105,400		15,394,634		(3,289,234)		(21)	%
Total assets		21,939,071		24,617,653		(2,678,582)		(11)	%
Total stockholders' equity		18,084,494		20,309,170		(2,224,676)		(11)	%

~~Capital Resources~~


	Three Months Ended March 31,				Change
	2023		2022		Dollars		Percentage

Statement of Cash Flow Data:
Net cash flows used in operating activities	$	(2,825,577)	$	(1,375,916)	$	(1,449,661)	(105)	%
Net cash flows used in investing activities		(8,788,215)		(339,162)		(8,449,053)	(2,491)	%
Net cash flows provided by financing activities		67,736		75,277		(7,541)	(10)	%
Net decrease in cash and cash equivalents	$	(11,546,056)	$	(1,639,801)	$	(9,906,255)

In November 2022, we paid off the outstanding principal balance of $3,500,000 and outstanding interests on our Term Loan. As of December 31, 2022, we had a balance of cash and cash equivalents of approximately $15,308,000. During the quarter ended March 31, 2023, to reduce the risks associated with maintaining all our cash at a single bank, we diversified our cash into investments by purchasing U.S. Treasury bills with maturities ranging from one to six months. The U.S. Treasury bills have been classified as available-for-sale securities. As of March 31, ~~2022, our available~~2023, we had a balance of cash ~~totaled approximately $26,100,000, which represented a decrease~~and cash equivalents of approximately ~~$1,640,000 compared to December 31, 2021. As~~$3,800,000 and available-for-sale securities of ~~March 31, 2022, we~~approximately $7,200,000, with a sum of both classifications totaling approximately $11,000,000. We also had working capital of approximately ~~$28,100,000.~~ $12,100,000 as of March 31, 2023, and no longer have any debt that could decrease our liquidity.

Since inception, we have relied upon raising capital to finance our operations. In the three months ended March 31, 2023, we invested approximately $1.5 million of cash on developing our Marketplace technology to bring it closer to revenue feasibility. We intend to continue to use our existing cash to further develop our technology, grow our supply network, increase our marketing and sales presence, scale our operations, and for working capital and general corporate purposes.

We believe our cash and cash equivalents, along with our available-for-sale securities, together with the anticipated cash flow from operations will be sufficient to meet our working capital, and capital expenditure requirements for at least the next 12 months. ~~During the three months ended March 31, 2022,~~The liquidity we derive from cash flows from operations is, to a large degree, predicated on our ~~revenue was negatively impacted because of~~ability to process our unbilled receivables and collect our receivables in a shutdown of our Ukrainian and Russian supply network at the start of the conflict, resulting in, among other things, our failure to comply with one of the financial covenants in our Term Loan with Western Alliance Bank (the "Lender"). Additionally, we are continuing to experience a reduction in COVID-19 revenue that has not been more than the offset by increases in non-COVID-19 revenue.timely manner. In the event that revenue during the next 12 months continues to fall short of our projections or if our plans or assumptions change, including ~~as a result of the Russia invasion of Ukraine or the impact of COVID-19 or~~ if inflation begins to have a greater impact on our business or if we decide to move forward with any activities that require more outlays of cash than originally planned, we may need to raise additional capital sooner than expected.

Our ability to obtain capital to implement our growth strategy over the longer term will depend on our future operating performance, financial condition and, more broadly, on the availability of equity and debt financing. Capital availability will be affected by prevailing

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conditions in our industry, the global economy, the global financial markets, and other factors, many of which are beyond our control. Specifically, as a result of recent volatility and weakness in the public markets, due to, among other factors, uncertainty in the global economy and financial markets, it may be much more difficult to raise additional capital, if and when it is needed, unless the public markets become less volatile and stronger at such time that we seek to raise additional capital. In addition, any additional debt service requirements we take on could be based on higher interest rates and shorter maturities and could impose a significant burden on our results of operations and financial condition, and the issuance of additional equity securities could result in significant dilution to stockholders.

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Cash Flows

Operating Activities

For the three months ended March 31, 2023, net cash used in operating activities was approximately $2,826,000 which consisted of a net loss of approximately $2,431,812 offset by non-cash charges of approximately $745,262, which included $433,000 related to amortization of internally developed software, $121,000 in stock-based compensation, $153,000 in bad debt expense, and $39,000 related to depreciation and amortization of property and equipment. Total changes in assets and liabilities of approximately $1,140,000 were attributable to a $1,561,000 decrease in accounts receivable-unbilled, a $106,000 decrease in tax credit receivable, a $39,000 decrease in right-of-use asset, a $242,000 increase in accounts payable, offset by a $35,000 decrease in deferred revenue, a $623,000 decrease in accrued expenses, a $38,000 decrease in operating lease liability, a $743,000 increase in accounts receivable and a $12,000 increase in prepaid expenses and other current assets.

For the three months ended March 31, 2022, net cash used in operating activities was approximately $1,376,000, which consisted of a net loss of approximately $2,384,000 offset by non-cash charges of approximately $623,000, which included $266,000 related to amortization of internally developed software, $184,000 in stock-based compensation, $165,000 in bad debt expense, $5,000 related to depreciation and amortization of property and equipment, and $3,000 of amortization of discount on the Term Loan with the Lender. Total changes in assets and liabilities of approximately $385,000 were attributable to a $481,000 decrease in accounts receivable-unbilled, a $481,000 decrease in accounts receivable, a $36,000 decrease in operating lease right-of-use asset, a $31,000 decrease in prepaid expenses and other current assets and a $30,000 increase in accrued expenses, partially offset by a $551,000 decrease in accounts payable and aan $87,000 decrease in deferred revenue.

For the three months ended March 31, 2021, net cash used in operating activities was approximately $126,000, which consisted of a net loss of approximately $3,963,000 offset by non-cash charges of approximately $2,744,000, which included a $2,750,000 loss on extinguishment of bridge notes, $290,000 of amortization of discount on amended bridge notes, $235,000 related to amortization of internally developed software, a $202,000 loss on derivative liabilities, $22,000 in stock based compensation, $21,000 in bad debt expense, $11,000 related to depreciation and amortization of property and equipment, and $1,000 of amortization of discount and debt issuance costs on convertible notes, offset by a $788,000 gain on the extinguishment of the note payable. Total changes in assets and liabilities of approximately $1,093,000 were attributable to a $926,000 decrease in accounts receivable, a $562,000 increase in accrued interest, an increase in accrued expenses of $308,000, an increase of $299,000 in accounts payable, offset by $496,000 of due from factor, an increase in accounts-receivable unbilled of $427,000, a decrease of $69,000 in deferred revenue, and a $10,000 increase in prepaid expenses and other current assets.

Investing Activities

Net cash used in investing activities was approximately ~~$339,000~~$8,788,000 and ~~$215,000~~$339,000 for the three months ended March 31, 2023 and 2022, ~~and 2021 respectively, which~~respectively. Net cash used in investing activities for the three months ended March 31, 2023 consisted of ~~approximately $339,000 and $215,000~~$1,539,546 of capitalization of internally developed software, ~~respectively.~~$7,240,639 of purchase of available-for-sale securities, and $8,030 of purchase of property and equipment. Net cash used in investing activities for the three months ended March 31, 2022 consisted of $339,000 of capitalization of internally developed software.

Financing Activities

Net cash provided by financing activities was approximately ~~$75,000~~$68,000 and $0$75,000 for the three months ended March 31, ~~2022~~2023 and ~~2021,~~2022, respectively. Net cash provided by financing activities for the three months ended March 31, 2023 and 2022 ~~consisted~~consists of ~~approximately~~$68,000 and $75,000, ~~in proceeds~~respectively, received from the exercise of stock options.

Effects of Inflation and Supply Chain Shortages

Our operations are heavily reliant on specimen availability, and as a result, we often receive more requests than we can fulfill. While the Company is subject to these types of supply chain constraints that are specific to the specimen industry, we have not been affected by the more common supply chain issues currently affecting the economy, specifically surrounding transportation. Due to the small size of the packages that we ship, our carriers were able to continue making timely deliveries during the three months ended March 31, ~~2022.~~2023.

We have experienced negative effects of inflation in certain areas of our business due to the high rates of inflation in the world’s current economy. This inflation is affecting employee salaries, which account for a significant portion of our operating costs. Additionally, costs of supplies have been affected by inflation; however, these costs are not significant to the Company’s results.

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Inflation has not had a significant impact on the cost of specimens due to our long-term contracts maintained with vendors, which include revenue sharing plans.

Non-GAAP Financial Measure

To supplement our financial statements, which are prepared and presented in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), we use adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”), a non-GAAP financial measure, to understand and evaluate our core operating performance. This non-GAAP financial measure, which may

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be different than similarly titled measures used by other companies, is presented to enhance investors’ overall understanding of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

We define our non-GAAP financial measure of Adjusted EBITDA as net loss, excluding income tax benefit, ~~change in fair value of derivative liabilities, loss on extinguishment of bridge notes and related party bridge notes, gain on extinguishment of note payable, interest expense,~~ depreciation and amortization, stock-based compensation expense and ~~share-based compensation~~interest expense.

We believe that Adjusted EBITDA provides useful information about our financial performance, enhances the overall understanding of our past performance and future prospects, and allows for greater transparency with respect to a key metric used by our management for financial and operational decision-making. We believe that Adjusted EBITDA helps identify underlying trends in our business that otherwise could be masked by the effect of the expenses that we exclude in Adjusted EBITDA. In particular, we believe the exclusion of the change in fair value of derivative liabilities on the bridge notes and convertible notes provides a useful supplemental measure in evaluating the performance of our operations and provides better transparency into our results of operations.

We are presenting the non-GAAP measure of Adjusted EBITDA to assist investors in seeing our financial performance through the eyes of management, and because we believe this measure provides an additional tool for investors to use in comparing our core financial performance over multiple periods with other companies in our industry.

Adjusted EBITDA should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. There are a number of limitations related to the use of Adjusted EBITDA compared to net loss, the closest comparable GAAP measure. Some of these limitations are that:

ØAdjusted EBITDA excludes the change in fair value of the derivative liability, which represents a non-cash charge related to the change in fair value for the embedded features on the convertible notes, bridge notes, and related party bridge notes;

Ø~~Adjusted EBITDA excludes the loss on the extinguishment of bridge notes and related party bridge notes;~~

Ø~~Adjusted EBITDA excludes the loss on the extinguishment of convertible notes;~~

Ø~~Adjusted EBITDA excludes the gain on the extinguishment of note payable;~~

Ø~~Adjusted EBITDA excludes amortization of debt issuance costs and discounts on convertible notes which are components to interest expense;~~

Ø~~Adjusted EBITDA excludes~~ certain recurring, non-cash charges such as depreciation of leasehold improvements, property and equipment and amortization of internally developed software and, although these are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future; ~~and~~

ØAdjusted EBITDA excludes ~~share-based~~stock-based compensation expense which has been, and will continue to be for the foreseeable future, significant recurring expenses in our business and an important part of our compensation ~~strategy.~~strategy; and

ØAdjusted EBITDA excludes amortization of debt issuance costs and discounts on convertible notes which are components of interest expense.

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The following table presents a reconciliation of Adjusted EBITDA to net loss, the most comparable GAAP financial measure, for each of the three months ended March 31:


	2022		2021		2023		2022
Net loss	$	(2,383,742)	$	(3,963,491)	$	(2,431,812)	$	(2,383,742)
Depreciation and amortization		270,932		246,359		471,915		270,932
Share-based compensation		184,191		22,036
Stock-based compensation						120,557		184,191
Interest expense		38,048		853,147		3,535		38,048
Loss on extinguishment of bridge notes and bridge notes, related parties		—		2,750,171
Gain on extinguishment of note payable		—		(788,156)
Change in fair value of derivative liability on convertible notes		—		154,000
Change in fair value of derivative liability on bridge notes and bridge notes, relates parties		—		48,000
Adjusted EBITDA	$	(1,890,571)	$	(677,934)	$	(1,835,805)	$	(1,890,571)

~~Critical Accounting Policies~~

~~A summary of the significant accounting policies is provided in Note 2 of our unaudited condensed financial statements included in this Quarterly Report.~~

Discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with GAAP. The preparation of these unaudited condensed financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities and related disclosure of contingent assets and liabilities, revenue, and expenses at the date of the unaudited condensed financial statements. Generally, we base our estimates on historical experience and on various other assumptions in accordance with GAAP that we believe to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.

Critical accounting policies and estimates are those that we consider the most important to the portrayal of our financial condition and results of operations because they require our most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. The following accounting policies involve estimates that are considered critical due to the level of subjectivity and judgment involved, as well as the impact on our financial position and results of operations.

~~Internally Developed Software~~

We capitalize certain internal and external costs incurred during the application development stage of internal use software projects until the software is ready for its intended use. Amortization of the asset commences when the software is complete and placed into service and is recorded in operating expenses. We amortize completed internal-use software over its estimated useful life of five years on a straight-line basis. Costs incurred during the planning, training and post-implementation stages of the software development life cycle are classified as technology costs and expensed to operations as incurred. Costs that do not meet the capitalization criteria are expensed as incurred.

~~Share-based Compensation~~

We record share-based compensation for options granted to employees, non-employees, and to members of the board of directors for their services on the board of directors based on the grant date fair value of awards issued, and the expense is recorded on a straight-line basis over the requisite service period. Forfeitures are recognized when they occur.

We use the Black-Scholes-Merton option pricing model to determine the fair value of stock options. The use of the Black-Scholes-Merton option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. We have concluded that its historical share option exercise experience does not provide a reasonable basis upon which to estimate expected term. Therefore, the expected term was determined according to the simplified method, which is the average of the vesting tranche dates and the contractual term. Due to the lack of Company-specific historical and implied volatility data, the estimate

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Critical Accounting Policies

We have chosen accounting policies that we believe are appropriate to accurately and fairly report our operating results and financial condition in conformity with GAAP. We apply these accounting policies in a consistent manner. Our significant accounting policies are discussed in Note 2, “Summary of ~~expected volatility is primarily~~Significant Accounting Policies,” in our financial statements included in Amendment No. 1 to our Annual Report on Form 10-K/A for the year ended December 31, 2022.

The application of critical accounting policies requires that we make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures. These estimates and assumptions are based on historical experience and other market-specific or other relevant assumptions that we believe to be reasonable under the ~~historical volatility of a group of similar companies that~~circumstances. We evaluate these estimates and assumptions on an ongoing basis. If actual results ultimately differ from previous estimates, the revisions are publicly traded. For these analyses, companies with comparable characteristics are selected, including enterprise value and position within the industry, and with historical share price information sufficient to meet the expected life of the share-based awards. We compute the historical volatility data using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of its share-based awards. The risk-free interest rate is determined by reference to U.S. Treasury zero-coupon issues with remaining maturities similar to the expected term of the options. We have not paid, and do not anticipate paying, cash dividends on shares of our common stock.

~~Common Stock Valuations~~

For all periods prior to our initial public offering, there was no public market for our common stock, and, as a result, the fair value of the shares of common stock underlying our share-based awards was estimated on each grant date by our board of directors. To determine the fair value of our common stock underlying option grants, our board of directors considered, among other things, input from management, valuations of our common stock prepared by unrelated third-party valuation firmsincluded in accordance with the guidance provided by the American Institute of Certified Public Accountants 2013 Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, and our board of directors’ assessment of additional objective and subjective factors that it believed were relevant, and factors that may have changed from the date of the most recent valuation through the date of the grant. These factors included, but were not limited to:

Ø~~our~~ results of operations ~~and financial position, including our levels of available capital resources;~~

Ø~~our stage of development and material risks related to our business;~~

Ø~~our business conditions and projections;~~

Ø~~the valuation of publicly traded companies~~ in the ~~life sciences~~period in which the actual amounts become known. The critical accounting policies that involve the most significant management judgments and ~~scientific research & development sectors, as well as recently completed mergers and acquisitions of peer companies;~~

Ø~~the lack of marketability~~estimates used in preparation of our ~~common stock;~~

Øfinancial statements or are the ~~prices at which we sold shares~~most sensitive to change from outside factors, are discussed in “Part II. Item 7. Management’s Discussion and Analysis of ~~our convertible preferred stock~~Financial Condition and Results of Operations” contained in Amendment No. 1 to ~~outside investors in arm’s length transactions;~~

Øthe ~~rights, preferences, and privileges of our convertible preferred stock relative to those of our common stock;~~

ØCompany’s Annual Report on the ~~likelihood of achieving a liquidity event~~Form 10K/A for ~~our securityholders, such as an initial public offering or a sale of~~ the ~~Company, given prevailing market conditions;~~

Ø~~the hiring of key personnel and the experience and expertise of management;~~

Ø~~trends and developments~~year ended December 31, 2022. There have been no material changes in our ~~industry;~~critical accounting policies and

Ø~~external market conditions affecting~~ procedures during the ~~life sciences and scientific research & development industry sectors.~~

For our valuations of common stock performed, we used a hybrid method of the Option Pricing Method (“OPM”) and the Probability-Weighted Expected Return Method (“PWERM”). PWERM considers various potential liquidity outcomes. Our approach included the use of an initial public offering scenario and a scenario assuming continued operation as a private entity. Under the hybrid OPM and PWERM, the per share value calculated under the OPM and PWERM are weighted based on expected exit outcomes and the quality of the information specific to each allocation methodology to arrive at a final estimated fair value per share of the common stock before a discount for lack of marketability is applied.

To determine the fair value of our common stock, we first determined our enterprise value using accepted valuation approaches; adjusted these valuation approaches with relevant discounts; weighted the results appropriately; and then allocated the equity value to our common stock and common stock equivalents. Our enterprise value was estimated using two generally accepted approaches: the income approach and the market approach. The income approach estimates enterprise value based on the estimated present value of future cash

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flows the business is expected to generate over its remaining life. The estimated present value is calculated using a discount rate reflective of the risks associated with an investment in a similar company in a similar industry or having a similar history of revenue growth. The market approach measures the value of a business through an analysis of recent sales or offerings of comparable investments or assets, and in our case, focused on comparing us to a group of our peer companies. In applying this method, valuation multiples are derived from historical and projected operating data of the peer company group. We then apply the selected multiples to our operating data to arrive at a range of indicated enterprise values of the Company. We then subtracted the net debt to determine equity value.

~~As a result of our initial public offering in June 2021, it is not necessary to determine the fair value of our common stock, as our shares are traded in the public market.~~

~~Recent Accounting Standards~~

~~For information on recent accounting standards, see Note 2 to our annual report on Form 10-K filed on~~three months ended March ~~22, 2022.~~31, 2023.

JOBS Act Transition Period

On April 5, 2012, the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) was enacted. Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

We have elected not to “opt out” of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we will adopt the new or revised standard at the time private companies adopt the new or revised standard and will do so until such time that we either (i) irrevocably elect to “opt out” of such extended transition period or (ii) no longer qualify as an emerging growth company.

We are in the process of evaluating the benefits of relying on other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, as an “emerging growth company,” we intend to rely on certain of these exemptions, including without limitation, (i) providing an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002 and (ii) complying with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements, known as the auditor discussion and analysis. We will remain an “emerging growth company” until the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of ~~$1.07~~$1.235 billion or more; (ii) December 31, 2026; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable for smaller reporting companies.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

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Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended March 31, ~~2022,~~2023, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer ~~have~~has concluded that during the period covered by this ~~report,~~Quarterly Report, our disclosure controls and procedures were effective at a reasonable assurance level and, accordingly, provided reasonable assurance that the information required

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to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the three months ended March 31, ~~2022~~2023 covered by this Quarterly Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

There have been no material changes with respect to risk factors previously disclosed in Amendment No. 1 to the Company’s Annual Report on Form 10-K/A for the year ended December 31, ~~2021,~~2022, filed with the ~~Securities and Exchange Commission~~SEC on March ~~22, 2022.~~30, 2023.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Employee Stock Grant

~~On January 28, 2022,~~In the three months ended March 31, 2023, our board of directors approved the grant of an aggregate of ~~2,000 restricted~~747 RSUs and 117,500 stock ~~units (the “RSUs”)~~options to our employees ~~under iSpecimen Inc. 2021 Stock Incentive Plan (the “2021 Plan”).~~

~~On February 28, 2022, our board of~~and directors ~~approved the grant of an aggregate of 4,000 RSUs to our employees~~ under the 2021 Plan.

~~On March 28, 2022, our board of directors approved the grant of an aggregate of 5,000 RSUs to our employees under the 2021 Plan.~~

Unless the above-mentioned RSUs or stock options are forfeited pursuant to the 2021 Plan, the RSUs vest quarterly over four years with a one-year ~~cliff.~~cliff and the stock options vests in accordance with the schedule stipulated in each grant agreement. The RSUs, stock options and the underlying shares of common stock are issued to our employees and directors in reliance on Section 4(a)(2) of the Securities Act.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

None.

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Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.


No.	Description of Exhibit
3.1	Fourth Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 22, 2021).
3.2	Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed with the SEC on June 22, 2021).
4.1	Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on November 29, 2021).
4.2	Warrant to Purchase Stock – Western Alliance Bank (incorporated by reference as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on August 16, 2021).
10.1	First Amendment to First Amended and Restated Executive Employment Agreement, dated January 24, 2023, by and between Tracy Wilson Curley and iSpecimen Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 31, 2023)
10.2	Second Amendment to First Amended and Restated Executive Employment Agreement, dated March 31, 2023, by and between Tracy Wilson Curley and iSpecimen Inc. (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on March 31, 2023)
31.1*	Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**	Certification of Principal Executive Officer ~~Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002~~
32.2**	~~Certification of~~and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*	Inline XBRL Instance Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document

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101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*	Cover Page Interactive Data File––the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

*	Filed herewith.

**	Furnished.

~~(1)~~

~~Previously filed as an exhibit to our Current Report on Form 8-K filed on June 22, 2021 and incorporated by reference herein.~~

~~(2)~~

~~Previously filed as an exhibit to our Current Report on Form 8-K filed on August 16, 2021 and incorporated by reference herein.~~

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	iSpecimen Inc.

~~Date: May 10, 2022~~	~~By:~~	~~/s/ Christopher Ianelli~~
	~~Name:~~	~~Christopher Ianelli~~
	~~Title:~~	~~Chief Executive Officer and President (Principal Executive Officer)~~

Date: May ~~10, 2022~~4, 2023	By:	/s/ Tracy Curley
	Name:	Tracy Curley
	Title:	Chief Executive Officer, Chief Financial Officer and Treasurer (Principal Executive Officer and Principal Financial and Accounting Officer)

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2022 (excluding 3 months ended March 31, 2022)	$	—
2023		1,166,667
2024		1,400,000
2025		933,333
Total		3,500,000
Less debt issuance cost		(74,336)
Term Loan, net	$	3,425,664