UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 5, 2024
iSpecimen Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-40501 | | 27-0480143 |
(State or other jurisdiction
of Incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
450 Bedford Street
Lexington, MA 02420 |
| (Address of principal executive offices, including zip code) |
Registrant’s telephone number, including area code: (781) 301-6700
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading symbol(s) | | Name of each exchange on which
registered |
| Common Stock, par value $0.0001 per share | | ISPC | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 1.01. | Entry into a Material Definitive Agreement. |
On March 5, 2024, iSpecimen Inc., a Delaware corporation (the “Company”), entered into an At the Market Offering Agreement (the “ATM Agreement”) with Rodman & Renshaw LLC as agent (the “Sales Agent”) pursuant to which the Company may issue and sell shares of its common stock, $0.0001 par value per share, having an aggregate offering price of up to $1,500,000 (the “Shares”), from time to time through the Sales Agent (the “Offering”). On March 5, 2024, the Company also filed a prospectus supplement with the Securities and Exchange Commission in connection with the Offering (the “Prospectus Supplement”) under its existing Registration Statement on Form S-3 (File No 333-265976), which became effective on July 12, 2022 (the “Registration Statement”).
Upon delivery of a Sales Notice (as such term is defined in the ATM Agreement) and subject to the terms and conditions of the ATM Agreement, the Sales Agent may sell the Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on or through the Nasdaq Capital Market or on any other existing trading market for the Company’s common stock.
The Company will designate the maximum amount of common stock to be sold through the Sales Agent in any placement under the Offering. Subject to the terms and conditions of the ATM Agreement, the Sales Agent has agreed to use its commercially reasonable efforts to sell on the Company’s behalf all of the Shares requested to be sold by the Company. The Company may instruct the Sales Agent not to sell any Shares if the sales cannot be effected at or above a price designated by the Company in a Sales Notice. The Company or the Sales Agent may suspend the offering of the Shares being made through the Sales Agent under the ATM Agreement upon proper notice to the other party. The Company and the Sales Agent each have the right, by giving written notice as specified in the ATM Agreement, to terminate the ATM Agreement in each party’s sole discretion at any time.
The ATM Agreement provides that the Sales Agent will be entitled to aggregate compensation for its services up to 3.0% of the gross sales price of all Shares sold through the Sales Agent under the ATM Agreement. The Company has no obligation to sell any Shares under the ATM Agreement. The Company has agreed in the ATM Agreement to provide indemnification and contribution to the Sales Agent against certain liabilities, including liabilities under the Securities Act.
The Shares will be offered and sold pursuant to the Registration Statement, and offerings of the Shares will be made only by means of the Prospectus Supplement. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the Shares, nor shall there be any offer, solicitation or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.
The foregoing description of the material terms of the ATM Agreement is qualified in its entirety by reference to the full text of the ATM Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
The legal opinion of Ellenoff Grossman & Schole LLP, counsel to the Company, relating to the Shares being offered is filed as Exhibit 5.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: March 5, 2024
| | iSPECIMEN INC. |
| | | |
| | By: | /s/ Tracy Curley |
| | | Name: Tracy Curley |
| | | Title: Chief Executive Officer |
