| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol iSpecimen Inc. [ ISPC ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/21/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 06/21/2021 | C(1) | 250,456 | A | (1) | 250,456 | D(4) | |||
| Common Stock | 06/21/2021 | C(2) | 472,490 | A | (2) | 722,946 | D(4) | |||
| Common Stock | 06/21/2021 | C(3) | 119,035 | A | (3) | 841,981 | D(4) | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series B Preferred Stock | (5) | 06/21/2021 | C | 250,456 | (5) | (5) | Common Stock | 250,456 | (5) | 0 | D | ||||
| Convertible Note | (6) | 06/21/2021 | J | 307(8) | (6) | 06/30/2021 | Common Stock | 307 | (6) | 472,490 | D | ||||
| Convertible Note | $5.6 | 06/21/2021 | C | 472,490 | (6) | 06/30/2021 | Common Stock | 472,490 | (6) | 0 | D | ||||
| Bridge Note | (7) | 06/21/2021 | J | 364(9) | (7) | 06/30/2021 | Common Stock | 364 | (7) | 119,035 | D | ||||
| Bridge Note | $5.6 | 06/21/2021 | C | 119,035 | (7) | 06/30/2021 | Common Stock | 119,035 | (7) | 0 | D | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Shares were issued to the reporting person upon conversion of the Issuer's Series B Preferred Stock owned through the date of conversion. |
| 2. Shares were issued to the reporting person upon conversion of an aggregate of $2,645,945 in principal and accrued interest through June 21, 2021 under a convertible note owed to the reporting person. |
| 3. Shares were issued to the reporting person upon conversion of an aggregate of $666,603 in principal and accrued interest through June 21, 2021 under a bridge note owed to the reporting person. |
| 4. Mr. George "Bud" Scholl is the President and Chief Executive Officer of OBF Investments, and therefore, may be deemed to hold voting and dispositive power of the securities held by OBF Investments. |
| 5. Shares of Series B Preferred Stock automatically converted into shares of common stock upon the closing of the Issuer's initial public offering (the "IPO) and has no expiration date. |
| 6. The convertible note has a maturity date of June 30, 2021 and automatically converted into 472,490 shares of common stock at $5.60 upon the closing of the IPO. |
| 7. The bridge note has a maturity date of June 30, 2021 and automatically converted into 119,035 shares of common stock at $5.60 upon the closing of the IPO. |
| 8. Represents accrued interest from June 17, 2021 to June 21, 2021 under the convertible note. |
| 9. Represents accrued interest from June 17, 2021 to June 21, 2021 under the bridge note |
| /s/ George "Bud" Scholl, as the President and Chief Executive Officer of OBF Investments | 06/23/2021 | |
| /s/ George "Bud" Scholl | 06/23/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
