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S-1 1 tm2425676-1_s1.htm S-1 tm2425676-1_s1 - none - 6.9843889s

As filed with the Securities and Exchange Commission on October 18, 2024.

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

iSpecimen Inc.
(Exact name of registrant as specified in its charter)

	Delaware			8731			27-0480143
	(State or other jurisdiction of incorporation or organization)			(Primary Standard Industrial Classification Code Number)			(I.R.S. Employer Identification Number)

8 Cabot Road, Suite 1800
Woburn, MA 01801
(781) 301-6700

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Tracy Curley
Chief Executive Officer
8 Cabot Road, Suite 1800
Woburn, MA 01801
(781) 301-6700

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Ross D. Carmel, Esq.
Barry P. Biggar, Esq.
Sichenzia Ross Ference Carmel LLP
1185 Avenue of the Americas
New York, New York 10036
(212) 930-9700

Joseph M. Lucosky
Steven A. Lipstein
Lucosky Brookman LLP
101 Wood Ave South
Woodbridge, NJ 08830
(732) 395-4400

Approximate date of commencement of proposed sale to public:
As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting 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 to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

	Page
ABOUT THIS PROSPECTUS		ii
PROSPECTUS SUMMARY		1
THE OFFERING		13
SUMMARY FINANCIAL DATA		15
RISK FACTORS		16
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		42
USE OF PROCEEDS		43
CAPITALIZATION		44
MANAGEMENT		46
DESCRIPTION OF OUR SECURITIES		52
PLAN OF DISTRIBUTION		57
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS		60
LEGAL MATTERS		65
EXPERTS		65
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE		65
WHERE YOU CAN FIND MORE INFORMATION		66

	June 30, 2024		December 31, 2023
Americas		70.01%		64.87%
Europe, Middle East and Africa		28.41%		23.08%
Asia Pacific		1.58%		12.05%

	Years Ended December 31,						Six Months Ended June 30,
	2023			2022			2024			2023
							(unaudited)			(unaudited)
Revenue		$	9,928,184		$	10,402,303		$	5,153,672		$	4,575,339
Total operating expenses			21,097,533			20,588,385			10,335,857			10,679,584
Loss from operations			(11,169,349)			(10,186,082)			(5,182,185)			(6,104,245)
Other income (expense), net			69,861			(59,840)			171,044			188,819
Net loss		$	(11,099,488)		$	(10,245,922)		$	(5,011,141)		$	(5,915,426)
Net loss per share – basic and diluted		$	(24.55)		$	(23.17)		$	(9.79)		$	(13.13)
Weighted average shares of common stock outstanding – basic and diluted			452,189			442,235			511,827			450,582

	June 30, 2024
	(unaudited)
Balance Sheet Data:
Cash		$	2,151,243
Working capital(1)			(577,321)
Total assets			11,901,858
Total liabilities			5,812,574
Accumulated deficit			(64,375,953)
Total stockholders’ equity			6,089,284

	100% of Shares Sold			% of Total		50% of Shares Sold			% of Total		25% of Shares Sold			% of Total
Gross Proceeds from Offering		$	5,000,000				$	2,500,000				$	1,250,000
Use of Proceeds
Placement Agent Fees and Expenses		$	315,000		6.3%		$	215,000		8.6%		$	165,000		13.2%
Offering Expenses			200,000		4.0%			200,000		8.0%			200,000		16.0%
Outstanding Debt			1,030,000(1)		20.6%			1,030,000(1)		41.2%			—		—
Potential Acquisitions of Assets or Investments in Businesses			550,000		11.0%			550,000		22.0%			550,000		44.0%
Marketing and Advertising			2,000,000		40.0%			350,000		14.0%			—		—
General Corporate and Working Capital			905,000		18.1%			155,000		6.2%			335,000		26.8%
Total Use of Proceeds		$	5,000,000		100%		$	2,500,000		100%		$	1,250,000		100%

	As of June 30, 2024 (Unaudited)						Pro Forma as Adjusted(1)
	Actual			Pro Forma			Pro Forma as Adjusted(1)
Cash		$	2,151,243		$	3,011,223(2)		$	7,496,223(3)
Accounts receivable		$	892,814		$	993,510		$	993,510
Accrued expense		$	1,319,201		$	1,171,240		$	1,171,240
Debt		$	—		$	859,980		$	859,980
Stockholders’ equity
Common stock, par value $0.0001, 200,000,000 shares authorized; 829,527, 829,527 and 2,046,072 shares outstanding on an actual basis, pro forma basis and on a pro forma, adjusted basis, respectively		$	83		$	83		$	205
Additional paid-in capital		$	70,465,326		$	70,465,326		$	74,950,204
Treasury stock, 1,550 shares, at cost		$	(172)		$	(172)		$	(172)
Accumulated deficit		$	(64,375,953)		$	(64,127,296)		$	(64,127,296)
Total stockholders’ equity		$	6,089,284		$	6,337,941		$	10,822,941
Total capitalization		$	11,901,858		$	12,862,534		$	17,347,534

Name	Age	Position
Tracy Curley	62	Chief Executive Officer, Chief Financial Officer, Treasurer and Director
John L. Brooks III	73	Director
Katharyn (Katie) Field	41	Chairperson and Director
Avtar Dhaliwal	30	Director
Richard J. Paolone	34	Director

SEC Form S-1 filed by iSpecimen Inc.