iSpecimen prices $2.5 million private placement at $5.12 per share

iSpecimen Inc. (Nasdaq: ISPC) announced on May 8, 2026 that it priced a private placement with accredited investors for aggregate gross proceeds of approximately $2.5 million. The total is before fees to the placement agent and other offering expenses. The company will issue 488,281 shares of common stock at $5.12 per share. The offering was expected to close on or about May 11, 2026, subject to customary closing conditions.

Banks, counsel and advisors

E.F. Hutton & Co. is acting as the exclusive placement agent. Sichenzia Ross Ference Carmel LLP is serving as counsel to the company. Zarif Law Group P.C. is serving as counsel to E.F. Hutton & Co. in connection with the offering. The company said a Form 8-K would follow with additional details.

The terms

Purchasers who would otherwise own more than 4.99% of outstanding common stock may elect pre-funded warrants instead. Those warrants are priced at $5.1199 each, which is the share price less $0.0001. Each pre-funded warrant is exercisable immediately for one share at $0.0001 and remains exercisable until fully exercised.

The total number of shares issuable to purchasers, including shares issued on exercise of the pre-funded warrants and after any anti-dilution and price adjustment provisions, is capped at 19.99% of outstanding common stock. The cap is measured against the shares outstanding immediately before the securities purchase agreement was signed, and it applies until the company obtains the stockholder approval required under Nasdaq listing rules. The company agreed to file a preliminary proxy statement with the SEC within 30 days after closing. It also agreed to hold a stockholders' meeting to seek that approval within 90 days after closing.

The securities are being sold under Section 4(a)(2) of the Securities Act of 1933 and Regulation D, to accredited investors only, and have not been registered. Under a registration rights agreement, the company agreed to file one or more registration statements covering resale of the shares and of the shares issuable on exercise of the pre-funded warrants.

The company intends to use the net proceeds for working capital, including up to $900,000 in marketing expenses.

The release lists the risk of substantial dilution to existing stockholders from the share issuance, the warrant exercises and any anti-dilution, most-favored-nation or price adjustments. It also lists the risk that if stockholder approval is not obtained within the required timeframes, the company may be unable to issue additional shares and certain price-protection provisions could be terminated. The release also cites the risk that the company may not maintain compliance with the continued listing standards of The Nasdaq Capital Market, the substantial doubt about its ability to continue as a going concern, and its need for additional financing. The press release is dated May 8, 2026 and was furnished with an 8-K.

The company and its finances

iSpecimen describes itself as an online marketplace for human biospecimens. Its cloud-based technology lets scientists search for specimens and patients across a federated partner network of hospitals, labs, biobanks, blood centers and other healthcare organizations.

The company's 10-K for 2025, filed April 1, 2026, reported revenue of $1.9 million, down from $9.3 million in 2024. The net loss was $10.5 million, compared with $12.5 million. Cash from operations was negative $4.2 million, against negative $8.3 million. Year-end cash and cash equivalents were $6.9 million, compared with $1.9 million a year earlier.

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