Current Report Filing (8-k)
18 February 2022 - 1:33AM
Edgar (US Regulatory)
0001558569
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0001558569
2022-02-17
2022-02-17
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
February 17, 2022
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 2.02. | Results of Operations and Financial Condition. |
On February 17,
2022, iSpecimen Inc., a Delaware corporation (the “Company”) issued a press release (“Earnings Release”)
announcing its financial and operating results for the fiscal year ended December 31, 2021. A copy of the press release is
furnished as Exhibit 99.1 to this Current Report. You are advised that
financial information in the Earnings Release for the fiscal year ended December 31, 2021 is based on preliminary uuaudited
financial statements prepared by management. Accordingly, such financial information may be subject to change and while the Company does not expect there to be any material changes, any variation between the financial information provided in the Earnings Release and
actual results may be material. The Company expects to file its audited financial statements for the fiscal year ended
December 31, 2021 with its 2021 Annual Report on Form 10-K on or before March 31, 2022.
The Earnings Release contains
certain statements and information that speak to the Company’s expectations or predictions of the future. These statements and
information may constitute “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”). Such forward-looking statements are subject to risks and uncertainties, many of which are beyond the Company’s control,
which could cause the Company’s actual results to differ materially from those expressed in or implied by these statements. Please
see the Company’s disclosures regarding risk factors and forward-looking statements in its filings with the Securities and Exchange
Commission (the “SEC”) (including Current Reports on Form 8-K, Quarterly Reports on Form 10-Q, and Annual Report
on Form 10-K) for a discussion of the known material factors that could cause the Company’s actual results to differ materially
from those indicated or implied by such forward-looking statements.
The information in this Item
2.02 and Exhibit 99.1 attached hereto will not be deemed “filed” for purposes of Section 18 of the Exchange
Act or otherwise subject to the liability of that section, nor will it be incorporated by reference in any filing under the Securities
Act, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 7.01. |
Regulation FD Disclosure. |
The Company held a conference
call on February 17, 2022 (“Earnings Call”) in which it discussed its fourth quarter 2021 and fiscal year 2021 results.
During the Earnings Call the Company provided an investor presentation, dated February 2022 (the “Presentation”), which
is attached hereto as Exhibit 99.2 and incorporated by reference herein. The Presentation has also been posted on the Company’s
website and can be accessed at https://investors.ispecimen.com/. The Company expressly disclaims any obligation to update the
Presentation or any other information posted on or available through its website, and cautions that the information set forth therein
is only accurate as of the date indicated on such materials. The inclusion of any data or statements in the Presentation (or available
on or through the Company’s website) does not signify that such information is considered material.
The information in this Item
7.01 and Exhibit 99.2 attached hereto will not be deemed “filed” for purposes of Section 18 of the Exchange
Act, or otherwise subject to the liabilities of that section, nor will it be deemed incorporated by reference in any filing under the
Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Forward-Looking Statement
This Current Report on Form 8-K
may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act. Such forward-looking statements are characterized by future or conditional verbs such as “may,” “will,”
“expect,” “intend,” “anticipate,” believe,” “estimate” and “continue”
or similar words. You should read statements that contain these words carefully because they discuss future expectations and plans, which
contain projections of future results of operations or financial condition or state other forward-looking information. Such statements
are only predictions and the Company’s actual results may differ materially from those anticipated in these forward-looking statements.
There may be events in the
future that the Company is not able to accurately predict or control. Factors that may cause such differences include, but are not limited
to, those discussed under risk factors in the Company’s registration statement and other filings filed with the SEC, including
the uncertainties associated with the Company’s lack of profitability, its continued capital needs, its lack of a long operating
history, its growth strategy, the COVID-19 pandemic and its continued impact on the business, its technology development plans, and the
regulatory environment in which it operates. Forward-looking statements speak only as of the date they are made. The Company does not
assume any obligation to update forward-looking statements as circumstances change. The Company gives no assurance that it will achieve
its expectations.
You may access the Company’s
SEC filings by visiting SEC’s website at http://www.sec.gov. This Current Report does not constitute an offer or invitation for
the sale or purchase of securities or to engage in any other transaction with the Company or its affiliates. The information in this
Current Report is not targeted at the residents of any particular country or jurisdiction and is not intended for distribution to, or
use by, any person in any jurisdiction or country where such distribution or use would be contrary to local law or regulation.
Item 9.01. |
Financial Statements and
Exhibits. |
Portions of this report may constitute “forward-looking
statements” as defined by federal law. Although the Company believes any such statements are based on reasonable assumptions, there
is no assurance that actual outcomes will not be materially different. Additional information about issues that could lead to material
changes in the Company’s performance is contained in the Company’s filings with the SEC.
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: February 17, 2022
|
iSPECIMEN INC. |
|
|
|
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By: |
/s/ Christopher
Ianelli |
|
|
Name: Christopher Ianelli |
|
|
Title: Chief Executive Officer and President |
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