Current Report Filing (8-k)
15 March 2023 - 12:01AM
Edgar (US Regulatory)
0001558569
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0001558569
2023-03-14
2023-03-14
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): March 14, 2023
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 March 14, 2023, 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, 2022. 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, 2022, reflects
unaudited results for the applicable period. The Company’s financial statements for the fiscal year ended December 31, 2022, may
be subject to adjustments between the date of the Earnings Release and the completion of the audit, and the financial information in the
Company’s audited financial statements, when available, may differ from the information provided in the Earnings Release for that
period. The Company intends to file its audited financial statements for the fiscal year ended December 31, 2022 with its 2022 Annual
Report on Form 10-K on or before March 21, 2023.
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 March 14, 2023 (“Earnings Call”) in which it discussed its fiscal year 2022 results. During the
Earnings Call, the Company provided an investor presentation, dated March 2023 (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: March 14, 2023
|
iSPECIMEN INC. |
|
|
|
|
By: |
/s/ Tracy Curley |
|
|
Name: Tracy Curley |
|
|
Title: Chief Executive Officer |
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