Current Report Filing (8-k)
August 04 2022 - 8:56AM
Edgar (US Regulatory)
0001558569
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0001558569
2022-08-04
2022-08-04
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): August 4, 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 August 4, 2022, iSpecimen
Inc., a Delaware corporation (the “Company”), issued a press release (“Earnings Release”) announcing its financial
and operating results for the quarter ended June 30, 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 quarter ended June 30, 2022 is unaudited. The Company
also filed its unaudited financial statements for the quarter ended June 30, 2022 with its Quarterly Report on Form 10-Q on August 4,
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 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.
Item
7.01. |
Regulation
FD Disclosure. |
The Company also held a conference
call and audio webcast at 8:30 a.m. Eastern Time on August 4, 2022 (“Earnings Call”) in which it discussed its second quarter
2022 results. The Company issued a press release on August 4, 2022, providing information on how to access the Earnings Call. A replay
of the Earnings Call is available through August 18, 2022, by calling 1-844-512-2921 (toll free) or 1-412-317-6671 (for international
callers). An archived version of the Earnings Call will also be available on the Company’s Investor Relations site at https://ispecimen.irpass.com/.
During the Earnings Call, the Company provided an investor presentation, dated August 2022 (the “Presentation”), which is
attached hereto as Exhibit 99.2 and incorporated by reference herein. The Presentation will also be 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 Statements
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 Annual Report on Form 10-K for the year ended December 31, 2021 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, Russia’s
war with Ukraine and its impact on the operations, 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: August 4, 2022
|
iSPECIMEN INC. |
|
|
|
|
By: |
/s/ Christopher
Ianelli |
|
|
Name: Christopher Ianelli |
|
|
Title: Chief Executive Officer and President |
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