tw0122
4 weeks ago
Careful ..$4.11 offering
iSpecimen Inc.
We are offering on a best-efforts basis up to 1,216,545 shares of our common stock, par value $0.0001 per share (the “Shares”) at an assumed public offering price of $4.11 per share, which was the reported closing price of our common stock on the Nasdaq Capital Market (“Nasdaq”), on October 15, 2024.
We are also offering to each purchaser of Shares that would otherwise result in the purchaser’s beneficial ownership exceeding 4.99% of our outstanding shares of common stock immediately following the consummation of this offering the opportunity to purchase one Pre-Funded Warrant (in lieu of one share of common stock) (each a “Pre-Funded Warrant”). A holder of Pre-Funded Warrants will not have the right to exercise any portion of its Pre-Funded Warrants if the holder, together with its affiliates, would beneficially own in excess of 4.99% (or, at the election of the holder, such limit may be increased to up to 9.99%) of the number of shares of common stock outstanding immediately after giving effect to such exercise. Each Pre-Funded Warrant will be exercisable for one share of common stock. The purchase price of each Pre-Funded Warrant will be equal to the price per Share, minus $0.0001, and the remaining exercise price of each Pre-Funded Warrant will equal $0.0001 per share. The Pre-Funded Warrants will be immediately exercisable (subject to the beneficial ownership cap) and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. For each Pre-Funded Warrant we sell (without regard to any limitation on exercise set forth therein), the number of Shares we are offering will be decreased on a one-for-one basis.
We are registering the Shares and the shares of common stock issuable from time to time upon the exercise of the Pre-Funded Warrants hereby.
Our common stock is listed on Nasdaq under the symbol “ISPC”. On October 15, 2024, the reported closing price of our common stock was $4.11 per share. There is no established public trading market for the Pre-Funded Warrants. We do not intend to apply for listing of the Pre-Funded Warrants on any securities exchange or recognized trading system. Without an active trading market, the liquidity of the Pre-Funded Warrants will be limited.
The public offering price for the Shares in this offering will be determined at the time of pricing and may be at a discount to the then current market price. Therefore, the assumed public offering price used throughout this prospectus may not be indicative of the final offering price. The final public offering price will be determined through negotiation between us and the investors based upon a number of factors, including our history and our prospects, the industry in which we operate, our past and present operating results, the previous experience of our executive officers and the general condition of the securities markets at the time of this offering.
The Shares and Pre-Funded Warrants, if any, will be offered at a fixed price and are expected to be issued in a single closing. We expect this offering to be completed not later than two business days following the effective date of the registration statement of which this prospectus forms a part (the “Registration Statement”), and we will deliver all securities to be issued in connection with this offering delivery versus payment/receipt versus payment upon receipt of investor funds received by us. Accordingly, neither we nor WestPark Capital, Inc., whom we have engaged as the exclusive placement agent for this offering (“WestPark” or the “Placement
TABLE OF CONTENTS
Agent”) have made any arrangements to place investor funds in an escrow account or trust account since the Placement Agent will not receive investor funds in connection with the sale of the securities offered hereunder.
We have engaged WestPark as our exclusive placement agent to use its reasonable best efforts to solicit offers to purchase our securities in this offering. The Placement Agent is not purchasing or selling any of the securities we are offering and is not required to arrange for the purchase or sale of any specific number or dollar amount of the securities. Because there is no minimum offering amount required as a condition to closing in this offering the actual public offering amount, Placement Agent’s fee, and proceeds to us, if any, are not presently determinable and may be substantially less than the total maximum offering amounts set forth above and throughout this prospectus. We have agreed to pay the Placement Agent the Placement Agent fees set forth in the table below. See “Plan of Distribution” in this prospectus for more information.
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Per Share
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Total(2)
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Public Offering Price
? ? ? $ ? ? ? ? $ ? ?
Placement Agent fees(1)
? ? ? $ ? ? ? ? $ ? ?
Proceeds, before expenses, to us
? ? ? $ ????? ? ? ? ? $ ????? ? ?
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(1)
In connection with this offering, we have agreed to pay to WestPark as placement agent a cash fee equal to 4% of the gross proceeds received by us in the offering. We have also agreed to reimburse WestPark for all expenses related to the offering up to $[ ] for reimbursement of legal expenses and other out-of-pocket expenses in connection with its engagement as placement agent See “Plan of Distribution.”
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(2)
Assumes investors purchase only Shares and no Pre-Funded Warrants in this offering.
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Investing in our securities involves a high degree of risk. See the section entitled “Risk Factors” beginning on page 16 of the prospectus. You should carefully consider these risk factors, as well as the information contained in this prospectus before you invest.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
WestPark Capital, Inc.
The date of this prospectus is ???????? ??, 2024
TABLE OF CONTENTS?
TABLE OF CONTENTS
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Page
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ABOUT THIS PROSPECTUS
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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
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This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. See “Risk Factors” and “Special Note Regarding Forward-Looking Statements.”
Invest-in-America
5 months ago
ISPC: Now that was a rather JADED, CYNICAL, commentary on 'Wall Street' generally, Dude!! (He can't even SEE my posts. By the way, I'm now HALF-WAY through Monk's Nobel-Prize-winning treatise entitled, "American Cars of 1958". Monk's book also comes with a CD, which shows Monk & Family test-driving Monk's patented. "Electro-Hydrogen-Fuel-Cell-Aero-Hybrid" car prototype; see below!!)