iSpecimen Inc美股招股说明书(2026-01-02版)

1,559,828 Shares of Common Stock This prospectus relates to the offer and resale of up to an aggregate of1,559,828 shares of common stock, par value $0.0001 per share,of iSpecimen Inc., held by selling stockholders, consisting of the following: (i) 267,379 shares of common stock (the “Shares”) and (ii)1,292,449 shares of common stock (the “Warrant Shares”) issuable upon exercise of pre-funded warrants (the “Warrants”), eachexercisable into one share of common stock at a nominal exercise price per share of $0.0001, without expiration, all of which wereissued by us in connection with a private placement transaction (the “August 2025 Private Placement”) pursuant to a securitiespurchase agreement, dated as of July 31, 2025 (the “Purchase Agreement”). The holders of the Shares and the Warrant Shares and theWarrants are each referred to herein as a “Selling Stockholder” and collectively as the “Selling Stockholders.” This prospectus also covers any additional shares of common stock that may become issuable upon any anti-dilution adjustmentpursuant to the terms of the Warrants issued to the Selling Stockholders by reason of stock splits, stock dividends, and other eventsdescribed therein. The Selling Stockholders, or their respective transferees, pledgees, donees or other successors-in-interest, may sell the Shares or theWarrant Shares through public or private transactions at prevailing market prices, at prices related to prevailing market prices or atprivately negotiated prices. The Selling Stockholders may sell any, all or none of the securities offered by this prospectus, and we donot know when or in what amount the Selling Stockholders may sell their Shares or Warrant Shares hereunder following the effectivedate of this registration statement. We provide more information about how a Selling Stockholder may sell its Shares or WarrantShares in the section titled “Plan of Distribution” on page 39. We are registering the Shares and Warrant Shares on behalf of the Selling Stockholders, to be offered and sold by them from time totime. While we will not receive any proceeds from the sale of our common stock by the Selling Stockholders in the offering describedin this prospectus, we may receive up to $0.0001 per share upon the cash exercise of each of the Warrants. We cannot predict when andin what amounts or if the Warrants will be exercised. We have agreed to bear all of the expenses incurred in connection with theregistration of the Shares and the Warrant Shares. The Selling Stockholders will pay or assume discounts, commissions, fees ofunderwriters, selling brokers or dealer managers and similar expenses, if any, incurred for the sale of the Shares and the WarrantShares. Our common stock is currently listed on the Nasdaq Capital Market under the symbol “ISPC.” On December 29, 2025, the lastreported sale price for our common stock was $0.3406 per share. We are an “emerging growth company” as the term is used in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and,as such, have elected to comply with certain reduced public company reporting requirements for this and future filings. Thisprospectus describes the general manner in which the Shares and the Warrant Shares may be offered and sold. If necessary, the specificmanner in which the Shares and the Warrant Shares may be offered and sold will be described in a supplement to this prospectus. Investing in our Common Stock involves risks. You should carefully review the risks described under the heading “RiskFactors” beginning on page 9 before you invest in our common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is December 29, 2025. Table of Contents PageAbout this ProspectusiiSpecial Note Regarding Forward Looking StatementsiiiProspectus Summary1Risk Factors9Use of Proceeds37August 2025 Private Placement37Selling Stockholders38Plan of Distribution39Legal Matters40Experts40Incorporation of Certain Information by Reference40Where You Can Find More Information40 ABOUT THIS PROSPECTUS This prospectus describes the general manner in which the Selling Stockholders may offer from time to time the Shares and WarrantShares. You should rely only on the information contained in this prospectus or incorporated by reference into this prospectus and therelated exhibits, any prospectus supplement or amendment thereto and the documents incorporated by reference, or to which we havereferred you, before making your investment decision. Neither we nor the Selling Stockholders have authorized anyone to provide youwith different information. If anyone provides you with different or inconsistent information, you should not rely on it. Thisprospectus, any prospectus supplement or amendments thereto do not constitute an offer t