iSpecimen Inc. 美股招股说明书（2026年2月3日版）

101,000,000 Shares of Common Stock This prospectus relates to the offer and resale of up to an aggregate of101,000,000 shares of common stock, par value $0.0001 pershare (“Common Stock” or ‘common stock”), of iSpecimen Inc., held by selling stockholders, consisting of the following: (i) up to101,000,000 shares of common stock (the “Conversion Shares”) issuable upon conversion of shares of the Company’s Series CConvertible Non-Voting Preferred Stock (the “Preferred Stock”) and (ii) any additional shares of common stock that may becomeissuable pursuant to the terms of the Company’s Certificate of Designation of Preferences, Rights and Limitations of the PreferredStock (the “Certificate of Designation”), all of which were issued by us in connection with a private placement transaction completed This prospectus also covers any additional shares of common stock that may become issuable upon conversion of the Preferred Stockor upon any anti-dilution or similar adjustment pursuant to the terms of the Certificate of Designation, by reason of stock splits, stock The Selling Stockholders, or their respective transferees, pledgees, donees or other successors-in-interest, may sell the ConversionShares through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privatelynegotiated prices. The Selling Stockholders may sell any, all or none of the securities offered by this prospectus, and we do not knowwhen or in what amount the Selling Stockholders may sell their Conversion Shares hereunder following the effective date of this We are registering the Conversion Shares on behalf of the Selling Stockholders, to be offered and sold by them from time to time.While we will not receive any proceeds from the sale of our common stock by the Selling Stockholders in the offering described inthis prospectus, we will receive proceeds from the original issuance of the Preferred Stock and may receive additional proceeds uponconversion thereof, subject to the terms of the Certificate of Designation. We have agreed to bear all of the expenses incurred in Our common stock is currently listed on the Nasdaq Capital Market under the symbol “ISPC.” On January 30, 2026, the last reported 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 Conversion Shares may be offered and sold. If necessary, the specific manner in 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 January 30, 2026. Table of Contents ABOUT THIS PROSPECTUS This prospectus describes the general manner in which the Selling Stockholders may offer from time to time the Conversion Shares.You should rely only on the information contained in this prospectus or incorporated by reference into this prospectus and the relatedexhibits, any prospectus supplement or amendment thereto and the documents incorporated by reference, or to which we have referredyou, before making your investment decision. Neither we nor the Selling Stockholders have authorized anyone to provide you withdifferent information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus, any If necessary, the specific manner in which the Conversion Shares may be offered and sold will be described in a supplement to thisprospectus, which supplement may also add, update or change any of the information contained in this prospectus. To the extent thereis a conflict between the information contained in this prospectus and any prospectus supplement, you should rely on the informationin such prospectus supplement, provided that if any statement in one of these documents is inconsistent with a statement in another Neither the delivery of this prospectus nor any distribution of Conversion Shares pursuant to this prospectus shall, under anycircumstances, create any implication that there has been no change in the information set forth or incorporated by reference into thisprospectus or in our affairs since the date of this prospectus. Our business, financial condition, results of operations and prospects may When used herein, unless the context requires otherwise, references to the “iSpecimen,” “Company,” “we,” “our” and “us” refer toiSpecimen, Inc., a Delaware corporation. Trademarks This prospectus contains references to trademarks and service m