iSpecimen Inc. 8-K

What Happened

• iSpecimen Inc. (NASDAQ: ISPC) filed an 8-K reporting that it effected a 1-for-40 reverse stock split of its common stock effective 4:30 p.m. ET on April 27, 2026. The company filed a Fifth Amended and Restated Certificate of Incorporation on April 29, 2026, to reflect the split and related corporate changes. Trading on a split-adjusted basis began when Nasdaq opened on April 28, 2026. The company’s ticker remains ISPC and the new CUSIP is 45032V306.
• The Board had approved the 1-for-40 ratio on April 9, 2026 after stockholders had previously authorized a reverse split in the range of 1-for-10 to 1-for-100 at a special meeting on October 30, 2025.

Key Details

• Shares outstanding: immediately before the split the Company had 52,639,796 shares issued and outstanding; after the split there are approximately 1,316,032 shares outstanding.
• Equity adjustments: per-share exercise prices and share counts for outstanding stock options, warrants, restricted stock units and shares reserved under equity plans were proportionately adjusted. No fractional shares were issued; any fractional share was rounded up to the nearest whole share.
• Prior split validation: the Board ratified and validated a prior 1-for-20 reverse split (effective Sept 13, 2024) that had not been previously filed with the Delaware Secretary of State; a Certificate of Validation was submitted April 29, 2026.
• Transfer agent Broadridge is acting as exchange agent; registered book-entry holders need take no action to receive post-split shares.

Why It Matters

• The reverse split increases the per‑share trading price and reduces the number of outstanding shares. Per the filing, the change is intended to help attract certain institutional and other investors and to regain compliance with Nasdaq’s minimum bid price listing requirement.
• For investors this means existing holdings were consolidated on a 1:40 basis (with proportional adjustments to options and awards); the split does not change a holder’s percentage ownership or the company’s market value except for market reactions to the split.