SEC Form SC 13G/A filed by iSpecimen Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐Rule 13d-1(c)

☒Rule 13d-1(d)

*  The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1)  Percent of class is calculated based on 8,918,447 shares of common stock outstanding as of December 29, 2022, as reported in the Issuer’s prospectus supplement filed with the Securities and Exchange Commission pursuant to Rule 424(b)(3) (Registration No.: 333-261701) on December 30, 2022.

(1)  Includes the 841,981 shares of common stock held by OBF Investments, LLC. As the President and Chief Executive Officer of OBF Investments, LLC, Mr. Scholl may be deemed to beneficially own the 841,981 shares of common stock held by OBF Investments, LLC.  Also includes (i) a total of 2,500 shares of common stock issued upon the vesting and settlement of restricted stock units (“RSUs”) on September 30, 2021, December 31, 2021, March 21, 2022, and June 21, 2022, (ii) 625 shares of common stock issued upon the vesting and settlement of RSUs, which vested on December 31, 2022 and were settled on January 3, 2023, and (iii) a total of 6,763 shares of common stock issuable upon exercise of vested stock options at an exercise price of $8.00 per share, which were exercisable as of December 31, 2022.  Does not include 6,762 shares of common stock issuable upon exercise of unvested stock options at an exercise price of $8.00 per share, which are not exercisable within 60 days of December 31, 2022.  Additionally, does not include 10,000 shares of common stock issuable upon exercise of unvested stock options at an exercise price of $1.41 per share, which are not exercisable within 60 days of December 31, 2022.

(2)  Percent of class is calculated based on: (i) 8,918,447 shares of common stock outstanding as of December 29, 2022, as reported in the Issuer’s prospectus supplement filed with the Securities and Exchange Commission pursuant to Rule 424(b)(3) (Registration No.: 333-261701) on December 30, 2022, plus (ii) 625 shares of common stock issued upon the vesting and settlement of RSUs, which vested on December 31, 2022 and were settled on January 3, 2023, plus (iii) 6,763 shares of common stock issuable upon exercise of vested stock options at an exercise price of $8.00 per share, which were exercisable as of December 31, 2022.

iSpecimen Inc. (the "Issuer")

450 Bedford Street

Lexington, MA 02420

OBF Investments, LLC and George H. Scholl

The business address of each of OBF Investments, LLC and George H. Scholl is c/o iSpecimen Inc., 450 Bedford Street, Lexington, MA 02420.

OBF Investments, LLC is a limited liability company organized and existing under the laws of the State of Florida.

Mr. Scholl is a United States citizen.

Common Stock, par value $0.0001 per share

45032V108

(a)	[ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)	[ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)	[ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)	[ ] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

(e)	[ ] An investment adviser in accordance with § 240.13d-l(b)(l)(ii)(E);

(f)	[ ] An employee benefit plan or endowment fund in accordance with § 240.13d -1(b)(1)(ii)(F);

(g)	[ ] A parent holding company or control person in accordance with § 240.13d-1(b)(l)(ii)(G);

(h)	[ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	[ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)	[ ] A non-U.S. institution in accordance with § 240.13d-l(b)(l)(ii)(J);

(k)	[ ] Group, in accordance with § 240.13d-l(b)(l)(ii)(K).

If filing as a non-U.S. institution in accordance with § 240.13d-l(b)(l)(ii)(J), please specify the type of institution: ________

Not applicable.

Item 4.                   Ownership:

OBF Investments, LLC

(a)	Amount Beneficially Owned:  841,981 shares of common stock.

(b)

Percent of Class:  9.4%, which is calculated based on 8,918,447 shares of common stock outstanding as of December 29, 2022, as reported in the Issuer’s prospectus supplement filed with the Securities and Exchange Commission pursuant to Rule 424(b)(3) (Registration No.: 333-261701) on December 30, 2022.

(i)

Sole power to vote or to direct the vote:  841,981

(ii)

Shared power to vote or to direct the vote:  0

(iii)

Sole power to dispose or to direct the disposition of:  841,981

(iv)

Shared power to dispose or to direct the disposition of:  0

George Scholl:

(a)	Amount Beneficially Owned:  851,869 shares of common stock.

Includes the 841,981 shares of common stock held by OBF Investments, LLC. As the President and Chief Executive Officer of OBF Investments, LLC, Mr. Scholl may be deemed to beneficially own the 841,981 shares of common stock held by OBF Investments, LLC.

Also includes (i) a total of 2,500 shares of common stock issued upon the vesting and settlement of restricted stock units (“RSUs”) on September 30, 2021, December 31, 2021, March 21, 2022, and June 21, 2022, (ii) 625 shares of common stock issued upon the vesting and settlement of RSUs, which vested on December 31, 2022 and were settled on January 3, 2023, and (iii) a total of 6,763 shares of common stock issuable upon exercise of vested stock options at an exercise price of $8.00 per share, which were exercisable as of December 31, 2022.  These RSUs and stock options were awarded as compensation for Mr. Scholl’s service as a director of the Issuer. Does not include 6,762 shares of common stock issuable upon exercise of unvested stock options at an exercise price of $8.00 per share, which are not exercisable within 60 days of December 31, 2022.  Additionally, does not include 10,000 shares of common stock issuable upon exercise of unvested stock options at an exercise price of $1.41 per share, which are not exercisable within 60 days of December 31, 2022.

(b)

Percent of Class: 9.5%, which is calculated based on: (i) 8,918,447 shares of common stock outstanding as of December 29, 2022, as reported in the Issuer’s prospectus supplement filed with the Securities and Exchange Commission pursuant to Rule 424(b)(3) (Registration No.: 333-261701) on December 30, 2022, plus (ii) 625 shares of common stock issued upon the vesting and settlement of RSUs, which vested on December 31, 2022 and were settled on January 3, 2023, plus (iii) 6,763 shares of common stock issuable upon exercise of vested stock options at an exercise price of $8.00 per share, which were exercisable as of December 31, 2022.

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Exhibits.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:  February 13, 2023

OBF Investments, LLC

By: George H. Scholl

Its: President and Chief Executive Officer

 George H. Scholl