Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
iSpecimen Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
45032V108
(CUSIP Number)
December 31, 2023
(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).
CUSIP No. 45032V108
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1
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NAME OF REPORTING PERSONS
OBF Investments, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) ☐
(b) ☐ |
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5
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SOLE VOTING POWER
841,981
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
841,981
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
841,981
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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□
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.3% (1)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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(1) Percent of class is calculated based on 9,075,807 shares of common stock outstanding as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 filed
with the Securities and Exchange Commission on November 2, 2023.
CUSIP No. 45032V108
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1
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NAME OF REPORTING PERSONS
George H. Scholl
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) ☐
(b) ☐ |
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5
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SOLE VOTING POWER
845,231 (1)
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
845,231 (1)
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||||
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
845,231 (1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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□
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.3% (1) (2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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(1)
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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
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(2) Percent of class is calculated based on 9,075,807 shares of common stock outstanding as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 filed
with the Securities and Exchange Commission on November 2, 2023.
CUSIP No. 45032V108
| Item 1(a). |
Name of Issuer:
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iSpecimen Inc. (the "Issuer")
| Item 1(b). |
Address of Issuer’s Principal Executive Offices:
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450 Bedford Street
Lexington, MA 02420
| Item 2(a). |
Name of Person Filing:
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OBF Investments, LLC and George H. Scholl
| Item 2(b). |
Address of Principal Business Office or, if none, Residence:
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The business address of each of OBF Investments, LLC and George H. Scholl is c/o OBF Investments, LLC, 10100 Dr. Martin Luther King Jr. St. N., St. Petersburg, Florida 33716.
| Item 2(c). |
Citizenship:
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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.
| Item 2(d). |
Title of Class of Securities:
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Common Stock, par value $0.0001 per share
| Item 2(e). |
CUSIP Number:
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45032V108
| Item 3. |
If this statement is filed pursuant to 240.13d-1(b), or 240.13d-2(b), or (c), check whether the person filing is a:
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(a)
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[ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 780);
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(b)
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[ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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[ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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CUSIP No. 45032V108
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(d)
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[ ] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
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(e)
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[ ] An investment adviser in accordance with § 240.13d-l(b)(l)(ii)(E);
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(f)
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[ ] An employee benefit plan or endowment fund in accordance with § 240.13d -1 (b)(1)(ii)(F);
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(g)
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[ ] A parent holding company or control person in accordance with § 240.13d-1(b)(l)(ii)(G);
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(h)
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[ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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[ ] 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);
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(j)
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[ ] A non-U.S. institution in accordance with § 240.13d-l(b)(l)(ii)(J);
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(k)
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[ ] Group, in accordance with § 240.13d-l(b)(l)(ii)(K).
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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.
OBF Investments, LLC
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(a)
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Amount Beneficially Owned: 841,981 shares of common stock.
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(b)
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Percent of Class: 9.3% , which is calculated based on 9,075,807 shares of common stock outstanding as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q
for the quarter ended September 30, 2023 filed with the Securities and Exchange Commission on November 2, 2023.
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George Scholl:
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(a)
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Amount Beneficially Owned: 845,231 shares of common stock.
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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 a total of 3,250 shares of common stock issued upon the vesting and settlement of restricted stock units (“RSUs”) previously awarded to Mr. Scholl as compensation for
his service as a director of the Issuer.
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(b)
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Percent of Class: 9.3%, which is calculated based on 9,075,807 shares of common stock outstanding as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the
quarter ended September 30, 2023 filed with the Securities and Exchange Commission on November 2, 2023.
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CUSIP No. 45032V108
| (c) |
Number of shares as to which such person has:
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| (i) |
sole power to vote or to direct the vote: 845,231
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| (ii) |
shared power to vote or to direct the vote: 0
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| (iii) |
sole power to dispose or to direct the disposition of: 845,231
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| (iv) |
shared power to dispose or to direct the disposition of: 0
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| Item 5. |
Ownership of Five Percent or Less of a Class:
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Not Applicable
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person:
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Not Applicable
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
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Not Applicable
| Item 8. |
Identification and Classification of Members of the Group:
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Not Applicable
| Item 9. |
Notice of Dissolution of Group:
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Not Applicable
CUSIP No. 45032V108
| Item 10. |
Certification:
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Not Applicable
Exhibits.
CUSIP No. 45032V108
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, 2024
OBF Investments, LLC
/s/George H. Scholl
By: George H. Scholl
Its: President and Chief Executive Officer
/s/George H. Scholl
George H. Scholl