United States securities and exchange commission logo





                              December 14, 2020

       Christopher Ianelli
       Chief Executive Officer
       iSpecimen Inc.
       450 Bedford Street
       Lexington, MA 02420

                                                        Re: iSpecimen Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed November 19,
2020
                                                            File No. 333-250198

       Dear Mr. Ianelli:

              We have reviewed your registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-1 filed November 19, 2020

       Prospectus Summary
       The Opportunity, page 2

   1.                                                   Please briefly define
"precision medicine market" and "regenerative medicine market."
       Our Competitive Advantages, page 5

   2.                                                   We note your disclosure
that "[w]hile [you] believe [y]our iSpecimen Marketplace is
                                                        driving these benefits
now, they will become even more apparent in the future when the
                                                        iSpecimen Marketplace
achieves scale." In an appropriate place in your filing, please
                                                        clarify when you expect
to achieve scale, and the steps you must take to do so. In addition,
                                                        to balance your
disclosure, please disclose here that to date you have been unable to
                                                        operate the marketplace
profitably. In doing so, please include net loss information for
 Christopher Ianelli
iSpecimen Inc.
December 14, 2020
Page 2
         recent periods.
COVID-19 Impact, page 7

3.       Here and on page 46 of your filing, please quantify the impact of the
slowdown in
         healthcare provider research on your purchase orders, and on your
total revenue. Please
         also quantify the extent to which you have recovered from the
slowdown. In this regard,
         we note your disclosure on page 46 that "[a]s of September 30, 2020,
most of our supply
         organizations had resumed research operations but generally in a more
limited capacity
         than before the pandemic began." In addition, please disclose that in
May 2020
         you applied for and received a loan for $783,008 from the Paycheck
Protection Program
         under the CARES Act.
Risk Factors
Risks related to our Business
"We have a relatively short operating history . . .", page 12

4.       Please briefly describe the "number of factors" that affect your
ability to accurately
         forecast your future results.
"Sustainable future revenue growth is dependent upon . . .", page 15

5.       Please quantify the "relatively significant amount of resources" you
are spending on the
         development of the iSpecimen Marketplace platform, or tell us why you
believe you are
         not required to do so.
"We rely upon our technology solution for the operation of our business . . .",
page 15

6.       Please quantify, if material, the "stall" in your revenue growth rate
in mid-2018 to mid-
         2019, related to your critical software update.
"We rely upon third-party technology licenses . . .", page 16

7.       You disclose that you rely on third parties for "certain technology."
Please briefly
         describe the types of technology you license from third parties,
describe the material terms
         of your licensing agreements with third parties, and file any relevant
licensing agreements
         as exhibits to your filing. See Item 601(b)(10) of Regulation S-K.
Alternatively, please
         tell us why you do not believe you are required to file any applicable
agreements as
         exhibits to your registration statement.
"Challenges or unanticipated costsIanelli
FirstName LastNameChristopher       in establishing . . .", page 18
Comapany
8.         NameiSpecimen
       Please                Inc.expect to begin seeking distributors in the
life sciences industry to
              clarify when you
       market
December   14, and
               2020sell your
                     Page 2 products and services outside of the United States.
FirstName LastName
 Christopher Ianelli
FirstName
iSpecimen LastNameChristopher  Ianelli
          Inc.
Comapany14,
December   NameiSpecimen
              2020        Inc.
December
Page 3    14, 2020 Page 3
FirstName LastName
"We do not control the end-to-end quality of specimens . . .", page 21

9.       Please quantify the cost of the refunds and replacements referenced in
this risk
         factor related to the specimens that did not meet specifications in
2019, if material.
Use of Proceeds, page 37

10.      We note your disclosure that you will use a portion of the proceeds to
repay accrued and
         unpaid interest of the Bridge Notes. Because you will use a portion of
the proceeds to
         repay debt, please disclose the interest rate and maturity of such
indebtedness in this
         section. Please also amend your "Use of Proceeds" disclosure in your
Prospectus
         Summary to disclose that you will use a portion of the proceeds to
repay this debt.
         Further, because a portion of these Bridge Notes appears to have been
issued within one
         year, please describe the use of the proceeds of such indebtedness
other than short-term
         borrowings used for working capital. See Instruction 4 to Item 504 of
Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Financial Operations Overview and Analysis for the Three and Nine Months Ended
September
30, 2020 and 2019 . . ., page 48

11.      Throughout your discussion of your results of operations for the
financial periods
         presented, where you discuss multiple factors underlying changes in
line items, please
         quantify the contribution of each factor. For example, you disclose
that "[f]or the
         three months ended September 30, 2020, revenue increased by
approximately $1,557,000
         or 225%, as compared with the three months ended September 30, 2019
primarily due to
         an expansion of our sales team in the second half of 2019 and new
demand for specimens
         from patients with known COVID-19 test results, especially remnant
specimens." Please
         make conforming changes throughout your results of operations
disclosure.
Business, page 61

12.      In an appropriate place in your filing, please clarify whether you
require fees for use of
         your platform, including the marketing, sales, contracting, and
compliance functions you
         perform for researchers and suppliers.
The Challenges, page 62

13.      We note your reference to a survey of certain researchers you
conducted in 2019. Please
         provide us with context and additional detail about the parameters of
this survey,
         including a discussion of the number of researchers you surveyed, the
number that
         responded, the types of questions that were asked, and how your survey
results
         support your statement that "more than 80% of researchers limit the
scope of their
         research because of the difficulty of finding adequate quantity and/or
quality of specimens
         for their research."
 Christopher Ianelli
FirstName
iSpecimen LastNameChristopher  Ianelli
          Inc.
Comapany14,
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              2020        Inc.
December
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FirstName LastName
Technology Development, page 67

14.      Please amend your disclosure to describe your plans for technology
development in the
         near future, including when you expect to implement such plans. In
this regard, we note
         your disclosure on page 19 that "[c]urrently, [your platform] does not
fully support self-
         service eCommerce because key capabilities required to satisfy these
transactions across
         all of [y]our product lines, such as a pricing engine and
patient-level search, have yet to be
         incorporated." Please clarify when you expect the pricing engine,
patient-level search,
         and other key capabilities to be incorporated into your platform.
Our Products and Services, page 68

15.      Where you describe the product types you use to track and manage your
business, please
         describe how the demand for and supply of each impacts your business
and operations. In
         this regard, we note your disclosure on page 50 that "remnant
specimens generally have
         lower procurement costs than research use only specimens." Please
discuss relevant
         differences in costs to acquire and distribute each product type, ease
of procuring
         inventory of each, and any other differences that materially or could
materially affect your
         operations.
Our Supply Partners, page 69

16.      Please disclose the names of the principal suppliers discussed in this
section, or tell us
         why you believe you are not required to do so. See Item 101(h)(4)(v)
of Regulation S-K.
Our Customers, page 70

17.      We note your disclosure that, "in 2019, [you] entered the new and
rapidly growing
         regenerative medicine segment." To provide context for investors
regarding this segment
         and your participation in this segment, please disclose the measure by
which you
         determined this segment is "rapidly growing," and clarify how you have
entered into this
         segment, including the products you provide, the number of
distribution customers, and/or
         the percentage of your revenue attributable to this segment in the
relevant periods
         presented.
18.      You disclose that "in 2019, [you] significantly expanded [y]our client
base outside the
         Americas in large part due to one large international project." Please
disclose whether
         you expect to continue to engage with a client base outside of the
Americas upon the
         termination of this large international project, and if you expect
future projects to have the
         same "significance."
Our Competitors, page 72

19.      You disclose that "[you] know of no other online human biospecimen
marketplaces that
         provide instant access and searchability of specimens across a network
of healthcare
         providers." We note there appear to be other searchable online
marketplaces, including
 Christopher Ianelli
FirstName
iSpecimen LastNameChristopher  Ianelli
          Inc.
Comapany14,
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              2020        Inc.
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Page 5    14, 2020 Page 5
FirstName LastName
         but not limited to Discovery Life Sciences, Science Exchange, and
StemExpress. Please
         tell us why you believe these or other online providers are not online
human biospecimen
         marketplaces that operate in a manner similar to your business.
Alternatively, please
         amend your disclosure to identify other online biospecimen
marketplaces as your
         competitors, if applicable.
Our Sales Pipeline, page 73

20.      You state that the purchase order stage begins with the receipt of the
purchase order (or
         equivalent document) and ends as the specimen request is fulfilled or
lost. Please explain
         what you mean by the term lost. In your sales pipeline stage tables,
the amount of
         purchase orders generally exceeds revenue by significant amounts.
Please explain the
         reasons these figures differ. To the extent they differ due to
purchase orders not being
         firm and subsequently being cancelled or otherwise not fulfilled by
you, please revise
         your disclosure to explain the extent to which your purchase orders
are not firm.
Regulations
21 CFR Part 11 Electronic Records; Electronic Signatures, page 79

21.      Considering your disclosures that "the iSpecimen Marketplace has not
been certified or
         audited for 21 CFR Part 11 compliance," and you " do not require the
originating systems
         from whom [you] receive data to be 21 CFR Part 11 compliant," please
disclose the
         potential consequences to you when clients may submit data to the FDA
that was
         received, stored, and transmitted in your systems, if material. As a
related matter, please
         disclose the potential consequences to you if you fail to properly
audit and identify gaps in
         the informed consent forms used to collect samples and data as part of
your offerings
         pursuant to 21 CFR Part 50, and if there are gaps in your IRB
composition and operations
         making them incompatible with 21 CFR Part 56.
International Regulatory Environment, page 80

22.      We note your disclosure that you "generally rely upon [y]our
contractual terms with [EU
         supply partners] as a means for obligating them to provide [you] data
in accordance with
         the GDPR regulations." Please briefly describe any other audits or
practices upon which
         you rely to ensure your operations comply with GDPR regulations.
Other Applicable Laws, page 80

23.      You disclose that you are subject to state and local laws and
regulations for the disposal
         and handling of medical waste and biohazardous material. If material,
pease disclose the
         costs of compliance with these disposal laws, and discuss whether any
of these laws have
         environmental implications. See Item 101(h)(4)(xi) of Regulation S-K.
Anti-Takeover Effects of Certain Provisions of Our Bylaws, page 102

24.      Please amend your filing to add risk factor disclosure describing the
risks related to the
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FirstName
iSpecimen LastNameChristopher  Ianelli
          Inc.
Comapany14,
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              2020        Inc.
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Page 6    14, 2020 Page 6
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         anti-takeover effects described in this section of your registration
statement.
Registration Rights, page 102

25.      We note your disclosure that certain shares are "registered for resale
as part of the
         registration statement of which this prospectus forms a part."
However, it does not appear
         that you are registering a resale component of this offering. Please
amend your disclosure
         to clarify, if true, that these registration rights are related to a
future registration statement,
         or amend your filing to register the resale shares and to provide the
disclosure required by
         Item 507 of Regulation S-K.
Condensed Balance Sheets, page F-27

26.      We note you recorded deferred revenue of approximately $582,000.
Please tell us and
         revise to disclose how the deferred revenue arose.
Notes to Financial Statements
Summary of Significant Accounting Policies
Revenue Recognition and Accounts Receivable, page F-35

27.      We note that you may enter into bill-and-hold arrangements with
certain customers.
         Please tell us, on average, how long you hold the products for the
customers.
         Additionally, please quantify the amount of revenue recognized under
bill and hold
         arrangements during each period presented.
28.      We note that you have concluded that you are the principle. You
further state that you
         control the collection of the specimens being provided prior to
transferring control to the
         customer. However, in your footnote on inventory you also state that
 The Company
         takes possession of specimens in limited circumstances.    Please tell
us in further detail
         how you determined that you control the specimen before it is
transferred to a customer.
         Additionally, please clarify how, when and by whom the specimens are
transferred to the
         customer.
29.      You state the performance obligation is satisfied when the related
specimens are collected
         (rather than upon shipment to the customer). Please tell us your basis
under ASC 606 for
         concluding that control of the specimen has transferred to the
customer upon collection
         rather than upon shipment by you or receipt by the customer.
General

30.      Please provide us with supplemental copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         have presented or expect to present to potential investors in reliance
on Section 5(d) or
         Rule 163B of the Securities Act, whether or not you retained, or
intend to retain, copies of
         those communications. Please contact the staff member associated with
the review of this
         filing to discuss how to submit the materials, if any, to us for our
review.
 Christopher Ianelli
iSpecimen Inc.
December 14, 2020
Page 7

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       You may contact Aamira Chaudhry at (202) 551-3389 or Lyn Shenk at (202)
551-3380 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Katherine Bagley at (202) 551-2545 or Dietrich King at (202) 551-8071
with any other
questions.



                                                           Sincerely,
FirstName LastNameChristopher Ianelli
                                                           Division of
Corporation Finance
Comapany NameiSpecimen Inc.
                                                           Office of Trade &
Services
December 14, 2020 Page 7
cc:       Tamar Donikyan
FirstName LastName