8-K
iSpecimen Inc. (ISPC)
UNITED STATES
SECURITIES AND EXCHANGECOMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Dateof earliest event reported): January 9, 2023
iSpecimen
Inc.
(Exact name of registrantas specified in its charter)
| Delaware | 001-40501 | 27-0480143 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 450 Bedford Street Lexington , MA 02420 | ||
| --- | ||
| (Address of principal executive offices, including zip code) |
Registrant’s telephone
number, including area code: (781
) 301-6700
Not Applicable
(Former name or formeraddress, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications<br> pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.0001 per share | ISPC | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02 Departure of Directors or CertainOfficers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed in the Current Report on the Form 8-K of iSpecimen Inc., a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission on September 22, 2022, Christopher Ianelli informed the Board of Directors (the “Board”) of the Company of his intention to resign as Chief Executive Officer and President of the Company effective October 24, 2022. As a result. The Board appointed Tracy Curley, who concurrently serves as the Chief Financial Officer and Treasurer of the Company, as Interim Chief Executive Officer of the Company, effective immediately upon Dr. Ianelli’s no longer serving as Chief Executive Officer and President of the Company.
On January 9, 2023, the Board, at a Special Meeting of the Board of Directors, appointed Ms. Curley as Chief Executive Officer of the Company, effective immediately. With the appointment of Ms. Curley as Chief Executive Officer, the Board will be initiating a comprehensive search process to identify a new Chief Financial Officer of the Company.
Ms. Curley has been serving as Chief Financial Officer of the Company since August 2020 and as Treasurer of the Company since July 2021. She was a partner at Cohn Reznick LLP, a national accounting firm, from September 2017 to June 2020. During her time at CohnReznick, LLP, Ms. Curley led the creation and development of an emerging markets commercial audit practice for the firm in their Boston, MA office. Her practice focused on recruiting and providing audit services to private and public emerging growth companies in the technology and life sciences industries. From November 2014 to August 2017, she also served as a partner at Marcum LLP, a national accounting firm. Ms. Curley led the northeast regional high-tech practice for the firm. She focused on expanding the client base to provide a full range of accounting, tax and advisory services for private and public emerging growth companies in high tech industries such as technology, life sciences and advanced manufacturing. From March 2010 to October 2014, Ms. Curley served as a partner at Moody, Famiglietti & Andronico, LLP (“MFA”), a proactive consulting firm in the greater Boston, MA area with national and global reach. During her time at MFA, Ms. Curley led the creation and development of a public company audit practice focused on recruiting and providing audit services to public emerging growth companies. Ms. Curley serves as President and a board member of the North Shore Technology Council and as a board member of Project Green Schools. Ms. Curley received her Master of Accountancy and Bachelor of Science in Business Administration with a concentration in accounting from Kansas State University. She also attended the United States Military Academy. She is a certified public accountant licensed in the Commonwealth of Massachusetts.
There are no family relationships between Ms. Curley and any director, executive officer, or person nominated or chosen by the Company to become an executive officer of the Company. There are no transactions between the Company and Ms. Curley that are subject to disclosure under Item 404(a) of Regulation S-K.****
On January 10, 2023, the Company issued a press release announcing the appointment of Ms. Curley. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release, dated January 10, 2023 |
| 104 | Cover Page Interactive Data File (Embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: January 10, 2023
| iSPECIMEN INC. | ||
|---|---|---|
| By: | /s/ Tracy Curley | |
| Name: | Tracy Curley | |
| Title: | Chief Executive Officer |
Exhibit 99.1
iSpecimen Names Tracy Curley as Chief ExecutiveOfficer
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Previously Appointed Interim CEO in September 2022
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LEXINGTON, Mass. – January 10, 2023 – iSpecimen Inc. (Nasdaq: ISPC) (“iSpecimen” or the “Company”), an online global marketplace that connects scientists in need of biospecimens for medical research with a network of healthcare specimen providers, announced today that its Board of Directors has appointed Tracy Curley, former Interim CEO, as CEO, effective immediately.
“I am grateful to the Board and the entire team at iSpecimen for their support over the past four months, and for the confidence they have shown in my ability to lead the Company,” said Tracy Curley, CEO of iSpecimen. “The progress we’ve made this year in terms of operational and financial execution is encouraging. I am pleased to report that we generated record revenue during the fourth quarter of 2022 and look forward to continuously improving results in 2023.”
“Since being appointed interim CEO, Tracy has established herself as a goal-oriented leader,” added Andrew Ross, Chairman of the Board of Directors for the Company. “The Board is delighted to remove the ‘interim’ from the CEO title, and excited to have Tracy continue leading the team and executing on the promise of iSpecimen.”
Ms. Curley was previously appointed Interim CEO in September 2022, while concurrently serving as the Company’s CFO. With the appointment of Ms. Curley as CEO, the Board will be initiating a comprehensive search process to identify a new CFO.
About iSpecimen
iSpecimen (Nasdaq: ISPC) offers an online marketplace for human biospecimens, connecting scientists in commercial and non-profit organizations with healthcare providers that have access to patients and specimens needed for medical discovery. Proprietary, cloud-based technology enables scientists to intuitively search for specimens and patients across a federated partner network of hospitals, labs, biobanks, blood centers and other healthcare organizations. For more information, please visit www.ispecimen.com.
Forward-Looking Statements
This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are characterized by future or conditional verbs such as "may," "will," "expect," "intend," "anticipate," believe," "estimate" and "continue" or similar words. You should read statements that contain these words carefully because they discuss future expectations and plans, which contain projections of future results of operations or financial condition or state other forward-looking information.
Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to the risks factors contained in the Company's filings with the Securities and Exchange Commission, which are available for review at www.sec.gov. Forward-looking statements speak only as of the date they are made. New risks and uncertainties arise over time, and it is not possible for the Company to predict those events or how they may affect the Company. If a change to the events and circumstances reflected in the Company's forward-looking statements occurs, the Company's business, financial condition and operating results may vary materially from those expressed in the Company's forward-looking statements.
Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.
For further information, please contact:
Investor Contact
KCSA Strategic Communications
Allison Soss
iSpecimen@kcsa.com
Media Contacts
KCSA Strategic Communications
Raquel Cona / Shana Marino
iSpecimen@kcsa.com