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): September 19, 2022
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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers. |
|---|
On September 19, 2022, the Board of Directors (the “Board”) of iSpecimen Inc. (the “Company”) received a notice of departure from Christopher Ianelli to vacate the positions of Chief Executive Officer and President of the Company, effective as of October 24, 2022, as a result of the non-renewal of his Executive Employment Agreement dated June 21, 2021.
On September 20, 2022, the Board received a similar notice of departure from Jill Mullan to vacate the position of Chief Operating Officer of the Company, effective as of October 24, 2022, as a result of the non-renewal of her Executive Employment Agreement dated June 21, 2021.
On September 21, 2022, pursuant to the mutual agreement of Dr. Ianelli and the Board, Dr. Ianelli vacated his positions as Chief Executive Officer and President of the Company. The Board appointed Tracy Curley, who currently 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. Ms. Curley will serve as Interim Chief Executive Officer until the Company appoints a new Chief Executive Officer and will also continue to serve as the Chief Financial Officer of the Company. The Company is currently negotiating a new Executive Employment Agreement with Ms. Curley in connection with her services as Interim Chief Executive Officer and Chief Financial Officer of the Company. Upon execution of the Executive Employment Agreement by the Company and Ms. Curley, the Company intends to file a subsequent Current Report on Form 8-K with the Securities and Exchange Commission (“SEC”) to report the financial and other terms thereunder and will also file a copy of the Executive Employment Agreement as an exhibit to such subsequently filed Current Report on Form 8-K.
Dr. Ianelli and Ms. Mullan have both agreed to continue to provide services as employees, on behalf of the Company through the termination of their employment with the Company on October 24, 2022, in order to assure a smooth transition in the Company’s management.
The Company is currently negotiating Separation Agreements with each of Dr. Ianelli and Ms. Mullan, which are expected to include the financial and other terms of each of their terminations as executive officers of the Company. The Company intends to file a subsequent Current Report on Form 8-K with the SEC to report the execution of the Separation Agreements with Dr. Ianelli and Ms. Mullan and the financial and other terms thereunder, Copies of the Separation Agreements will be filed as exhibits to such subsequently filed Current Report on Form 8-K.
| Item 8.01 | Other Events |
|---|
On September 22, 2022, the Company issued a press release announcing (i) the termination of Dr. Ianelli’s positions as Chief Executive Officer, President and in any other capacity as an officer of the Company, effective as of September 21, 2022, (ii) Ms. Mullan’s vacating of her position as Chief Operating Officer, effective as of October 24, 2022, (iii) the appointment of Ms. Curley as Interim Chief Executive Officer, effective as of September 21, 2022 and (iv) the termination of Dr. Ianelli and Ms. Mullan as employees of the Company, effective as of October 24, 2022. A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits. |
| --- | --- |
| 99.1 | Press Release, dated September 22, 2022. |
| 104 | Cover Page Interactive Data File |
SIGNATURES
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: September 22, 2022
| iSPECIMEN INC. | ||
|---|---|---|
| By: | /s/ Tracy Curley | |
| Name: | Tracy Curley | |
| Title: | Interim Chief Executive Officer and Chief Financial Officer |
Exhibit 99.1
iSpecimenNames Chief Financial Officer, Tracy Curley, Interim CEO
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CurrentPresident and CEO, Christopher Ianelli, to Leave Company
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LEXINGTON, Mass.,September 22, 2022 – 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 the immediate appointment of Tracy Curley as interim CEO, replacing current Chief Executive Officer and President, Christopher Ianelli. In addition to serving as interim CEO, Ms. Curley will remain CFO. The Board of Directors (the “Board”) is currently reviewing the Company’s near- and long-term needs pertaining to the role of Chief Executive Officer.
On September 19, 2022, Dr. Ianelli gave the Board a notice of departure to vacate his positions as Chief Executive Officer and President, effective October 24, 2022, as a result of the non-renewal of his Executive Employment Agreement dated June 21, 2021. Pursuant to the mutual agreement of Dr. Ianelli and the Board, Dr. Ianelli vacated his positions as Chief Executive Officer and President on September 21, 2022.
On September 20, 2022, Jill Mullan gave the Board a notice of departure to vacate her position as Chief Operating Officer, effective October 24, 2022, as a result of the non-renewal of her Executive Employment Agreement dated June 21, 2021.
In order to assure a smooth transition, Dr. Ianelli and Ms. Mullan have both offered and agreed to continue to provide services as employees of iSpecimen through the termination of their employment with the Company on October 24, 2022. The Company is currently negotiating Separation Agreements with each of Dr. Ianelli and Ms. Mullan, which are expected to include the financial and other terms of each of their terminations as executive officers of the Company.
“First, allow me to extend our appreciation to Chris and Jill for their vision, guidance, and support. At the same time, I want to thank the current leadership team and everyone at iSpecimen for their dedication to achieving excellence. I also wish to convey the confidence the Board and I have in the team’s ability to successfully operate the business without missing a beat,” said Ms. Curley, Chief Financial Officer and interim-CEO. “We currently have several business initiatives underway that, over time, will further strengthen our leadership position and be transformational in the biospecimen procurement industry. Our business and balance sheet are strong, which is especially important during the current macroeconomic environment. Let us not forget the vital role iSpecimen serves in advancing breakthrough science and saving lives.”
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
Thispress release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, andSection 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are characterized by future or conditionalverbs 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 futureexpectations and plans, which contain projections of future results of operations or financial condition or state other forward-lookinginformation.
Forward-lookingstatements are predictions, projections and other statements about future events that are based on current expectations and assumptionsand, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from theforward-looking statements in this press release, including but not limited to the risks factors contained in the Company’s filings withthe Securities and Exchange Commission, which are available for review at www.sec.gov. Forward-looking statements speak onlyas of the date they are made. New risks and uncertainties arise over time, and it is not possible for the Company to predict those eventsor how they may affect the Company. If a change to the events and circumstances reflected in the Company’s forward-looking statementsoccurs, the Company’s business, financial condition and operating results may vary materially from those expressed in the Company’s forward-lookingstatements.
Readers are cautioned not to put undue reliance on forward-lookingstatements, and the Company assumes no obligation and do not intend to update or revise these forward-looking statements, whether as aresult of new information, future events or otherwise.
For further information,please contact:
Investor Contact
KCSA Strategic Communications
Allison Soss
iSpecimen@kcsa.com
MediaContact
KCSA Strategic Communications
Raquel Cona
iSpecimen@kcsa.com