iSpecimen Inc 8-K, filed May 25, 2023
iSpecimen Inc. (ISPC)
About this 8-K
iSpecimen Inc filed this 8-K on May 25, 2023, reporting on events of May 24, 2023.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13
OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 24, 2023, at the annual meeting of stockholders (the “Annual Meeting”) of iSpecimen Inc. (the “Company”), the Company’s stockholders approved amendments (the “2021 Plan Amendments”) to the iSpecimen Inc. Second Amended and Restated 2021 Stock Incentive Plan (the “Second A&R 2021 Plan”) to (i) remove the automatic annual increase in the number of shares of common stock reserved for issuance under the Second A&R 2021 Plan on each anniversary date of the Second A&R 2021 Plan, in the event that 5% of the number of shares of common stock issued and outstanding on that date is more than the number of shares of common stock then currently reserved for issuance under the Second A&R 2021 Plan, (ii) to provide for the recoupment or clawback of awards granted under the Second A&R 2021 Plan and (iii) to increase the number of shares of common stock reserved for issuance with respect to awards granted under the Second A&R 2021 Plan from 608,000 shares of common stock to 1,869,500 shares of common stock.
The 2021 Plan Amendments previously had been approved, subject to stockholder approval, by the Board of Directors of the Company. The 2021 Plan Amendments became effective immediately upon stockholder approval at the Annual Meeting.
More detailed summaries of the material features of the 2021 Plan Amendments are set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 10, 2023 (the “Proxy Statement”). Those summaries and the foregoing descriptions are qualified in their entirety by reference to the full text of the 2021 Plan Amendments, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
At the Annual Meeting, of the Company’s 8,814,658 shares of common stock issued and outstanding and eligible to vote as of the record date of March 27, 2023, a quorum of 6,519,743 shares, or approximately 74% of the eligible shares were present or represented by proxy. Each of the matters set forth below is described in detail in the Proxy Statement filed with the Securities and Exchange Commission on April 10, 2023. The following actions were taken at the Annual Meeting:
Proposal No. 1: Election of Three Class II Directors
The first proposal was the election of three (3) Class II directors each to serve for a three-year term that expires at the 2026 annual meeting of stockholders, or until the election and qualification of their respective successors in office, subject to their earlier death, resignation, or removal. The vote on the proposal was as follows:
| Name of Nominee | FOR | WITHHELD | BROKER NON-VOTE | |||||||||
| John L. Brooks III | 3,900,970 | 704,582 | 1,914,191 | |||||||||
| Tracy Curley | 4,056,320 | 549,232 | 1,914,191 | |||||||||
| Theresa L. Mock | 4,412,763 | 192,789 | 1,914,191 | |||||||||
Each nominee was elected.
Proposal No. 2: Approval of Amendments to The Amended and Restated 2021 Stock Incentive Plan
The second proposal was the approval of amendments to the Second A&R 2021 Plan to (i) remove the automatic annual increase in the number of shares of common stock reserved for issuance under the Second A&R 2021 Plan on each anniversary date of the Second A&R 2021 Plan, in the event that 5% of the number of shares of common stock issued and outstanding on that date is more than the number of shares of common stock then currently reserved for issuance under the Second A&R 2021 Plan and (ii) to provide for the recoupment or clawback of awards granted under the Second A&R 2021 Plan. The vote on the proposal was as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||
| 3,290,000 | 1,303,726 | 11,826 | 1,914,191 | |||||||||||
Proposal No. 2 was approved by a majority of the votes cast.
Proposal No. 3: Approval of an Amendment to The Amended and Restated 2021 Stock Incentive Plan
The third proposal was the approval of an amendment to the Second A&R 2021 Plan to increase the number of shares of common stock reserved for issuance with respect to awards granted under the Second A&R 2021 Plan from 608,000 shares of common stock to 1,869,500 shares of common stock. The vote on the proposal was as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||
| 2,860,260 | 1,700,158 | 45,134 | 1,914,191 | |||||||||||
Proposal No. 3 was approved by a majority of the votes cast.
Proposal No. 4: Approval of an Amendment to The Fourth Amended and Restated Certificate of Incorporation
The fourth proposal was the approval of an amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation to permit removal of directors by stockholders, without cause. The vote on the proposal was as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||
| 3,804,890 | 798,466 | 2,196 | 1,914,191 | |||||||||||
Proposal No. 4 was not approved, because votes in favor of this proposal did not represent a majority of the voting shares entitled to vote thereon, as required.
Proposal No. 5: Ratification of Appointment of Independent Registered Public Accounting Firm
The fifth proposal was the ratification of the appointment of Wolf & Company, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2023. The vote on the proposal was as follows:
| FOR | AGAINST | ABSTAIN | ||||||||
| 6,421,007 | 21,967 | 76,769 | ||||||||
Proposal No. 5 was approved by a majority of the votes cast.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1 | Amendment No. 1 to iSpecimen Inc. Second Amended and Restated 2021 Stock Incentive Plan | |
| 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: May 25, 2023
| iSPECIMEN INC. | ||
| By: | /s/ Tracy Curley | |
| Name: Tracy Curley | ||
| Title: Chief Executive Officer | ||
AMENDMENT NO. 1 TO
iSPECIMEN INC.
AMENDED AND RESTATED
2021 STOCK INCENTIVE PLAN
WHEREAS, iSpecimen Inc. (the “Company”) has adopted the 2021 Stock Incentive Plan, effective June 16, 2021, which was amended and restated twice since adoption and the Second Amended and Restated 2021 Stock Incentive Plan was approved by the of holders of the Company’s common stock (“Common Stock”), $0.0001 par value per share (the “Stockholders”) on May 25, 2022 (the “2021 Plan”);
WHEREAS, the Company’s Board of Directors (the “Board”) has the authority pursuant to Section 14(a) of the 2021 Plan to amend the 2021 Plan, subject to the approval of the Stockholders entitled to vote in accordance with applicable law;
WHEREAS, the Board desires to amend the 2021 Plan to (i) amend Section 5(b) of the 2021 Plan to (x) remove the automatic annual increase in the number of shares of Common Stock reserved for issuance under the 2021 Plan on each anniversary date of the 2021 Plan, in the event that 5% of the number of shares of Common Stock issued and outstanding on that date is more than the number of shares of Common Stock then currently reserved for issuance under the 2021 Plan and (y) increase the number of shares of Common Stock reserved for issuance with respect to awards granted under the 2021 Plan from 608,000 shares of Common Stock to 1,869,500 shares of Common Stock and (ii) amend Section 15 of the 2021 Plan by adding a new paragraph (d) to provide for the recoupment or clawback of awards granted under the 2021 Plan; and
WHEREAS, on March 24, 2023, the Board approved this Amendment No. 1 to the 2021 Plan and recommended its approval to the Stockholders;
NOW, THEREFORE, pursuant to the power of amendment set forth in the 2021 Plan and subject to the approval of the Stockholders, the 2021 Plan is hereby amended as follows effective upon the approval by the Stockholders:
1. Section 5(b) of the 2021 is amended by deleting it in its entirety and replacing with the following:
“(b) Subject to Section 12 of this Plan, the Committee is authorized to grant Awards under this Plan for an aggregate of 1,869,500 shares of Common Stock.”
2. Section 15 of the 2021 Plan is amended by adding a new paragraph (d) which reads as follows:
“(d) Recoupment Policy. All Awards granted under the Plan, all amounts paid under the Plan and all Shares issued under the Plan shall be subject to reduction, recoupment, clawback, or recovery by the Company in accordance with Applicable Laws and with Company policy (whenever adopted) regarding same, whether or not such policy is intended to satisfy the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Sarbanes-Oxley Act, or other Applicable Laws, as well as any implementing regulations and/or listing standards. For purposes hereof, “Applicable Laws” means the requirements relating to the administration of equity-based awards or equity compensation plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Shares are listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted under the Plan.”
3.Except as hereinabove amended and modified, the 2021 Plan shall remain in full force and effect.
4. A majority in voting interest of the Stockholders present in person or by proxy and entitled to vote at the meeting of Stockholders at which this Amendment No. 1 to the Second Amended and Restated 2021 Stock Incentive Plan was considered, has duly approved this Amendment No. 1 to the Second Amended and Restated 2021 Stock Incentive Plan.
IN WITNESS WHEREOF, this Amendment No. 1 to the Second Amended and Restated 2021 Stock Incentive Plan is made effective this 24th day of May, 2023.
| iSPECIMEN INC. | ||
| By: | /s/ Tracy Curley | |
| Name: | Tracy Curley | |
| Title: | Chief Executive Officer | |