8-K
iSpecimen Inc. (ISPC)
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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): December 15, 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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
On December 15, 2023, iSpecimen Inc. (the “Company”) received a letter of resignation from Joseph J. Basile to resign as a member of the Board of Directors of the Company (the “Board”), effective December 31, 2023. As a result, Mr. Basile will no longer serve as members of the audit committee and nominating and corporate governance committee of the Board, effective December 31, 2023.
On December 20, 2023, Theresa L. Mock, a member of the Board and a member of the compensation committee of the Board, was appointed as a member of the audit committee, effective January 1, 2024, to fill the vacancy resulting from Mr. Basile’s resignation. The Board has determined that Ms. Mock is an “independent director” under the Nasdaq listing rules and has satisfied the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended.
On December 20, 2023, the Board appointed Steven Gullans, a member of the Board, a member of the audit committee and chair of the compensation committee of the Board, as a member of the nominating and corporate governance committee, effective January 1, 2024, and appointed Ms. Mock as the chair of the nominating and corporate governance committee, effective January 1, 2024, to fill the vacancy resulting from Mr. Basile’s resignation.
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: December 21, 2023
| iSPECIMEN INC. | |
|---|---|
| By: | /s/ Tracy Curley |
| Name: Tracy Curley | |
| Title: Chief Executive Officer |