8-K/A
iSpecimen Inc. (ISPC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):February 19, 2025
iSpecimen Inc.
(Exact name of registrant as specified in itscharter)
| Delaware | 001-40501 | 27-0480143 |
|---|---|---|
| (State or other jurisdictionof Incorporation) | (Commission File Number) | (IRS EmployerIdentification No.) |
8 Cabot Road, Suite 1800 Woburn, MA 01801
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including
area code: (781) 301-6700
Not Applicable
(Former name or former address, if changed sincelast 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 pursuant to Rule 425 under the Securities<br>Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under<br>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 ☒
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. ☐
Explanatory Note
This Amendment No. 1 to the Current Report on Form 8-K amends the Form 8-K originally filed with the Securities and Exchange Commission on February 24, 2025 (the “Original Form 8-K”). At the time of the Original Form 8-K, iSpecimen Inc. (the “Company”) had not yet determined the compensation arrangements for Ms. Katharyn Field, who was appointed as President of the Company on February 19, 2025. This amendment is being filed to disclose the employment agreement entered into with Ms. Field on February 28, 2025. Other than the inclusion of Ms. Field’s employment agreement, this amendment does not modify any other disclosure in the Original Form 8-K.
Item 5.02 Departure of Directors or CertainOfficers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
This Amendment No. 1 to the Original Form 8-K is being filed by iSpecimen Inc. to disclose the terms of the employment agreement (the “Employment Agreement”) entered into with Ms. Katharyn Field on February 28, 2025, under which Ms. Field will receive an annual base salary of $240,000, payable in accordance with the Company’s standard payroll schedule. She will also be eligible to participate in the Company’s Stock Incentive Plan and receive standard fringe benefits available to full-time employees.
The Employment Agreement provides that Ms. Field’s employment is at-will, meaning that either she or the Company may terminate the employment relationship with thirty (30) days’ notice. The foregoing summary of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement, which is filed as Exhibit 10.1 to this Form 8-K/A and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 10.1 | Employment Agreement between iSpecimen Inc. and Katharyn Field, dated February 28, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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: February 28, 2025
| iSPECIMEN INC. | ||
|---|---|---|
| By: | /s/ ROBERT BRADLEY LIM | |
| Name: | Robert Bradley Lim | |
| Title: | Chief Executive Officer |
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Exhibit 10.1
February 28^th^, 2025
Katharyn Field
22210 Woodset Lane
Boca Raton, FL 33428
Dear Katie:
I am pleased to confirm our offer to you of the position of President with iSpecimen Inc. (the “Company"), effective as of February 19, 2025 (your “Employment Date”). The purpose of this letter is to generally describe your employment with the Company and your agreement with the terms thereof.
Job Responsibilities
Your responsibilities will include all aspects of managing overall operations, strategy, and financial performance of Company and such other tasks as may be assigned to you from time to time by the Company. You will develop strategic plans and ensure the Company remains competitive. You will manage all senior executives in the Company and report directly to the Board of Directors.
Compensation
Your base salary will be $240,000.00 annualized less applicable legal deductions, payable in accordance with the regular payroll practices of the Company. Additionally, full-time employees are eligible for participation in the Stock Incentive Plan that is in effect on your Employment Date.
Expenses
Should the Company determine that your position requires you to incur expenses in the normal course of the Company’s business, the Company will reimburse you for all such expenses that are actual, necessary, and reasonable, subject to the Company's expense policy in effect from time to time.
Fringe Benefits
You will be entitled to receive the fringe benefits generally available to the Company’s employees. Attached is a current list of such benefits. The Company may amend, terminate, or enhance the benefits provided to you and our other employees from time to time as it deems appropriate.
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Internal Policies
During your employment with the Company, you will be required to follow all of the Company’s internal policies and to conduct your business activities at all times in accordance with the highest legal, ethical, and professional standards.
Confidentiality, Non-Competition, and Assignment
Our offer of employment is conditional upon your agreeing to and abiding by iSpecimen’s “Employee Proprietary Information, Restrictive Covenant & Inventions Agreement.”
Employment at Will
Your employment with the Company will be at will. As such, your employment is for no definite period of time, and you or the Company may terminate your employment with 30 days prior written notice at any time and for any or no reason or cause. The Company is not bound to follow any policy, procedure, or process in connection with employee discipline, employment termination, or otherwise.
Full Time Employment
Your employment with the Company will be on a full-time, exempt basis. You will generally devote a maximum of 30 hours of full time each week to the business of the Company.
No Conflicting Obligation/Conflicts of Interest
You hereby represent and warrant to the Company that you are not presently under, and will not become subject to, any obligation to any person or entity which is inconsistent or in conflict with your employment with the Company, or which would prevent, limit, or impair in any way your performance of your duties to the Company as described in this letter. Specifically, you represent and warrant that you have not brought with you any confidential or proprietary information of any former employer, and you are not subject to any agreement with, or obligation to, a former employer that would prohibit your employment by the Company. Further, during your employment by the Company, you will not engage in any activity on behalf of, nor accept any salary, commissions, fee, or compensation of any kind (other than investment income) from, any person, firm, or corporation that is competitive with the Company nor engage in any activity on behalf of any person, firm, or company that interferes with your ability to perform your job duties, interferes with your performance, or negatively impacts your employment with the Company.
Conditions of Employment
This offer is contingent upon your providing satisfactory documentation to the Company concerning your employment eligibility as required by Congress under the Immigration Reform and Control Act of 1986. This documentation must be received by the Company within three (3) business days of your Employment Date. Your employment is also contingent upon the Company's completion of a satisfactory investigation of your background. You agree to release the Company, its employees and agents, and any individuals who may provide the Company with information regarding your references from any liability relating to any such investigation.
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Formalities aside, Katie, we are all delighted that you are joining us and look forward to your continued contribution!
| Very truly yours, | |
|---|---|
| By: | /s/ Robert Lim |
| Name: | Robert Lim |
| Title: | Chief Executive Officer |
| ACCEPTED: | |
| --- | --- |
| By: | /s/ Katharyn Field |
| Name: | Katharyn Field |
| Title: | President |
| Date: | 2/28/2025 |
| Attachment: | iSpecimen Health & Wellness Benefits |