8-K

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): March 31, 2023

iSpecimen

Inc.

(Exact name of registrantas specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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. ¨

On March 31, 2023, iSpecimen Inc. (the “Company”) entered into a Second Amendment to the First Amended and Restated Executive Employment Agreement with Tracy Curley, the Chief Executive Officer, Chief Financial Officer and Treasurer of the Company (the “Second Amendment”). A prior amendment to the First Amended and Restated Executive Employment Agreement was entered by and between the Company and Ms. Curley on January 24, 2023 solely to correct a clerical error in the vesting dates of certain equity awards and was deemed immaterial (the “First Amendment”).

Pursuant to the Second Amendment, the Company shall use its reasonable best efforts to nominate Ms. Curley to serve as a member of the Board of Directors of the Company (the “Board”) for so long as she is employed as the Chief Executive Officer of the Company and no additional compensation will be made to Ms. Curley for her service as a member of the Board. In addition, in the event that Ms. Curley’s employment as Chief Executive Officer is terminated or she resigns or becomes unaffiliated with the Company, Ms. Curley shall tender her resignation from the Board unless otherwise agreed upon by both parties.

The foregoing descriptions of the terms of the First Amendment and Second Amendment are qualified in their entirety by reference to the provisions of the First Amendment and Second Amendment filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K, which are incorporated by reference herein.

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: March 31, 2023

Exhibit 10.1

firstAMENDMENT TO first amended and restated executive employment agreement

This is a contractual amendment to the First Amended and Restated Executive Employment Agreement between iSpecimen, Inc. (the “Company”) and TRACY WILSON CURLEY (the “Executive”), executed on October 24^th^, 2022 (the “Agreement”).

WHEREAS, the Company and Executive do now mutually desire to amend the Agreement by entering into this Amendment to the Agreement (the “Amendment”).

WHEREAS, the Amendment modifies certain equity vesting schedules provided for in the Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Amendment, and such other good, and valuable consideration the receipt of which the parties hereby acknowledge, the parties agree to amend their Agreement as follows:

1.            The first paragraph of Section 2(D) shall be withdrawn in its entirety and replaced with the following:

As specific consideration for the non-competition covenants contained in the Restated Restrictive Covenant Agreement discussed below, the Company will recommend to its Board of Directors that, at the next meeting of the Board of Directors, Executive be granted an option to purchase 100,000 shares of the Company’s common stock (with an exercise price equal to not less than the current fair market value of the common stock as determined by the Board on the date of the grant (the “Option”). Provided the Executive continues to provide the Services to the Company on the applicable vesting date, the Option shall vest over a four (4) year period, with the first 25% of the shares granted pursuant to the Option vesting on the first anniversary of the Vesting Commencement Date (as defined below) and the remaining shares granted pursuant to the Option vesting in equal monthly installments over the following 36 months, such that one hundred percent (100%) of the shares shall be vested on the fourth anniversary of the Vesting Commencement Date. For purposes of the Option, the “Vesting Commencement Date”shall be June 21, 2022.

2.            Except as expressly provided in this Amendment, each and every term and condition of the Agreement, shall remain unchanged, and are, by this Amendment, specifically reaffirmed by, and binding on, the parties.

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Exhibit 10.2

SECONDAMENDMENT TO first amended and restated executive employment agreement

This is a contractual amendment to the First Amended and Restated Executive Employment Agreement between iSpecimen, Inc. (the “Company”) and TRACY WILSON CURLEY (the “Executive”), executed on October 24^th^, 2022, as previously amended by the First Amendment to the First Amended and Restated Executive Employment Agreement, executed on January 24, 2023 (collectively, the “Agreement”).

WHEREAS, the Company and Executive do now mutually desire to further amend the Agreement by entering into this Second Amendment to the Agreement (the “Second Amendment”).

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Second Amendment, and such other good, and valuable consideration the receipt of which the parties hereby acknowledge, the parties agree to amend their Agreement as follows:

1.              Section 1 (Title, Position & Responsibilities) of the Agreement shall be amended to include the following paragraph, as the third paragraph of the Section 1:

For so long as Executive is employed as the Chief Executive Officer of the Company under this Agreement, and subject to applicable law, the Company shall use its reasonable best efforts to have its Nominating and Corporate Governance Committee or Board nominate Executive to serve as a member of the Board each year that Executive is up for re-election and, if elected by the stockholders, Executive shall fulfill all duties required of a member of the Board without any additional compensation. In the event Executive’s employment as Chief Executive Officer is terminated in accordance with this Agreement or Executive resigns or otherwise becomes unaffiliated with the Company, Executive shall, and does hereby agree to, tender Executive’s written resignation from the Board effective on the date of termination, resignation or non-affiliation unless the Board requests that the Executive to continue to serve and the Executive agrees to do so. In such event, compensation for continued service as a member of the Board shall be determined at such time in accordance with the policies then in effect with respect to other non-employee directors.

2.              Except as expressly provided in this Second Amendment, each and every term and condition of the Agreement, shall remain unchanged, and are, by this Second Amendment, specifically reaffirmed by, and binding on, the parties.

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