Current Report Filing (8-k)
September 22 2022 - 4:28PM
Edgar (US Regulatory)
0001558569
false
0001558569
2022-09-19
2022-09-19
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13
OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date
of earliest event reported): September 19, 2022
iSpecimen
Inc.
(Exact name of registrant
as 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 former
address, 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
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
¨ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
¨ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
¨ |
Pre-commencement communications
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
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.
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. |
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 |
iSpecimen (NASDAQ:ISPC)
Historical Stock Chart
From Mar 2024 to Apr 2024
iSpecimen (NASDAQ:ISPC)
Historical Stock Chart
From Apr 2023 to Apr 2024