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): June 20, 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 |
| (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. |
Amendment to Executive Employment Agreements
On June 20, 2022, iSpecimen Inc. (the “Company”) entered into amendments (collectively, the “Amendments”) to the executive employment agreements of each of Christopher Ianelli, the Company’s Chief Executive Officer and President, Jill Mullan, the Company’s Chief Operating Officer and Secretary, Tracy Curley, the Company’s Chief Financial Officer and Treasurer, and Benjamin Bielak, the Company’s Chief Information Officer (collectively, the “Employment Agreements”). Under their initial terms, each of the Employment Agreements would have expired on June 21, 2022. Pursuant to the Amendments, the Company and each of Mr. Ianelli, Ms. Mullan, Ms. Curley and Mr. Bielak agreed to extend the expiration date of each of their Employment Agreements to the earlier of (i) July 29, 2022, (ii) the death or disability of such executive, or (iii) the occurrence of any of the termination events as described in Section 5 of their respective Employment Agreements, so that there is sufficient time for the Company’s board of directors and each of them to complete the performance review described in Section 3 of their respective Employment Agreements for the purpose of determining each of their compensation and performance goals for the annual period through June 21, 2023.
Copies of the Amendments between the Company and each of Mr. Ianelli, Ms. Mullan, Ms. Curley and Mr. Bielak are attached to this Current Report on Form 8-K as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, and are incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits |
(d) 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: June 21, 2022
| iSPECIMEN INC. | ||
| By: | /s/ Christopher Ianelli | |
| Name: Christopher Ianelli | ||
| Title: Chief Executive Officer and President | ||
Exhibit 10.1
iSpecimen Inc.
first amendment to executive employment agreement
This First Amendment to Executive Employment Agreement (this “Amendment”) is made and entered into and effective as of June 20, 2022 (the “Effective Date”), by and between iSpecimen Inc., a Delaware corporation located at 450 Bedford St, Lexington, MA 02420 (the “Company”), and Christopher Ianelli, MD, PhD (the “Executive”).
WHEREAS, the Company and the Executive have entered into an Executive Employment Agreement dated June 21, 2021 (the “Executive Employment Agreement”); and
WHEREAS, the Company and the Executive wish to amend the Agreement to extend the Expiration Date set forth in Section 4 of the Executive Employment Agreement so that there is sufficient time for the Company’s board of directors and the Executive to complete the performance review described in Section 3 of the Executive Employment Agreement for the purpose of determining the Executive’s compensation and performance goals for the annual period through June 21, 2023; and
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, and for other good and valuable consideration, the receipt of and sufficiency of which are hereby acknowledged, the Company and the undersigned Executive agree as follows:
1. Defined Terms. Except as specifically provided herein, capitalized terms not defined herein shall have the meanings ascribed to them in the Executive Employment Agreement.
2. Amendment to Section 4 the Executive Employment Agreement. Effective as of the Effective Date, the Company and the Executive hereby completely amend and restate Section 4 of the Executive Employment Agreement so that it reads as follows:
| “4. | Term. The term of this Agreement shall commence on the date first above written and shall terminate at 11:59 p.m. on the earlier to occur of (i) July 29, 2022, (ii) the death or disability of the Executive, or (iii) the occurrence of any of the circumstances described in Section 5 hereof (the “Expiration Date”). In the event of death or disability, the Executive or the Executive’s estate, as applicable, shall receive payment of all unpaid or accrued salary, earned or accrued bonuses, and the vesting of the stock or other equity participation then held by the Executive, but pro-rated until the date of termination.” |
3. No Other Amendments. Nothing in this Amendment is intended to amend any language of the Executive Employment Agreement other than as specifically set forth above, and the remainder of the Executive Employment Agreement shall be unmodified and in full force and effect.
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iSpecimen Inc.
Page 1
Amendment to Christopher Ianelli Executive Employment Agreement, June 20, 2022
In Witness Whereof, the parties hereto have executed this Amendment to the Executive Employment Agreement as of the date and year first above written.
| Company: | |||
| iSpecimen Inc. | |||
| By: | /s/ Steven Gullans | ||
| Name: | Steven Gullans | ||
| Title: | Board Director Chair, Compensation Committee | ||
| Executive: | |
| /s/ Christopher Ianelli | |
| Christopher Ianelli, MD, PhD |
iSpecimen Inc.
Page 2
Amendment to Christopher Ianelli Executive Employment Agreement, June 2022
Exhibit 10.2
iSpecimen Inc.
first amendment to executive employment agreement
This First Amendment to Executive Employment Agreement (this “Amendment”) is made and entered into and effective as of June 20, 2022 (the “Effective Date”), by and between iSpecimen Inc., a Delaware corporation located at 450 Bedford St, Lexington, MA 02420 (the “Company”), and Jill Mullan (the “Executive”).
WHEREAS, the Company and the Executive have entered into an Executive Employment Agreement dated June 21, 2021 (the “Executive Employment Agreement”); and
WHEREAS, the Company and the Executive wish to amend the Agreement to extend the Expiration Date set forth in Section 4 of the Executive Employment Agreement so that there is sufficient time for the Company’s board of directors and the Executive to complete the performance review described in Section 3 of the Executive Employment Agreement for the purpose of determining the Executive’s compensation and performance goals for the annual period through June 21, 2023; and
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, and for other good and valuable consideration, the receipt of and sufficiency of which are hereby acknowledged, the Company and the undersigned Executive agree as follows:
1. Defined Terms. Except as specifically provided herein, capitalized terms not defined herein shall have the meanings ascribed to them in the Executive Employment Agreement.
2. Amendment to Section 4 the Executive Employment Agreement. Effective as of the Effective Date, the Company and the Executive hereby completely amend and restate Section 4 of the Executive Employment Agreement so that it reads as follows:
| “4. | Term. The term of this Agreement shall commence on the date first above written and shall terminate at 11:59 p.m. on the earlier to occur of (i) July 29, 2022, (ii) the death or disability of the Executive, or (iii) the occurrence of any of the circumstances described in Section 5 hereof (the “Expiration Date”). In the event of death or disability, the Executive or the Executive’s estate, as applicable, shall receive payment of all unpaid or accrued salary, earned or accrued bonuses, and the vesting of the stock or other equity participation then held by the Executive, but pro-rated until the date of termination.” |
3. No Other Amendments. Nothing in this Amendment is intended to amend any language of the Executive Employment Agreement other than as specifically set forth above, and the remainder of the Executive Employment Agreement shall be unmodified and in full force and effect.
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iSpecimen Inc. Page 1 Amendment to Jill Mullan Executive Employment Agreement, June 20, 2022 |
In Witness Whereof, the parties hereto have executed this Amendment to the Executive Employment Agreement as of the date and year first above written.
| Company: | |||
| iSpecimen Inc. | |||
| By: | /s/ Christopher Ianelli | ||
| Name: | Christopher Ianelli | ||
| Title: | Chief Executive Officer and President | ||
| Executive: | |
| /s/ Jill Mullan | |
| Jill Mullan |
iSpecimen Inc. Page 2 Amendment to Jill Mullan Executive Employment Agreement, June 2022 |
Exhibit 10.3
iSpecimen Inc.
first amendment to executive employment agreement
This First Amendment to Executive Employment Agreement (this “Amendment”) is made and entered into and effective as of June 20, 2022 (the “Effective Date”), by and between iSpecimen Inc., a Delaware corporation located at 450 Bedford St, Lexington, MA 02420 (the “Company”), and Tracy Curley (the “Executive”).
WHEREAS, the Company and the Executive have entered into an Executive Employment Agreement dated June 21, 2021 (the “Executive Employment Agreement”); and
WHEREAS, the Company and the Executive wish to amend the Agreement to extend the Expiration Date set forth in Section 4 of the Executive Employment Agreement so that there is sufficient time for the Company’s board of directors and the Executive to complete the performance review described in Section 3 of the Executive Employment Agreement for the purpose of determining the Executive’s compensation and performance goals for the annual period through June 21, 2023; and
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, and for other good and valuable consideration, the receipt of and sufficiency of which are hereby acknowledged, the Company and the undersigned Executive agree as follows:
1. Defined Terms. Except as specifically provided herein, capitalized terms not defined herein shall have the meanings ascribed to them in the Executive Employment Agreement.
2. Amendment to Section 4 the Executive Employment Agreement. Effective as of the Effective Date, the Company and the Executive hereby completely amend and restate Section 4 of the Executive Employment Agreement so that it reads as follows:
| “4. | Term. The term of this Agreement shall commence on the date first above written and shall terminate at 11:59 p.m. on the earlier to occur of (i) July 29, 2022, (ii) the death or disability of the Executive, or (iii) the occurrence of any of the circumstances described in Section 5 hereof (the “Expiration Date”). In the event of death or disability, the Executive or the Executive’s estate, as applicable, shall receive payment of all unpaid or accrued salary, earned or accrued bonuses, and the vesting of the stock or other equity participation then held by the Executive, but pro-rated until the date of termination.” |
3. No Other Amendments. Nothing in this Amendment is intended to amend any language of the Executive Employment Agreement other than as specifically set forth above, and the remainder of the Executive Employment Agreement shall be unmodified and in full force and effect.
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iSpecimen Inc. Page 1 Amendment to Tracy Curley Executive Employment Agreement, June 20, 2022 |
In Witness Whereof, the parties hereto have executed this Amendment to the Executive Employment Agreement as of the date and year first above written.
| Company: | |||
| iSpecimen Inc. | |||
| By: | /s/ Christopher Ianelli | ||
| Name: | Christopher Ianelli | ||
| Title: | Chief Executive Officer and President | ||
| Executive: | |
| /s/ Tracy Curley | |
| Tracy Curley |
iSpecimen Inc. Page 2 Amendment to Tracy Curley Executive Employment Agreement, June 2022 |
Exhibit 10.4
iSpecimen Inc.
first amendment to executive employment agreement
This First Amendment to Executive Employment Agreement (this “Amendment”) is made and entered into and effective as of June 20, 2022 (the “Effective Date”), by and between iSpecimen Inc., a Delaware corporation located at 450 Bedford St, Lexington, MA 02420 (the “Company”), and Benjamin Bielak (the “Executive”).
WHEREAS, the Company and the Executive have entered into an Executive Employment Agreement dated June 21, 2021 (the “Executive Employment Agreement”); and
WHEREAS, the Company and the Executive wish to amend the Agreement to extend the Expiration Date set forth in Section 4 of the Executive Employment Agreement so that there is sufficient time for the Company’s board of directors and the Executive to complete the performance review described in Section 3 of the Executive Employment Agreement for the purpose of determining the Executive’s compensation and performance goals for the annual period through June 21, 2023; and
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, and for other good and valuable consideration, the receipt of and sufficiency of which are hereby acknowledged, the Company and the undersigned Executive agree as follows:
1. Defined Terms. Except as specifically provided herein, capitalized terms not defined herein shall have the meanings ascribed to them in the Executive Employment Agreement.
2. Amendment to Section 4 the Executive Employment Agreement. Effective as of the Effective Date, the Company and the Executive hereby completely amend and restate Section 4 of the Executive Employment Agreement so that it reads as follows:
“4. Term. The term of this Agreement shall commence on the date first above written and shall terminate at 11:59 p.m. on the earlier to occur of (i) July 29, 2022, (ii) the death or disability of the Executive, or (iii) the occurrence of any of the circumstances described in Section 5 hereof (the “Expiration Date”). In the event of death or disability, the Executive or the Executive’s estate, as applicable, shall receive payment of all unpaid or accrued salary, earned or accrued bonuses, and the vesting of the stock or other equity participation then held by the Executive, but pro-rated until the date of termination.”
3. No Other Amendments. Nothing in this Amendment is intended to amend any language of the Executive Employment Agreement other than as specifically set forth above, and the remainder of the Executive Employment Agreement shall be unmodified and in full force and effect.
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iSpecimen Inc.
Page 1
Amendment to Benjamin Bielak Executive Employment Agreement, June 20, 2022
In Witness Whereof, the parties hereto have executed this Amendment to the Executive Employment Agreement as of the date and year first above written.
| Company: | |||
|
iSpecimen Inc. |
|||
| By: | /s/ Christopher Ianelli | ||
| Name: | Christopher Ianelli | ||
| Title: | Chief Executive Officer and President | ||
Executive:
| /s/ Benjamin Bielak | |
| Benjamin Bielak |
iSpecimen Inc.
Page 2
Amendment to Benjamin Bielak Executive Employment Agreement, June 2022