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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): December 9, 2024
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.) |
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 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 December 9, 2024, iSpecimen Inc. (the “Company”)
entered into an Independent Contractor Agreement (the “Agreement”) with Mr. Robert Bradley Lim, pursuant to which Mr. Lim,
through his personal corporation, 1513932 B.C. Ltd., a company incorporated under the laws of the Province of British Columbia, Canada,
will serve as the Company’s Chief Executive Officer (the “CEO”) and a member of the Board of Directors (the “Board”).
Under the Agreement, Mr. Lim will provide strategic
leadership, oversight, and advisory services to the Company, achieve key milestones, and perform other responsibilities consistent with
his position as CEO.
Mr. Lim brings extensive experience in the pharmaceutical
and biotechnology industries. His expertise and legal background position him to lead the Company in achieving its strategic objectives.
There are no familial relationships between Mr.
Lim and any director or executive officer of the Company, and Mr. Lim has not been involved in any legal proceedings required to be disclosed
under Item 401(f) of Regulation S-K during the past ten years.
Under the terms of the Agreement, the Company
will pay 1513932 B.C. Ltd. an annual fee of $270,000, payable in equal monthly installments. A copy of the Agreement is attached as Exhibit
10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01 Other Events.
On December 12, 2024, the Company issued a press
release announcing the appointment of Mr. Lim as its CEO and as a member of its Board. A copy of the press release is furnished as Exhibit
99.1 to this Current Report on Form 8-K.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
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 12, 2024
iSPECIMEN INC. |
|
|
|
|
By: |
/s/ Robert Bradley Lim |
|
|
Name: |
Robert Bradley Lim |
|
|
Title: |
Chief Executive Officer |
|
Exhibit
10.1
INDEPENDENT
CONTRACTOR AGREEMENT
This
Independent Contractor Agreement (the “Agreement”) is made and entered into as of this December 9, 2024, by and between
iSpecimen Inc., a Delaware corporation, and Robert Bradley Lim (the “Contractor”) through his personal corporation,
1513932 B.C. Ltd., a company incorporated under the laws of the Province of British Columbia, Canada.
1. Engagement
and Scope of Services
| 1.1 | The
Company hereby retains Contractor as an independent contractor to provide strategic leadership,
oversight, and advisory services as Chief Executive Officer (the “CEO”)
of the Company. |
| 1.2 | Contractor’s
services shall include, but are not limited to: |
| a. | Providing
strategic advice and guidance to the Company’s executive team and Board of Directors. |
| b. | Overseeing
and advancing Company initiatives. |
| c. | Performing
other services as requested by the Board of Directors, which are consistent with the role
of CEO. |
2. Term
This
Agreement shall commence on December 9, 2024, and may be terminated by the Board of Directors of the Company at any time with or without
notice, and with or without cause.
3.
Compensation
| 3.1 | Annual
Fee: In consideration of the services provided, the Company shall pay Contractor $270,000
USD per annum, paid in equal monthly installments of $22,500 USD. Payments will be made no
later than the 10th day of each month. |
4.
Independent Contractor Relationship
| 4.1 | Contractor
is and shall remain an independent contractor. This Agreement does not create an employer-employee,
partnership, or joint venture relationship between the parties. |
| 4.2 | Contractor
shall not be eligible for any benefits the Company provides to its employees, including health
insurance, retirement plans, or paid leave. Contractor shall be solely responsible for all
federal, state, and local taxes on payments received. |
5. Availability
and Resources
| 5.1 | Contractor
agrees to be reasonably available during business hours to fulfill the services under this
Agreement. Contractor may perform services remotely or on-site as required and mutually agreed
upon. |
| 5.2 | Contractor
shall provide his own resources, equipment, and personnel necessary to fulfill his responsibilities
unless otherwise agreed in writing by the Company. |
6. Confidentiality
| 6.1 | Contractor
agrees to maintain the confidentiality of all non-public information regarding the Company,
its affiliates, and its business operations, except as required by law or permitted with
the Company’s prior written consent. |
| 6.2 | This
confidentiality obligation shall survive the termination of this Agreement and remain in
effect indefinitely. |
7. Governing
Law and Dispute Resolution
This
Agreement shall be governed by and construed in accordance with the laws of the State of Delaware excluding its conflict of law principles.
Any disputes arising from or relating to this Agreement shall first be submitted to binding arbitration under the rules of the American
Arbitration Association. Arbitration shall occur before a single arbitrator mutually selected by both parties. If arbitration does not
fully resolve the matter, the parties agree that the exclusive jurisdiction for any remaining disputes shall be the courts of the State
of Masachusetts.
8.
Severance
If
the Contractor is terminated by the Company without Cause, or in the event that the Contractor terminates this Agreement for Good Reason,
the Company agrees to provide the Contractor with severance payment equivalent of $67,500 USD.
9.
Entire Agreement
This
Agreement, along with any exhibits or addenda attached hereto, constitutes the entire agreement between the parties and supersedes all
prior agreements, understandings, and negotiations concerning the subject matter hereof.
10.
Amendments
Any
amendments to this Agreement shall be in writing and signed by both parties.
[Signature
page to follow]
IN WITNESS
WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
The Company: iSpecimen Inc. |
|
|
|
Per: |
/s/ Avtar Dhaliwal |
|
Name: Avtar Dhaliwal |
|
Title: Member of Board of Directors |
|
|
|
|
|
|
|
The Contractor: Robert Bradley Lim |
|
|
|
Per: |
/s/ Robert Bradley Lim |
|
Name: Robert Bradley Lim |
|
Title: Chief Executive Officer |
|
Exhibit
99.1
iSpecimen
Appoints Robert Lim as CEO and Director
WOBURN,
Mass., December 12, 2024 — iSpecimen Inc. (Nasdaq: ISPC) (“iSpecimen” or the “Company”), an
online global marketplace that connects scientists requiring biospecimens for medical research with a network of healthcare specimen
providers, announced today that it has appointed Robert Lim as CEO and director.
Mr.
Lim is the principal and co-founder of De Novo Law Corporation, a Vancouver-based law firm specializing in corporate/commercial law and
civil litigation. With a forward-thinking approach to legal practice, Mr. Lim established De Novo Law Corporation to deliver innovative,
client-focused solutions to a diverse range of businesses and individuals.
Before
founding De Novo Law Corporation, Mr. Lim was the principal of Robert Bradley Lim Law Corporation, a legal practice he founded and led
with a strong emphasis on providing personalized and strategic legal counsel. His journey into law was preceded by valuable experience
at a prominent real estate and business law firm, where he honed his skills as a legal assistant, articling student. These experiences
laid the groundwork for his deep understanding of complex legal and commercial matters.
Before
embarking on his legal career, Mr. Lim brought a unique perspective to the profession through his background in marketing. He served
as a marketing coordinator for NEXT Environmental, an environmental consulting firm, where he developed key skills in communication and
strategic planning. He later founded a successful digital marketing agency, providing tailored marketing solutions to clients across
British Columbia.
Drawing
from his diverse professional background, Mr. Lim is committed to helping businesses thrive, as exemplified by his philosophy: "At
the heart of any successful business is the ability to adapt, grow, and improve profitability. I’m passionate about working alongside
organizations like iSpecimen to identify untapped opportunities, streamline operations, and ultimately enhance profit margins while driving
sustainable growth.”
Mr.
Lim’s multifaceted expertise in law and marketing enables him to approach legal challenges with creativity and a keen sense of
strategy, making him a trusted advisor to his clients.
About
iSpecimen
iSpecimen
(Nasdaq: ISPC) offers an online marketplace for human biospecimens, connecting scientists in commercial and non-profit organizations
with healthcare providers that have access to patients and specimens needed for medical discovery. Proprietary, cloud-based technology
enables scientists to intuitively search for specimens and patients across a federated partner network of hospitals, labs, biobanks,
blood centers and other healthcare organizations. For more information, please visit www.ispecimen.com.
Forward
Looking Statements
This press
release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are characterized by future or conditional verbs
such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,”
“estimate” and “continue” or similar words. You should read statements that contain these words carefully because
they discuss future expectations and plans, which contain projections of future results of operations or financial condition or state
other forward-looking information. Forward-looking statements are predictions, projections and other statements about future events that
are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause
actual future events to differ materially from the forward-looking statements in this press release, including but not limited to the
risk factors contained in the Company’s filings with the SEC, which are available for review at www.sec.gov. Forward-looking statements
speak only as of the date they are made. New risks and uncertainties arise over time, and it is not possible for the Company to predict
those events or how they may affect the Company. If a change to the events and circumstances reflected in the Company’s forward-looking
statements occurs, the Company’s business, financial condition and operating results may vary materially from those expressed in
the Company’s forward-looking statements. Readers are cautioned not to put undue reliance on forward-looking statements, and the
Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information,
future events or otherwise.
For further
information, please contact:
Investor
Contacts
info@ispecimen.com
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