Form 8-K - Current report

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

Exhibit No.		Description
10.1		Form of Independent Contractor Agreement, dated December 9, 2024, by and between iSpecimen Inc. and 1513932 B.C. Ltd., the personal corporation of Mr. Robert Bradley Lim.
99.1		Press Release dated December 12, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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:

Providing strategic advice and guidance to the Company’s executive team and Board of Directors.

Overseeing and advancing Company initiatives.

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

Cover	Dec. 09, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 09, 2024
Entity File Number	001-40501
Entity Registrant Name	iSpecimen Inc.
Entity Central Index Key	0001558569
Entity Tax Identification Number	27-0480143
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	8 Cabot Road, Suite 1800
Entity Address, City or Town	Woburn
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01801
City Area Code	781
Local Phone Number	301-6700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	ISPC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false