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): May 24, 2023
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 May 24, 2023, at the annual meeting of stockholders (the “Annual Meeting”) of iSpecimen Inc. (the “Company”), the Company’s stockholders approved amendments (the “2021 Plan Amendments”) to the iSpecimen Inc. Second Amended and Restated 2021 Stock Incentive Plan (the “Second A&R 2021 Plan”) to (i) remove the automatic annual increase in the number of shares of common stock reserved for issuance under the Second A&R 2021 Plan on each anniversary date of the Second A&R 2021 Plan, in the event that 5% of the number of shares of common stock issued and outstanding on that date is more than the number of shares of common stock then currently reserved for issuance under the Second A&R 2021 Plan, (ii) to provide for the recoupment or clawback of awards granted under the Second A&R 2021 Plan and (iii) to increase the number of shares of common stock reserved for issuance with respect to awards granted under the Second A&R 2021 Plan from 608,000 shares of common stock to 1,869,500 shares of common stock.
The 2021 Plan Amendments previously had been approved, subject to stockholder approval, by the Board of Directors of the Company. The 2021 Plan Amendments became effective immediately upon stockholder approval at the Annual Meeting.
More detailed summaries of the material features of the 2021 Plan Amendments are set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 10, 2023 (the “Proxy Statement”). Those summaries and the foregoing descriptions are qualified in their entirety by reference to the full text of the 2021 Plan Amendments, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
At the Annual Meeting, of the Company’s 8,814,658 shares of common stock issued and outstanding and eligible to vote as of the record date of March 27, 2023, a quorum of 6,519,743 shares, or approximately 74% of the eligible shares were present or represented by proxy. Each of the matters set forth below is described in detail in the Proxy Statement filed with the Securities and Exchange Commission on April 10, 2023. The following actions were taken at the Annual Meeting:
Proposal No. 1: Election of Three Class II Directors
The first proposal was the election of three (3) Class II directors each to serve for a three-year term that expires at the 2026 annual meeting of stockholders, or until the election and qualification of their respective successors in office, subject to their earlier death, resignation, or removal. The vote on the proposal was as follows:
| Name of Nominee | | FOR | | | WITHHELD | | | BROKER
NON-VOTE | |
| John L. Brooks III | | | 3,900,970 | | | | 704,582 | | | | 1,914,191 | |
| Tracy Curley | | | 4,056,320 | | | | 549,232 | | | | 1,914,191 | |
| Theresa L. Mock | | | 4,412,763 | | | | 192,789 | | | | 1,914,191 | |
Each nominee was elected.
Proposal No. 2: Approval of Amendments to The Amended and Restated 2021 Stock Incentive Plan
The second proposal was the approval of amendments to the Second A&R 2021 Plan to (i) remove the automatic annual increase in the number of shares of common stock reserved for issuance under the Second A&R 2021 Plan on each anniversary date of the Second A&R 2021 Plan, in the event that 5% of the number of shares of common stock issued and outstanding on that date is more than the number of shares of common stock then currently reserved for issuance under the Second A&R 2021 Plan and (ii) to provide for the recoupment or clawback of awards granted under the Second A&R 2021 Plan. The vote on the proposal was as follows:
| FOR | | | AGAINST | | | ABSTAIN | | | BROKER NON-VOTE | |
| | 3,290,000 | | | | 1,303,726 | | | | 11,826 | | | | 1,914,191 | |
Proposal No. 2 was approved by a majority of the votes cast.
Proposal No. 3: Approval of an Amendment to The Amended and Restated 2021 Stock Incentive Plan
The third proposal was the approval of an amendment to the Second A&R 2021 Plan to increase the number of shares of common stock reserved for issuance with respect to awards granted under the Second A&R 2021 Plan from 608,000 shares of common stock to 1,869,500 shares of common stock. The vote on the proposal was as follows:
| FOR | | | AGAINST | | | ABSTAIN | | | BROKER NON-VOTE | |
| | 2,860,260 | | | | 1,700,158 | | | | 45,134 | | | | 1,914,191 | |
Proposal No. 3 was approved by a majority of the votes cast.
Proposal No. 4: Approval of an Amendment to The Fourth Amended and Restated Certificate of Incorporation
The fourth proposal was the approval of an amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation to permit removal of directors by stockholders, without cause. The vote on the proposal was as follows:
| FOR | | | AGAINST | | | ABSTAIN | | | BROKER NON-VOTE | |
| | 3,804,890 | | | | 798,466 | | | | 2,196 | | | | 1,914,191 | |
Proposal No. 4 was not approved, because votes in favor of this proposal did not represent a majority of the voting shares entitled to vote thereon, as required.
Proposal No. 5: Ratification of Appointment of Independent Registered Public Accounting Firm
The fifth proposal was the ratification of the appointment of Wolf & Company, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2023. The vote on the proposal was as follows:
| FOR | | | AGAINST | | | ABSTAIN | |
| | 6,421,007 | | | | 21,967 | | | | 76,769 | |
Proposal No. 5 was approved by a majority of the votes cast.
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: May 25, 2023
| | iSPECIMEN INC. |
| | | |
| | By: | /s/ Tracy Curley |
| | | Name: Tracy Curley |
| | | Title: Chief Executive Officer |
