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 13, 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: [phone]

 

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 ☒

 

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 13, 2024, the Board of Directors (the “Board”) of iSpecimen Inc. (the “Company”) appointed Mr. Yuying Liang, CPA as Chief Financial Officer (“CFO”) of the Company, effective immediately. The appointment is made pursuant to the terms of an engagement letter dated December 13, 2024, between the Company and Yuying Liang Professional Corp., a Canadian corporation wholly owned and controlled by Mr. Liang. Under the terms of the engagement, Yuying Liang Professional Corp. will provide ongoing bookkeeping, accounting, financial reporting, and CFO services to the Company.

 

The engagement provides for a monthly fee of $25,000 USD, plus applicable taxes and certain expenses. The engagement may be terminated by either party with 60 days’ written notice. The agreement also includes customary terms, such as limitations of liability and provisions for disbursements.

 

The foregoing description of the engagement letter does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Mr. Liang is a certified public accountant with significant experience in corporate accounting, financial reporting, and CFO services. Mr. Liang has worked extensively with public and private companies across multiple sectors, providing financial leadership and strategic guidance.

 

There are no family relationships between Mr. Liang and any of the Company’s directors or executive officers. Additionally, there are no related party transactions requiring disclosure under Item 404(a) of Regulation S-K.

 

Item 8.01 Other Events.

 

On December 20, 2024, the Company issued a press release announcing its strategic initiatives for 2025, including its expanded focus on procuring high-demand cancer biospecimens to enhance its support for cancer research. 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		Engagement Letter between iSpecimen Inc. and Yuying Liang Professional Corp., dated December 13, 2024.
99.1		Press Release dated December 20, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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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 20, 2024

 

iSPECIMEN INC.
By:	/s/ Robert Bradley Lim
	Name:	Robert Bradley Lim
	Title:	Chief Executive Officer

 

 

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Exhibit 10.1

 

 

 

YUYING LIANG PROFESSIONAL CORP.

Vancouver, British Columbia

Canada

Telephone [phone]

 

Private and Confidential

 

December 13, 2024

 

Ms. Katharyn Field

Director

iSpecimen Inc.

8 Cabot Road, Suite 1800
Woburn, MA 01801

United States

 

Dear Board of Directors:

 

We appreciate the opportunity to provide accounting services to iSpecimen Inc. the (“Company”) in connection with the bookkeeping, accounting, financial reporting, and provision for a CFO. This engagement letter sets forth our mutual understanding of the nature and scope of the services to be performed, the fees we will charge for the services, and outlines the responsibilities of Yuying Liang Professional Corp., a Canadian Corporation (“Yuying Liang”) and the Company.

 

Scope of Services

 

Yuying Liang will perform ongoing bookkeeping, accounting, financial reporting, and if required the provision for a CFO. Yuying Liang will perform such accounting functions as required to maintain the Company’s accounting records in a proper manner.

 

Timing of Engagement

 

We will endeavour to prepare and complete the accounting services and corporate services in a timely manner with assistance from the Company. As such our relevant experience and advance preparation are major factors to the success of this engagement. The engagement will remain in effect from year to year unless amended in writing by both parties or terminated by 60 days written notice from either party. We will endeavour to start the engagement December 13^th, 2024.

 

Responsibilities of the Company

 

A fundamental term of this engagement is that you will provide us with all relevant information on a timely basis. In addition, you will provide any reasonable assistance that may be required to perform the engagement.

 

You will provide us with accurate and complete information necessary to compile the necessary accounting information. The sole responsibility for the accuracy and completeness of the representations in the financial information remains with you. All financial and relevant information of the company will be disclosed to us.

 

Yuying Liang is not responsible for any penalties assessed against you or failure to comply with statutory filing deadlines as the result of your failure to provide us with all the information relevant to the issues under consideration. Furthermore, you agree to reimburse Yuying Liang for any penalties assessed against Yuying Liang as the result of your failure to provide such information.

 

 

 

 

Fees, Billing and Payment Terms

 

Our monthly fee for the accounting and corporate services related to the Company as described above is:

 

●

$25,000.00 USD/ month plus applicable taxes via cash payments

 

Should any circumstances cause fees to exceed the proposed amount we will inform you in advance to obtain your approval of such additional fees. If such approval is not obtained, you will not be billed outside the proposed amount.

 

Our fees do not include disbursements or GST. Except for any individually significant items such as fees paid to other advisors, travel, etc. disbursements will be billed to you on the basis of 2% of the professional fees billed and include courier, copy costs, and travel. We will advise you on a timely basis should any circumstances arise which cause actual fees to exceed the amount estimated, if any.

 

Our accounts are due when rendered and interest will be charged at 2% per month on overdue balances.

 

Change of Control

 

If there should be a Change of Control Yuying Liang may terminate its obligations under this engagement within 90 days following the Change of Control by giving 30 days-notice in writing to the Company.

 

For the purposes of this engagement, a “Change of Control” shall be deemed to have occurred when: a person becomes a “control person” (as defined in the Securities Act); a majority of the directors are not individuals nominated by the Company’s then incumbent Board of Directors; or any person or group of persons acquires the ability, directly or indirectly to direct the management and policies of the Company through: the legal or beneficial ownership of voting securities; the right to appoint managers, directors or corporate management; contract; operating agreement; voting trust.

 

Further Limitation of Liability

 

You agree that any and all claims you may have against our firm or its professional staff arising out of all services provided to you by us, whether in contract, negligence, or otherwise known to law, shall be regarded as one claim and any liability to you shall be limited to the amount of the monthly engagement fee.

 

You expressly agree that you will not bring any proceedings in any court of any jurisdiction advancing any claim against our professional staff and employees.

 

You expressly agree that any liability our firm may have to you shall not be joint and several with any other party, but shall be several, and limited to the percentage or degree of our fault in proportion to the fault or wrongdoing of all persons who contributed to the loss.

 

You expressly agree that any and all claims, whether in contract, negligence, or otherwise known to law arising out of our professional services under this engagement vest exclusively in iSpecimen Inc. and you agree to wholly indemnify and hold harmless our firm and its professional staff from any and all claims that may be brought against our firm or its professionals by any shareholder, director or officer of iSpecimen Inc. in any way arising out of or connected to our services provided to you.

 

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You agree that our liability for all claims you may have or bring in connection with the professional services rendered arising out of or ancillary to this agreement shall absolutely cease to exist from the date of:

 

(a) performance of this engagement;

(b) suspension or abandonment of this engagement; or

(c) termination of our services pursuant to this agreement,

 

whichever shall occur first, regardless of whether you were aware of the potential for making a claim against us within that period. Following the expiration of the aforesaid period, you agree that neither you, your agents or assigns shall make any claim or bring any proceeding against us.

 

We look forward to working with you and your staff during this engagement. If this engagement letter is in accordance with your understanding of our engagement, please have the enclosed copy of this letter signed by an authorized officer and return it to us. Please retain the original for your files.

 

If you have any questions or comments regarding the terms of this engagement letter, please contact the undersigned at [phone].

 

Yours truly,
/s/ Yuying Liang
Yuying Liang, CPA

 

Accepted for:

 

iSpecimen Inc.

 

By:	/s/ Robert Lim
	Signature
	Robert Lim, CEO and Director
	Print name
Date:	Dec 13, 2024

 

 

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Exhibit 99.1

 

iSpecimen will serve as a Preferred Provider of Cancer Biospecimens

 

Woburn, MA, Dec. 20, 2024 (GLOBE NEWSWIRE) -- iSpecimen Inc. (Nasdaq: ISPC), a leading online marketplace for human biospecimens, today announced its strategic initiatives for 2025, expanding services to procure high demand cancer biospecimens, enhancing its ability to support groundbreaking cancer research worldwide.

 

The demand for cancer tissue continues to grow as cancer remains a significant area of focus in medical research and investment. Market reports indicate that cancer accounts for a substantial growing percentage of biospecimen sales, highlighting the critical need for reliable access to high-quality specimens. iSpecimen is poised to address this need through expanded partnerships with access to genomic sequencing, and a data-driven approach.

 

To meet the growing demand, iSpecimen plans to pursue new partnerships with U.S.-based cancer centers. These collaborations will increase access to domestic cancer blood products, enabling researchers to obtain the specimens they need more efficiently. This initiative aligns with the company’s broader strategic focus under the leadership of its new CEO, with a targeted launch in 2025.

 

In addition, iSpecimen aims to establish a referral program with an international genomic sequencing partner. Under this collaboration, iSpecimen will serve as a preferred provider of cancer biospecimens, while referring genomic sequencing requests to the partner organization. This partnership underscores iSpecimen’s commitment to providing integrated solutions for its customers’ cancer research needs.

 

For prospective collections, iSpecimen’s data-driven approach to documenting its suppliers capabilities and pricing offers customers rapid and competitive quotes. The company will also expand its portfolio with new remnant biofluid cancer offerings, sourced from recently partnered sites capable of providing cost-effective samples with diagnostic codes for target discovery and validation.

 

Robert Lim
CEO
Contact: Investor Relations
[e-mail]

 

About iSpecimen

 

iSpecimen Inc. (Nasdaq: ISPC) offers an innovative marketplace platform that connects life science researchers with healthcare providers to access high-quality biospecimens. Through its proprietary technology and extensive network, iSpecimen streamlines the procurement process, accelerating medical discoveries and advancing global healthcare. For more information, visit www.ispecimen.com.

 

Forward-Looking Statements

 

This press release contains forward-looking statements, including those regarding the company’s strategic plans and market opportunities. These statements are subject to risks and uncertainties that may cause actual results to differ materially from those expressed or implied. For a discussion of these risks, please refer to iSpecimen’s filings with the Securities and Exchange Commission.

 

Cover	Dec. 13, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 13, 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

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