| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers. |
On May 25, 2022, at the annual meeting of stockholders
(the “Annual Meeting”) of iSpecimen Inc. (the “Company”), the Company’s stockholders approved the iSpecimen
Inc. Second Amended and Restated 2021 Stock Incentive Plan (the “Second A&R 2021 Plan”) to (i) set the maximum number
of shares of the Company’s common stock that may be awarded to participants under the 2021 Plan as incentive stock options at 608,000
shares of common stock, (ii) revise the language relating to annual increases in the number of shares reserved for issuances of awards
under the 2021 Plan so that it more clearly reflects the intent of such adjustment and (iii) make certain other non-material changes to
the 2021 Plan.
The Second A&R 2021 Plan previously had been
approved, subject to stockholder approval, by the Board of Directors of the Company. The Second A&R 2021 Plan became effective immediately
upon stockholder approval at the Annual Meeting.
More detailed summaries of the material features
of the Second A&R 2021 Plan are set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the
Securities and Exchange Commission on April 14, 2022 (the “Proxy Statement”). Those summaries and the foregoing descriptions
are qualified in their entirety by reference to the full text of the Second A&R 2021 Plan, 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
8,818,016 shares of common stock issued and outstanding and eligible to vote as of the record date of April 1, 2022, a quorum of 5,538,986
shares, or approximately 63% 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 14, 2022. The following actions were taken
at the Annual Meeting:
Proposal No. 1: Correction of A Defective Corporate
Act
The first proposal was the correction of a defective
corporate act, pursuant to §204 of the Delaware General Corporation Law, relating to the Company’s failure to obtain stockholder
approval for adoption of its Second Amended and Restated Bylaws creating a classified board of directors divided into three classes of
directors. The vote on the proposal was as follows:
| FOR | | |
AGAINST | | |
ABSTAIN | | |
BROKER NON-VOTE | |
| | 3,221,006 | | |
| 434,408 | | |
| 2,991 | | |
| 1,880,581 | |
Proposal No. 1 was approved.
Proposal No. 2: Election of Two Class I Directors (If Proposal No.
1 Is Approved by The Stockholders)
The second proposal was the election of two (2)
Class I directors each to serve for a three-year term that expires at the 2025 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 | |
| Andrew L. Ross | |
| 3,239,501 | | |
| 418,904 | | |
| 1,880,581 | |
| Steven Gullans | |
| 3,209,312 | | |
| 449,093 | | |
| 1,880,581 | |
Because Proposal No. 1 was approved, the results
for Proposal No. 2 were applicable. Each nominee was elected.
Proposal No. 3: Election of Seven Directors (If Proposal No. 1 Is
Not Approved by The Stockholders)
The third proposal was the election of seven (7)
directors to serve for a one-year term that expires at the 2023 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 | |
| Christopher Ianelli | |
| 3,367,912 | | |
| 290,493 | | |
| 1,880,581 | |
| Jill Mullan | |
| 3,377,266 | | |
| 281,139 | | |
| 1,880,581 | |
| Andrew L. Ross | |
| 3,374,274 | | |
| 284,131 | | |
| 1,880,581 | |
| George “Bud” Scholl | |
| 3,456,717 | | |
| 201,688 | | |
| 1,880,581 | |
| Steven Gullans | |
| 3,363,067 | | |
| 295,338 | | |
| 1,880,581 | |
| John L. Brooks III | |
| 3,383,078 | | |
| 275,327 | | |
| 1,880,581 | |
| Margaret H. Lawrence | |
| 3,398,296 | | |
| 260,109 | | |
| 1,880,581 | |
Because Proposal No. 1 was approved, the results
for Proposal No. 3 were not applicable.
Proposal No. 4: Approval of Amendments to The Amended and Restated
2021 Stock Incentive Plan
The fourth proposal was the approval of amendments
to the Company’s Amended and Restated 2021 Stock Incentive Plan (the “2021 Plan”) to (i) set the maximum number of shares
of the Company’s common stock that may be awarded to participants under the 2021 Plan as incentive stock options at 608,000 shares
of common stock, (ii) revise the language relating to annual increases in the number of shares reserved for issuances of awards under
the 2021 Plan so that it more clearly reflects the intent of such adjustment and (iii) make certain other non-material changes to the
2021 Plan. The vote on the proposal was as follows:
| FOR | | |
AGAINST | | |
ABSTAIN | | |
BROKER NON-VOTE | |
| | 3,476,976 | | |
| 134,284 | | |
| 47,145 | | |
| 1,880,581 | |
Proposal No. 4 was approved.
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, 2022. The vote on the proposal was as follows:
| FOR | | |
AGAINST | | |
ABSTAIN | |
| | 5,464,279 | | |
| 37,651 | | |
| 37,056 | |
Proposal No. 5 was approved.