UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 18, 2025, Richard J. Paolone and John L. Brooks III each resigned from the Board of Directors (the “Board”) of iSpecimen Inc. (the “Company”), effective immediately. Mr. Paolone had served on the Board since September 2024 and as Chairman since February 2025. Mr. Brooks had served on the Board since June 2021.
To the Company’s knowledge, neither resignation involved a disagreement with the Company, its management, or the Board on any matter relating to the Company’s operations, policies, or practices within the meaning of Item 5.02(a) of Form 8-K. The Company is grateful to Mr. Paolone and Mr. Brooks for their dedication and service and wishes them continued success in their future endeavors.
On June 20, 2025, the Board appointed Mr. Anthony Lau as a member of the Board, effective immediately, to fill one of the resulting vacancies. In connection with his appointment, Mr. Lau was also appointed to serve on the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee of the Board.
Mr. Lau has served as the Chief Executive Officer, Chief Financial Officer and a director of Remington Resources, Inc., a publicly traded Canadian company listed on the Canadian Securities Exchange (CSE), since 2021. He brings executive leadership experience in corporate governance, public company compliance, and financial reporting oversight. Since 2014, Mr. Lau has also held engineering roles in the oil and gas industry, where he led infrastructure projects across British Columbia. The Board believes Mr. Lau’s background and expertise will be a valuable addition to the Company’s governance and oversight.
There are no arrangements or understandings between Mr. Lau and any other person pursuant to which he was selected as a director. Mr. Lau has no family relationships with any director or executive officer of the Company, and there are no transactions in which Mr. Lau has an interest requiring disclosure under Item 404(a) of Regulation S-K.
As a result of these changes, the Audit Committee is now composed of Mr. Lau, Mr. Dhaliwal, and Ms. Yang, with Mr. Lau serving as Chair. Mr. Brooks previously served as Chair of the Audit Committee. The Compensation Committee is now composed of Mr. Lau, Ms. Yang and Mr. Dhaliwal, with Ms. Yang serving as Chair. Mr. Paolone previously served as Chair of the Compensation Committee. The Nominating and Corporate Governance Committee is now composed of Mr. Dhaliwal, Ms. Yang, and Mr. Lau, with Mr. Dhaliwal serving as Chair. The Board has determined that Mr. Dhaliwal, Mr. Lau and Ms. Yang continue to qualify as independent directors. The Board is continuing to evaluate the composition of its committees and broader director succession planning and will provide additional disclosures as appropriate.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |
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: June 24, 2025
iSPECIMEN INC. | |||
By: | /s/ ROBERT BRADLEY LIM | ||
Name: | Robert Bradley Lim | ||
Title: |
Chief Executive Officer |
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