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iSpecimen Inc

For the period ended Sep 30, 2024. Filed Nov 7, 2024.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2024 · Filed Nov 7, 2024

ISPC$0.79-3.0%Stored close · as of Nov 9, 2026

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ITEM 5. Other Information

Board Committees

On July 25, 2024, Andrew L. Ross resigned as a director of the Company.

Pursuant to the Purchase Agreement, among other things, as a condition to Closing, three of the five directors serving on the board of directors of the Company (the “Board”) resigned from the Board and were replaced by three new directors designated by the Lender, which became effective immediately upon Closing on September 25, 2024. The Company received letters of resignation from each of Steven Gullans and Theresa Mock, each as a member of the Board, and from Elizabeth A. Graham, as a member and the chairperson of the Board, effective upon Closing.

Effective upon Closing on September 25, 2024, Richard Paolone, Avtar Dhaliwal and Katharyn (Katie) Field were each appointed to serve on the Board with Ms. Field appointed as the chairperson of the Board.

Also, effective upon Closing, each of Mr. Paolone and Ms. Field was appointed as a member of the Audit Committee of the Board, each of Mr. Paolone and Mr. Dhaliwal was appointed as a member of the Compensation Committee of the Board (the “Compensation Committee”), with Mr. Paolone appointed as Chair of the Compensation Committee, and each of Mr. Dhaliwal and Ms. Field was appointed as a member of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), with Mr. Dhaliwal appointed as Chair of the Nominating Committee.

The table below shows the approved composition of each standing committee of the Board of Directors:

CommitteeChairMembers
Audit CommitteeJohn L. Brooks IIIJohn L. Brooks III, Katharyn Field and Richard Paolone
Compensation CommitteeRichard PaoloneRichard Paolone, Avtar Dhaliwal and John L. Brooks III
Nominating and Corporate Governance CommitteeAvtar DhaliwalAvtar Dhaliwal and Katharyn Field

Trading Arrangements

During the quarterly period ended September 30, 2024, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule 10 b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.