iSpecimen Inc.
450 Bedford Street
Lexington, MA 02420

~~April 10, 2023~~ , 2024

Dear Fellow Stockholders:

On behalf of the board of directors (“Board of Directors”) of iSpecimen Inc., I cordially invite you to attend the ~~2023~~2024 annual meeting of stockholders (the “Annual Meeting”) of iSpecimen Inc., which will be held ~~on Wednesday, May 24, 2023, beginning~~virtually via the internet, commencing at 10:00 a.m. Eastern Time on May 22, 2024). In order to attend the meeting, you must log on to http://viewproxy.com/ISPC2024/ and enter the 16-digit control number included in our Notice of Internet Availability of Proxy Materials, on your proxy card or in the instructions that accompanied your proxy materials. The Annual Meeting will be held for the following purposes:

To elect two (2) Class III directors each to serve for a three-year term that expires at ~~Morse, Conference Room C, 500 Totten Pond Road, Waltham, MA 02451.~~the 2027 Annual Meeting of Stockholders, or until the election and qualification of their respective successors in office, subject to their earlier death, resignation or removal;

To approve an amendment to our Fourth Amended and Restated Certificate of Incorporation to effect a reverse stock split of our outstanding shares of common stock, par value $0.0001 per share, at a ratio, ranging from one-for-ten (1:10) to one-for-twenty (1:20), with the exact ratio to be set within that range at the discretion of our board of directors (“Board of Directors”) without further approval or authorization of our stockholders;

To ratify the appointment of Wolf & Company, P.C. as our independent registered public accounting firm for the year ending December 31, 2024; and

To transact such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof.

To all stockholders of record at the close of business on March 27, ~~2023,~~2024, attached to this letter are a Notice of Annual Meeting of Stockholders and the Proxy Statement, which describe the business to be conducted at the Annual Meeting.

Your vote is important to us. Please act as soon as possible to vote your shares. It is important that your shares be represented at the Annual Meeting, whether or not you plan to attend the Annual Meeting. Please vote by phone, electronically over the Internet or via mail by returning your signed proxy card in the envelope provided.

On behalf of the Board of Directors and management, it is my pleasure to express our appreciation for your continued support.

				Sincerely,
				Name: Tracy Curley Title: Chief Executive Officer

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iSpecimen Inc.
450 Bedford Street
Lexington, MA 02420

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY ~~24, 2023~~22, 2024

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Annual Meeting”) of iSpecimen Inc., a Delaware corporation (“we”, “us”, “our” or similar terminology), will be held on ~~Wednesday,~~ May ~~24, 2023,~~22, 2024, at 10:00 a.m. Eastern ~~Time at Morse, Conference Room C, 500 Totten Pond Road, Waltham, MA 02451.~~

Time. The Annual Meeting ~~is being held:~~will be held as a virtual meeting, for the following purposes:

To elect ~~three (3)~~two (2) Class IIIII directors each to serve for a three-year term that expires at the ~~2026~~2027 Annual Meeting of Stockholders, or until the election and qualification of their respective successors in office, subject to their earlier death, resignation or removal;

To approve amendments to (i) Section 5(b) of our Second Amended and Restated 2021 Stock Incentive Plan (the “2021 Plan”) to remove the automatic annual increase in the number of shares of common stock reserved for issuance under the 2021 Plan on each anniversary date of the 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 2021 Plan and (ii) Section 15 of the 2021 Plan adding a new paragraph (d) to provide for the recoupment or clawback of awards granted under the 2021 Plan;

To approve an amendment to Section 5(b) of the 2021 Plan to increase the number of shares of common stock reserved for issuance with respect to awards granted under the 2021 Plan from 608,000 shares of common stock to 1,869,500 shares of common stock;

~~To approve~~ an amendment to our Fourth Amended and Restated Certificate of Incorporation to ~~permit removal~~effect a reverse stock split of our outstanding shares of common stock, par value $0.0001 per share, at a ratio, ranging from one-for-ten (1:10) to one-for-twenty (1:20), with the exact ratio to be set within that range at the discretion of our board of directors ~~by stockholders,~~(“Board of Directors”) without ~~cause;~~further approval or authorization of our stockholders;

5.3.

To ratify the appointment of Wolf & Company, P.C. as our independent registered public accounting firm for the year ending December 31, ~~2023;~~2024; and

6.4.

To transact such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof.

These items of business for the Annual Meeting are described in the accompanying Proxy Statement that follows this notice. Holders of record of our common stock as of the close of business on March 27, ~~2023~~2024 are entitled to notice of and to vote at the Annual Meeting, or any continuation, postponement or adjournment thereof.

The Annual Meeting will be held as a virtual meeting via live webcast on the Internet on May 22, 2024, at 10:00 a.m. Eastern Time. Because the Annual Meeting is completely virtual and being conducted via the Internet, stockholders will not be able to attend the Annual Meeting in person. You will be able to attend the Annual Meeting, vote, and submit your questions on the day of the Annual Meeting via the Internet by visiting www.virtualshareholdermeeting.com/ISPC2024 and entering the 16-digit control number included on your proxy card. The unique control number allows us to identify you as a stockholder and will enable you to securely log on and vote during the Annual Meeting on the meeting website. Stockholders of record will not be able to ask questions online during the Annual Meeting. If you would like to submit a question prior to the Annual Meeting, please visit www.ProxyVote.com with your 16-digit control number and use the Questions for Management feature on the site.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on May ~~24, 2023:~~22, 2024: ~~This~~The accompanying Proxy Statement, along with our ~~Amendment No.1 to~~ Annual Report on Form ~~10-K/A~~10-K for the fiscal year ended December 31, ~~2022,~~2023 (the “2023 Annual Report”), are available at proxyvote.com.

We ~~have mailed~~will mail to our stockholders of record and beneficial owners a Notice of Internet Availability of Proxy Materials containing instructions on how to access the ~~attached proxy statement~~accompanying Proxy Statement and our ~~Amendment No.1 to 2022~~2023 Annual Report ~~on Form 10-K/A~~ via the Internet and how to vote online or by mail with a completed proxy card or by phone. The Notice of Internet Availability of Proxy Materials and the Proxy Statement also contain instructions on how

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iSpecimen Inc.
450 Bedford Street
Lexington, MA 02420

PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY ~~24, 2023~~22, 2024

This proxy statement (the “Proxy Statement”) and our ~~annual report, as amended,~~Annual Report on Form 10-K for the fiscal year ended December 31, ~~2022~~2023 (the ~~“Annual~~“2023 Annual Report”) and, together with the Proxy Statement, the “proxy materials”) are being furnished by and on behalf of the board of directors (the “Board” or the “Board of Directors”) of iSpecimen Inc. (the “Company,” “Corporation,” “iSpecimen,” “we,” “us,” or “our”), in connection with our ~~2023~~2024 annual meeting of stockholders (the “Annual Meeting”). This Notice of Annual Meeting and Proxy Statement are first being distributed or made available, as the case may be, on or about ~~April 10, 2023.~~, 2024.

NOTICE OF ELECTRONIC AVAILABILITY OF PROXY MATERIALS

On or about ~~April 10, 2023,~~, 2024, we will mail to our stockholders of record at the close of business on March 27, ~~2023~~2024 (“Record Date”) a Notice of Internet Availability of Proxy ~~Statement~~Materials (“Notice”) containing instructions on how to access proxy materials via the Internet and how to vote online. The proxy materials are available at proxyvote.com. As a result, you will not receive paper copies of the proxy materials unless you request one. All stockholders are able to access the proxy materials on the website referred to in the Notice and in this Proxy Statement and to request to receive a set of the proxy materials by mail or electronically, in either case, free of charge. If you would like to receive a paper or electronic copy of our proxy materials, you should follow the instructions for requesting such materials in this Proxy Statement.

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

QUESTIONS AND ANSWERS

~~When~~Why am I receiving these proxy materials?

You are receiving this Proxy Statement and ~~where~~proxy card from the Company because, at the close of business on March 27, 2024, the Record Date, you were a holder of record of shares of common stock of the Company. This Proxy Statement describes the matters that will be presented for your consideration at the Annual ~~Meeting be held?~~

~~The Annual Meeting will be held on Wednesday, May 24, 2023 at 10:00 a.m. Eastern Time, at Morse, Conference Room C, 500 Totten Pond Road, Waltham, MA 02451.~~Meeting. It also gives you information concerning the matters to assist you in making an informed decision.

What is the purpose of the Annual Meeting?

The purpose of the Annual Meeting is to vote on the following items described in this Proxy Statement:

•

Proposal No. 1: To elect ~~three (3)~~two (2) Class IIIII directors each to serve for a three-year term that expires at the ~~2026~~2027 Annual Meeting of Stockholders, or until the election and qualification of their respective successors in office, subject to their earlier death, resignation or removal. This proposal is referred to as the “Director Election Proposal.”

•

Proposal No. 2: To approve ~~amendments~~an amendment to ~~(i) Section 5(b) of~~ our ~~Second~~Fourth Amended and Restated ~~2021 Stock Incentive Plan (the “2021 Plan”)~~Certificate of Incorporation to ~~remove the automatic annual increase in the number~~effect a reverse stock split of our outstanding shares of common stock, ~~reserved for issuance under~~par value $0.0001 per share, at a ratio, ranging from one-for-ten (1:10) to one-for-twenty (1:20) (the “Reverse Split”), with the ~~2021 Plan on each anniversary date~~exact ratio to be set within that range at the discretion of our Board of Directors without further approval or authorization of our stockholders. This proposal is referred to as the 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 2021 Plan and (ii) Section 15 of the 2021 Plan adding a new paragraph (d) to provide for the recoupment or clawback of awards granted under the 2021 Plan.

•

Proposal No. 3: To approve an amendment to Section 5(b) of the 2021 Plan to increase the number of shares of common stock reserved for issuance with respect to awards granted under the 2021 Plan from 608,000 shares of common stock to 1,869,500 shares of common stock.“Reverse Stock Split Proposal.”

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Proposal No. ~~4: To approve an amendment to our Fourth Amended and Restated Certificate of Incorporation to permit removal of directors by stockholders, without cause.~~

•

~~Proposal No. 5:~~3: To ratify the appointment of Wolf & Company, P.C. as our independent registered public accounting firm for the year ending December 31, ~~2023.~~2024. This proposal is referred to as the “Auditor Ratification Proposal.”

•

Proposal No. 4: To transact such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof. This proposal is referred to as the “Adjournment Proposal.”

In addition, at their discretion, the proxies if designated as such are authorized to vote upon such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof.

Are there any matters to be voted on at the Annual Meeting that are not included in this Proxy Statement?

At the date this Proxy Statement went to press, we did not know of any matters to be properly presented at the Annual Meeting other than those referred to in this Proxy Statement. If other matters are properly presented at the Annual Meeting or any adjournment or postponement thereof for consideration, and you are a stockholder of record and have submitted a proxy card, the persons named in your proxy card will have the discretion to vote on those matters for you.

What does it mean if I receive more than one set of proxy materials?

It means that your shares are held in more than one account at the transfer agent and/or with banks or brokers. Please vote all of your shares. To ensure that all of your shares are voted, for each set of proxy materials, please submit your proxy via the Internet, or by signing, dating and returning the enclosed proxy card in the enclosed envelope or via email.

Who is entitled to vote at the Annual Meeting?

Holders of record of shares of our common stock as of the close of business on the Record Date will be entitled to notice of and to vote at the Annual Meeting and any continuation, postponement or adjournment thereof. At the close of business on the Record Date, there were ~~9,016,558~~9,374,686 shares of our common stock issued and outstanding and entitled to vote. Each share of our common stock is entitled to one vote on any matter presented to stockholders at the Annual Meeting.

What is the difference between being a “record holder” and holding shares in “street name”?

A record holder (also called a “registered holder”) holds shares in his or her name. Shares held in “street name” means that shares are held in the name of a bank, broker or other nominee on the holder’s behalf.

What do I do if my shares are held in “street name”?

If your shares are held in a brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of shares held in “street name.” The proxy materials have been forwarded to you by your broker, bank or other nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by following their instructions for voting. Please refer to information from your bank, broker or other nominee on how to submit your voting instructions.

How many shares must be present to hold the Annual Meeting?

A quorum must be present at the Annual Meeting for any business to be conducted. The holders of a majority in voting power of our shares entitled to vote at the Annual Meeting, present in person or represented by proxy, shall constitute a quorum. If you sign and return your paper proxy card via mail or email, or authorize a proxy to vote electronically, your shares will be counted to determine whether we have a quorum even if you abstain or fail to vote as indicated in the proxy materials.

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What are “broker non-votes”?

A “broker non-vote” occurs when shares held by a broker in “street name” for a beneficial owner are not voted with respect to a proposal because (1) the broker has not received voting instructions from the stockholder who beneficially owns the shares and (2) the broker lacks the authority to vote the shares at their discretion.

If you do not provide voting instructions to your broker and the broker has indicated that it does not have discretionary authority to vote on a particular proposal, your shares will be considered “broker non-votes” with regard to that matter. Broker non-votes will be considered as represented for purposes of determining a quorum but generally will not be considered as entitled to vote with respect to a particular proposal. Broker non-votes are not counted for purposes of determining the number of votes cast with respect to a particular proposal. Thus, a broker non-vote will make a quorum more readily obtainable, but the broker non-vote will not otherwise affect the outcome of the vote on a proposal that requires the affirmative vote of a majority of the shares present and entitled to ~~vote (or a plurality of the shares in the case of the election of directors relating Proposal No. 1).~~vote.

Under the rules of various national and regional securities exchanges interpretations that govern broker ~~non-votes,~~non- votes, Proposal Nos. 1 ~~2, 3~~ and 42 are considered non-routine matters, and a broker will lack the authority to vote uninstructed shares at their discretion on such proposal. Proposal No. 53 is considered a routine matter, and a broker will be permitted to exercise its discretion to vote uninstructed shares on this proposal.

What if a quorum is not present at the Annual Meeting?

If a quorum is not present or represented at the scheduled time of the Annual Meeting, (i) the chair of the Annual Meeting (the “Chair”) or (ii) a majority in voting power of the stockholders entitled to at the Annual Meeting, present in person or represented by proxy, may adjourn the Annual Meeting until a quorum is present or represented.

How do I vote my shares without attending the Annual Meeting?

We ask that stockholders vote by proxy even if they plan to attend the Annual Meeting. If you are a stockholder of record, there are three ways to vote by proxy:

•

by Phone — call the toll-free number 1-800-690-6903 and follow the instructions on your proxy card and the recorded telephone instructions; or

•

by Internet — Following the instructions on the Notice or the proxy card, which you may have received by mail, you can vote by Internet, prior to or at the Annual Meeting before the polls close; or

•

by Mail — You can vote by mail by signing, dating and mailing the proxy card using the return envelope, which you may have received by mail.

Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m., Eastern Time, on May ~~23, 2023.~~21, 2024.

If your shares are held in the name of a bank, broker or other holder of record, you will receive instructions on how to vote from the bank, broker or holder of record. You must follow the instructions of such bank, broker or holder of record in order for your shares to be voted.

How can I attend and vote at the Annual Meeting?

~~In order~~The Annual Meeting will be conducted virtually via live webcast available at www.virtualshareholdermeeting.com/ISPC2024. You are entitled to participate in the Annual Meeting if you were a stockholder on March 27, 2024, which is the Record Date, or hold a valid proxy for the Annual Meeting.

To be admitted to the Annual Meeting via live webcast, you must ~~bring documentation showing that you owned shares of our common stock as of March 27, 2023,~~enter the ~~Record Date. Acceptable documentation includes (i) your Notice of Internet Availability of Proxy Materials, and (ii)~~16-digit control number found next to the label “Control Number” on your proxy card. ~~All attendees must also bring valid photo identification. Stockholders who~~If you do not ~~bring the requisite documentation~~have your 16-digit control number, you will be able to login as a guest but will not be ~~admitted~~able to vote your shares or ask questions during the Annual Meeting.

~~Will I be able to ask questions at the Annual Meeting?~~

As part of the Annual Meeting, we will hold a question-and-answer session, during which we intend to answer appropriate questions submitted during the Annual Meeting and that relate to the matters to be voted on. We

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~~intend~~You may begin to ~~reserve up~~log in to ~~fifteen minutes before~~ the ~~closing of the polls~~meeting platform beginning at 9:45 a.m., Eastern Time, on May 22, 2024. The Annual Meeting will begin promptly at 10:00 a.m., Eastern Time, on May 22, 2024.

Will I be able to ~~address~~ask questions ~~submitted. Only stockholders that are present, in person,~~ at the Annual ~~Meeting~~Meeting?

We will ~~be able to submit~~not have a segment for stockholder questions during the Annual Meeting. ~~Additionally, our~~Questions can only be submitted prior to the Annual Meeting until May 15, 2024 at 11:59 p.m. Eastern Time. Questions can be submitted prior to the Annual Meeting by visiting www.ProxyVote.com with your control number and using the Questions for Management feature on the site.

To help ensure that we have a productive and efficient meeting, and in fairness to all stockholders in attendance, you will ~~follow general~~also find posted our rules of ~~conduct. Under these~~conduct for the Annual Meeting when you log in prior to its start. These rules ~~a stockholder may ask up to two questions, and we~~of conduct will ~~not address questions that are, among other things:~~include the following guidelines:

•

~~irrelevant~~Stockholders of record will not be able to ask questions online during the Annual Meeting. You may submit questions and comments electronically through the meeting portal only prior to the ~~business of the Company or to the business of the~~ Annual ~~Meeting;~~Meeting until May 15, 2024 at 11:59 p.m. Eastern Time.

•

~~related to material non-public information~~Only stockholders of record as of the ~~Company;~~Record Date for the Annual Meeting and their proxy holders may submit questions or comments prior to the Annual Meeting.

•

Questions pertinent to the Annual Meeting and related to ~~personal grievances;~~our business will be answered during the webcast, subject to time constraints. Any such questions that cannot be answered live due to time constraints will be posted and answered on our website, https://ispecimen.com as soon as practical after the Annual Meeting.

•

~~derogatory references~~Questions may be omitted if they are, among other things, irrelevant to ~~individuals~~our business, related to pending or ~~that are otherwise~~threatened litigation, disorderly, repetitious of statements already made, or in ~~bad taste;~~furtherance of the speaker’s own personal, political or business interests.

•

~~repetitious statements already made by another stockholder;~~

•

~~in furtherance of the stockholder’s personal~~No audio or ~~business interests; or~~

•

~~out of order or not otherwise suitable for the conduct~~video recordings of the Annual Meeting ~~as determined by the Chair or Corporate Secretary in their reasonable judgment.~~are permitted.

How does the Board recommend that I vote?

The Board recommends that you vote your shares of common stock FOR each ~~of the~~ director ~~nominees~~nominee in Proposal No. 1 and FOR each of Proposal Nos. 2 ~~3, 4~~ and 5.3. In addition, at their discretion, the proxies if designated as such are authorized to vote upon such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof.

How many votes are required to approve each proposal?

The table below summarizes the proposals that will be voted on, the votes required to approve each item, and how votes are counted:

Proposal

Votes Required

Voting
Options

Impact of
“Withhold” or
“Abstain” Votes

Broker
Discretionary
Voting Allowed

Proposal No. 1:
The Director Election ~~of Directors~~Proposal

A ~~plurality~~majority of the votes cast ~~affirmatively or negatively~~ at the Annual Meeting by the holders of stock entitled to vote ~~thereon.~~in the election of directors.

“~~FOR ALL”~~FOR”
“~~WITHHOLD~~AGAINST”
~~ALL” “FOR~~
~~ALL EXCEPT”~~“ABSTAIN”

None(1)

No(2)

Proposal No. 2:
~~Approval of Amendments to the 2021 Plan to Remove the Automatic Annual Increase in Shares under the 2021 Plan and add a provision for the recoupment or clawback of awards under the 2021 Plan~~The Reverse Stock Split Proposal

The affirmative vote of the holders of a majority ~~in voting power~~ of the votes cast affirmatively or negatively ~~(excluding abstentions)~~ at the Annual Meeting by the holders entitled to vote ~~thereon.~~on the amendment to the Fourth Amended and Restated Certificate of Incorporation

“FOR”
“AGAINST”
“ABSTAIN”

None(1)

No(2)

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Proposal

Votes Required

Voting
Options

Impact of
“Withhold” or
“Abstain” Votes

Broker
Discretionary
Voting Allowed

Proposal No. 3:
~~Approval of Amendment to the 2021 Plan to Increase the Number of Shares Reserved for Issuance under the 2021 Plan~~The Auditor Ratification Proposal

The affirmative vote of the holders of a majority ~~in voting power of the votes cast affirmatively or negatively (excluding abstentions) at the Annual Meeting by the holders entitled to vote thereon.~~

~~“FOR”~~
~~“AGAINST”~~
~~“ABSTAIN”~~

~~None(1)~~

~~No(2)~~

~~Proposal No. 4:~~
~~Approval of Amendment to Certificate of Incorporation~~

The affirmative vote of the holders of a majority in voting power of the total outstanding capital stock of the Company entitled to vote on the amendment to the Fourth Amended and Restated Certificate of Incorporation affirmatively or negatively (excluding abstentions) at the Annual Meeting by the holders entitled to vote thereon.

~~“FOR”~~
~~“AGAINST”~~
~~“ABSTAIN”~~

~~None(1)~~

~~No(2)~~

~~Proposal No. 5:~~
~~Ratification of appointment of independent registered public accounting firm~~

~~The affirmative vote of the holders of a majority in voting power~~ of the votes cast affirmatively or negatively (excluding abstentions) at the Annual Meeting by the holders entitled to vote thereon.

“FOR”
“AGAINST”
“ABSTAIN”

None(1)

Yes(3)

(1)

A vote marked as “withhold” or “abstain” is not considered a vote cast and will, therefore, not affect the outcome of this proposal.

(2)

As this proposal is not considered a discretionary matter, brokers lack authority to exercise their discretion to vote uninstructed shares on this proposal.

(3)

As this proposal is considered a discretionary matter, brokers are permitted to exercise their discretion to vote uninstructed shares on this proposal.

What if I do not specify how my shares are to be voted?

If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote in accordance with the recommendations of the Board. The Board’s recommendations are set forth above, as well as with the description of each proposal in this Proxy Statement.

Who will count the votes?

~~Representatives of Broadridge Financial Solutions, Inc. will tabulate the votes and act as~~The appointed inspector of election.

Can I revoke or change my vote after I submit my proxy?

Yes. Whether you have voted by phone, Internet, or mail if you are a stockholder of record, you may change your vote and revoke your proxy by:

•

sending a written statement to that effect to the attention of our Secretary at our corporate offices, provided such statement is received no later than May ~~23, 2023~~21, 2024 at 11:59 p.m. Eastern ~~time;~~Time;

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PROPOSAL NO. 1 — THE DIRECTOR ELECTION ~~OF THREE CLASS II DIRECTORS~~PROPOSAL

Board Size and Structure

Our Board of Directors currently consists of ~~seven (7)~~six (6) directors. Our Bylaws provide that the business and affairs of the Company shall be managed by or under the direction of the Board of Directors, which shall consist of not less than three (3) directors and not more than nine (9) directors.

Our Bylaws provide for a Board of Directors divided into three classes, designated as Class I Directors, Class II Directors and Class III Directors, with only one class of directors being elected in each year and each class ~~(except for those directors appointed prior to the Annual Meeting)~~ serving a three-year term.

~~The term of office of the Class II Directors, consisting of John L. Brooks III, George “Bud” Scholl and Jill Mullan, will expire at the Annual Meeting.~~

~~The term of office of the Class III directors, consisting of Christopher Ianelli and Joseph J. Basile, will expire at our 2024 annual meeting of stockholders (“2024 Annual Meeting”).~~

The term of office of the Class I directors, consisting of Andrew L. Ross and Steven Gullans, will expire at our 2025 annual meeting of stockholders (“2025 Annual Meeting”).

The term of office of the Class II Directors, consisting of John L. Brooks III and Theresa Mock, will expire at the 2026 annual meeting of stockholders (the “2026 Annual Meeting”). Tracy Curley is currently also a Class II Director but has been nominated as a Class III Director for election at this Annual Meeting.

The term of office of the Class III directors, consisting of Elizabeth A. Graham, will expire at this Annual Meeting, unless she is re-elected at the Annual Meeting.

Current Directors and Terms

Our current directors, their respective positions and terms of office are set forth under the heading “Directors and Officers” on page 2218 of this Proxy Statement.

Transfer of Tracy Curley from Class II Director to Class III Director

As provided above, our Class III directors are up for election at this Annual Meeting. Currently there are two Class I directors, three Class II directors and one Class III director serving on the Board. Our Bylaws provide, in part, as follows, with respect to the number of directors serving in each of the three classes:

“If the number of directors that constitute the Board of Directors is changed, any increase or decrease shall be apportioned by the Board of Directors among the classes so as to maintain the number of directors in each class as nearly equal as possible, but in no case shall a decrease in the number of directors constituting the Board of Directors shorten the term of any incumbent director.”

Therefore, the nominating and corporate governance committee and the Board of Directors has determined that one of the currently serving Class I directors or Class II directors should serve as a second Class III director and that Tracy Curley, the Company’s Chief Executive Officer, Chief Financial Officer and Treasurer, and a Class II director be included as a nominee for election as a Class III director at the Annual Meeting. It was also determined that if, for any reason, Ms. Curley is not elected to serve as a Class III director, that she will continue to serve as a Class II director until the end of her current term at the 2026 Annual Meeting, or until the election and qualification of her respective successor in office, subject to her earlier death, resignation, or removal.

Nominees for Class IIIII Directors

Our nominating and corporate governance committee has recommended, and our Board of Directors has approved, ~~John L. Brooks III, as nominee for re-election as a Class II Director, as his current term of service will expire at the Annual Meeting. Mr. Scholl~~Elizabeth A. Graham and Ms. Mullan, who currently serve as Class II Directors, will not be continuing as members of the Board of Directors after the Annual Meeting. Our nominating and corporate governance committee also has recommended, and our Board of Directors has approved, Tracy Curley, ~~and Theresa L. Mock,~~ as nominees for election as ~~the remaining~~ Class IIIII Directors. If elected by the stockholders at the Annual Meeting, they will each serve for a three-year term expiring at the ~~annual meeting to be held in 2026 (the “2026~~2027 Annual ~~Meeting”),~~Meeting, or until the election and qualification of their respective successors in office, subject to their earlier death, resignation, or removal.

If you are a stockholder of record and you sign your proxy card or vote over the Internet or by telephone but do not give instructions with respect to the voting of directors, your shares will be voted FOR the election of ~~John L. Brooks III,~~Elizabeth A. Graham and Tracy Curley ~~and Theresa L. Mock~~ as Class IIIII Directors. We expect that the nominees will serve if elected.

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PROPOSAL NO. 2 — ~~APPROVAL OF AMENDMENTS TO THE 2021 PLAN TO (i) REMOVE THE~~
~~AUTOMATIC ANNUAL INCREASE IN THE NUMBER OF SHARES OF COMMON~~REVERSE STOCK
~~RESERVED FOR ISSUANCE WITH RESPECT TO AWARDS UNDER THE 2021 PLAN AND (ii) ADD~~
~~A PROVISION TO THE 2021 PLAN FOR THE RECOUPMENT OR CLAWBACK OF AWARDS~~
~~GRANTED UNDER THE 2021 PLAN~~ SPLIT PROPOSAL

~~Background~~Introduction

Our Board acted unanimously, at a special meeting of the Board held on March 21, 2024, to adopt the Reverse Stock Split Proposal to amend our Fourth Amended and Restated Certificate of Incorporation to enable a potential Reverse Split of our issued and outstanding common stock at a ratio of between one-for-ten (1:10) to one-for-twenty (1:20) , with such ratio to be determined at the sole discretion of the Board and with such Reverse Split to be effected at such time and date, if at all, as determined by the Board in its sole discretion and, at the same time. The Board is now asking you to approve this Reverse Stock Split Proposal.

~~General~~If approved, the Reverse Split will be effective upon the filing of a certificate of amendment to our Fourth Amended and Restated Certificate of Incorporation, in substantially the form attached to this Proxy Statement as Annex A (the “Certificate of Amendment”), with the Secretary of State of Delaware, with such filing to occur, if at all, at the sole discretion of the Board.

The intention of the Board in obtaining approval for the authority to effect a Reverse Split would be to increase the stock price of our common stock sufficiently above the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market (“Nasdaq”). On October 9, 2023, we received notice from Nasdaq indicating that, because the closing bid price for the Company’s common stock had fallen below $1.00 per share for 30 consecutive business days, the Company no longer complies with the minimum bid price requirement for continued listing on the Nasdaq Capital Market under Rule 5550(a)(2) of Nasdaq Listing Rules. Nasdaq’s notice has no immediate effect on the listing of the Company’s common stock on the Nasdaq Capital Market. If we are unable to resolve the situation to allow for continued listing on the Nasdaq Capital Market, this will result in a de-listing of our common stock.

In ~~this Proposal No. 2~~addition, the ~~stockholders are being asked~~effect of the Reverse Split, without a corresponding reduction of the authorized shares of common stock, will allow the Board of Directors to ~~approve two amendments~~issue more shares of common stock than the amount that it would have been able to issue prior to the ~~2021 Plan.~~Reverse Split being effectuated. The ~~first amendment is~~Board, in its sole discretion, can elect to ~~remove~~abandon the ~~automatic annual increase~~Reverse Split in its entirety at any time.

One principal effect of the Reverse Split would be to decrease the number of outstanding shares of our common stock. Except for de minimis adjustments that may result from the treatment of fractional shares as described below, the Reverse Split will not have any dilutive effect on our stockholders since each stockholder would hold the same percentage of our common stock (in hand or on an as converted basis) and/or the same relative voting rights outstanding immediately following the Reverse Split as such stockholder held immediately prior to the Reverse Split. The relative voting and other rights that accompany the shares would not otherwise be affected by the Reverse Split. The authorized number of shares of common stock ~~reserved for issuance with respect to awards under the 2021 Plan on each anniversary date~~will not be adjusted as a result of the ~~2021 Plan, in the event that 5% of~~Reverse Split.

The table below sets forth the number of shares of our common stock ~~issued~~outstanding before and ~~outstanding on that date is more than the~~approximate number of shares outstanding after the Reverse Split based on 9,374,686 shares of our common stock ~~then currently reserved for issuance under~~outstanding as of the ~~2021 Plan (the “Automatic Annual Stock Increase Provision”).~~Record Date.

			Prior to the Reverse Split			Assuming a One-for- Ten Reverse Split			Assuming a One-for- Fifteen Reverse Split			Assuming a One-for- Twenty Reverse Split
Aggregate Number of Shares of common stock Outstanding			9,087,467			908,747			605,832			454,374

The Reverse Split is not part of a broader plan to take us private.

~~Amendment to Remove Automatic Annual Increase in the Number of Shares of Common Stock Reserved for Issuance under the 2021 Plan~~

The Automatic Annual Stock Increase Provision was included in our Amended and Restated 2021 Stock Incentive Plan and amended in our Second Amended and Restated 2021 Stock Incentive Plan to clarify certain provisions,Reasons for the ~~purpose of providing~~Reverse Split; Nasdaq Requirements for an increase in shares of common stock available for the granting of awards to our employees under the 2021 Plan, each year, so that we would have a sufficient number of shares of common stock available for such awards in order to incentivize highly qualified employees to work with us and to allow for a portion of their compensation to be tied to the success of our business. Our Board determined that any annual increase be based on a formula providing for an increase, as applicable, so that the number of shares of common stock reserved for issuance under the 2021 Plan is equal to 5% of the then number of issued and outstanding shares of common stock. In the event that on any date of determination, 5% of the number of issued and outstanding shares is equal to or less than the number of shares then reserved for issuance with respect to awards under the 2021 Plan, there will be no increase in the number of shares of common stock. As a result of the percentage chosen by the Board and the fact that we had 8,814,658 shares of common stock issued and outstanding, on June 16, 2022, the first anniversary date of the 2021 Plan, no additional shares of common stock were reserved for issuance for awards under the 2021 Plan. As of March 27, 2023, the Record Date, there are 30,934 shares of common stock available for the grant of awards under the 2021 Plan. Unless the number of issued and outstanding shares of common stock increases significantly by June 16, 2023, the Automatic Annual Stock Increase Provision will not provide us with any additional shares of common stock for awards under the 2021 Plan and we will not be able to grant any additional awards to employees, which could make it difficult for us to retain our current employees and to also attract new highly qualified employees.

We also believe that it is in the best interests of our stockholders to remove the Automatic Annual Stock Increase Provision because it provides for an annual increase in the number of shares of common stock available for awards under the 2021 Plan without obtaining the approval of our stockholders for the reservation of such additional shares of common stock. For this reason, major proxy advisory services companies such as Glass, Lewis & Co. and Institutional Shareholder Services, generally recommend voting against equity incentive plans that include provisions like the Automatic Annual Stock Increase Provision. Therefore, by removing the Automatic Annual Stock Increase Provision from the 2021 Plan, the 2021 Plan will be more in line with the recommendations of these proxy advisory companies.

~~Amendment to Add a Provision for Recoupment or Clawback of Awards Granted under the 2021 Plan~~Continued Listing

On October ~~26, 2022,~~9, 2023, we received notice from Nasdaq (the “Minimum Bid Price Notice”) indicating that, because the ~~Securities and Exchange Commission (“SEC”) adopted~~closing bid price for the ~~final Dodd-Frank Act compensation recoupment rules (the “SEC Clawback Rules”). In furtherance thereof,~~Company’s common stock had fallen below $1.00 per share for 30 consecutive business days, the Company no longer complied with the minimum bid price requirement for continued listing on the Nasdaq ~~Stock~~Capital Market ~~Inc. (“Nasdaq”) on February 22, 2023, filed new proposed listing standards which require Nasdaq-listed companies to adopt clawback policies that mandate recovery~~under Rule 5550(a)(2) of ~~certain inventive-based compensation awarded to current and former executive officers in the event of an accounting restatement~~Nasdaq Listing Rules (the ~~“Nasdaq~~

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~~Clawback Requirements”~~“Minimum Bid Price Requirement”). ~~While~~The Minimum Bid Price Notice had no immediate effect on the listing of the Company’s common stock on the Nasdaq ~~Clawback Requirements are not yet in effect and require approval~~Capital Market. Pursuant to the Minimum Bid Price Notice, we were provided 180 days to regain compliance with the Minimum Bid Price Requirement which could be satisfied by the ~~SEC,~~bid price of our common stock closing at not less than $1.00 per share for at least ten consecutive business days during that 180-day period, which ends on April 8, 2024. Since it ~~is expected that~~our common stock cannot regain compliance with the Minimum Bid Price Requirement by April 8, 2024, we intend to submit to Nasdaq ~~Clawback Requirements will be in effect by~~a plan for compliance with the fall of 2023. In addition, under the provisions of the Clawback Rules, and as is expected to be required under the Nasdaq Clawback Requirements, each Nasdaq-listed company will be required to file a copy of its applicable clawback policy as an exhibit to its Annual Report on Form 10-KMinimum Bid Price Requirement (the “Nasdaq Compliance Plan”) for the ~~year ending December 31, 2023. In~~purpose of obtaining an additional 180 days to comply. The Nasdaq Compliance Plan will contain an obligation that we consummate a reverse stock split of our common stock, during the ~~event that the Nasdaq Clawback Requirements become effective, as in the proposal,~~additional 180-day period, if we ~~would be required~~are otherwise unable to adopt and comply with a written clawback policy, which would provide for the recoupment or clawback of incentive-based compensation received by our current or former executive officers where such payments were based on financial statements that are restated due to material noncompliance with any financial reporting requirement, within three years after paid, regardless of culpability. This includes any incentive-based compensation that a current or former executive officer would not have been entitled to receive had our financial statements been accurately presented and would also include incentive-based compensation tied to stock price and/or total shareholder return. We will be required to adopt a clawback policy no later than 60 days after the effective date of the Nasdaq Clawback Requirements.

Many companies have already adopted clawback policies, on a voluntary basis, but the new SEC Clawback Rules and expected Nasdaq Clawback Requirements, will make it mandatory for all Nasdaq-listed companies to adopt a compensation clawback policy that complies with the Nasdaq Clawback Requirements. Because the Nasdaq Clawback Requirements are unlikely to be in effect prior to the Annual Meeting, our Board has proposed broad-based language to amend the 2021 Plan, which it believes will comply with the ~~expected~~Minimum Bid Price Requirement, during the second 180-day period, assuming Nasdaq ~~Clawback Requirements. If~~grants us the additional 180 days. We are seeking stockholder approval for ~~any reason,~~ the ~~language added~~Reverse Split so that we can comply with our obligation to ~~the 2021 Plan is not fully compliant~~effect a reverse stock split, if necessary, in order to regain compliance with the Minimum Bid Price Requirement. If we are unable to resolve the situation to allow for continued listing on the Nasdaq ~~Clawback Requirements that are approved,~~Capital Market, this will result in a de-listing of our common stock.

The Board’s primary objective in proposing a potential Reverse Split is to raise the per share trading price of our common stock. Our common stock currently trades on Nasdaq under the symbol “ISPC.” In order to maintain our listing on Nasdaq we may be required to ~~further amend our 2021 Plan, in~~effect the ~~future,~~Reverse Split so that ~~it is compliant.~~

~~Although we have previously awarded incentive-based compensation based on certain financial results, we did not pay any compensation to any~~our listed shares maintain a minimum bid price per share of at least $1.00. The closing trading price of our ~~employees~~common stock on March 27, 2024 was $0.251.

The Reverse Split would increase the availability of such shares, which could then be issued upon conversion or exercise of outstanding convertible securities, for grants under our currently effective stock option plan and in connection with ~~such awards~~an acquisition of another business or a merger. The Company currently has no plans to acquire another business or enter into a merger transaction.

Our Board concluded that the liquidity and ~~they~~marketability of our common stock will be adversely affected if it is not listed on a national securities exchange as investors can find it more difficult to dispose of, or to obtain accurate quotations as to the market value of, our common stock. Our Board believes that current and prospective investors will view an investment in our common stock more favorably if our common stock remains listed on Nasdaq.

Our Board also believes that the Reverse Split and any resulting increase in the per share price of our common stock will enhance the acceptability and marketability of our common stock to the financial community and investing public. Many institutional investors have ~~all lapsed. And while~~policies prohibiting them from holding lower-priced stocks in their portfolios, which reduces the number of potential buyers of our common stock, although we dohave not ~~currently intend~~been told by them that is the reason for not investing in our common stock. Additionally, analysts at many brokerage firms are reluctant to ~~issue any additional awards based~~recommend lower-priced stocks to their clients or monitor the activity of lower-priced stocks. Brokerage houses frequently have internal practices and policies that discourage individual brokers from dealing in lower-priced stocks. Further, because brokers’ commissions on ~~our financial results,~~lower-priced stock generally represent a higher percentage of the stock price orthan commissions on higher priced stock, investors in lower-priced stocks pay transaction costs which are a higher percentage of their total ~~shareholder return,~~share value, which may limit the ~~2021 Plan permits~~willingness of individual investors and institutions to purchase our common stock.

We cannot assure you that the ~~grant~~Reverse Split will have any of ~~such types~~the desired effects described above. More specifically, we cannot assure you that after the Reverse Split, the market price of ~~awards and, therefore, it is mandatory~~our common stock will increase proportionately to reflect the ratio for the Reverse Split, that ~~we amend~~ the ~~2021 Plan~~market price of our common stock will not decrease to ~~add recoupment~~its pre-split level, that our market capitalization will be equal to the market capitalization before the Reverse Split, or ~~clawback language consistent with the clawback policy~~ that we will be ~~required~~able to ~~adopt in order to comply with the expected Nasdaq Clawback Requirements.~~maintain our listing on Nasdaq.

~~The above-described amendments to the 2021 Plan were approved by the Board at a special meeting~~Potential Disadvantages of the ~~Board on March 24, 2023, and will not be effective unless and until they are approved by our stockholders. If our stockholders do not approve these amendments to~~Reverse Split

As noted above, the ~~2021 Plan, the amendments will not take effect (i) the Automatic Annual Stock Increase Provision will be applicable on June 16, 2023, and on each June 16~~th, thereafter, and (ii) the provisions applicable to the expected to be adopted Nasdaq Clawback Requirements will not be added to the 2021 Plan, unless and until these provisions are amended, in the future, with the approvalprincipal purpose of the ~~stockholders. The form~~Reverse Split would be to help increase the per share market price of ~~Amendment No. 1~~our common stock by up to ~~Second Amended and Restated 2021 Stock Incentive Plan which includes these two amendments only is attached as Appendix A to~~factor of twenty. We cannot assure you, however, that the Reverse Split will accomplish this ~~Proxy Statement.~~

~~Explanation~~objective for any meaningful period of ~~Amendments~~

~~Section 5(b) of~~time. While we expect that the ~~2021 Plan currently provides as follows:~~

“(b) Subject to Section 12 of this Plan, the Committee is authorized to grant Awards under this Plan for an aggregate of 608,000 shares of Common Stock; provided that, on each anniversary of the Effective Date thereafter while this Plan isreduction in ~~effect,~~ the number of shares of Common Stock available for the grant of Awards by the Committee shall be adjusted, as applicable, so that the aggregate number of shares of Common Stock available for the grant of Awards under this Plan shall be equal to the greater of (i) the then current number of shares of Common Stock available for the grant of Awards under this Plan and (ii) such number of shares of Common Stock that is equal to 5% of the total number of issued and outstanding shares of ~~Common Stock~~common stock will increase the market price of our common stock, we cannot assure you that the Reverse Split will increase the market price of our common stock proportionately based on such applicable anniversary date. Any adjustments made to the number of shares of Common Stock reserved for Awards under this Plan, pursuant to the provisions of this Section 5(b), shall not reduce the number of shares of Common Stock available hereunder.”

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~~The Board of Directors has authorized and approved~~ the ~~removal of the automatic annual~~Reverse Split ratio, or result in any permanent increase in the market price of our common stock, which is dependent upon many factors, including our business and financial performance, general market conditions and prospects for future success. If the per share market price does not increase proportionately as a result of the Reverse Split, then the value of our Company as measured by our market capitalization will be reduced, perhaps significantly.

Because the number of authorized shares of our common stock will not be reduced proportionately with the ratio of the Reverse Split, it may increase the Board’s ability to issue authorized and unissued shares without further stockholder action, the issuance of which would be dilutive to our existing stockholders and may cause a decline in the trading price of our common stock. With respect to authorized but unissued and unreserved shares, the Company could also use such shares to oppose a hostile takeover attempt or delay or prevent changes in control or changes in or removal of management.

The number of shares held by each individual holder of common stock ~~reserved for issuance under~~would be reduced if the ~~2021 Plan~~Reverse Split is implemented. This will increase the number of stockholders who hold less than a “round lot,” or 100 shares. Typically, the transaction costs to stockholders selling “odd lots” are higher on ~~each anniversary date~~a per share basis. Consequently, the Reverse Split could increase the transaction costs to existing holders of ~~the 2021 Plan,~~common stock in the event they wish to sell all or a portion of their position.

Although our Board believes that ~~5% of~~the decrease in the number of shares of our common stock ~~issued~~outstanding as a consequence of the Reverse Split and the anticipated increase in the market price of our common stock could encourage interest in our common stock and possibly promote greater liquidity for our stockholders, such liquidity could also be adversely affected by the reduced number of shares outstanding after the Reverse Split.

Criteria the Board of Directors May Use to Determine Whether to Implement the Reverse Split

When determining whether to implement the Reverse Split, and which Reverse Split ratio to implement, if any, following the receipt of stockholder approval, the Board may consider various factors, including:

•

the historical trading price and trading volume of our common stock;

•

the then-prevailing trading price and trading volume of our common stock and the expected impact of the Reverse Split on the trading market for our common stock in the short- and long-term;

•

the listing requirements, other rules and guidance from one or more potential national securities exchanges;

•

the number of shares of our common stock outstanding;

•

the anticipated impact of a particular ratio on the Company’s ability to reduce administrative and transactional costs; and

•

prevailing general market, legal and economic conditions.

Effecting the Reverse Split

Upon receipt of stockholder approval for the Reverse Split Proposal, if our Board concludes that it is in the best interests of our Company and our stockholders to effect the Reverse Split, the Certificate of Amendment will be filed with the Secretary of State of Delaware. The actual timing of the filing of the Certificate of Amendment with the Secretary of State of Delaware to effect the Reverse Split will be determined by our Board. In addition, if for any reason our Board deems it advisable to do so, the Reverse Split may be abandoned at any time prior to the filing of the Certificate of Amendment, without further action by our stockholders. In addition, our Board may deem it advisable to effect the Reverse Split even if the price of our common stock is above $1.00 at the time the Reverse Split is to be effected. The Reverse Split will be effective as of the date ~~is more than~~of filing with the Secretary of State of the State of Delaware (the “Effective Time”).

Upon the filing of the Certificate of Amendment, without further action on our part or our stockholders, the outstanding shares of common stock held by stockholders of record as of the Effective Time would be converted into a lesser number of shares of common stock ~~then currently reserved for issuance under the 2021 Plan. In the event that Proposal No. 2 is approved by our stockholders at the Annual Meeting, and not giving any effect to the outcome of the vote~~based on ~~Proposal No. 3 being presented to the stockholders at the Annual Meeting, Section 5(b) of the 2021 Plan will, thereafter, read in its entirety~~a Reverse Split ratio as ~~follows:~~

~~“(b) Subject to Section 12 of this Plan, the Committee is authorized to grant Awards under this Plan for an aggregate of 608,000 shares of Common Stock.”~~

~~Section 15 of the 2021 Plan currently provides as follows:~~

~~“15.~~ ~~Right of Repurchase~~.

~~(a)~~ ~~Repurchase Option; Termination of Award~~. Unless otherwise set forth in any applicable Award, if, with respect to a Participant, any of the events specified in Section 15(b) below occur, then, within twelve (12) months after the Company receives actual knowledge of the event (the “~~Repurchase Period~~”), the Company shall have the right, but not the obligation, to repurchase from the Participant, or his or her legal representative, as the case may be, all or a portion of the shares of Common Stock acquired pursuant to an Awarddetermined by the ~~Participant, regardless of whether such Participant is then still employed or engaged by, or otherwise has a relationship with the Company (the “Repurchase Option~~”). The Repurchase Option shall be exercised by the Company by giving the Participant, or his or her legal representative, written notice of its intention to exercise the Repurchase Option on or before the last day of the Repurchase Period.

The Company may exercise its Repurchase Option by tendering to the Participant, or his or her legal representative, or delivering to an escrow account for the benefit of the Participant, or his or legal representative, an amount equal to the price originally paid by the Participant to the Company, subject to adjustment as provided herein, for each share of Common Stock to be repurchased by the Company hereunder. Upon timely exercise of the Repurchase Option in the manner provided in this Section 15(a), the Participant, or his or her legal representative, shall deliver to the Company the stock certificate or certificates representing the shares purchased by the Participant under this Plan, as set forth in (i) and (ii) above, and to be repurchased by the Company hereunder, duly endorsed and free and clear of any and all liens, charges and encumbrances. If the Participant fails to deliver such stock certificate or certificates, the Company shall be entitled to instruct its transfer agent to take such action as may be necessary to remove the requisite number of shares of Common Stock registered in the name of the Participant from the books and records of the Company. The Repurchase Option and any right of the Company to payment pursuant to Section 15 hereof shall be a right of the Company in addition to any and all other rights of the Company and remedies available to the Company, whether at law or in equity. Furthermore, upon the Company receiving actual knowledge of the occurrence of any of the events specified in Section 15(b) below, all Awards to acquire Common Stock granted to such Participant shall immediately terminate and shall thereupon not be exercisable to any extent whatsoever. The Board or, in the case of an employee that is not an executive officer, the President may waive or modify the provisions of this Section with respect to any individual Participant, with regard to the facts and circumstances of any particular situation involving a determination under this Section.

~~(b)~~ ~~Triggering Events. The Company shall have the Repurchase Option in the event that any events for Cause shall occur, as determined in good faith by the Board.~~

~~(c)~~ ~~Repurchase Price~~. In the event that at the time the Company wishes to exercise its Repurchase Option, the Participant ceases to own a sufficient number of shares of Common Stock acquired by him or her under the Plan to satisfy the Company’s Repurchase Option, in addition to performing any obligations necessary to satisfy the Company’s exercise of its Repurchase Option of those shares of Common Stock available for repurchase, the Participant shall be required to deliver to the Company, for each share of Common Stock that is the subject of the Repurchase Option and is not available for repurchase as it has been sold or transferred, an aggregate cash amount, if positive, equal to the difference between the Fair Market Value of each share of Common Stock sold or transferred by the Participant and the price originally paid by the Participant to the Company for each such share of Common Stock so sold or transferred by the

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~~Participant,~~Board. For example, if you presently hold 3,000 shares of our common stock, you would hold 300 shares of our common stock following the Reverse Split if the ratio is one-for-ten or you would hold 150 shares of our common stock if the ratio is one-for-twenty.

Effect on Outstanding Shares, Options and Certain Other Securities

If the Reverse Split is implemented, the percentage of our common stock owned by each stockholder will remain unchanged except for any de minimis change resulting from rounding up to the nearest number of whole shares of common stock so that we are not obligated to issue cash in lieu of any fractional shares that such common stockholder would have received as ~~adjusted. The Fair Market Value of each share of Common Stock sold or transferred by the Participant shall be determined as~~a result of the ~~date of such sale or transfer.”~~

Reverse Split. The Board of Directors has authorized and approved the addition of a provision to the 2021 plan providing for the recoupment or clawback of awards granted under the 2021 Plan in certain circumstances. In the event that Proposal No. 2 is approved by our stockholders at the Annual Meeting, and not giving any effect to the outcome of the vote on Proposal No. 3 being presented to the stockholders at the Annual Meeting, Section 15 of the 2021 Plan will, thereafter, read in its entirety as follows:

~~“15.~~ ~~Right of Repurchase; Right of Recoupment~~.

~~(a)~~ ~~Repurchase Option; Termination of Award.~~ Unless otherwise set forth in any applicable Award, if, with respect to a Participant, any of the events specified in Section 15(b) below occur, then, within twelve (12) months after the Company receives actual knowledge of the event (the “~~Repurchase Period~~”), the Company shall have the right, but not the obligation, to repurchase from the Participant, or his or her legal representative, as the case may be, all or a portion of the shares of Common Stock acquired pursuant to an Award by the Participant, regardless of whether such Participant is then still employed or engaged by, or otherwise has a relationship with the Company (the “~~Repurchase Option~~”). The Repurchase Option shall be exercised by the Company by giving the Participant, or his or her legal representative, written notice of its intention to exercise the Repurchase Option on or before the last day of the Repurchase Period.

The Company may exercise its Repurchase Option by tendering to the Participant, or his or her legal representative, or delivering to an escrow account for the benefit of the Participant, or his or legal representative, an amount equal to the price originally paid by the Participant to the Company, subject to adjustment as provided herein, for each share of Common Stock to be repurchased by the Company hereunder. Upon timely exercise of the Repurchase Option in the manner provided in this Section 15(a), the Participant, or his or her legal representative, shall deliver to the Company the stock certificate or certificates representing the shares purchased by the Participant under this Plan, as set forth in (i) and (ii) above, and to be repurchased by the Company hereunder, duly endorsed and free and clear of any and all liens, charges and encumbrances. If the Participant shall fail to deliver such stock certificate or certificates, the Company shall be entitled to instruct its transfer agent to take such action as may be necessary to remove the requisite number of shares of ~~Common Stock registered~~our common stock that may be purchased upon exercise of outstanding options or exercise or conversion of other securities convertible into, or exercisable or exchangeable for, shares of our common stock, and the exercise or conversion prices for these securities, will also be ratably adjusted in ~~the name~~accordance with their terms as of the ~~Participant from~~Effective Time.

Effect on Registration

Our common stock is currently registered under the ~~books~~Securities Act of 1933, as amended (the “Securities Act”), and ~~records~~we are subject to the periodic reporting and other requirements of the ~~Company.~~Securities Exchange Act of 1934, as amended (the “Exchange Act”). The ~~Repurchase Option and any right~~proposed Reverse Split will not affect the registration of our common stock.

Fractional Shares

Our Board does not currently intend to issue fractional shares of common stock in connection with the ~~Company~~Reverse Split. Therefore, we do not expect to payment pursuant to Section 15 hereof shall be a right of the Company in addition to any and all other rights of the Company and remedies available to the Company, whether at law or in equity. Furthermore, upon the Company receiving actual knowledge of the occurrenceissue fractional shares. In lieu of any fractional shares, we will issue to stockholders of the events specified in Section 15(b) below, all Awards to acquire Common Stock granted to such Participant shall immediately terminate and shall thereupon not be exercisable to any extent whatsoever. The Board or, in the case of an employee that is not an executive officer, the President may waive or modify the provisions of this Section with respect to any individual Participant, with regard to the facts and circumstances of any particular situation involvingrecord who would otherwise hold a ~~determination under this Section.~~

~~(b)~~ ~~Triggering Events. The Company shall have~~fractional share because the ~~Repurchase Option in the event that any events for Cause shall occur, as determined in good faith by the Board.~~

~~(c)~~ ~~Repurchase Price. In the event that at the time the Company wishes to exercise its Repurchase Option, the Participant ceases to own a sufficient~~ number of shares of ~~Common Stock acquired~~common stock they hold of record before the Reverse Split is not evenly divisible by ~~him or her under~~ the ~~Plan to satisfy the Company’s Repurchase Option, in addition to performing any obligations necessary to satisfy the Company’s exercise~~Reverse Split ratio that number of ~~its Repurchase Option of those~~ shares of ~~Common Stock available for repurchase, the Participant shall be required to deliver~~common stock as rounded up to the ~~Company, for each share~~nearest whole share. For example, if a stockholder holds 150.25 shares of ~~Common Stock~~common stock following the Reverse Split, that ~~is the subject~~stockholder will receive 151 shares of common stock. No stockholders will receive cash in lieu of fractional shares.

As of the ~~Repurchase Option and is~~Record Date, we had 63 holders of record of our common stock (although we have significantly more beneficial holders). We do not ~~available for repurchase as it has been sold or transferred, an aggregate cash amount, if positive, equal to~~expect the ~~difference between the Fair Market Value of each share of Common Stock sold or transferred by the Participant~~Reverse Split and the ~~price originally paid by~~rounding up of fractional shares to whole shares to result in a reduction in the ~~Participant~~number of record holders. We presently do not intend to seek any change in our status as a reporting company for federal securities law purposes, either before or after the ~~Company for each such share~~Reverse Split.

Shares Held in Book-Entry and Through a Broker, Bank or Other Holder of ~~Common Stock so sold or transferred by~~Record

The combination of, and reduction in, the ~~Participant,~~number of our outstanding shares of common stock as ~~adjusted. The Fair Market Value of each share of Common Stock sold or transferred by the Participant shall be determined as~~a result of the ~~date~~Reverse Split occurs automatically at the Effective Time without any additional action on the part of ~~such sale~~our stockholders.

Upon the Reverse Split, we intend to treat stockholders holding shares of our common stock in “street name” (that is, through a broker, bank or ~~transfer.~~other holder of record) in the same manner as registered stockholders whose shares of our common stock are registered in their names. Brokers, banks or other holders of record will be instructed to effect the Reverse Split for their beneficial holders holding shares of our common stock in “street name”; however, these brokers, banks or other holders of record may apply their own specific procedures for processing the Reverse Split. If you hold your shares of our common stock with a broker, bank or other holder of record, and you have any questions in this regard, we encourage you to contact your holder of record.

~~(d)~~ ~~Recoupment Policy. All Awards granted under the Plan, all amounts paid under the Plan and all Shares issued under the Plan shall~~If you hold registered shares of our common stock in a book-entry form, you do not need to take any action to receive your post-Reverse Split shares of our common stock in registered book-entry form. If you are entitled to post-Reverse Split shares of our common stock, a transaction statement will automatically be ~~subject to reduction, recoupment, clawback, or recovery by the Company~~sent

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to your address of record as soon as practicable after the Effective Time indicating the number of shares of our common stock you hold.

~~in accordance with Applicable Laws~~Anti-Takeover and ~~with Company policy (whenever adopted) regarding same, whether or~~Dilutive Effects

The authorized common stock will not ~~such policy is intended to satisfy the requirements~~be diluted as a result of the ~~Dodd-Frank Wall Street Reform~~Reverse Split. The common stock that is authorized but unissued provides the Board with flexibility to effect among other transactions, public or private financings, acquisitions, stock dividends, stock splits and ~~Consumer Protection Act,~~ the ~~Sarbanes-Oxley Act,~~granting of equity incentive awards. However, these authorized but unissued shares may also be used by our Board, consistent with and subject to its fiduciary duties, to deter future attempts to gain control of us or make such actions more expensive and less desirable. The Certificate of Amendment would continue to give our Board authority to issue additional shares from time to time without delay or further action by the stockholders except as may be required by applicable law or regulations. The Certificate of Amendment is not being recommended in response to any specific effort of which we are aware to obtain control of us, nor does our Board have any present intent to use the authorized but unissued common stock to impede a takeover attempt. There are no plans or proposals to adopt other ~~Applicable Laws, as well as~~provisions or enter into any ~~implementing regulations and/~~arrangements that have material anti-takeover effects.

Accounting Consequences

As of the Effective Time, the stated capital attributable to common stock on our balance sheet will be reduced proportionately based on the Reverse Split ratio (including a retroactive adjustment of prior periods), and the additional paid-in capital account will be credited with the amount by which the stated capital is reduced. Reported per share net income or ~~listing standards. For purposes hereof, “~~loss will be higher because there will be fewer shares of our common stock outstanding.

Federal Income Tax Consequences~~Applicable Laws” means~~

The following summary describes certain material U.S. federal income tax consequences of the ~~requirements relating~~Reverse Split to holders of our common stock and preferred stock. This summary addresses the ~~administration~~tax consequences only to a beneficial owner of ~~equity-based awards~~our common stock and preferred stock that is a citizen or ~~equity compensation plans~~individual resident of the United States, a corporation organized in or under the laws of the United States or any state thereof or the District of Columbia or otherwise subject to U.S. federal income taxation on a net income basis in respect of our common stock or preferred stock (a “U.S. holder”). This summary does not address all of the tax consequences that may be relevant to any particular stockholder, including tax considerations that arise from rules of general application to all taxpayers or to certain classes of taxpayers or that are generally assumed to be known by investors. This summary also does not address the tax consequences to persons who may be subject to special treatment under U.S. ~~state corporate laws,~~federal income tax law or persons that do not hold our common stock or preferred stock as “capital assets” (generally, property held for investment). This summary is based on the provisions of the Internal Revenue Code of 1986, as amended, U.S. Treasury regulations, administrative rulings and judicial authority, all as in effect as of the date hereof. Subsequent developments in U.S. federal ~~and state securities laws, the Code, any stock exchange~~income tax law, including changes in law or ~~quotation system on~~differing interpretations, which ~~the Shares are listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are, or will~~may be ~~granted under the Plan.”~~

~~Vote Required~~

~~The approval of these amendments to the 2021 Plan requires the affirmative vote of~~applied retroactively, could have a ~~majority of the votes properly cast. Abstentions will have no~~material effect on the ~~results~~U.S. federal income tax consequences of ~~this vote.~~the Reverse Split.

If a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our common stock or preferred stock , the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. Partnerships that hold our common stock and partners in such partnerships, should consult their own tax advisors regarding the U.S. federal income tax consequences of the Reverse Split.

~~Board Recommendation~~Each stockholder should consult his, her or its own tax advisor regarding the U.S. federal, state, local and foreign income and other tax consequences of the Reverse Split.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS YOU VOTE FOR THE RESOLUTIONS TO (i) APPROVE THE AMENDMENT TO THE 2021 PLAN TO REMOVE THE AUTOMATIC ANNUAL INCREASE IN THE NUMBER OF SHARES OF COMMON STOCK RESERVED FOR ISSUANCE WITH RESPECT TO AWARDS UNDER THE 2021 PLAN AND (ii) ADD A PROVISION FOR THE RECOUPMENT OR CLAWBACK OF AWARDS GRANTED UNDER THE 2021 PLAN.The Reverse Split should be treated as a recapitalization for U.S. federal income tax purposes. Therefore, no gain or loss should be recognized by a U.S. holder upon the Reverse Split. Accordingly, the aggregate tax basis in the common stock or preferred stock received pursuant to the Reverse Split should equal the aggregate tax basis in the common stock surrendered and the holding period for the common stock received should include the holding period for the common stock surrendered.

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PROPOSAL NO. 3 — APPROVAL OF AN AMENDMENT TO THE 2021 STOCK INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK RESERVED FOR ISSUANCE WITH RESPECT TO AWARDS GRANTED UNDER THE 2021 PLAN FROM 608,000 SHARES OF COMMON STOCK TO 1,869,500 SHARES OF COMMON STOCKText of Proposed Certificate of Amendment; Effectiveness

~~Background~~The text of the proposed Certificate of Amendment is set forth in substantially final form in Annex A to this Proxy Statement. If and when effected by our Board, the Certificate of Amendment will become effective upon its filing with the Secretary of State of Delaware.

Vote Required

The ~~stockholders are being asked to approve an amendment to Section 5(b)~~affirmative vote of the ~~2021 Plan to increase the number~~majority of shares of common stock ~~reserved for issuance with respect~~present in person or represented by proxy at the Annual Meeting and entitled to ~~awards granted under~~vote is required to approve the ~~2021 Plan from 608,000 shares of common stock to 1,869,500 shares of common stock.~~

~~We believe strongly that~~Reverse Stock Split Proposal. Abstentions will have no effect on the ~~increase in shares of common stock reserved for issuance with respect to awards granted under the 2021 Plan is essential to our continued success and therefore is in the best interests~~outcome of the Company and our stockholders. Our employees are our most valuable assets. The Committee believes that grants of stock options, restricted stock units, performance-based restricted stock units and other equity awards under the 2021 Plan help create long-term equity participation in the Company and thereby assist us in attracting, retaining, motivating and rewarding employees, directors, and consultants. The Committee also believes that long-term equity compensation is essential to link executive pay to long-term stockholder value creation.vote.

As of March 27, 2023, the Record Date, there are 30,934 shares of common stock available for the grant of awards under the 2021 Plan. As also explained under Proposal No. 2 above, unless the number of issued and outstanding shares of common stock increases significantly by June 16, 2023, the Automatic Annual Stock Increase Provision will not provide us with any additional shares of common stock for awards under the 2021 Plan and we will not be able to grant any additional awards to employees, which could make it difficult for us to retain our current employees and to also attract new highly qualified employees. Our ability to attract and retain qualified directors to serve on our Board is also contingent on our ability to provide them with compensation in the form of equity which is comparable with the equity compensation provided to directors of other public companies in our industry. This cannot be accomplished without an increase in the 608,000 shares of common stock currently available under the 2021 Plan, which have almost been exhausted. We also note that the Board has determined that it is in the best interests of us and our stockholders to seek the approval of our stockholders for any increases in the number of shares of common stock available for the granting of awards under the 2021 Plan, instead of maintaining the Automatic Annual Stock Increase Provision, which has been presented for the approval of our stockholders for removal from the 2021 Plan, under Proposal No. 2 above. Finally, 1,869,500 shares of common stock, which is the number of shares that the Board has approved to be reserved under the 2021 Plan represents approximately 20.7%Recommendation of the ~~9,016,558 shares of common stock issued and outstanding as of March 27, 2023, the Record Date, which the~~ Board ~~has determined reasonable and necessary to properly compensate our employees and directors.~~

The above-described amendment to the 2021 Plan to increase the number of shares of common stock reserved for issuance with respect to awards granted under the 2021 Plan from 608,000 shares of common stock to 1,869,500 shares of common stock was approved by the Board at a special meeting of the Board on March 24, 2023 and will not be effective unless and until it is approved by our stockholders. If our stockholders do not approve the amendment to the 2021 Plan, the amendment will not take effect, but we may continue to grant rights to purchase shares under the 2021 Plan in accordance with the current terms and conditions of the 2021 Plan; ~~provided, however~~, that no awards will be made under the 2021 Plan for an aggregate number of shares of common stock in excess of 608,000 shares, unless and until the stockholders approve an amendment increasing the number of shares of common stock that may be awarded under the 2021 Plan. The Board has determined that it is in the best interests of us and our stockholders that this amendment to the 2021 Plan be approved and is asking our stockholders for their approval of this amendment to the 2021 Plan. The form of Amendment No. 1 to Second Amended and Restated 2021 Stock Incentive Plan, which includes this amendment only is attached as Appendix B to this Proxy Statement.THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE REVERSE STOCK SPLIT PROPOSAL.

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~~Explanation of Amendment~~

~~Section 5(b) of the 2021 Plan currently provides as follows:~~

“(b) Subject to Section 12 of this Plan, the Committee is authorized to grant Awards under this Plan for an aggregate of 608,000 shares of Common Stock; provided that, on each anniversary of the Effective Date thereafter while this Plan is in effect, the number of shares of Common Stock available for the grant of Awards by the Committee shall be adjusted, as applicable, so that the aggregate number of shares of Common Stock available for the grant of Awards under this Plan shall be equal to the greater of (i) the then current number of shares of Common Stock available for the grant of Awards under this Plan and (ii) such number of shares of Common Stock that is equal to 5% of the total number of issued and outstanding shares of Common Stock on such applicable anniversary date. Any adjustments made to the number of shares of Common Stock reserved for Awards under this Plan, pursuant to the provisions of this Section 5(b), shall not reduce the number of shares of Common Stock available hereunder.”

The Board of Directors has authorized and approved an increase in the number of shares reserved for issuance with respect to awards granted under the 2021 Plan from 608,000 shares of common stock to 1,869,500 shares of common stock. In the event that Proposal No. 3 is approved by our stockholders at the Annual Meeting, and not giving any effect to the outcome of the vote on Proposal No. 2 being presented to the stockholders at the Annual Meeting, Section 5(b) of the 2021 Plan will, thereafter, read in its entirety as follows:

“(b) Subject to Section 12 of this Plan, the Committee is authorized to grant Awards under this Plan for an aggregate of 1,869,500 shares of Common Stock; provided that, on each anniversary of the Effective Date thereafter while this Plan is in effect, the number of shares of Common Stock available for the grant of Awards by the Committee shall be adjusted, as applicable, so that the aggregate number of shares of Common Stock available for the grant of Awards under this Plan shall be equal to the greater of (i) the then current number of shares of Common Stock available for the grant of Awards under this Plan and (ii) such number of shares of Common Stock that is equal to 5% of the total number of issued and outstanding shares of Common Stock on such applicable anniversary date. Any adjustments made to the number of shares of Common Stock reserved for Awards under this Plan, pursuant to the provisions of this Section 5(b), shall not reduce the number of shares of Common Stock available hereunder.”

~~Vote Required~~

~~The approval of this amendment to the 2021 Plan requires the affirmative vote of a majority of the votes properly cast. Abstentions will have no effect on the results of this vote.~~

~~Board Recommendation~~

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS YOU VOTE FOR THE RESOLUTION TO APPROVE THE AMENDMENT TO THE 2021 PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK RESERVED FOR ISSUANCE WITH RESPECT TO AWARDS GRANTED UNDER THE 2021 PLAN FROM 608,000 SHARES OF COMMON STOCK TO 1,869,500 SHARES OF COMMON STOCK.

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~~SPECIAL NOTE IN THE EVENT THAT STOCKHOLDERS APPROVE BOTH PROPOSAL NO. 2 AND~~ PROPOSAL NO. 3

~~In the event that stockholders approve both Proposal No. 2 and Proposal No. 3, Section 5(b) of the 2021 Plan will, thereafter, read in its entirety as follows:~~

~~“(b) Subject to Section 12 of this Plan, the Committee is authorized to grant Awards under this Plan for an aggregate of 1,869,500 shares of Common Stock.”~~

~~In the event that stockholders approve both Proposal No. 2 and Proposal No. 3, Section 15 of the 2021 Plan will, thereafter, read in its entirety as follows:~~

~~“15.~~ ~~Right of Repurchase; Right of Recoupment~~.

The Company may exercise its Repurchase Option by tendering to the Participant, or his or her legal representative, or delivering to an escrow account for the benefit of the Participant, or his or legal representative, an amount equal to the price originally paid by the Participant to the Company, subject to adjustment as provided herein, for each share of Common Stock to be repurchased by the Company hereunder. Upon timely exercise of the Repurchase Option in the manner provided in this Section 15(a), the Participant, or his or her legal representative, shall deliver to the Company the stock certificate or certificates representing the shares purchased by the Participant under this Plan, as set forth in (i) and (ii) above, and to be repurchased by the Company hereunder, duly endorsed and free and clear of any and all liens, charges and encumbrances. If the Participant shall fail to deliver such stock certificate or certificates, the Company shall be entitled to instruct its transfer agent to take such action as may be necessary to remove the requisite number of shares of Common Stock registered in the name of the Participant from the books and records of the Company. The Repurchase Option and any right of the Company to payment pursuant to Section 15 hereof shall be a right of the Company in addition to any and all other rights of the Company and remedies available to the Company, whether at law or in equity. Furthermore, upon the Company receiving actual knowledge of the occurrence of any of the events specified in Section 15(b) below, all Awards to acquire Common Stock granted to such Participant shall immediately terminate and shall thereupon not be exercisable to any extent whatsoever. The Board or, in the case of an employee that is not an executive officer, the President may waive or modify the provisions of this Section with respect to any individual Participant, with regard to the facts and circumstances of any particular situation involving a determination under this Section.

~~(b)~~ ~~Triggering Events. The Company shall have the Repurchase Option in the event that any events for Cause shall occur, as determined in good faith by the Board.~~

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~~PROPOSAL NO. 4~~ — ~~APPROVAL OF AMENDMENT TO OUR FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO PERMIT REMOVAL OF DIRECTORS BY STOCKHOLDERS, WITHOUT CAUSE.~~

~~Background~~

~~Section 3.05 of our Second Amended and Restated Bylaws (“Bylaws”) currently provides as follows, with respect to the right of stockholders to remove a director serving on the Board:~~

“~~Section 3.05 Removal.~~ Except as prohibited by applicable law or the Certificate of Incorporation, the stockholders holding a majority of the shares then entitled to vote at an election of directors may remove any director from office with or without cause.”

~~§141(k) of the Delaware General Corporation Law (“DGCL”) provides with respect to the removal of directors of a Delaware corporation as follows:~~

~~“(k)~~

~~Any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except as follows:~~

~~(1)~~

Unless the certificate of incorporation otherwise provides, in the case of a corporation whose board is classified as provided in subsection (d) of this section, stockholders may effect such removal only for cause; or

~~(2)~~

In the case of a corporation having cumulative voting, if less than the entire board is to be removed, no director may be removed without cause if the votes cast against such director’s removal would be sufficient to elect such director if then cumulatively voted at an election of the entire board of directors, or, if there be classes of directors, at an election of the class of directors of which such director is a part.

Whenever the holders of any class or series are entitled to elect 1 or more directors by the certificate of incorporation, this subsection shall apply, in respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole.”

At the 2021 Annual Meeting of Stockholders, stockholders approved our having a classified board as provided in subsection (d) of §141 of the DGCL. As a result, pursuant to the provisions of the DGCL, the directors serving on our Board may only be removed by stockholders holding a majority of the shares then entitled to vote at an election of directors, without cause, if our certificate of incorporation permits for this. In order to correct this so that the stockholders are permitted to remove directors from our classified board, without cause, which the Board has determined is the intent as provided in the Bylaws, and which is more favorable to our stockholders, the Board has authorized and approved an amendment to our Fourth Amended and Restated Certificate of Incorporation permitting stockholders to remove a director, without cause.

This amendment to our Fourth Amended and Restated Certificate of Incorporation was approved by the Board at a special meeting of the Board on March 24, 2023, and will not be effective unless and until it is approved by our stockholders. If our stockholders do not approve the amendment to our Fourth Amended and Restated Certificate of Incorporation, the amendment will not take effect, and we will be required to correct our Bylaws to remove the right of stockholders to remove directors from the Board, without cause. The Board has determined that it is in the best interests of us and our stockholders that this amendment to our Fourth Amended and Restated Certificate of Incorporation be approved and is asking our stockholders for their approval of the amendment to Fourth Amended and Restated Certificate of Incorporation. The form of Amendment No. 1 to Fourth Amended and Restated Certificate of Incorporation, which includes this amendment is attached as Appendix D to this Proxy Statement.

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~~PROPOSAL NO. 5 —~~AUDITOR RATIFICATION ~~OF APPOINTMENT OF INDEPENDENT~~
~~REGISTERED PUBLIC ACCOUNTING FIRM~~PROPOSAL

Appointment of Independent Registered Public Accounting Firm

The audit committee of our Board appoints our independent registered public accounting firm. In this regard, the audit committee evaluates the qualifications, performance and independence of our independent registered public accounting firm and determines whether to re-engage our current firm. As part of its evaluation, the audit committee considers, among other factors, the quality and efficiency of the services provided by the firm, including the performance, technical expertise, industry knowledge and experience of the lead audit partner and the audit team assigned to our account; the overall strength and reputation of the firm; the firm’s capabilities relative to our business; and the firm’s knowledge of our operations. Wolf & Company, P.C. has served as our independent registered public accounting firm since 2014. Neither the accounting firm nor any of its members has any direct or indirect financial interest in or any connection with us in any capacity other than as our auditors and providing audit and permissible non-audit related services. Upon consideration of these and other factors, the audit committee has appointed Wolf & Company, P.C. to serve as our independent registered public accounting firm for the year ending December 31, ~~2023.~~2024. If our stockholders do not ratify the selection, it will be considered as notice to the Board and the audit committee to reconsider its appointment.

Representatives of Wolf & Company, P.C. are expected to attend the Annual Meeting and to have an opportunity to make a statement and be available to respond to appropriate questions from stockholders.

Audit, Audit-Related and All Other Fees

The table below shows the aggregate fees billed for professional services for the audits and audit-related fees of the Company’s annual financial statements included in Form 10-K for the years ended December 31, ~~2022~~2023 and ~~2021,~~202, respectively, by Wolf & Company.

Year Ended December 31,
2022 2021
Audit fees(1) $ 173,000 $ 175,500
Audit-related fees(2) 16,500 127,500
All Other Fees — —
Total fees $ 189,500 $ 303,000

	2023			2022
Audit fees(1)		$	202,525		$	173,000
Audit-Related fees(2)			—			16,500
Total		$	202,525		$	189,500

(1)

This category includes the audit of our annual financial statements, reviews of our financial statements included in our Form 10-Qs and services that are normally provided by our independent registered public accounting firm in connection with its engagements for those fiscal periods.

(2)

This category consists of assurance and related services by our independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit , Audit-Related and All Other Fees.” The services for the fees disclosed under this category include consents regarding equity ~~issuances.~~issuance.

Audit Committee’s Pre-Approval Policies and Procedures

The formal written charter for our audit committee requires that the audit committee pre-approve all auditing services and permitted non-audit services to be performed for us by our independent registered public accounting firm, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the ~~Securities~~ Exchange Act, ~~of 1934, as amended (the “Exchange Act”),~~ which are approved by our audit committee prior to the completion of the audit). Our audit committee may form and delegate authority to subcommittees of our audit committee consisting of one or more members when appropriate, including the authority to grant pre-approvals of audit and permitted non-audit services, provided that decisions of such subcommittee to grant pre-approvals shall be presented to our full audit committee at its next scheduled meeting.

In ~~2022,~~2023, the audit committee adopted policies and procedures for the pre-approval of audit and non-audit services performed by the independent registered public accounting firm pursuant to which the audit committee generally is required to pre-approve the audit and permissible non-audit services performed by the

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Audit Committee Report

A brief description of the principal functions of the audit committee is included in this Proxy Statement under the discussion of “Committees of the Board of Directors — Audit Committee.” Under the audit committee charter, the audit committee is appointed by the Board to assist the Board in monitoring (1) the integrity of the annual, quarterly and other financial statements of the Corporation, (2) the independent registered public accounting firm’s qualifications and independence, (3) the performance of the Corporation’s independent registered public accounting firm and (4) the compliance by the Corporation with legal and regulatory requirements. It also shall review and approve all related-party transactions. There were no related-party transactions in ~~2022~~2023 requiring review and approval.

The audit committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, ~~2022,~~2023, with management of the Corporation. The audit committee has discussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 1301, Communications with audit committees, as adopted by the Public Company Accounting Oversight Board (“PCAOB”). The audit committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the audit committee concerning independence and has discussed with the independent registered public accounting firm its independence. Based on the foregoing, the audit committee has recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K ~~and Amendment No. 1 thereto~~ for the fiscal year ended December 31, ~~2022.~~2023.

Submitted by the Audit Committee of the Board of Directors:

Mr. John L. Brooks III (Chair of the audit committee)
~~Mr. Joseph J. Basile~~
Dr. Steven Gullans
Ms. Theresa L. Mock

Vote Required

The ~~ratification of the appointment of Wolf & Company, P.C. requires the~~ affirmative vote of athe majority of shares of common stock present in person or represented by proxy at the ~~votes properly cast.~~Annual Meeting and entitled to vote is required to approve the Auditor Ratification Proposal. Abstentions will have no effect on the ~~results~~outcome of ~~this~~the vote.

Board Recommendation

~~OUR~~THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE ~~FOR~~“FOR” THE AUDITOR RATIFICATION ~~OF THE APPOINTMENT OF WOLF & COMPANY, P.C. AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2023.~~PROPOSAL.

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DIRECTORS AND OFFICERS

The following is a list of our directors and executive officers as of March 27, ~~2023,~~2024, as well as nominees for Class IIIII Director to be submitted to the vote of our stockholders at the Annual Meeting, along with the specific information required by Rule 14a-3 of the Securities Exchange Act of 1934:

Name	Age	Position
Tracy Curley	6162	Chief Executive ~~Officer,~~Office, Chief Financial Officer, Treasurer and Director ~~Nominee~~
Benjamin Bielak	5455	Chief Information Officer and Secretary
Andrew L. Ross	74	~~Chairman of the Board~~
~~George “Bud” Scholl~~	6375	Director and Chairman of the Board
Steven Gullans	7071	Director
John L. Brooks III	72	~~Director~~
~~Christopher Ianelli~~	56	~~Director~~
~~Jill Mullan~~	58	~~Director~~
~~Joseph J. Basile~~	7073	Director
Theresa L. Mock	5960	Director ~~Nominee~~
Elizabeth A. Graham	54	Director

~~The biographical information concerning the directors and officers listed above is set forth below.~~

Tracy Curley has been serving as our Chief Executive Officer since January 2023, our Chief Financial Officer since August 2020, ~~and~~ as Treasurer since July ~~2021.~~2021 and director since May 2023. Ms. Curley also served as our Interim Chief Executive Officer from September 2022 to January 2023. Ms. Curley is ~~also a nominee to serve as~~ a Class II director and will serve for a three-year term that expires at our 2026 annual meeting of stockholders, or until the election and qualification of her successor in office, subject to ~~the approval of our stockholders at the Annual Meeting.~~an event or death, resignation, or removal. She was a partner at CohnReznick LLP, a national accounting firm, from September 2017 to June 2020. During her time at CohnReznick, LLP, Ms. Curley led the creation and development of an emerging markets commercial audit practice for the firm in their Boston, MA office. Her practice focused on recruiting and providing audit services to private and public emerging growth companies in the technology and life sciences industries. From November 2014 to August 2017, she also served as a partner at Marcum LLP, a national accounting firm. Ms. Curley led the northeast regional high-tech practice for the firm. She focused on expanding the client base to provide a full range of accounting, tax and advisory services for private and public emerging growth companies in high tech industries such as technology, life sciences and advanced manufacturing. From March 2010 to October 2014, Ms. Curley served as a partner at Moody, Famiglietti & Andronico, LLP (“MFA”), a proactive consulting firm in the greater Boston, MA area with national and global reach. During her time at MFA, Ms. Curley led the creation and development of a public company audit practice focused on recruiting and providing audit services to public emerging growth companies. Ms. Curley serves as Past President and a board member of the North Shore Technology Council and as a board member of Project Green Schools. Ms. Curley received her Master of Accountancy and Bachelor of Science in Business Administration with a concentration in accounting from Kansas State University. She also attended the United States Military Academy. She is a certified public accountant licensed in the Commonwealth of Massachusetts. Ms. Curley is well-qualified to serve on the Board due to her extensive experience in operations and finance.

Benjamin Bielak has been serving as our Chief Information Officer since June ~~2018.~~2018 and our secretary since July 2023. He served as the Chief Information Officer at GNS Healthcare (now Aitia), a leading casual machine learning product and services company, from January 2017 to May 2018 and as Director of Academic Technology at Harvard University, from February 2015 to January 2017. Prior to his work at GNS and Harvard, Mr. Bielak was the Chief Information Officer at Dovetail Health, a high-growth product and services company focused on reducing costs through pharmacy-focused interventions, from November 2006 to April 2014. He previously held roles as Manager of Development and Integration at Boston Medical Center and Senior Manager of Technology at Sapient, a global services company, from December 1997 to July 2005. Mr. Bielak holds a Master of Business Administration degree from Bentley University, where his studies focused on change management, and a master’s degree from Boston University in computer science. He maintains two certifications, the College of Healthcare Information Management Executives (CHIME) Certified Healthcare Chief Information

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for ~~almost~~ 50 years. He developed, financed, owned and managed through controlled entities over two dozen start-ups and diverse commercial real estate assets. Since 2010, Mr. Ross has focused on angel and early-stage investments primarily in biotech and collaborative consumption businesses. He has invested in and advised multiple early-stage enterprises as a seed, angel or A-round investor. Mr. Ross served as a director on the board of Q-State Holdings, Inc., from 2013 to February 2020. He currently serves as a director of RallyPoint Networks, Inc.

~~George “Bud” Scholl~~ ~~has been serving as our director since 2014.~~ Mr. ~~Scholl serves as a Class II Director and his current term will expire at the Annual Meeting. Mr. Scholl~~Ross is not a director nominee for election at the Annual Meeting and, therefore, his term as a director will terminate at the time of the Annual Meeting. He has been an entrepreneur for most of his professional life, primarily focused on purchasing and working out distressed assets across a variety of industries and asset types. He has developed and invested in financial, real estate, service and technology companies. Mr. Scholl currently serves as the President and Chief Executive Officer of OneBlood, which was formed in 2012 as a result of a merger he organized when he was Chairman and Chief Executive Officer of the Community Blood Centers of Florida, one of the three largest blood centers in the southeastern United States. Mr. Scholl currently serveswell-qualified to serve on the ~~board of Prothya Biosolutions Belgium B.V. (formally Sanquin Plasma Products B.V.), headquartered~~Board due to his extensive experience in Brussels, Belgium, where he chairs the regulatory committee and OrSense Ltd. headquartered in Tel Aviv, Israel. He also served for four years on the board of HemaCare Corporation until it was acquired by Charles River Laboratories in January 2020. Until September 2021, Mr. Scholl served as the Mayor of the City of Sunny Isles Beach, Florida, where he was elected in 2014 after serving as City Commissioner for 7 years. Mr. Scholl is a graduate of the University of Florida and holds an engineering degree in computer science.investment.

Steven Gullans has been serving as our director since October 2020. Dr. Gullans serves as a Class I Director and his current term will expire at our 2025 annual meeting of stockholders. Dr. Gullans is the CEO of ~~Metis Minds,~~Thynk Inc., a digital health company, which he ~~recently cofounded.~~cofounded since May 2023. From May 2018 to December 2019, he served as President and Chief Executive Officer and Director of Gemphire Therapeutics, until it was acquired by NeuroBo Pharmaceuticals. While at Gemphire, he oversaw activities related to clinical trials, manufacturing, finances, business development, R&D and intellectual property. Prior to Gemphire, he was Managing Director at Excel Venture Management, LLC (“Excel”), a Boston-based venture capital firm which he co-founded, from March 2008 to May 2018. At Excel, he focused on investing in life science technology companies with a particular interest in disruptive platforms that can impact multiple industries. Prior to Excel, Dr. Gullans co-founded RxGen, Inc., a pharmaceutical services company, where he also served as Chief Executive Officer and a director from February 2004 to February 2008. Prior to that, he was the Chief Scientific Officer of US Genomics, Inc., a company that developed technology to analyze DNA for pathogen detection, from November 2002 to January 2004. Dr. Gullans currently serves as a director at Orionis Biosciences, Navigation Sciences, Alexis Bio and ~~Metis Minds.~~Thynk Inc. He was previously a board member of Activate Networks, Inc. which was acquired by Decision Resource Group, nanoMR Inc., which was acquired by DNA Electronics Ltd, Tetraphase Pharmaceuticals, Inc. which went public in 2013, and Molecular Templates, Inc. which was merged into a public entity in 2017, BioTrove which was acquired by Agilent, and NeuroBo Pharmaceuticals. Dr. Gullans was a faculty member at Harvard Medical School and Brigham and Women’s Hospital for almost 20 years. Dr. Gullans holds a B.S. from Union College and a Ph.D. from Duke University. Dr. Gullans is well-qualified to serve on the Board due to his extensive experience in biopharmaceutical industries and his expertise in medical and pharmaceutical research.

John L. Brooks III has been serving as our director since June 2021. Mr. Brooks serves as a Class II Director and his current term will expire at ~~the Annual Meeting. Mr. Brooks is a nominee to continue to serve as a Class II Director, subject to the approval~~our 2026 annual meeting of ~~our stockholders at the Annual Meeting.~~stockholders. He currently serves as a director of Hemoshear Therapeutics since November 2008, Noxilizer since March 2009, Hygieia since June 2016, Theromics since February 2021, ~~and~~ AltrixBio since December ~~2021. He served as the chairman of Thermalin, Inc. from January 2009 to December 2021.~~2021, Basys.ai since 2022, Alertgy since 2023, Sharp Tx since 2023, and Senscio since 2024. Mr. Brooks was the President of the NTT division of L-Nutra Inc., a company focused on nutrition and fasting mimicking technologies from March 2021 to May 2022. In January 2012, Mr. Brooks founded Ammonett Pharma and continues to serve on its board of directors since then. He is also a co-founder of Rocky Mountain Biphasic and serves as a director since

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April 2022. He has also served as the managing director of Healthcare Capital LLC since February 2007. Previously, Mr. Brooks served as the Chief Executive Officer, President and a director of NeuroBo Pharmaceuticals, Inc. from March 2018 to December 2019 and as the chairman of Cellnovo, Ltd. from 2012 to December 2019. Mr. Brooks is also involved with several non-profit organizations. He currently serves as the Chief Executive Officer and President of Worldwide Network for Innovation in Clinical Education and Research (WNICER) since January 2019 and serves as a director of T1D Exchange since March 2020, the ADA New England Chapter since January 2015, The Diabetes Link since January 2010, and the University of Massachusetts Amherst Foundation since January 2012. Mr. Brooks received his BBA and MSBA in Accounting from the University of Massachusetts Amherst.

~~Christopher Ianelli~~ served as Chief Executive Officer and President of iSpecimen from July 2009 until September 2022, and has served as a director since July 2009. Dr. Ianelli serves as a Class III Director and his current term will expire at our 2024 annual meeting of stockholders. Dr. Ianelli was a co-founder of and served as Chief Executive Officer of Abkine Pharmaceuticals, Inc., a development stage biopharmaceutical company pioneering innovative approaches to treatment of inflammatory and autoimmune diseases based on disruption of interleukin-16 signaling and chemoattraction from November 2009 to December 2011. Prior to that, Dr. Ianelli served as a Managing Director at Leerink Swann (presently SVB Leerink), a leading healthcare and life science investment bank, where he managed the expansion and delivery of specialized research services and directed strategy to develop new healthcare data and information assets for the firm from August 2003 to March 2008. From 2000 to 2003, Dr. Ianelli was a co-founder and Managing Director of Boston Medical & Scientific Advisors LLC, a specialty healthcare investment research firm ultimately acquired by Leerink. Dr. Ianelli received his Bachelor of Science degree in Biological Sciences from University of Lowell and both his Ph.D. in Immunology and his M.D. from Tufts University. He completed his residency training, including a year as Chief Resident, in Pathology at Brigham & Women’s Hospital and Harvard Medical School. He Mr. Brooks is well-qualified to serve on ~~our~~the Board due to his ~~extensive experience in operations of biopharmaceutical and technology companies and his~~ expertise in ~~medicine,~~ healthcare and life sciences.

~~Jill Mullan~~Theresa L. Mock has been serving as aour director since ~~October 2014, and previously served as our Chief Operating Officer from August 2013 to October 2022, and Secretary from November 2012 to October 2022.~~May 2023. Ms. ~~Mullan~~Mock serves as a Class II Director and her current term will expire at the Annual Meeting of stockholders. Ms. Mullan is not a director nominee for election at the Annual Meeting and, therefore, her term as a director will terminate at the time of the Annual Meeting. She joined the Company in 2010 as the Vice President of Marketing. She was a marketing/strategy consultant at AppNeta, a computer software company, from 2008 to 2010. From 2003 to 2008, she was a marketing and business strategy consultant to various technology-based companies including EMC and Planon Software. From 2000 to 2003, Ms. Mullan was on the founding team and Director of Marketing at Storigen Systems, a provider of distributed storage networks, where she built and ran the company’s product marketing, communications, and public relations organization; developed the company’s brand identity and launched several successful products. She was also employed at Avid Technology from 1996 to 2000, most recently as a Director of Product Marketing and Management with product responsibility for Avid’s editing product line. Prior to that, Ms. Mullan worked in product management and engineering roles at IBM, MIPS Computer Systems, and Hewlett Packard. Ms. Mullan formerly served as treasurer and board member of the Westford Education Foundation. She graduated with distinction from Cornell University with a Bachelor of Science in electrical engineering and received a Master of Business Administration from Stanford University with a focus on entrepreneurship and marketing. She is well-qualified to serve on our ~~Board due to her extensive experience in operations, strategy, marketing, product, and business development in technology-based companies.~~

~~Joseph J. Basile~~ ~~has been serving as our director since November 2022. Mr. Basile serves as a Class III Director and his current term will expire at our 2024~~2026 annual meeting of stockholders. Mr. Basile has an extensive body of work with companies and investors in cross-border and domestic mergers, acquisitions, divestitures, financial restructurings, control and minority investments, joint ventures and strategic alliances in North America, Europe, Asia and Latin America. He has been serving as founder and managing director of Pari Passu M&A Mediation, LLC, an alternative dispute resolution firm, since July 2022, and as a Senior Advisor of Hogan Lovells US LLP, a global law firm, since July 2022. He is also a member of each of the Board of Directors, Executive Committee, and Health Care Task Force of Massachusetts Business Roundtable. Previously, Mr. Basile was a Partner and Co-chair of the Mergers & Acquisitions practice group

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and advertising agencies. ~~Prior to that, Ms. Mock served in~~She previously held senior management roles in global ~~marketing~~software and ~~strategy~~technology companies at Deltek ~~an enterprise software company~~ from November 2011 to December 2014, and OpSec Security ~~a brand protection technology company~~ from June 2007 to October 2011. Ms. Mock served as a ~~member of the~~ board ~~of directors of~~director at G3 VRM Acquisition Corp. (NASDAQ: GGGV)~~, and was on the Audit Committee and the Compensation Committee~~ from April 2021 to July 2022. ~~In her involvement with non-profit organizations, Ms. Mock has served~~She currently serves on the ~~board of The Boston Club since January 2017. She has also served on the board~~non-profit boards of the Boston Chinatown Neighborhood Center since January 2018, ~~including the Executive Committee, Clerk,~~ and ~~Chair of the Finance Committee.~~The Boston Club since January 2017. Ms. Mock received her BS and MS in Chemical Engineering from the Massachusetts Institute of Technology, and her MBA from the MIT Sloan School of Management. Ms. Mock is well-qualified to serve on the Board due to her extensive management experience in the software and technology industries.

Elizabeth A. Graham has been serving as our director since March 21, 2024. Ms. Graham has extensive experience in advising and investing in early-stage technology companies. Currently, she also serves on the board of MassChallenge, a global startup accelerator since September 2023 and on the advisory board of the Rappaport Institute for Greater Boston at the Harvard Kennedy School since March 2023. Previously, from December 2020 to March 2024, Ms. Graham served as the Chief Operating Officer at Indigo Ag. Inc., a sustainable agriculture technology company. From March 2022 to August 2023, Ms. Graham served as the director and the chair or member of Compensation Committee, Nominating and Governance Committee, and Audit Committee, of Starry Holdings Group, Inc., an internet service company. Prior to that, she was the president of Notarize, Inc., a remote online notarization company, from January 2020 to May 2020, where she initially joined as the Chief Operating Officer in January 2019. She also served as the Vice President of Global Sales and Service at Wayfair LLC, a global e-commerce home furnishings company, from May 2015 to December 2018. Prior to her roles in the technology industry, Ms. Graham had approximately thirteen years of experience in the cable and telecommunications industry. Ms. Graham holds an A.B. from Harvard College, an M.St. from the University of Oxford, England, and a J.D. from Harvard Law School. Ms. Graham is well-qualified to serve on the Board due to her extensive management experience in ecommerce, developing marketplaces, and scaling technology companies.

Family Relationships

There are no family relationships among any of our executive officers or directors.

Composition of our Board of Directors

Our Board ~~of Directors~~ currently consists of ~~seven~~six directors. Our ~~certificate~~Fourth Amended and Restated Certificate of ~~incorporation,~~Incorporation, as amended, and ~~bylaws,~~Bylaws, as amended, provide that our Board ~~of Directors~~ can consist of ~~not less than three~~any number of directors ~~nor more than nine directors.~~as voted on and approved by the Board. Our Board ~~of Directors~~ is divided into three classes, designated as Class I, Class II and Class III ~~Directors,~~directors, with only one class of directors being elected in each year and each class serving a three-year term. The term of office of the Class I ~~Directors,~~directors, consisting of Messrs. Ross and Gullans, will expire at our 2025 Annual Meeting. The term of office of the Class II ~~Directors,~~directors, consisting of ~~Messrs.~~Mr. Brooks, ~~and Scholl~~Ms. Curley and Ms. ~~Mullan,~~Mock, will expire at ~~the~~our 2026 Annual Meeting. The term of office of the Class III ~~Directors,~~directors, consisting of ~~Dr. Ianelli and Mr. Basile,~~Ms. Graham, will expire at our 2024 annual meeting of stockholders. If the director nominees presented at the Annual Meeting are elected, the Class II Directors, immediately following the Annual Meeting will be Ms. Curley, Mr. Brooks and Ms. Mock, each of whom shall serve until the 20262027 Annual Meeting. When considering whether directors have the experience, qualifications, attributes or skills, taken as a whole, to enable our Board ~~of Directors~~ to satisfy its oversight responsibilities effectively in light of our business and structure, the Board ~~of Directors~~ focuses primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth above. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business.

Director Qualifications

Tracy Curley – The Board believes that Ms. Curley is well-qualified to serve on the Board due to her extensive experience in operations and finance.

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John L. Brooks III – The Board believes Mr. Brooks is well-qualified to serve on the Board due to his expertise in healthcare and life sciences.

~~Christopher Ianelli~~Theresa L. Mock – The Board believes that Dr. Ianelli is well-qualified to serve on the Board due to his extensive experience in operations of biopharmaceutical companies and his expertise in medicine, healthcare and life science.

~~Joseph Basile –~~ The Board believes that Mr. Basile is well-qualified to serve on the Board due to his extensive experience in a wide range of complex corporate matters, his ability to function well in circumstances involving high stress and ambiguity, and his track record in successfully leading teams and in achieving consensus among individuals holding diverse views.

~~Theresa L. Mock~~ – The Board believes that Ms. Mock is well-qualified to serve on the Board due to her extensive management experience in the software and technology industries.

Elizabeth A. Graham – The Board believes that Ms. Graham is well-qualified to serve on the Board due to her extensive management experience in ecommerce, developing marketplaces, and scaling technology companies.

Board Diversity Matrix

The following Board Diversity Matrix presents our Board diversity statistics in accordance with Nasdaq Rule 5606, as self-disclosed by our directors.

Board Diversity Matrix (as of March 27, 2023)					Board Diversity Matrix (as of March 27, 2023)
Part I: Gender Identity	Male	Female	Non-Binary	Did Not Disclose Gender	Part I: Gender Identity	Male	Female	Non-Binary	Did Not Disclose Gender
Directors (7 total)	6	1	-	-	Directors (6 total)	3	3	—	—
Part II: Demographic Background	Male	Female	Non-Binary	Did Not Disclose Gender	Part II: Demographic Background	Male	Female	Non-Binary	Did Not Disclose Gender
African American or Black	-	-	-	-	African American or Black	-	-	-	-
Alaskan Native or American Indian	-	-	-	-	Alaskan Native or American Indian	-	-	-	-
Asian	-	-	-	-	Asian	-	1	-	-
Hispanic, Latino or Latina	-	-	-	-	Hispanic, Latino or Latina	-	-	-	-
Native Hawaiian or Pacific Islander	-	-	-	-	Native Hawaiian or Pacific Islander	-	-	-	-
White	6	1	-	-	White	3	2	-	-
Two or More Races or Ethnicities	-	-	-	-	Two or More Races or Ethnicities	-	-	-	-
LGBTQ+	-				LGBTQ+	-
Undisclosed	-				Undisclosed	-

Director Independence

As our common stock is listed on the Nasdaq Capital Market, our determination of the independence of directors is made using the definition of “independent director” contained in Nasdaq Listing Rule 5605(a)(2). Our board of directors has affirmatively determined that each of Mr. Ross, Dr. Gullans, Mr. Brooks, ~~Mr. Scholl~~Ms. Mock and ~~Mr. Basile~~Ms. Graham are “independent directors,” as that term is defined in the Nasdaq rules. Under the Nasdaq rules, our Board must be composed of a majority of “independent directors.~~” Our Board of Directors has also determined that if Ms. Mock is elected to serve on the Board of Directors, she will also be an~~

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Board Leadership Structure and Board’s Role in Risk Oversight

Andrew L. Ross is our Chairman of the Board. The Chairman has authority, among other things, to preside over and set the agenda for Board meetings. Accordingly, the Chairman has substantial ability to shape the work of our Board. We believe that the presence of ~~four~~five independent members of our Board ensures appropriate oversight by the Board of our business and affairs. However, no single leadership model is right for all companies and at all times. The Board recognizes that depending on the circumstances, other leadership models, such as the appointment of a lead independent director, might be appropriate. Accordingly, the Board may periodically review its leadership structure. In addition, the Board holds executive sessions in which only independent directors are present.

Our Board is generally responsible for the oversight of corporate risk in its review and deliberations relating to our activities. Our principal source of risk falls into two categories, financial and product commercialization.

Our audit committee oversees the management of financial risks; our Board regularly reviews information regarding our cash position, liquidity and operations, as well as the risks associated with each. The Board regularly reviews plans, results and potential risks related to our product offerings, growth, and strategies. Our compensation committee oversees risk management as it relates to our compensation plans, policies and practices for all employees including executives and directors, particularly whether our compensation programs may create incentives for our employees to take excessive or inappropriate risks which could have a material adverse effect on our company.

Committees of Our Board of Directors

Our Board of Directors directs the management of our business and affairs, as provided by Delaware law, and conducts its business through meetings of the Board of Directors and standing committees. We have a standing audit committee, compensation committee, and nominating and corporate governance committee. In addition, from time to time, special committees may be established under the direction of the Board of Directors when necessary to address specific issues.

Audit Committee

We have established an audit committee of the Board of Directors. Mr. Brooks, Dr. Gullans ~~Mr. Brooks~~ and ~~Mr. Basile~~Ms. Mock currently serve as members of our audit committee, and Mr. Brooks chairs the audit committee. We expect that Dr. Gullans, Mr. Brooks ~~(provided that he is elected to continue as a director at the Annual Meeting)~~ and ~~Mr. Basile,~~Ms. Mock will each continue as members of the audit committee after the Annual ~~Meeting,~~Meeting. Each member of the audit committee is financially literate, and our Board of Directors has determined that Mr. Brooks qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.

We have adopted an audit committee charter that is available to stockholders on the Corporation’s website at https://investors.ispecimen.com/governance-documents, which details the principal functions of the audit committee, including:

➢

reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the Board whether the audited financial statements should be included in our Form 10-K;

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➢

inquiring and discussing with management our compliance with applicable laws and regulations;

➢

pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed;

➢

appointing or replacing the independent auditor;

➢

determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

➢

establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and

➢

approving reimbursement of expenses incurred by our management team in identifying potential target businesses.

The Board of Directors reviews the Nasdaq listing standards definition of independence for audit committee members on an annual basis and has determined that all current members of our audit committee are independent (as independence is currently defined in Rule 5605(c)(2)(A)(i) and (ii) of the Nasdaq listing standards).

The Board of Directors has also determined that Mr. Brooks qualifies as an “audit committee financial expert,” as defined in applicable SEC rules. The Board made a qualitative assessment of Mr. Brooks’ level of knowledge and experience based on a number of factors, including his formal education and experience.

Compensation Committee

We have established a compensation committee of the Board of Directors. ~~Messrs.~~Dr. Gullans, Mr. Brooks and ~~Scholl and Dr. Gullans~~Ms. Mock currently serve as members of our compensation committee. Dr. Gullans chairs the compensation committee. ~~Provided~~We expect that Dr. Gullans, Mr. Brooks ~~is elected to continue as a director at the Annual Meeting,~~ and Ms. Mock ~~is elected to the Board at the Annual Meeting, we expect Ms. Mock to replace Mr. Scholl as member of our compensation committee and that Dr. Gullans and Mr. Brooks~~ will each continue ~~to serve~~ as members of the compensation committee after the Annual Meeting.

We have adopted a compensation committee charter that is available to stockholders on the Company’s website at https://investors.ispecimen.com/governance-documents, which details the principal functions of the compensation committee, including:

➢

reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

➢

reviewing and approving the compensation of all our other executive officers;

➢

reviewing our executive compensation policies and plans;

➢

implementing and administering our incentive compensation equity-based remuneration plans;

➢

assisting management in complying with our proxy statement and annual report disclosure requirements;

➢

approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

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combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination.

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Nominating and Corporate Governance Committee

We have established a nominating and corporate governance committee of the Board of Directors. ~~Mr. Scholl~~Ms. Mock, Dr. Gullans and ~~Mr. Basile~~Ms. Graham currently serve as members of our nominating and corporate governance committee. ~~Mr. Scholl~~Ms. Mock chairs the nominating and corporate governance committee. We expect ~~Mr. Basile~~that Ms. Mock, Dr. Gullans and Ms. Graham (provided that she is elected to ~~replace Mr. Scholl~~continue as a ~~member~~director at the Annual Meeting) will each continue as members of ~~our~~the nominating and corporate governance ~~committee.~~committee after the Annual Meeting

We have adopted a nominating and corporate governance committee charter that is available to stockholders on the Corporation’s website at https://investors.ispecimen.com/governance-documents, which details the principal functions of the nominating and corporate governance committee, and which provides that persons to be nominated to serve as directors:

➢

should have demonstrated notable or significant achievements in business, education or public service;

➢

should possess the requisite intelligence, education and experience to make a significant contribution to the Board of Directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and

➢

should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the stockholders.

The nominating and corporate governance committee will consider several qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the Board of Directors. The nominating and corporate governance committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The nominating and corporate governance committee does not distinguish between nominees recommended by stockholders and other persons.

Board and Board Committee Meetings and Attendance

During ~~fiscal 2022,~~the year ended December 31, 2023, our Board met 21 times, the audit committee of the Board met ~~five~~5 times, the compensation committee of the Board met ~~eight~~2 times and the nominating and corporate governance committee of the Board met ~~three~~3 times. ~~In fiscal 2022,~~During the year ended December 31, 2023, each director ~~other than Joseph Basile,~~ attended at least 75% of the meetings of the Board, while serving as a director. ~~In fiscal 2022,~~During the year ended December 31, 2023, each director attended at least 75% of all meetings of committees of the Board on which he or she served. ~~Mr. Basile,~~Ms. Graham, whose service on the Board began ~~on November 28, 2022,~~in March 2024, did not attend ~~the one meeting of the Board~~any meetings held ~~during his service on the Board~~ in ~~2022.~~2023.

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Director Attendance at Annual Meeting of Stockholders

We do not have a formal policy regarding the attendance of our Board members at our annual meetings of stockholders, but we expect all directors to make every effort to attend any meeting of stockholders.

Compensation Committee Interlocks and Insider Participation

None of the members of our compensation committee is or has been an officer or employee of our Company. None of our executive officers currently serves, or in the past year has served, as a member of the compensation committee (or other board committee performing equivalent functions) of any entity that has one or more of its executive officers serving on our Board of Directors or compensation committee. See the section titled “Certain Relationships and Related Transactions, and Director Independence” for information about related party transactions involving members of our compensation committee or their affiliates.

Code of Business Conduct and Ethics

We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the code is available on our website at https://investors.ispecimen.com/governance-documents. In addition, we post on our website all disclosures that are required by law or the Nasdaq listing standards concerning any amendments to, or waivers from, any provision of the code. The information contained on, or that can be accessed through, our website is not part of our Proxy Statement, and the inclusion of our website address in this Proxy Statement is an inactive textual reference only.

Communications with the Board

Any stockholder or any other interested party who desires to communicate with our Board of Directors, our non-management directors, or any specified individual director, may do so by directing such correspondence to the attention of the Secretary, iSpecimen Inc., 450 Bedford Street, Lexington, MA 02420. The Secretary will forward the communication to the appropriate director or directors as appropriate.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and holders of more than 10% of the Company’s common stock to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company.

To our knowledge, based solely on a review of copies of Forms 3, 4 and 5 and any amendments thereto filed with the SEC and stockholder reports from our transfer agent and written representations that no other reports were required, during the fiscal year ended December 31, ~~2022,~~2023, our officers, directors and 10% or more stockholders complied with all Section 16(a) filing requirements applicable to them except that: (i) Dr. Gullans filed a Form 5 on February 11, 2023 to report a delinquent Form 4 filing with respect to one transaction occurring on October 1, 2022; (ii) Mr. Brooks filed a Form 5 on February 10, 2023 to report a delinquent Form 4 filing with respect to one transaction occurring on October 1, 2022; (iii) Mr. Scholl filed a Form 5 on February 10, 2023 to report a delinquent Form 4 filing with respect to one transaction occurring on October 1, 2022; (iv) Mr. Ross filed a Form 5 on February 10, 2023 to report a delinquent Form 4 filing with respect to one transaction occurring on October 1, 2022; and (v) Ms. Lawrence, who resigned as a director of the Company as of November 15, 2022, filed a Form 5 on February 10, 2023 to report a delinquent Form 4 filing with respect to one transaction occurring on October 1, 2022.them.

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EXECUTIVE COMPENSATION

The following discussion of compensation arrangements should be read with the compensation tables and related disclosures set forth below. This discussion contains forward-looking statements that are based on our current plans and expectations regarding future compensation programs. Actual compensation programs that we adopt may differ materially from the programs summarized in this discussion.

The discussion below includes a review of our compensation decisions with respect to fiscal years ~~2022~~2023 and ~~2021~~2022 for our “named executive officers,” or NEOs, namely our principal executive officer, ~~and~~ our ~~three~~two other most highly compensated executive ~~officers.~~officers and two additional persons for whom disclosure would have been provided but for the fact that they were not serving as our executive officers as of December 31, 2023.

In 2023 and 2022, we compensated our NEOs through base salary, as described below. Our officers are also eligible for the standard benefits programs we offer all employees.

Summary Compensation Table

The following table sets forth information regarding compensation awarded to, earned by or paid to each of our named executive officers for fiscal years ~~2022~~2023 and ~~2021.~~2022.

Name and Principal Position Year
Salary
($)

Bonus
($)

Stock
awards
($)

Option
awards
($)(1)

All other
compensation
($)

Total
($)

Tracy Curley(2) 2022 $ 313,385 $ — $ — $ 77,000(6) $ — $ 390,385
Chief Executive Officer, Chief Financial Officer and Treasurer 2021 $ 282,999 $ 84,000 $ 240,153 $ — $ — $ 607,152
Benjamin Bielak 2022 $ 301,938 $ 6,000(5) $ — $ 23,100(7) $ — $ 331,038
Chief Information Officer 2021 $ 250,000 $ 84,000 $ 300,193 $ — $ — $ 634,193
Christopher Ianelli(3) 2022 $ 351,346 $ 12,000(5) $ — $ — $ 2,956 $ 366,302
Former Chief Executive Officer, Former President and Director 2021 $ 300,000 $ 140,000 $ 330,213 $ — $ — $ 770,213
Jill Mullan(4) 2022 $ 328,750 $ 20,000(5) $ — $ — $ — $ 348,750
Former Chief Operating Officer, Former Secretary and Director 2021 $ 277,500 $ 113,750 $ 330,213 $ — $ — $ 721,463

Name and Principal Position	Year		Salary ($)			Bonus ($)			Stock awards ($)			Option awards ($)(1)			All other compensation ($)			Total ($)
Tracy Curley(2)		2023		$	350,000		$	87,500		$	—		$	—		$	—		$	437,500
Chief Executive Officer, Chief Financial Officer, Treasurer and Director		2022		$	313,385		$	—		$	—		$	77,000(4)		$	—		$	390,385
Benjamin Bielak		2023		$	326,000		$	65,200		$	—		$	—		$	—		$	391,200
Chief Information Officer		2022		$	301,938		$	6,000(3)		$	—		$	23,100(5)		$	—		$	331,038

(1)

The amounts reported in the “Option awards” column reflect the aggregate fair value of stock-based compensation awarded during the year computed in accordance with the provisions of FASB ASC Topic 718. See Note 1011 to our financial statements ~~appearing at the end of~~included in this ~~prospectus~~Annual Report regarding assumptions underlying the valuation of equity awards.

(2)

Tracy Curley has been serving as our Chief Financial Officer since August 2020, ~~and~~ Treasurer since July ~~2021.~~2021 and director since May 2023. She became the Interim Chief Executive Officer on September 21, 2022 and was appointed as the Company’s full-time Chief Executive Officer on January 9, 2023.

(3)

Dr. Ianelli’s positions as Chief Executive Officer and President of the Company were terminated, by the mutual agreement of the Company and D. Ianelli on September 21, 2022. He still serves on the board as a director.

~~(4)~~

~~Ms. Mullan vacated her positions as Chief Operating Officer and Secretary of the Company on October 24, 2022. She still serves on the board as a director.~~

~~(5)~~

~~The bonus~~Bonus paid in 2022 was ~~earned~~paid as compensation for the executive officer’s satisfaction of certain performance objectives in 2021.

~~(6)~~(4)

Represents the fair value of 100,000 options granted to ~~Trach~~Tracy Curley on November 1, 2022.

~~(7)~~(5)

Represents the fair value of 30,000 options granted to Benjamin Bielak on November 1, 2022.

Outstanding Equity Awards at Fiscal Year End

The following table sets forth information regarding all outstanding stock options and restricted stock held by each of our named executive officers as of December 31, 2023:

	Option Awards								Stock awards
Name	Number of securities underlying unexercised options (#) exercisable		Number of securities underlying unexercised options (#) unexercisable		Option exercise price ($)			Option expiration date	Number of shares of units of stock that have not vested (#)	Market value of shares of units of stock that have not vested ($)(3)
Tracy Curley		41,664		58,336		$	1.61	October 31, 2032	15,152(1)		$	7,576
Benjamin Bielak		12,500		17,500		$	1.61	October 31, 2032	18,940(2)		$	9,470
Benjamin Bielak		4,396		—		$	1.00	July 27, 2028	—			—
Benjamin Bielak		1,409		—		$	1.00	April 26, 2029	—			—

(1)

Represents the unvested portion of the 37,879 RSUs granted on June 21, 2021, which is to vest in equal installments on the first five anniversaries of the grant date, subject to the executive’s continued service through each applicable vesting date.

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entered into Amendment No. 1 the Curley Amended Employment Agreement making a immaterial change in the vesting dates of equity awards granted to her and on March 27, 2023, we entered into Amendment No. 2 to the Curley Amended Employment Agreement (collectively, with the First Amended and Restated Executive Employment Agreement, the “Curley Amended Employment Agreement”) providing that she would serve as a director if requested by the Board and that her service as a director would be terminated upon her termination as Chief Executive Officer, unless otherwise agreed to by the Board. On January 9, 2023, the Board appointed Ms. Curley as our full-time Chief Executive Officer.

Under the terms of the Curley Amended Employment Agreement, Ms. Curley is paid an annual ~~Base Salary (“Base Salary”)~~base salary of $350,000, which was applied retroactively from June 21, 2022. Additionally, Ms. Curley is eligible for an annual discretionary bonus, solely within the determination of the Board, with a target of 50% of her then current ~~base salary,~~Base Salary, based on the Company’s overall performance and her achieving certain measures described in the Curley Amended Employment Agreement (the “Curley Target Bonus”). The Curley Target Bonus for fiscal year 2022 was $87,500, based on a pro-rated target of 25% of her Base ~~Salary.~~Salary

In addition to the ~~Base Salary~~base salary and Curley Target Bonus described above, Ms. Curley was awarded stock options (“Options”) for a term of 10 years and exercisable for up to 100,000 shares of common stock, under our Amended and Restated 2021 Equity Incentive Plan, as amended (the “2021 Plan”), at an exercise price equal to $1.61 per share. These Options vest over four years, vesting with respect to 25,000 shares of common stock on June 21, 2023 and for 2,083 shares of common stock monthly thereafter, until fully vested, subject to Ms. Curley continuing to be employed by the Company on each applicable vesting date. The Options also fully vest upon a Change of Control (as such term is defined in the 2021 Plan), as more fully described in the Curley Amended Employment Agreement. Furthermore, if Ms. Curley retires from the Company at or after the age of 66, all unvested equity awards she possesses, upon such retirement, will automatically vest.

The Curley Amended Employment Agreement may be terminated either by the Company or Ms. Curley, with the following termination provisions. If the Company terminates the Curley Amended Employment Agreement for just cause (as such term is defined in the Curley Amended Employment Agreement) or if Ms. Curley terminates the Curley Amended Employment Agreement by giving 30 days’ advance notice (other than for Good Reason (as such term is defined in the Curley Amended Employment Agreement)), Ms. Curley will be entitled to (i) earned but unpaid salary and earned but unpaid bonus through the termination date, (ii) COBRA benefits for up to the applicable statutory period with premium payments made by Ms. Curley, and (iii) other payments which may be required by law (the “Standard Termination Benefits”). If Ms. Curley terminates the Curley Amended Employment Agreement for Good Reason or the Company terminates the Curley Amended Employment Agreement without just cause, Ms. Curley is entitled to, in addition to the Standard Termination Benefits, (x) severance equal to 18 months of her then Base Salary (which will be reduced to 12 months of her then Base Salary, if such termination occurs more than one year after the Company appoints a new Chief Executive Officer and Ms. Curley no longer serves as Interim Chief Executive Officer) and (y) COBRA benefits for the period during which she receives severance payments, with the Company providing Ms. Curley with continuation coverage upon the same terms and conditions as if she were still an active employee of the Company. Such severance payments will be made in bi-weekly installments and Ms. Curley’s right to receive such payments is conditioned upon her executing and delivering to the Company a customary general release. In the event of a Change of Control (as such term is defined in the Curley Amended Employment Agreement), and a termination of Ms. Curley’s employment without just cause

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Benjamin Bielak

We entered into an employment agreement with Mr. Bielak, effective as of June 21, 2021, which, by its terms, was to expire on June 21, 2022, but was extended until July 29, 2022. We subsequently entered into a First Amended and Restated Executive Employment Agreement with Mr. Bielak on October 24, 2022 (the “Bielak Amended Employment Agreement”), continuing his employment as our Chief Information Officer until such date as his employment is either terminated by the Company or Mr. Bielak, as provided under the terms of the Bielak Amended Employment Agreement, and described in further detail below, or earlier terminated upon his death or disability.

Under the terms of the Bielak Amended Employment Agreement, Mr. Bielak is paid an annual Base Salary of $326,000, which was applied retroactively from June 21, 2022. Additionally, Mr. Bielak is eligible for an annual discretionary bonus, solely within the determination of the Board, with a target of 40% of his then current Base Salary, based on the Company’s overall performance and his achieving certain measures described in the Bielak Amended Employment Agreement (the “Bielak Target Bonus”). The Bielak Target Bonus for fiscal year 2022 was $65,200 based on a pro-rated target of 20% of his Base Salary.

In addition to the Base Salary and Bielak Target Bonus described above, Mr. Bielak was awarded Options for a term of 10 years and exercisable for up to 30,000 shares of common stock, under the 2021 Plan, at an exercise price of $1.61 per share. These Options vest over four years, vesting with respect to 7,500 shares on June 21, 2023 and for 625 shares of common stock monthly thereafter, until fully vested, subject to Mr. Bielak continuing to be employed by the Company on each applicable vesting date.

The Bielak Amended Employment Agreement may be terminated either by the Company or Mr. Bielak, with the following termination provisions. If the Company terminates the Bielak Amended Employment Agreement for just cause (as such term is defined in the Bielak Amended Employment Agreement”) or if Mr. Bielak terminates the Bielak Amended Employment Agreement by giving 30 days’ advance notice (other than for Good Reason (as such term is defined in the Bielak Amended Employment Agreement)), Mr. Bielak will be entitled to the Standard Termination Benefits. If Mr. Bielak terminates the Bielak Amended Employment Agreement for Good Reason or the Company terminates the Bielak Amended Employment Agreement without just cause, Mr. Bielak is entitled to, in addition to the Standard Termination Benefits, (x) severance equal to 12 months of his then Base Salary, (y) a bonus payment equal to 40% of his then Base Salary, pro-rated based on the number of days Mr. Bielak was employed during the year of termination of his employment and (z) COBRA benefits for the period during which he receives severance payments, with the Company providing Mr. Bielak with continuation coverage upon the same terms and conditions as if he were still an active employee of the Company. Such severance payments will be made in bi-weekly installments and Mr. Bielak’s right to receive such payments is conditioned upon his executing and delivering to the Company a customary general release.

The Bielak Amended Employment Agreement also contains customary noncompetition and non-solicitation covenants, provisions regarding the protection of confidential information and commitments to assign to use any inventions developed during Mr. Bielak’s employment, which are contained in a separate First Restated Noncompetition, Nonsolicitation, Nondisclosure and Inventions Agreement between Mr. Bielak and the Company, also dated October 24, 2022.

~~Separation Agreements~~

~~Christopher Ianelli~~

On October 24, 2022, we entered into Separation Agreement with Dr. Ianelli (the “Ianelli Separation Agreement”), in connection with his termination as our Chief Executive Officer and President. Under the terms of the Ianelli Separation Agreement, Dr. Ianelli was paid all accrued salary earned through October 24, 2022 (the “Ianelli Separation Date”). Dr. Ianelli is also receiving the following additional benefits under the terms of the Ianelli Separation Agreement:

~~(i) Severance equal to 12 months of his base salary for a total of $350,000, which is payable in 12 equal monthly payments after the Ianelli Separation Date through October 2024.~~

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(ii) Payment by the Company for all COBRA health and dental insurance premiums for the entire period for which Dr. Ianelli is eligible for COBRA benefits; provided, however, that he is required to notify the Company if he becomes covered under another employer’s group health plan or otherwise ceases to be eligible for COBRA benefits, upon which the Company shall no longer be required to pay for such COBRA benefits.

(iii) Vesting of Restricted Stock Units (“RSU’s), for 13,021 shares of the 31,250 shares of common stock which were unvested as of the Ianelli Separation Date, was accelerated with Dr. Ianelli being issued 13,021 shares of common stock, for which he was required to pay all applicable taxes in connection with the vesting of those RSUs.

~~Dr. Ianelli will continue to serve on the Board for as long as he continues to be elected to the Board, unless he resigns or is removed sooner.~~

The Ianelli Separation Agreement also requires Dr. Ianelli to comply with his continuing obligations under the Noncompetition, Nonsolicitation, Nondisclosure and Inventions Agreement executed by Dr. Ianelli on June 21, 2021, the form of which was filed as an exhibit to the form of Dr. Ianelli’s Executive Employment Agreement filed as Exhibit 10.25 to the Company’s Registration Statement on Form S-1 (Reg. No. 333-250198), which was declared effective by the Commission on June 16, 2021. The Ianelli Separation Agreement also contains customary mutual releases by Dr. Ianelli and the Company.

~~Jill Mullan~~

On October 24, 2022, we entered into a Separation Agreement with Ms. Mullan (the “Mullan Separation Agreement”), in connection with her termination as our Chief Operating Officer. Under the terms of the Mullan Separation Agreement, Ms. Mullan was paid all accrued salary earned through October 24, 2022 (the “Mullan Separation Date”). Ms. Mullan is also receiving the following additional benefits under the terms of the Mullan Separation Agreement:

~~(i) Severance equal to 12 months of her base salary for a total of $325,000, which is payable in 12 equal monthly payments after the Separation Date through October 2024.~~

(ii) Payment by the Company for all COBRA health and dental insurance premiums for the entire period for which Ms. Mullan is eligible for COBRA benefits; provided, however, that she is required to notify the Company if she becomes covered under another employer’s group health plan or otherwise ceases to be eligible for COBRA benefits, upon which the Company shall no longer be required to pay for such COBRA benefits.

(iii) Vesting of Restricted Stock Units (“RSU’s), for 13,021 shares of the 31,250 shares of common stock which were unvested as of the Mullan Separation Date, was accelerated with Ms. Mullan being issued 13,021 shares of common stock, for which she was required to pay all applicable taxes in connection with the vesting of those RSUs.

~~Ms. Mullan will continue to serve on the Board for as long as she continues to be elected to the Board, unless she resigns or is removed sooner.~~

The Mullan Separation Agreement also requires Ms. Mullan to comply with her continuing obligations under the Noncompetition, Nonsolicitation, Nondisclosure and Inventions Agreement executed by Ms. Mullan on June 21, 2021, the form of which was filed as an exhibit to the form of Ms. Mullan’s Executive Employment Agreement filed as Exhibit 10.26 to the Company’s Registration Statement on Form S-1 (Reg. No. 333-250198), which was declared effective by the Commission on June 16, 2021. The Mullan Separation Agreement also contains customary mutual releases by Ms. Mullan and the Company, which will not become effective in the event that Ms. Mullan revokes her execution of the Mullan Separation Agreement, during the Mullan Revocation Period

Indemnification Agreements

We have entered into indemnification agreements with our directors and executive officers that require us to indemnify them against expenses, judgments, fines, settlements and other amounts that any such person

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becomes legally obligated to pay (including with respect to a derivative action) in connection with any proceeding, whether actual or threatened, to which such person may be made a party by reason of the fact that such person is or was a director or officer of us or any of our affiliates, provided such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, our best interests. We maintain a directors’ and officers’ liability insurance policy. The policy insures directors and officers against unindemnified losses arising from certain wrongful acts in their capacities as directors and officers and reimburses us for those losses for which we have lawfully indemnified the directors and officers. The policy contains various exclusions.

~~Outstanding Equity Awards at Fiscal Year-End~~

~~The following table sets forth information regarding all outstanding stock options and RSUs held by each of our named executive officers as of December 31, 2022:~~

Option Awards Stock awards
Name
Number of
securities
underlying
unexercised
options (#)
exercisable

Number of
securities
underlying
unexercised
options (#)
unexercisable

Option
exercise
price ($)

Option expiration
date

Number of
shares
of units of
stock that
have not
vested (#)

Market value
of shares
of units of
stock that
have not
vested ($)(3)

Tracy Curley — 100,000 $ 1.61 October 31, 2032 22,728 (1) $ 31,137
Benjamin Bielak — 30,000 $ 1.61 October 31, 2032 28,410 (2) $ 38,922
Benjamin Bielak 4,396 — $ 1.00 July 27, 2028 — —
Benjamin Bielak 1,127 282 $ 1.00 April 26, 2029 — —

~~(1)~~

~~(2)~~

Represents the unvested portion of the 47,341 RSUs granted on June 21, 2021, which is to vest in equal installments on the first five anniversaries of the grant date, subject to the executive’s continued service through each applicable vesting date.

~~(3)~~

~~Valuations are based on $1.37 per share, which was the last trading price for a share of the Company’s common stock on the NASDAQ on December 30, 2022.~~

Changes in Control

There are no arrangements known to the Company, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.

Compensation Committee Report Sessions

The compensation committee of the Board is currently comprised of Dr. Gullans, ~~and Messrs.~~Mr. Brooks and ~~Scholl,~~Ms. Mock, each of whom the Board has determined to be independent. This report shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Corporation specifically incorporates the information contained in this section by reference and shall not otherwise be deemed filed under either the Securities Act or the Exchange Act.

The compensation committee has reviewed and discussed with management the disclosure regarding executive compensation contained in this ~~proxy statement~~Proxy Statement for the Annual Meeting. Based on the review and discussions, the compensation committee recommended to the Board that such disclosure be included in this ~~proxy statement.~~Proxy Statement.

This Compensation Report has been furnished by the Compensation Committee of the Board.

Dr. Steven Gullans (Chair of the compensation committee)
Mr. John Brooks
~~Mr. George “Bud” Scholl~~Ms. Theresa Mock

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DIRECTOR COMPENSATION

Non-Employee Director Compensation

The following table sets forth information regarding the total compensation paid to our current non-employee directors during ~~2022~~2023 for their service on our Board. Our directors who are employed by us do not receive any additional compensation for serving on our Board.

Name and Principal Position	Fees earned or paid in cash ($)			Stock awards($)	Option awards ($)(9)	Non-equity incentive plan compensation ($)		Non-qualified deferred compensation earnings ($)		All other compensation ($)		Total($)			Name and Principal Position	Fees earned or paid in cash($)			Stock awards($)	Option awards ($)(10)	Non-equity incentive plan compensation ($)		Non-qualified deferred compensation earnings ($)		All other compensation ($)		Total($)
Andrew L. Ross, Chairman of the Board(1)		$	20,000	$1,088(10)	$—		—		—		—		$	21,088	Andrew L. Ross(1) Chairman of the Board		$	27,500	$176(6)	$3,500(11)		—		—		—		$	31,176
George “Bud” Scholl(2) Director		$	20,000	$1,088(11)	$—		—		—		—		$	21,088	Steven Gullans(2) Director		$	31,250	$176(7)	$3,500(12)		—		—		—		$	34,926
Steven Gullans(3) Director		$	20,000	$1,088(12)	$—		—		—		—		$	21,088	John L. Brooks(3) Director		$	31,250	$176(8)	$3,500(13)		—		—		—		$	34,926
John L. Brooks(4) Director		$	20,000	$1,088(13)	$—		—		—		—		$	21,088	Joseph J. Basile(4) Director		$	31,647	$89(9)	$3,500(14)		—		—		—		$	35,236
Christopher Ianelli(5) Director		$	3,641	$—	$—		—		—		—		$	3,641	Theresa Mock(5) Director		$	16,576	$—	$1,735(15)		—		—		—		$	18,311
Jill Mullan(6) Director		$	3,641	$—	$—		—		—		—		$	3,641
Joseph J. Basile(7) Director		$	1,793	$—	$663 (14)		—		—		—		$	2,456
Margaret H. Lawrence(8) Director		$	17,500	$—	$—		—		—		—		$	17,500

(1)

Andrew L. Ross has been serving as our director since January 2012.

(2)

~~George “Bud” Scholl has been serving as our director since February 2014.~~

~~(3)~~

Steven Gullans has been serving as our director since October 2020.

~~(4)~~(3)

John L. Brooks III has been serving as our director since June 2021.

~~(5)~~

Dr. Ianelli’s positions as Chief Executive Officer and President of the Company were terminated, by the mutual agreement of the Company and Dr. Ianelli on September 21, 2022. He became a non-employee director on October 24, 2022.

~~(6)~~

~~Ms. Mullan vacated her positions as Chief Operating Officer and Secretary of the Company on October 24, 2022. She became a non-employee director on October 24, 2022.~~

~~(7)~~(4)

Joseph J. Basile ~~was appointed a~~served as our director onfrom November 28, ~~2022.~~2022 to December 31, 2023.

~~(8)~~(5)

~~Margaret H. Lawrence had~~Theresa Mock has been serving as our director since ~~June 2021. She resigned from the board on November 15, 2022.~~May 24, 2023.

(6)

The aggregate number of Restricted Stock Units (“RSUs”) awarded in 2023 was 125. None was outstanding as of December 31, 2023.

(7)

The aggregate number of RSUs awarded in 2023 was 125. None was outstanding as of December 31, 2023.

(8)

The aggregate number of RSUs awarded in 2023 was 125. None was outstanding as of December 31, 2023.

(9)

The aggregate number of RSUs awarded in 2023 was 63. None was outstanding as of December 31, 2023.

(10)

~~(10)~~

~~The aggregate number of Restricted Stock Units (RSUs) awarded in 2022 was 625. None was outstanding as of December 31, 2022.~~

(11)

The aggregate number of ~~Restricted Stock Units (RSUs) awarded in 2022 was 625. None was~~stock options outstanding as of December 31, ~~2022.~~2023 was 10,000.

(12)

The aggregate number of ~~Restricted Stock Units (RSUs) awarded in 2022 was 625. None was~~stock options outstanding as of December 31, ~~2022.~~2023 was 10,000.

(13)

The aggregate number of ~~Restricted Stock Units (RSUs) awarded in 2022 was 625. None was~~stock options outstanding as of December 31, ~~2022.~~2023 was 10,000.

(14)

The aggregate number of stock options outstanding as of December 31, ~~2022~~2023 was ~~1,668.~~10,000.

(15)

The aggregate number of stock options outstanding as of December 31, 2023 was 6,672.

On July 30, 2021, our Board ~~of Directors~~ adopted and approved a director compensation policy (the “Initial Non-Employee Director Compensation Policy”), which provided for each of the non-employee directors (i) an annual retainer of $20,000, payable quarterly, (ii) equity compensations (including NSOs with a vesting schedule of three years to purchase 13,525 shares of common stock at the fair market value and annual

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commencement of service on the Board) that such director will serve during his or her first calendar year at an exercise price equal to 100% of the fair market value of our common stock vesting in four equal quarterly installments and subject to certain adjustments;

(ii) an annual non-qualified ten-year stock option grant on each January 2nd2nd equal to 10,000 shares of our common stock at an exercise price equal to 100% of the fair market value of our common stock vesting in four equal quarterly installments and subject to certain adjustments;

(iii) an annual cash retainer of $20,000 plus an additional (x) $7,500 for each Board committee on which a director serves as chair and (y) $3,500 for each Board committee on which a director serves, but is not chair, which cash retainer is payable in for equal quarterly payments; and

(iv) travel expense reimbursement.

Equity Incentive Plans

Our Board has adopted, and our stockholders have approved, the iSpecimen Inc. 2013 Stock Incentive Plan and 2021 Plan. The number of shares issued, number of shares reserved for issuance, number of shares underlying outstanding stock options and number of shares remaining available for future issuance under each plan, as of December 31, ~~2022,~~2023, are as follows:

Plan	Number of Shares Reserved for Issuance		Number of Shares Issued		Number of Shares underlying Outstanding Options		Number of Shares Remaining Available for Future Issuance		Number of Shares Reserved for Issuance		Number of Shares Issued		Number of Shares underlying Outstanding Options		Weighted Average Exercise Price of Outstanding Options		Number of Shares Remaining Available for Future Issuance
2013 Stock Incentive Plan		309,029		308,942		134,661		87		309,029		40,560		155,403		1.73		—
2021 Stock Incentive Plan		608,000		485,985		95,243		122,015		1,869,500		198,210		140,865		2.66		1,671,290

2013 Stock Incentive Plan

The 2013 Stock Incentive Plan was adopted by our Board ~~of Directors~~ and approved by our stockholders on April 12, 2013 to enhance our ability to attract, retain and motivate employees, officers, directors, consultants and advisors by providing such persons with equity ownership opportunities and performance-based incentives. The 2013 Stock Incentive Plan similarly authorizes options, restricted stock, restricted stock units and other stock-based awards and grants our Board, ~~of Directors,~~ or any committee to which the Board ~~of Directors~~ delegates such authority, the sole discretion in administering, interpreting, amending or accelerating the 2013 Stock Incentive Plan. Further, our Board ~~of Directors~~ may delegate to one or more officers of the Company the power to grant awards and exercise such other powers under the 2013 Stock Incentive Plan as the Board ~~of Directors~~ may determine, provided, that the maximum number of awards to be granted and the maximum number of shares issuable to any one participant by such officer or officers are fixed by the ~~Board of Directors.~~Board. No officer may designate himself or herself as a recipient of any such awards.

Awards may be made under the 2013 Stock Incentive Plan for up to 309,029 shares of our common stock. The shares of common stock underlying any unexercised award shall again be available for the grant of awards under the 2013 Stock Incentive Plan, subject to any limitations under the Code. No participant may be granted awards, over the ten-year term of the 2013 Stock Incentive Plan, equating to more than an aggregate of 50% of the shares of common stock available under the 2013 Stock Incentive Plan.

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market value if an incentive stock option is granted to any stockholder who owns beneficially more than 10% of the voting power of all classes of the issued and outstanding stock).

Our Board ~~of Directors~~ may also grant shares of restricted stock or restricted stock units. Participants holding shares of restricted stock are entitled to all ordinary cash dividends paid with respect to such shares unless otherwise provided by our ~~Board of Directors.~~Board. Further, within 120 days of the termination of a participant’s employment, for any reason, the Company may purchase any shares of unvested restricted stock awards at the lower of the original purchase or issue price to the participant, or the fair market value.

In addition, other stock-based awards including stock appreciation rights, bonus stock, phantom stock awards and stock units may be issued, entitling recipients to receive shares of common stock to be delivered in the future. Such other stock-based awards may be available as a form of payment in the settlement of other awards granted under the 2013 Stock Incentive Plan or as payment in lieu of compensation to which a participant is otherwise entitled. The 2013 Stock Incentive Plan also provides for substitute awards (the “2013 Substitute Awards”), which may be issued in connection with a merger or acquisition. The 2013 Substitution Awards may substitute any options or other stock or stock-based awards granted by any merged or acquired entity or its affiliate on such terms as our Board ~~of Directors~~ deems appropriate.

In the event of any stock split, reverse stock split, reclassification of shares, spin-off or similar change in capitalization or any dividend or distribution other than an ordinary cash dividend, the number and class of securities, exercise price per share and the terms of each outstanding award are to be adjusted equitably by the Company as determined by our ~~Board of Directors.~~Board. In the event of a reorganization, merger liquidation or similar transaction, the Board ~~of Directors~~ as the discretion to provide that awards are assumed, substituted, terminated immediately prior to the consummation of such event, declare them exercisable or provide cash consideration for such award.

We have the right to repurchase awards in the event a participant is terminated or leaves the Company regardless of the reason or cause.

~~Repricing of Stock Options~~

~~In September 2020, our Board of Directors approved the repricing of all outstanding stock options to purchase an aggregate of 253,349 shares of common stock at an exercise price of $1.00 per share.~~

~~Second~~ Amended and Restated 2021 Stock Incentive Plan

On June 16, 2021, our Board ~~of Directors~~ and stockholders approved the 2021 Plan. Our Board ~~of Directors~~ approved certain amendments to the 2021 Plan, which were approved by the stockholders on May 25, ~~2022.~~2022 and on May 24, 2023, respectively. On May 25, 2022, the Company’s stockholders approved amendments to 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.

On May 24, 2023, the stockholders approved an amendment to the 2021 Plan to (i) remove the automatic annual increase in the number of shares of common stock reserved for issuance under the 2021 Plan on each anniversary date of the 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 2021 Plan, (ii) provide for the recoupment or clawback of awards granted under the 2021 Plan and (iii) increase the number of shares of common stock reserved for issuance with respect to awards granted under the 2021 Plan from 608,000 shares of common stock to 1,869,500 shares of common stock. The following is a summary of the principal features of the 2021 Plan.

The purpose of the 2021 Plan is to enable us to offer our employees, officers, directors and consultants whose past, present and/or potential future contributions to us have been, are, or will be important to its success, an opportunity to acquire a proprietary interest in our Company. The various types of incentive awards that may be provided under the plan are intended to enable our Company to respond to changes in compensation practices, tax laws, accounting regulations and the size and diversity of its business.

The 2021 Plan grants our Board, ~~of Directors,~~ or any committee to which the Board ~~of Directors~~ delegates such authority the sole discretion in administering, interpreting, amending or accelerating the 2021 Plan. The committee is comprised

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Subject to the provisions of the 2021 Plan, the committee will determine, among other things, the persons to whom from time to time awards may be granted, the specific type of awards to be granted, the number of shares subject to each award, share prices, any restrictions or limitations on the awards, and any vesting, exchange, surrender, cancellation, acceleration, termination, exercise or forfeiture provisions related to the awards.

There are ~~608,000~~1,869,500 shares of common stock available for issuance under the 2021 Plan. The number of shares of common stock is subject to an annual increase on each anniversary of the 2021 Plan so that the aggregate amount of shares of common stock reserved under the 2021 Plan is equal to the greater of (i) the number of shares of common stock then reserved under the 2021 Plan or (ii) 5% of the total issued and outstanding number of our shares of common stock as of such anniversary. The maximum number of shares of common stock that may be awarded under the 2021 Plan as incentive stock options is ~~608,000~~1,671,290 shares. Shares of common stock subject to other awards that are forfeited or terminated will be available for future award grants under the 2021 Plan. If a holder pays the exercise price of a stock option by surrendering any previously owned shares of common stock or arranges to have the appropriate number of shares otherwise issuable upon exercise withheld to cover the withholding tax liability associated with the stock option exercise, the number of shares available under the plan may be increased by the lesser of (i) the number of such surrendered shares and shares used to pay taxes; and (ii) the number of shares purchased under such stock option.

We may grant awards under the 2021 Plan to employees, officers, directors, and consultants who are deemed to have rendered, or to be able to render, significant services to us and who are deemed to have contributed, or to have the potential to contribute, to its success. An incentive stock option may be granted under the plan only to a person who, at the time of the grant, is an employee of our Company or our subsidiaries.

Options. The 2021 Plan provides both for “incentive” stock options as defined in Section 422 of the Code, and for options not qualifying as incentive options, both of which may be granted with any other stock-based award under the plan. The committee determines the exercise price per share of common stock purchasable under an incentive or non-qualified stock option, which may not be less than 100% of the fair market value on the day of the grant or, if greater, the par value of a share of common stock. However, the exercise price of an incentive stock option granted to a person possessing more than 10% of the total combined voting power of all classes of our stock may not be less than 110% of the fair market value on the date of grant. The aggregate fair market value of all shares of common stock with respect to which incentive stock options are exercisable by a participant for the first time during any calendar year (under all of the plans), measured at the date of the grant, may not exceed $100,000.

An incentive stock option may only be granted within 10 years from the effective date of the 2021 Plan. An incentive stock option may only be exercised within ten years from the date of the grant, or within five years in the case of an incentive stock option granted to a person who, at the time of the grant, owns common stock possessing more than 10% of the total combined voting power of all classes of our stock.

Stock Appreciation Rights. Under the 2021 Plan, we may grant stock appreciation rights to participants who have been, or are being, granted stock options under the plan as a means of allowing the participants to exercise their stock options without the need to pay the exercise price in cash, or we may grant them alone and unrelated to an option. In conjunction with non-qualified stock options, stock appreciation rights may be granted either at or after the time of the grant of the non-qualified stock options. In conjunction with incentive stock options, stock appreciation rights may be granted only at the time of the grant of the incentive stock options. A stock appreciation right entitles the holder to receive a number of shares of common stock having a fair market value equal to the excess fair market value of one share of common stock over the exercise price of the related stock option, multiplied by the number of shares subject to the stock appreciation rights. The granting of a stock appreciation right in tandem with a stock option will not affect the number of shares of common stock available for awards under the plan. In such event, the number of shares available for awards under the plan will, however, be reduced by the number of shares of common stock acquirable upon exercise of the stock option to which the stock appreciation right relates.

Restricted Stock. Under the 2021 Plan, we may award shares of restricted stock either alone or in addition to other awards granted under the plan. The committee determines the persons to whom grants of restricted stock are made, the number of shares to be awarded, the price (if any) to be paid for the restricted stock by the

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The 2021 Plan will require that all shares of restricted stock awarded to the holder remain in our physical custody until the restrictions have terminated and all vesting requirements with respect to the restricted stock have been fulfilled. We will retain custody of all dividends and distributions made or declared with respect to the restricted stock during the restriction period. A breach of any restriction regarding the restricted stock will cause a forfeiture of the restricted stock and any retained dividends and distributions. Except for the foregoing restrictions, the holder will, even during the restriction period, have all of the rights of a stockholder, including the right to vote the shares.

Restricted Stock Units. Under the 2021 Plan, we may also award restricted stock units. Restricted stock units are the right to receive shares of common stock at a future date in accordance with the terms of such grant upon the attainment of certain conditions specified by the committee, which include substantial risk of forfeiture and restrictions on their sale or other transfer by the participant. Restrictions or conditions could also include, but are not limited to, the attainment of performance goals, continuous service with our Company, the passage of time or other restrictions or conditions. The committee determines the persons to whom grants of restricted stock units are made, the number of restricted stock units to be awarded, the time or times within which awards of restricted stock units may be subject to forfeiture, the vesting schedule and rights to acceleration thereof, and all other terms and conditions of the restricted stock units awards. The value of the restricted stock units may be paid in shares, cash, or a combination of both, as determined by the committee.

Other Stock-Based Awards. Under the 2021 Plan, we may grant other stock-based awards, subject to limitations under applicable law that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, shares of common stock, as deemed consistent with the purposes of the plan. These other stock-based awards may be in the form of purchase rights, shares of common stock awarded that are not subject to any restrictions or conditions, convertible or exchangeable debentures or other rights convertible into shares of common stock and awards valued by reference to the value of securities of, or the performance of, one of our subsidiaries. These other stock-based awards may include performance shares or options, whose award is tied to specific performance criteria. These other stock-based awards may be awarded either alone, in addition to, or in tandem with any other awards under the 2021 Plan or any of our other plans.

~~Proposed Amendments to the 2021 Plan~~. The Board at a special meeting of the Board on March 24, 2023, authorized and approved three amendments to the 2021 Plan. The first amendment, if approved by stockholders at the Annual Meeting, will remove the automatic annual increase in shares of common stock reserved under the 2021 Plan for issuance, with respect to awards granted under the 2021 Plan. The second amendment, if approved by stockholders at the Annual Meeting, would add a provision to the 2021 Plan providing for the recoupment or clawback of awards granted under the 2021 Plan, in certain circumstances, in order to comply with a proposed new Nasdaq listing requirement which is expected to be adopted by Nasdaq in order to comply with the SEC Clawback Rule. The third amendment, if approved by stockholders, would increase the number of shares of common stock reserved for issuance with respect to awards granted under the 2021 Plan from 608,000 shares of common stock to 1,869,500 shares of common stock. Each of these amendments will only become effective, if approved by stockholders at the Annual Meeting.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information regarding the beneficial ownership of our outstanding shares of common stock, as of March 27, ~~2023~~2024 by: (i) each of our directors, (ii) each of our named executive officers (as defined by Item 402(a)(3) of Regulation S-K promulgated under the Exchange Act), (iii) all of our directors and named executive officers as a group, and (iv) each person known to us to beneficially own more than 5% of our outstanding shares of common stock.

Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. The percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all shares of our common stock outstanding on that date and all shares of our common stock issuable to that holder in the event of exercise of outstanding options, warrants, rights or conversion privileges owned by that person at that date which are exercisable within sixty (60) days of that date. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent that power may be shared with a spouse.

Name and Address of Beneficial Owner(1)	Number of Shares of Common Stock Beneficially Owned	Approximate Percentage of Class(2)
Director and Executive Officers
Andrew L. Ross	1,348,737(3)		14.8%
Benjamin Bielak	85,588 (4)		*
Tracy Curley	82,304 (5)		*
Theresa Mock	6,672(6)		*
Steven Gullans	26,775(7)		*
John L. Brooks III	25,647(8)		*
All Directors and Officers as a Group (6 persons)	1,573,015		17.0%
5% or Greater Stockholders
OBF Investments	841,981(9)		9.3%
James G. Wolf	790,730(10)		8.7%

~~Beneficial Ownership of Our Common Stock~~

Title of Class
Name and Address of
Beneficial Owner

Amount and Nature of
Beneficial Ownership

Percentage of
Class(3)

Directors and
Executive Officers
Common Stock Andrew L. Ross(1)
1,336,730(4)
14.8%
Common Stock Christopher Ianelli(1)
427,950(5)
4.7%
Common Stock Jill Mullan(1)
248,817(6)
2.8%
Common Stock Benjamin Bielak(1)
44,025(7)
**
Common Stock Tracy Curley(1)
22,412(8)
**
Common Stock George “Bud” Scholl(1)
855,621(9)
9.5%
Common Stock Steven Gullans(1)
15,894(10)
**
Common Stock John L. Brooks III(1)
13,640(11)
**
Common Stock Joseph J. Basile(1)
2,980(12)
**
Common Stock All Directors and Officers as a Group
(9 persons) 2,968,069 32.7%
5% or Greater Stockholders
Common Stock OBF Investments(1) 841,981 9.3%
Common Stock James G. Wolf(2)
790,730(13)
8.8%

** Less than 1%

(1)

~~The~~Unless otherwise noted, the business address ~~is:~~of each of the following entities or individuals is 450 Bedford St. Suite 1010, Lexington, MA 02420.

(2)

The ~~address is 105 Flyway Drive, Kiawah Island, SC 29455.~~

~~(3)~~

~~The~~ calculation of the percentage of beneficial ownership is based on ~~9,016.558~~9,374,686 shares of common stock outstanding as of March 27, ~~2023.~~2024.

~~(4)~~(3)

Includes ~~125 shares of common stock issuable upon vesting of restricted stock units (“RSUs”), which vest within 60 days of March 27, 2023. Additionally, includes 7,890~~12,397 shares of common stock issuable upon exercise of vested stock options at an exercise price of $8.00 per share and ~~2,500~~10,000 shares of common stock issuable upon exercise of vested stock options at an exercise price of $1.41 per share, which are exercisable within 60 days of March 27, ~~2023.~~2024. Does not include ~~6,672~~1,128 shares of common stock issuable upon exercise of vested stock options at an exercise price of $8.00 per share, ~~and 7,500 shares of common stock issuable upon exercise of vested stock options at an exercise price of $1.41 per share,~~ none of which are exercisable within 60 days of March 27, ~~2023.~~2024.

~~(5)~~(4)

Includes ~~92 shares of common stock issuable upon vesting of RSUs, which vest within 60 days of March 27, 2023. Additionally, includes 2,500~~5,805 shares of common stock issuable upon exercise of vested stock options at an exercise price of $1.00 per share ~~which are exercisable within 60 days of March 27, 2023~~ and ~~does not include 7,500~~14,375 shares of common ~~stock~~Stock issuable upon exercise of vested stock options at an exercise price of ~~$1.00 per share, none of which are exercisable within 60 days of March 27, 2023.~~

~~(6)~~

Includes 92 shares of common stock issuable upon vesting of restricted stock units (“RSUs”), which vest within 60 days of March 27, 2023. Additionally, includes 2,500 shares of common stock issuable upon exercise of vested stock options at an exercise

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price of $1.00 per share, which are exercisable within 60 days of March 27, 2023 and does not include 7,500 shares of common stock issuable upon exercise of vested stock options at an exercise price of $1.00 per share, none of which are exercisable within 60 days of March 27, 2023.

~~(7)~~

~~Includes 6,087 shares of common stock issuable upon exercise of vested stock options at an exercise price of $1.00~~$1.61 per share, all of which are exercisable within 60 days of March 27, ~~2023.~~2024. Does not include ~~28,409~~18,940 shares of common stock issuable upon vesting of RSUs, which do not vest within 60 days of March 27, ~~2023.~~2024. Additionally, does not include ~~30,000~~15,625 shares of common stock issuable upon exercise of vested stock options at an exercise price of $1.61 per share, none of which are exercisable within 60 days of March 27, ~~2023.~~2024.

~~(8)~~(5)

Includes 47,915 shares of common stock issuable upon exercise of vested stock options at an exercise price of $1.61 per share, all of which are exercisable within 60 days of March 27, 2024. Does not include ~~22,729~~15,152 shares of common stock issuable upon vesting of RSUs, which do not vest within 60 days of March 27, ~~2023.~~2024. Additionally, does not include ~~100,000~~52,085 shares of common stock issuable upon exercise of vested stock options at an exercise price of $1.61 per share, none of which are exercisable within 60 days of March 27, ~~2023.~~2024.

~~(9)~~(6)

~~Consists of 841,981 shares of common stock owned by OBF Investments, LLC. Mr. Scholl is the President and Chief Executive Officer of OBF Investments, LLC.~~ Includes ~~125 shares of common stock issuable upon vesting of RSUs, which vest within 60 days of March 27, 2023. Additionally, includes 7,890~~6,672 shares of common stock issuable upon exercise of vested stock options at an exercise price of ~~$8.00~~$1.37 per share, all of which are exercisable within 60 days of March 27, 2024.

(7)

Includes 13,525 shares of common stock issuable upon exercise of vested stock options at an exercise price of $3.83 per share and ~~2,500~~10,000 shares of common stock issuable upon exercise of vested stock options at an exercise price of $1.41 per share, which are exercisable within 60 days of March 27, ~~2023. Does not include 6,672~~2024.

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(8)

Includes 12,397 shares of common stock issuable upon exercise of vested stock options at an exercise price of $8.00 per share and ~~7,500 shares of common stock issuable upon exercise of vested stock options at an exercise price of $1.41 per share, none of which are exercisable within 60 days of March 27, 2023.~~

~~(10)~~

Includes 125 shares of common stock issuable upon vesting of RSUs, which vest within 60 days of March 27, 2023. Additionally, includes 10,144 shares of common stock issuable upon exercise of vested stock options at an exercise price of $3.83 per share and 2,50010,000 shares of common stock issuable upon exercise of vested stock options at an exercise price of $1.41 per share, which are exercisable within 60 days of March 27, ~~2023.~~2024. Does not include ~~3,381~~1,128 shares of common stock issuable upon exercise of vested stock options at an exercise price of $8.00 per share, ~~and 7,500 shares of common stock issuable upon exercise of vested stock options at an exercise price of $1.41 per share,~~ none of which are exercisable within 60 days of March 27, ~~2023.~~2024.

~~(11)~~(9)

~~Includes 125 shares~~According to the Amendment No. 2 to Schedule 13G filed by OBF Investments, LLC and George H. Scholl on February 13, 2024, Mr. Scholl is the President and Chief Executive Officer of ~~common stock issuable upon vesting~~OBF Investments, LLC. The business address of ~~RSUs, which vest within 60 days~~each of ~~March 27, 2023. Additionally, includes 7,890 shares of common stock issuable upon exercise of vested stock options at an exercise price of $8.00 per share~~OBF Investments, LLC and 2,500 shares of common stock issuable upon exercise of vested stock options at an exercise price of $1.41 per share, which are exercisable within 60 days of March 27, 2023. Does not include 6,672 shares of common stock issuable upon exercise of vested stock options at an exercise price of $8.00 per share and 7,500 shares of common stock issuable upon exercise of vested stock options at an exercise price of $1.41 per share, none of which are exercisable within 60 days of March 27, 2023.George H. Scholl is c/o OBF Investments, LLC, 10100 Dr. Martin Luther King Jr. St. N., St. Petersburg, Florida 33716.

~~(12)~~(10)

Includes 63 shares of common stock issuable upon vesting of RSUs, which vest within 60 days of March 27, 2023. Additionally, includes 2,500 shares of common stock issuable upon exercise of vested stock options at an exercise price of $1.41 per share, and 417 shares of common stock issuable upon exercise of vested stock options at an exercise price of $1,50 per share, all of which are exercisable within 60 days of March 27, 2023. Does not include 7,500 shares of common stock issuable upon exercise of vested stock options at an exercise price of $1.41 per share and 1,251 shares of common stock issuable upon exercise of vested stock options at an exercise price of $1.50 per share, none of which are exercisable within 60 days of March 27, 2023.

~~(13)~~

~~Information based solely on the information provided by Mr. Wolf in~~According to Amendment No. 1 to Schedule 13G filed ~~with the SEC~~by James G. Wolf on December 27, ~~2022.~~2022, the business address of Mr. Wolf is 105, Flyway Drive, Kiawah Island, SC 29455.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE

~~The following are summaries of certain provisions of~~There have been no transactions, ~~within the past three years~~since January 1, 2022, to which we have been a party, in which the amount involved exceeds or will exceed $120,000 and in which any of our directors, executive officers, holders of more than 5% of our capital stock, or immediate family member thereof, had or will have a direct or indirect material ~~interest, and are qualified in their entirety by reference to all of the provisions of such agreements.~~interest.

We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that we would pay or receive, as applicable, in arm’s-length transactions.

~~Issuance of Convertible Promissory Notes~~

From March 2017 through July 2018, we issued and sold an aggregate of $5.5 million principal amount in unsecured related party convertible promissory notes (“Convertible Notes”) to related parties , with an annual non-compounding interest rate of 6%, all of which converted, along with approximately $1.3 million of unpaid and accrued interest, upon the closing of our IPO into an aggregate of 1,206,614 shares of our common stock, which was at 30% discount to the $8.00 offering price of our common stock in our IPO on June 21, 2021.

The following persons who are directors, executive officers, holders of more than 5% of our capital stock, or an immediate family member thereof currently owned Convertible Notes with a combined principal plus interest value that exceeded $120,000, prior to conversion.

➢

~~Andrew Ross, Chairman of our Board of Directors and a principal stockholder, purchased Convertible Notes in the aggregate principal amount of $1,650,000.~~

➢

~~OBF Investments, LLC, a principal stockholder, purchased Convertible Notes in the aggregate principal amount of $2,150,000.~~

➢

~~Anna-Maria and Stephen Kellen Foundation, a principal stockholder, purchased Convertible Notes in the aggregate principal amount of $1,700,000.~~

In connection with the consummation of the IPO, the Company converted all $5,491,663 of its outstanding principal and all unpaid and accrued interest of $1,257,066 of the Convertible Notes into 1,206,614 shares of common stock on June 21, 2021, at a conversion price of $5.60 per share. As of December 31, 2021, there were no Convertible Notes outstanding. The Company incurred an approximate $260,000 loss on conversion of the Convertible Notes during the year ended December 31, 2021.

~~Issuance of Secured Promissory Notes~~

From 2018 through 2020, we issued and sold an aggregate of $6.5 million in certain secured promissory notes (“Bridge Notes”), with an annual non-compounding interest rate of 24%, and a current maturity date of the earlier of September 30, 2020, the closing of a new permanent equity financing in excess of $10,000,000, the sale of our Company or the pre-payment by our Company.

On October 1, 2020, we amended the Bridge Notes to extend the maturity date to March 31, 2021 and to increase the interest rate from 24% to 30% after October 1, 2020. On March 15, 2021, the maturity date was further extended to April 30, 2021, and the Company entered into a Fifth Amendment to the Bridge Notes. On April 16, 2021 and May 20, 2021, the Company issued additional Related Party Bridge Notes to related parties in the aggregate amount of $500,000 in order to finance the Company’s working capital needs. The note holders agreed to convert the outstanding principal and accrued and unpaid interest of the notes into shares of common stock upon the consummation of June 2021 offering. On April 28, 2021, the maturity date of the Bridge Notes and Related Party Bridge Notes was further extended to May 31, 2021. On May 12, 2021, the maturity date was further extended to June 30, 2021. See notes to our financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

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The following persons who are directors, executive officers, holders of more than 5% of our capital stock, or immediate family member thereof owned Bridge Notes with a combined principal plus interest value that exceeded $120,000 as of the date of the conversion on June 21, 2021.

➢

~~Andrew Ross, a principal stockholder and Chairman of our Board of Directors, and the Andrew L. Ross 2013 Irrevocable Trust, purchased Bridge Notes in the aggregate principal amount of $250,000.~~

➢

~~Callen Ross, son of Andrew Ross, purchased Bridge Notes in the aggregate principal amount of $100,000.~~

➢

~~Barri Mullan-Goodman, sister of Jill Mullan, our former Chief Operating Officer, purchased Bridge Notes in the aggregate principal amount of $150,000.~~

➢

~~Jill Mullan, our former Chief Operating Officer, purchased Bridge Notes in the aggregate principal amount of $350,000.~~

➢

~~David Ianelli, brother of Christopher Ianelli, our former Chief Executive Officer, purchased Bridge Notes in the aggregate principal amount of $100,000.~~

➢

~~Joseph Ianelli, father of Christopher Ianelli, our former Chief Executive Officer, purchased Bridge Notes in the aggregate principal amount of $300,000.~~

➢

~~OBF Investments, LLC, a principal stockholder, purchased Bridge Notes in the aggregate principal amount of $500,000.~~

Pursuant to the Fifth Amendment to the Bridge Notes, the note holders listed above converted an estimated aggregate amount of $1.8 million of the outstanding principal and accrued interest on the Bridge Notes into 357,420 shares of common stock.

Policies and Procedures for Related Transactions

We have not yet adopted a formal policy for the review, approval or ratification of related party transactions. Accordingly, the transactions discussed above were not reviewed, approved or ratified in accordance with any such policy.

We have adopted a code of business conduct and ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by our Board ~~of Directors~~ (or the appropriate committee of our Board) or as disclosed in our public filings with the SEC. Under our code of ethics, conflict of interest situations includes any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the ~~Corporation.~~Company.

In addition, our audit committee, pursuant to a written charter, is responsible for reviewing and approving related party transactions to the extent that we enter into such transactions. An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is present is required in order to approve a related party transaction. A majority of the members of the entire audit committee will constitute a quorum. Without a meeting, the unanimous written consent of all of the members of the audit committee is required to approve a related party transaction. We also require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions.

These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.

Employee, Officer and Director Hedging

We maintain a policy on insider trading that applies to all shares of our capital stock held by any director, officer or employee. The policy requires that all directors, officers and employees receive our pre-clearance before engaging in any transactions involving our shares of capital stock and prohibits all directors, officers or employees from taking part in any hedging transactions.

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unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging takeover or acquisition proposals because negotiation of these proposals could result in an improvement of their terms.

Vacancies. Newly created directorships resulting from any increase in the number of directors and any vacancies on the Board ~~of Directors~~ resulting from death, resignation, disqualification, removal or other cause shall be filled by a majority of the remaining directors on the ~~board.~~Board.

Bylaws. Our ~~Certificate~~certificate of ~~Incorporation~~incorporation and ~~Bylaws~~bylaws authorizes the Board ~~of Directors~~ to adopt, repeal, rescind, alter or amend our bylaws without stockholder approval.

Removal. Except as otherwise provided, a director may be removed from office only by the affirmative vote of the holders of not less than a majority of the voting power of the issued and outstanding stock entitled to vote.

Calling of Special Meetings of Stockholders. Our ~~Bylaws~~bylaws provide that special meetings of stockholders for any purpose or purposes may be called at any time only by the Board ~~of Directors~~ or by our Secretary following receipt of one or more written demands from stockholders of record who own, in the aggregate, at least 15% the voting power of our outstanding stock then entitled to vote on the matter or matters to be brought before the proposed special meeting.

Cumulative Voting. Our ~~Certificate~~certificate of ~~Incorporation~~incorporation does not provide for cumulative voting in the election of directors, which would allow holders of less than a majority of the stock to elect some directors.

Staggered Board. Our ~~Bylaws~~bylaws provided that our Board ~~of Directors~~ is divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to the Annual Meeting) serving a three-year term. As a result, only a minority of the Board ~~of Directors~~ will be considered for election at every annual meeting of stockholders, which may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

Choice of Forum

Our ~~Bylaws~~bylaws provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware) will be the exclusive forum for: (i) any derivative action or proceeding brought on behalf of the Company; (ii) any action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee, or agent of ours to us or our stockholders; (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, the ~~Certificate~~certificate of ~~Incorporation,~~incorporation, or the ~~Bylaws;~~bylaws; and (iv) any action asserting a claim governed by the internal affairs doctrine (the “Delaware Forum Provision”). The ~~Bylaws~~bylaws further provide that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the sole and exclusive

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with us or our directors, officers or employees, which may discourage such lawsuits against us and our directors, officers and employees even though an action, if successful, might benefit our stockholders. In addition, while the Delaware Supreme Court ruled in March 2020 that federal forum selection provisions purporting to require claims under the Securities Act be brought in federal court were “facially valid” under Delaware law, there is uncertainty as to whether other courts will enforce the Federal Forum Provision. If the Federal Forum Provision is found to be unenforceable, we may incur additional costs associated with resolving such matters. The Federal Forum Provision may also impose additional litigation costs on stockholders who assert that the provision is not enforceable or invalid. The Court of Chancery of the State of Delaware and the United States District Court may also reach different judgments or results than would other courts, including courts where a stockholder considering an action may be located or would otherwise choose to bring the action, and such judgments may be more or less favorable to us than our stockholders.

Indemnification of Directors and Officers

We are incorporated in the State of Delaware. The ~~Certificate~~certificate of ~~Incorporation~~incorporation and ~~Bylaws~~bylaws provide that, to the fullest extent permitted by Delaware law, as it presently exists or may be amended from time to time, a director shall not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duty as a director. And under Delaware law, this limitation of liability does not extend to, among other things, acts or omissions which involve intentional misconduct, fraud or knowing violation of law, or unlawful payments of dividends. So these provisions may discourage stockholders from bringing suit against a director or officer for breach of fiduciary duty and may reduce the likelihood of derivative litigation brought by stockholders on our behalf against a director or officer.

The ~~Certificate~~certificate of ~~Incorporation~~incorporation and ~~Bylaws~~bylaws also provide for the indemnification of our directors, officers, employees, and agents, under certain circumstances, against attorney’s fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities on behalf of the Company. As such, should our officers and/or directors require us to contribute to their defense, we may be required to spend significant amounts of our capital. This indemnification policy could therefore result in substantial expenditures, which we may be unable to recoup. If these expenditures are significant or involve issues which result in significant liability for our key personnel, we may be unable to continue operating as a going concern.

Furthermore, we intend to enter into indemnification agreements with our directors and executive officers that require us to indemnify them against expenses, judgments, fines, settlements and other amounts that any such person becomes legally obligated to pay (including with respect to a derivative action) in connection with any proceeding, whether actual or threatened, to which such person may be made a party by reason of the fact that such person is or was a director or officer of us or any of our affiliates, provided such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, our best interests. We maintain a directors’ and officers’ liability insurance policy. The policy insures directors and officers against unindemnified losses arising from certain wrongful acts in their capacities as directors and officers and

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STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR THE ~~2024~~2025 ANNUAL MEETING

Stockholders who intend to have a proposal considered for inclusion in our proxy materials for presentation at the ~~2024~~2025 Annual Meeting pursuant to Rule 14a-8 under the Exchange Act must submit such proposals to the principal executive offices of the Company at 450 Bedford Street, Lexington, MA 02420, Attention: Secretary, not later than 5:00 p.m. Eastern Time on February ~~25, 2024.~~21, 2025.

Stockholders intending to present a proposal at our ~~2024~~2025 Annual Meeting, but not to include the proposal in our proxy statement, or to nominate a person for election as a director, must comply with the requirements set forth in the Bylaws. The Bylaws require, among other things, that in the event that the date of the ~~2024~~2025 Annual Meeting is not more than 30 days in advance of or not later than 60 days after the anniversary of the previous year’s annual meeting, our Secretary receive written notice from the stockholder of record of their intent to present such proposal or nomination not later than the close of business on the 90th day, nor earlier than the close of business on the 120th day prior to the anniversary of the preceding year’s annual meeting of stockholders. Therefore, we must receive notice of such a proposal or nomination for the ~~2024~~2025 Annual Meeting no earlier than 5:00 p.m. Eastern Time on January ~~26, 2024~~22, 2025 and no later than the 5:00 p.m. Eastern Time on February ~~25, 2024,~~21, 2025, if the ~~2024~~2025 Annual Meeting is not more than 30 days in advance of or not later than 60 days after May ~~24, 2024.~~22, 2025. The notice must contain the information required by our Bylaws. On the other hand, in the event that the date of the ~~2024~~2025 Annual Meeting is at any other time, then our Secretary must receive such written notice not earlier than the close of business on the 120th day prior to the ~~2024~~2025 Annual Meeting and not later than the close of business on the later of: (1) the 90th day prior to the ~~2024~~2025 Annual Meeting; (2) the close of business on the tenth day following the first day we disclose the ~~2024~~2025 Annual Meeting date in a press release via a national news dissemination service or in a document filed with SEC pursuant to Section 13, 14, or 15(d) of the Exchange Act. SEC rules permit management to vote proxies in its discretion in certain cases if the stockholder does not comply with this deadline and, in certain other cases notwithstanding the stockholder’s compliance with this deadline.

We reserve the right to reject, rule out of order or take other appropriate action with respect to any proposal that does not comply with these or other applicable requirements.

HOUSEHOLDING

SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and notices with respect to two or more stockholders sharing the same address by delivering a single proxy statement or a single notice addressed to those stockholders. This process, which is commonly referred to as “householding,” provides cost savings for companies and helps the environment by conserving natural resources. Some brokers household proxy materials, delivering a single proxy statement or notice to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, please notify your broker. You can also request prompt delivery of a copy of this Proxy Statement and the Annual Report by contacting ~~the~~ Continental Stock Transfer & Trust, in writing at 1 State Street, 30th Floor, New York, NY 10004 or via telephone at 1-212-509-4000.

~~2022~~2023 ANNUAL REPORT

Our ~~2022~~2023 Annual Report is being mailed with this Proxy Statement to those stockholders that receive this Proxy Statement in the mail. You can also access our ~~2022~~2023 Annual Report ~~including our Amendment No. 1 to Annual Report on Form 10-K/A for 2022,~~ at https://investors.ispecimen.com/sec-filings.

Our ~~2022~~2023 Annual Report has also been filed with the SEC. It is available free of charge at the SEC’s website at www.sec.gov. Upon written request by a stockholder, we will mail without charge a copy of our ~~2022~~2023 Annual

TABLE OF CONTENTS

~~APPENDIX~~ANNEX A

FORM OF
~~AMENDMENT NO. 1 TO~~
~~iSPECIMEN INC.~~
~~AMENDED AND RESTATED~~
~~2021 STOCK INCENTIVE PLAN~~

WHEREAS, iSpecimen Inc. (the “Company”) has adopted the 2021 Stock Incentive Plan, effective June 16, 2021, which was amended and restated twice since adoption and the Second Amended and Restated 2021 Stock Incentive Plan was approved by the of holders of the Company’s common stock (“Common Stock”), $0.0001 par value per share (the “Stockholders”) on May 25, 2022 (the “2021 Plan”);

WHEREAS, the Company’s Board of Directors (the “Board”) has the authority pursuant to Section 14(a) of the 2021 Plan to amend the 2021 Plan, subject to the approval of the Stockholders entitled to vote in accordance with applicable law;

WHEREAS, the Board desires to amend the 2021 Plan to (i) amend Section 5(b) of the 2021 Plan to remove the automatic annual increase in the number of shares of Common Stock reserved for issuance under the 2021 Plan on each anniversary date of the 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 2021 Plan and (ii) amend Section 15 of the 2021 Plan by adding a new paragraph (d) to provide for the recoupment or clawback of awards granted under the 2021 Plan; and

~~WHEREAS, on March 24, 2023, the Board approved this Amendment No. 1 to the 2021 Plan and recommended its approval to the Stockholders;~~

NOW, THEREFORE, pursuant to the power of amendment set forth in the 2021 Plan and subject to the approval of the Stockholders, the 2021 Plan is hereby amended as follows effective upon the approval by the Stockholders:

~~Section 5(b) of the 2021 is amended by deleting it in its entirety and replacing with the following:~~

~~“(b) Subject to Section 12 of this Plan, the Committee is authorized to grant Awards under this Plan for an aggregate of 608,000 shares of Common Stock.”~~

~~Section 15 of the 2021 Plan is amended by adding a new paragraph (d) which reads as follows:~~

~~“(d)~~ ~~Recoupment Policy~~. All Awards granted under the Plan, all amounts paid under the Plan and all Shares issued under the Plan shall be subject to reduction, recoupment, clawback, or recovery by the Company in accordance with Applicable Laws and with Company policy (whenever adopted) regarding same, whether or not such policy is intended to satisfy the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Sarbanes-Oxley Act, or other Applicable Laws, as well as any implementing regulations and/or listing standards. For purposes hereof, “~~Applicable Laws~~” means the requirements relating to the administration of equity-based awards or equity compensation plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Shares are listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted under the Plan.”

~~Except as hereinabove amended and modified, the 2021 Plan shall remain in full force and effect.~~

A majority in voting interest of the Stockholders present in person or by proxy and entitled to vote at the meeting of Stockholders at which this Amendment No. 1 to the Second Amended and Restated 2021 Stock Incentive Plan was considered, has duly approved this Amendment No. 1 to the Second Amended and Restated 2021 Stock Incentive Plan.

~~A-1~~

~~TABLE OF CONTENTS~~

~~Appendix B~~

~~FORM OF~~
~~AMENDMENT NO. 1 TO~~
~~iSPECIMEN INC.~~
~~AMENDED AND RESTATED~~
~~2021 STOCK INCENTIVE PLAN~~

WHEREAS, the Board desires to amend the 2021 Plan to amend Section 5(b) of the 2021 Plan to increase the number of shares of Common Stock reserved for issuance with respect to awards granted under the 2021 Plan from 608,000 shares of Common Stock to 1,869,500 shares of Common Stock; and

~~WHEREAS, on March 24, 2023, the Board approved this Amendment No. 1 to the 2021 Plan and recommended its approval to the Stockholders;~~

~~Section 5(b) of the 2021 is amended by deleting it in its entirety and replacing with the following:~~

~~Except as hereinabove amended and modified, the 2021 Plan shall remain in full force and effect.~~

~~IN WITNESS WHEREOF, this Amendment No. 1 to the Second Amended and Restated 2021 Stock Incentive Plan is made effective this day of , 2023.~~

~~iSPECIMEN INC.~~

~~By:~~

~~Name:~~

~~Tracy Curley~~

~~Title:~~

~~Chief Executive Officer~~

~~B-1~~

~~TABLE OF CONTENTS~~

~~APPENDIX C~~

~~FORM OF~~
~~AMENDMENT NO. 1 TO~~
~~iSPECIMEN INC.~~
~~AMENDED AND RESTATED~~
~~2021 STOCK INCENTIVE PLAN~~

WHEREAS, the Board desires to amend the 2021 Plan to (i) amend Section 5(b) of the 2021 Plan to (x) remove the automatic annual increase in the number of shares of Common Stock reserved for issuance under the 2021 Plan on each anniversary date of the 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 2021 Plan and (y) increase the number of shares of Common Stock reserved for issuance with respect to awards granted under the 2021 Plan from 608,000 shares of Common Stock to 1,869,500 shares of Common Stock and (ii) amend Section 15 of the 2021 Plan by adding a new paragraph (d) to provide for the recoupment or clawback of awards granted under the 2021 Plan; and

~~WHEREAS, on March 24, 2023, the Board approved this Amendment No. 1 to the 2021 Plan and recommended its approval to the Stockholders;~~

~~Section 5(b) of the 2021 is amended by deleting it in its entirety and replacing with the following:~~

~~“(b) Subject to Section 12 of this Plan, the Committee is authorized to grant Awards under this Plan for an aggregate of 1,869,500 shares of Common Stock.”~~

~~Section 15 of the 2021 Plan is amended by adding a new paragraph (d) which reads as follows:~~

~~Except as hereinabove amended and modified, the 2021 Plan shall remain in full force and effect.~~

~~C-1~~

~~TABLE OF CONTENTS~~

~~Appendix D~~

~~FORM OF~~

CERTIFICATE OF AMENDMENT
OF
FOURTH AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
iSPECIMEN INC.

A DELAWARE CORPORATION

PURSUANT TO SECTION 242 OF THE
GENERAL CORPORATION LAW OF THE STATE OF DELAWARE

iSpecimen Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:

First: That the name of this ~~corporation (the “Corporation”~~)Corporation is iSpecimen Inc.

Second: That the certificate of incorporation of the Corporation was originally filed with the Delaware Secretary of State on July 2, 2009 (the “Certificate of Incorporation”).

Third: That, upon the Effective Time (as hereinafter defined)~~, Article V~~ of this Certificate of Amendment (the “Split Effective Time”) each share of the ~~Certificate~~Common Stock issued and outstanding immediately prior to the date and time of ~~Incorporation~~the filing hereof with the Secretary of State of Delaware shall be ~~amended by adding~~automatically changed and reclassified into a ~~new Section 5.05 reading~~smaller number of shares such that each ( ) shares of issued Common Stock immediately prior to the Split Effective Time is reclassified into one share of Common Stock. Notwithstanding the immediately preceding sentence, there shall be no fractional shares issued and, in lieu thereof, a holder of Common Stock on the Split Effective Time who would otherwise be entitled to a fraction of a share as ~~follows:~~a result of the reclassification, following the Split Effective Time, shall receive a full share of Common Stock upon the surrender of such stockholders’ old stock certificate. No stockholders will receive cash in lieu of fractional shares.

“~~Section 5.05 Removal of Directors~~. Except as prohibited by applicable law, the stockholders holding a majority of the shares then entitled to vote at an election of directors may remove any director from office with or without cause.”

Fourth: That, the amendment to the Certificate of Incorporation of the Corporation herein was duly adopted by the Corporation’s Board of Directors at a Special Meeting of the Board of Directors held on ~~March 24, 2023,~~, 2024, and by the stockholders at a meeting of stockholders at which the necessary number of shares were voted in favor of the proposed amendment.

Fifth: That the amendment to the Certificate of Incorporation was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.

Sixth: This Certificate of Amendment to the Certificate of Incorporation of the Corporation shall become effective upon the filing of this Certificate of Amendment (the ~~“Effective Time”~~“Effective Time”).

[Signature Page Follows]

~~D-1~~A-1

TABLE OF CONTENTS

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SCAN TOVIEW MATERIALS & VOTE iSPECIMEN ~~INC. 450~~INC.450 Bedford StreetLexington, MA 02420 ~~SCAN TO VIEW MATERIALS & VOTEVOTE~~VOTE BY ~~INTERNET~~INTERNETBefore The Meeting - Go to www.proxyvote.com or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction ~~form.ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALSIf you would like~~form.During The Meeting - Go to ~~reduce~~www.virtualshareholdermeeting.com/ISPC2024You may attend the ~~costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically~~meeting via ~~e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using~~ the Internet and ~~when prompted, indicate~~vote during the meeting. Have the information that ~~you agree to receive or access proxy materials electronically~~is printed in ~~future years.VOTE~~the box marked by the arrow available and follow the instructions.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope

we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:~~V06083-P90297KEEP~~ V43160-P10295

KEEP THIS PORTION FOR YOUR ~~RECORDSTHIS~~RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND ~~DATED.DETACH~~DATED. DETACH AND RETURN THIS PORTION ONLY iSPECIMEN, ~~INC.THE~~INC. For Withhold For All To withhold authority to vote for any individual THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF THE DIRECTOR NOMINEES AllAll Except nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. AND “FOR” PROPOSALS NOS. TWO ~~THREE, FOUR~~ AND ~~FIVE.1.To~~THREE.1.To elect each of the ~~three~~two nominees listed below as Class IIIII directors to hold office until the ~~2026~~2027 annual meeting of stockholders, or until the election and qualification of their respective successors in office, subject to their earlier death, resignation or ~~removal. Nominees:~~removal.Nominees:01)~~John L. Brooks III02)~~Elizabeth Graham02)Tracy ~~Curley03)Theresa L. Mock ForWithholdFor AllTo withhold authority to vote for any individualAllAllExceptnominee(s), mark "For All Except" and write thenumber(s) of the nominee(s) on the line below.!!~~Curley !!! For Against Abstain 2.To approve amendments to (i) Section 5(b) of our Second Amended and Restated 2021 Stock Incentive Plan (the “2021 Plan”) to remove the automatic annual increase in the number of shares of common stock reserved for issuance under the 2021 Plan on each anniversary date of the 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 2021 Plan and (ii) Section 15 of the 2021 Plan adding a new paragraph (d) to provide for the recoupment or clawback of awards granted under the 2021 Plan. 3.To approve an amendment to Section 5(b) of the 2021 Plan to increase the number of shares of common stock reserved for issuance with respect to awards granted under the 2021 Plan from 608,000 shares of common stock to 1,869,500 shares of common stock. 4.To approve an amendment to our Fourth Amended and Restated Certificate of Incorporation to ~~permit removal~~reverse split the shares of ~~directors by stockholders, without cause. 5.To~~common stock.!!!3.To ratify the appointment of Wolf & Company, P.C. as our independent registered public accounting firm for the year ending December 31, ~~2023. 6.To~~2024.!!!4.To transact such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof.!!!NOTE: In the event that there are insufficient votes for, or otherwise in connection with, the approval of the proposals, the Annual Meeting may be adjourned to a later date or dates to permit further solicitation and vote of proxies.Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized ~~officer. ! Signature~~officer.Signature [PLEASE SIGN WITHIN BOX]DateSignature (Joint Owners)Date

	Page
~~Composition of our Board of Directors~~		25
~~Director Qualifications~~		25
~~Board Diversity Matrix~~		26
~~Director Independence~~		26
~~Board Leadership Structure and Board’s Role in Risk Oversight~~		27
~~Committees of the Board of Directors~~		27
~~Board and Board Committee Meetings and Attendance~~Indemnification Agreements		29
~~Executive Sessions~~ Outstanding Equity Awards at Fiscal Year-End		30
~~Director Attendance at Annual Meeting of Stockholders~~		30
~~Compensation Committee Interlocks and Insider Participation~~		30
~~Code of Business Conduct and Ethics~~		30
~~Communications with the Board~~		30
~~Delinquent Section 16(a) Filings~~		30
~~EXECUTIVE COMPENSATION~~		31
~~Summary Compensation Table~~		31
~~Employment Agreements~~		31
~~Indemnification Agreements~~		34
~~Outstanding Equity Awards at Fiscal Year-End~~		35
Changes in Control		3529
Compensation Committee Report		3529
DIRECTOR COMPENSATION		3630
Non-employee Director Compensation Table		3630
Equity Incentive Plans		3731
2013 Stock Incentive Plan		3731
Amended and Restated 2021 Stock Incentive Plan		3832
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		4135
Beneficial Ownership of Our Common Stock		41
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE		4337
Policies and Procedures for Related Party Transactions		4437
Employee, Officer and Director Hedging		4437
Piggyback Registration Rights		4537
Anti-Takeover Effects of Certain Provisions of Our Certificate of Incorporation and Bylaws		4537
Choice of Forum		4538
Indemnification of Directors and Officers		4639
Transfer Agent		4739
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR THE ~~2024~~2025 ANNUAL MEETING		4840
HOUSEHOLDING		4840
~~2022~~2023 ANNUAL REPORT		4840
~~APPENDIX~~Annex A — Amendment to the Fourth Amended and Restated Certificate of Incorporation		A-1
~~APPENDIX~~Annex B		~~B-1~~ — Proxy Card
~~APPENDIX C~~		~~C-1~~
~~APPENDIX D~~		~~D-1~~

				By Order of the Board of Directors,
				Name: Tracy Curley Title: Chief Executive Officer

	Year Ended December 31,
	2022			2021
Audit fees(1)		$	173,000		$	175,500
Audit-related fees(2)			16,500			127,500
All Other Fees			—			—
Total fees		$	189,500		$	303,000