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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers.
Departure of Chief Executive Officer
On August 26, 2026, Katharyn Field informed the Board of Directors (the “Board”) of iSpecimen Inc. (the “Company”) of her decision to transition from her role as Chief Executive Officer. Ms. Field’s departure as Chief Executive Officer was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. Ms. Field will continue to support the Company in an internal advisory and consulting capacity.
Appointment of Chief Executive Officer
On August 26, 2026, the Board appointed Shahin Behroyan as Chief Executive Officer of the Company, effective immediately.
Mr. Behroyan, age 39, is a Vancouver-based entrepreneur and business leader with more than two decades of experience spanning investments, consumer packaged goods, healthcare and wellness, politics, and market research. Mr. Behroyan has experience with billions of dollars in aggregate transaction value over the course of his career and a significant history of working with multinational companies. Mr. Behroyan also has broad experience with emerging growth companies, where he played a central role in building companies and securing national retail distribution across Canada, helping drive brand growth from pre-revenue to millions of dollars in sales. Mr. Behroyan has extensive experience in political organizing and fundraising, including work for former British Columbia Premier Gordon Campbell. Mr. Behroyan brings additional market research expertise from his work with Campaign Research of Toronto. Mr. Behroyan holds a Bachelor of Arts from Simon Fraser University.
In connection with his appointment, the Company entered into an Independent Contractor Agreement with Mr. Behroyan, dated August 26, 2026 (the “Contractor Agreement”), pursuant to which Mr. Behroyan, through his personal corporation, 1605811 BC Ltd., a company incorporated under the laws of the Province of British Columbia, Canada, will serve as Chief Executive Officer of the Company. The Contractor Agreement provides for an annual fee of $350,000, payable in equal monthly installments of $29,166.67. Mr. Behroyan will serve as an independent contractor and will not be eligible for any employee benefits. The Contractor Agreement commenced on August 26, 2026 and may be terminated by the Board at any time, with or without notice, and with or without cause. In the event of termination without cause or termination by Mr. Behroyan for good reason, the Company will provide Mr. Behroyan with a severance payment of $67,500. The Contractor Agreement also contains customary confidentiality provisions.
There are no family relationships between Mr. Behroyan and any director or executive officer of the Company, and there are no arrangements or understandings between Mr. Behroyan and any other person pursuant to which he was appointed as Chief Executive Officer, other than the Contractor Agreement described above. There are no transactions in which Mr. Behroyan has an interest requiring disclosure under Item 404(a) of Regulation S-K.
The foregoing description of the Contractor Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Contractor Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Independent Contractor Agreement, dated August 26, 2026, by and between iSpecimen Inc. and Shahin Behroyan. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 31, 2026
| iSPECIMEN INC. | |||
| By: | /s/ Shahin Behroyan | ||
| Name: | Shahin Behroyan | ||
| Title: | Chief Executive Officer | ||
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Exhibit 10.1
INDEPENDENT CONTRACTOR AGREEMENT
This Independent Contractor Agreement (the “Agreement”) is made and entered into as of this August 26, 2026 by and between iSpecimen Inc., a Delaware corporation, and Shahin Behroyan Lim (the “Contractor”) through his personal corporation,1605811 BC Ltd., a company incorporated under the laws of the Province of British Columbia, Canada.
| 1. | Engagement and Scope of Services |
| 1.1 | The Company hereby retains Contractor as an independent contractor to provide strategic leadership, oversight, and advisory services as Chief Executive Officer (the “CEO”) of the Company. |
| 1.2 | Contractor’s services shall include, but are not limited to: |
| a. | Providing strategic advice and guidance to the Company’s executive team and Board of Directors. |
| b. | Overseeing and advancing Company initiatives. |
| c. | Performing other services as requested by the Board of Directors, which are consistent with the role of CEO. |
| 2. | Term |
This Agreement shall commence on August 26, 2026, and may be terminated by the Board of Directors of the Company at any time with or without notice, and with or without cause.
| 3. | Compensation |
| 3.1 | Annual Fee: In consideration of the services provided, the Company shall pay Contractor $350,000 USD per annum, paid in equal monthly installments of $29,166.67 USD. Payments will be made no later than the 10th day of each month. |
| 4. | Independent Contractor Relationship |
| 4.1 | Contractor is and shall remain an independent contractor. This Agreement does not create an employer-employee, partnership, or joint venture relationship between the parties. |
| 4.2 | Contractor shall not be eligible for any benefits the Company provides to its employees, including health insurance, retirement plans, or paid leave. Contractor shall be solely responsible for all federal, state, and local taxes on payments received. |
| 5. | Availability and Resources |
| 5.1 | Contractor agrees to be reasonably available during business hours to fulfill the services under this Agreement. Contractor may perform services remotely or on-site as required and mutually agreed upon. |
| 5.2 | Contractor shall provide his own resources, equipment, and personnel necessary to fulfill his responsibilities unless otherwise agreed in writing by the Company. |
| 6. | Confidentiality |
| 6.1 | Contractor agrees to maintain the confidentiality of all non-public information regarding the Company, its affiliates, and its business operations, except as required by law or permitted with the Company’s prior written consent. |
| 6.2 | This confidentiality obligation shall survive the termination of this Agreement and remain in effect indefinitely. |
| 7. | Governing Law and Dispute Resolution |
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware excluding its conflict of law principles. Any disputes arising from or relating to this Agreement shall first be submitted to binding arbitration under the rules of the American Arbitration Association. Arbitration shall occur before a single arbitrator mutually selected by both parties. If arbitration does not fully resolve the matter, the parties agree that the exclusive jurisdiction for any remaining disputes shall be the courts of the State of Massachusetts.
| 8. | Severance |
If the Contractor is terminated by the Company without Cause, or in the event that the Contractor terminates this Agreement for Good Reason, the Company agrees to provide the Contractor with severance payment equivalent of $67,500 USD.
| 9. | Entire Agreement |
This Agreement, along with any exhibits or addenda attached hereto, constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and
negotiations concerning the subject matter hereof.
| 10. | Amendments |
Any amendments to this Agreement shall be in writing and signed by both parties.
[Signature page to follow]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
| The Company: iSpecimen Inc. | ||
| Per: | ||
| /s/ Avtar Dhaliwal | ||
| Name: | Avtar Dhaliwal | |
| Title: | Member of Board of Directors | |
| The Contractor: Shahin Behroyan | ||
| Per: | ||
| /s/ Shahin Behroyan | ||
| Name: | Shahin Behroyan | |
| Title: | Chief Executive Officer | |
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