iSpecimen Inc. filings document material events, governance matters, capital-structure changes, and reporting status for the company’s Nasdaq-listed common stock. Recent 8-K disclosures cover the completed 1-for-40 reverse stock split, related certificate amendments, Regulation FD press-release exhibits, shareholder meeting adjournments, and board composition changes.
The company’s regulatory record also includes emerging growth company disclosures and a Rule 12b-25 notice tied to its annual report filing process. These filings provide formal records of iSpecimen’s public-company obligations alongside its biospecimen marketplace operations.
iSpecimen Inc. revised the approval standard for Proposal No. 2, its proposed reverse stock split. The special meeting was convened October 9, 2026, and adjourned only on Proposal No. 2 to October 30, 2026, at 10:00 a.m. Eastern. Approval requires votes “FOR” to exceed votes “AGAINST”; abstentions and shares not voted have no effect. The company says it expects to meet Nasdaq’s minimum-holder requirement immediately after the split takes effect.
The proposal would authorize a 1-for-10 to 1-for-100 reverse split, with the exact ratio set by the board. Brokers may vote uninstructed street-name shares at their discretion. Stockholders may vote or change votes online or by phone through 11:59 p.m. Eastern on October 29, 2026, or at the adjourned meeting. Previously submitted votes remain valid unless properly revoked; the board unanimously recommends “FOR” Proposal No. 2.
iSpecimen Inc. revised the approval standard for its reverse stock split proposal, which will be voted on at the adjourned special meeting on October 30, 2026. Approval requires votes cast “FOR” to exceed votes cast “AGAINST”; abstentions and shares not voted have no effect. The proposal seeks authorization for a reverse split at a ratio from 1-for-10 to 1-for-100, with the exact ratio set by the board.
The meeting was convened on October 9, 2026, and stockholders voted on Proposals 1, 3, 4 and 5; only Proposal 2 remains for the adjourned meeting. Holders of record as of August 12, 2026, were entitled to vote; 2,518,590 common shares were issued and outstanding on that date. Brokers may vote uninstructed street-name shares on Proposal 2.
iSpecimen Inc. reported that stockholders approved Proposals 1, 3, 4 and 5 at its October 9, 2026 special meeting. Proposal 4 approved the Asset Acquisition under the September 4, 2026 agreement with Foldlab AI Ltd., including common stock as partial consideration.
Proposals 1 and 3 approved stockholder authorizations for issuances under the May 8, 2026 securities purchase agreement and in future financing transactions. The Proposal 1 issuance may exceed 19.99% of common shares outstanding immediately before the transaction and may be priced below the Minimum Price. Proposal 3 covers securities issuable during the 12 months following approval, at a conversion or exercise price reflecting a discount of up to 80% from the applicable lowest volume weighted average price.
Voting on Proposal 2, a proposed reverse split in a 1-for-10 to 1-for-100 range, was adjourned to October 30, 2026, at 10:00 a.m. Eastern Time. At the August 12, 2026 record date, 2,518,590 common shares were outstanding; 1,287,547 were present or represented by proxy, approximately 51.1%.
iSpecimen Inc. (ISPC) is calling a virtual special meeting on October 9, 2026 to seek stockholder approval for several capital and strategic actions. Holders of 2,518,590 common shares as of August 12, 2026 may vote.
Proposal 1 would approve, under Nasdaq Listing Rule 5635(d), issuing more than 19.99% of pre‑May 8, 2026 shares in connection with a May 2026 PIPE, including full‑ratchet anti‑dilution and most‑favored‑nation adjustments to pre‑funded warrants. Proposal 2 would authorize, but not require, a reverse stock split between 1‑for‑10 and 1‑for‑100, following prior 1‑for‑20 (2024) and 1‑for‑40 (2026) splits, mainly to help maintain Nasdaq listing and increase available authorized but unissued shares.
Proposal 3 would pre‑approve future convertible or equity‑linked financings over the next 12 months at discounts up to 80% from the lowest VWAP, potentially causing substantial dilution. Proposal 4 seeks approval of a $4.5 million AI asset acquisition from Foldlab AI Ltd., paid as $2.0 million in milestones plus $2.5 million in stock locked in escrow for five years. Proposal 5 would allow adjournment to solicit more proxies if needed.
iSpecimen Inc. (ISPC) received notice on September 8, 2026 that Nasdaq has granted an extension to regain compliance with Nasdaq Listing Rule 5550(b), which requires either $2,500,000 in stockholders’ equity, $35,000,000 in market value of listed securities, or $500,000 in net income from continuing operations. iSpecimen’s plan includes a private placement that closed on May 11, 2026 with approximately $2.5 million in gross proceeds and a planned best-efforts public offering of approximately $5 million in gross proceeds, along with projections indicating stockholders’ equity of about $5.1 million through June 30, 2027. Based on these submissions, Nasdaq extended the company’s deadline to evidence compliance to November 25, 2026, after which failure to demonstrate compliance in required public reports, including the report for the year ended December 31, 2026, could result in delisting, though the current deficiency notice has no immediate effect on trading.
iSpecimen Inc. (ISPC) is asking stockholders at an October 9, 2026 virtual special meeting to approve several highly dilutive capital actions and an AI asset acquisition. One proposal seeks Nasdaq-required approval to remove the 19.99% cap on shares issuable under a May 2026 PIPE, which included 488,281 common shares at $5.12 and pre-funded warrants with full‑ratchet anti‑dilution and most‑favored‑nation terms.
A second proposal would authorize the Board, for 12 months, to implement a reverse stock split between 1‑for‑10 and 1‑for‑100 without further stockholder approval, primarily to help maintain Nasdaq’s $1.00 minimum bid price; authorized shares would remain unchanged, increasing capacity for future issuances. A third proposal pre‑approves one or more future convertible or equity‑linked financings over 12 months with conversion or exercise prices discounted by up to 80% from the lowest volume‑weighted average price, potentially issuing a large number of shares.
The fourth proposal seeks approval of an Asset Acquisition from Foldlab AI Ltd. for $2.0 million in cash (milestone‑based) and $2.5 million in common stock, issued at a 10‑day VWAP and locked in escrow for five years. As of August 12, 2026, iSpecimen had 2,518,590 common shares outstanding; all directors and officers report no beneficial ownership.
iSpecimen Inc. (ISPC) agreed to acquire AI software and related intellectual property from Foldlab AI Ltd. for up to $4.5 million, combining cash and stock. The purchase price includes $2.0 million in cash and $2.5 million in common stock. Of the cash portion, $750,000 is payable at closing, with two additional milestone payments of $625,000 each only if the two AI products are successfully delivered, tested and accepted under objective criteria.
The stock portion will equal $2.5 million divided by the ten-day VWAP before closing and will be issued into escrow, subject to a five-year escrow and lock-up with no leak-out. Holders grant the company an irrevocable proxy under a voting rights agreement on specified matters. Closing is conditioned on iSpecimen stockholder approval of the transaction and stock issuance, Nasdaq listing approval for the shares, a valid private-placement exemption, required regulatory and third-party consents, and the absence of a material adverse effect on the transferred assets. The agreement includes seller indemnification with a $25,000 basket and a $100,000 cap for general representation claims.
iSpecimen Inc. (ISPC) announced a leadership change, with Katharyn Field transitioning from her role as Chief Executive Officer. The company states that her departure is not due to any disagreement regarding operations, policies, or practices, and she will continue in an internal advisory and consulting capacity.
The Board appointed Shahin Behroyan as Chief Executive Officer effective August 26, 2026. Behroyan is a Vancouver-based entrepreneur with more than two decades of experience across investments, consumer packaged goods, healthcare and wellness, politics, and market research, including work with multinational and emerging growth companies.
Behroyan will serve as CEO under an Independent Contractor Agreement through his corporation 1605811 BC Ltd. The agreement provides an annual fee of $350,000, paid in monthly installments, no employee benefits, and allows termination by the Board at any time. If terminated without cause or if he resigns for good reason, he is entitled to a $67,500 severance payment.
iSpecimen Inc. entered into a Consulting Agreement with IR Agency LLC on August 12, 2026. The consultant will provide non-exclusive marketing and news distribution services to the financial community for a three‑month term, covering up to ten news releases. iSpecimen agreed to pay a fully earned, non‑refundable $2,000,000 cash fee by August 13, 2026. Either party may terminate at any time on written notice, but iSpecimen will not receive a refund if it terminates during the initial term. The consultant will not solicit orders or provide investment advice and must comply with U.S. securities laws. The agreement includes provisions on promotional disclosures, confidentiality, material non‑public information, indemnification, liability limitations and binding arbitration in New Jersey.
iSpecimen Inc. reported a steep decline in activity for the six months ended June 30, 2026, with revenue of $307,949 compared with $1,770,645 a year earlier and a net loss of $3,638,032 versus $2,705,639. For the quarter, revenue was $151,940 and the operating loss was $1,362,986. Cash and cash equivalents were $4,414,364, but the company had negative working capital of $992,538 and an accumulated deficit of $85,988,181.
The company disclosed that these conditions raise substantial doubt about its ability to continue as a going concern, despite cost-cutting measures that have significantly reduced compensation costs and a shift of technology spend into internally developed software, including its AI-powered Inventory Agent. Operations used $4,051,471 of cash in the first half, partly offset by a $2,500,000 May 2026 private placement and a subsequent $5,000,000 August 2026 offering, as iSpecimen continues to depend on external financing while pursuing growth of its biospecimen marketplace.