iSpecimen holders approve up to 1-for-100 reverse split

At the October 30 meeting, 1,295,828 shares were represented, approximately 51.5% of those entitled to vote.

Available on EDGAR 11/02/2026 - 05:01 PM EST Accepted by SEC EDGAR 11/02/2026 - 05:00 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

iSpecimen Inc. stockholders approved an amendment authorizing a reverse stock split of common stock at a ratio from one-for-ten (1:10) to one-for-one hundred (1:100), with the exact ratio to be determined by the board.

The proposal passed under a standard requiring votes FOR to exceed votes AGAINST; abstentions had no effect. It received 1,152,016 votes FOR, 142,944 AGAINST and 868 abstentions, with no broker non-votes. As of August 12, 2026, 2,518,590 common shares were outstanding and entitled to vote. At the October 30, 2026 meeting, 1,295,828 shares were present or represented by proxy, approximately 51.5%.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Authorized reverse split ratio range: one-for-ten (1:10) to one-for-one hundred (1:100) Votes FOR: 1,152,016 shares Votes AGAINST: 142,944 shares +4 more

7 metrics

Authorized reverse split ratio range one-for-ten (1:10) to one-for-one hundred (1:100) Amendment approved by stockholders

Votes FOR 1,152,016 shares Vote on the reverse split amendment

Votes AGAINST 142,944 shares Vote on the reverse split amendment

Abstentions 868 shares Vote on the reverse split amendment

Common shares outstanding and entitled to vote 2,518,590 shares As of August 12, 2026

Shares present or represented by proxy 1,295,828 shares October 30, 2026 meeting

Shares represented as a portion of shares entitled to vote approximately 51.5% October 30, 2026 meeting

Key Terms

reverse stock split, quorum, record date, broker non-vote

4 terms

reverse stock split financial

"effect a reverse stock split of the Company’s outstanding shares"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

quorum regulatory

"therefore representing a quorum"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

record date regulatory

"the record date for the Special Meeting"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

broker non-vote regulatory

"BROKER NON-VOTE 0"

A broker non-vote happens when a brokerage firm holds shares in street name for a client but does not cast a ballot on a particular shareholder item because the broker lacks discretionary authority to vote that matter. Think of it like a person who owns a ticket but the ticket-holder refuses to vote on some issues; the share counts for ownership but not for that vote, which can affect whether proposals reach the required number of votes or a quorum.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What reverse stock split did ISPC stockholders approve?

Stockholders approved an amendment authorizing a reverse stock split at a ratio from one-for-ten (1:10) to one-for-one hundred (1:100). The board will determine the exact ratio.

How did ISPC stockholders vote on the reverse split proposal?

The proposal received 1,152,016 votes FOR, 142,944 AGAINST and 868 abstentions, with no broker non-votes. Approval required votes FOR to exceed votes AGAINST; abstentions had no effect.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 30, 2026

iSpecimen Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-40501		27-0480143
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

8 Cabot Road, Suite 1800
Woburn, MA 01801

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (781) 301-6700

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		ISPC		The Nasdaq Stock Market LLC

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).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

As previously reported, on October 9, 2026, iSpecimen Inc. (the “Company”) convened a special meeting of stockholders (the “Special Meeting”), at which the Company’s stockholders voted on Proposal Nos. 1, 3, 4 and 5, and the Special Meeting was adjourned with respect to Proposal No. 2 only. The final voting results for Proposal Nos. 1, 3, 4 and 5 were reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 9, 2026. On October 30, 2026, the Company reconvened the Special Meeting with respect to Proposal No. 2 (the “Adjourned Meeting”). As of the close of business on August 12, 2026, the record date for the Special Meeting, including the Adjourned Meeting, there were 2,518,590 shares of the Company’s common stock outstanding and entitled to vote. A total of 1,295,828 shares were present in person or represented by proxy at the Adjourned Meeting, constituting approximately 51.5% of the shares outstanding and entitled to vote and therefore representing a quorum.

Proposal No. 2 is described in detail in the Company’s definitive proxy statement filed with the SEC on September 14, 2026, as supplemented by the supplement filed with the SEC on October 19, 2026. The final voting results for Proposal No. 2 are set forth below.

2. Approval of Reverse Stock Split

To approve an amendment to the Company’s Fifth Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s outstanding shares of common stock at a ratio in a range of one-for-ten (1:10) to one-for-one hundred (1:100), with the exact ratio to be determined by the Board of Directors at its discretion.

In accordance with Section 242(d)(2) of the Delaware General Corporation Law, as described in the supplement to the proxy statement, Proposal No. 2 required that the votes cast “FOR” the proposal exceed the votes cast “AGAINST” the proposal. Abstentions had no effect on the outcome.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
1,152,016		142,944		868		0

Proposal 2 was approved.

No other business was properly brought before the Adjourned Meeting.

1

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: November 2, 2026

	iSPECIMEN INC.
	By:	/s/ Shahin Behroyan
	Name:	Shahin Behroyan
	Title:	Chief Executive Officer

2

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB