iSpecimen holders approve financing discounts up to 80%

Previously submitted proxies on the pending reverse-split proposal remain valid unless revoked.

Rhea-AI Filing Summary

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%.

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

Common shares outstanding: 2,518,590 shares Shares represented: 1,287,547 shares Shares represented as a proportion of shares entitled to vote: Approximately 51.1% +4 more

7 metrics

Common shares outstanding 2,518,590 shares As of the August 12, 2026 record date.

Shares represented 1,287,547 shares Present in person or represented by proxy at the special meeting.

Shares represented as a proportion of shares entitled to vote Approximately 51.1% At the special meeting; constituted a quorum.

Potential issuance threshold More than 19.99% Proposal 1 relates to common stock outstanding immediately before the transaction.

Potential financing price discount Up to 80% Proposal 3; from the applicable lowest volume weighted average price.

Proposed reverse split ratio range 1-for-10 to 1-for-100 Proposal 2; voting was adjourned.

Asset Acquisition proposal votes for 791,600 votes Final vote tally.

Key Terms

Pre-Funded Warrants, Minimum Price, volume weighted average price, quorum, +1 more

5 terms

Pre-Funded Warrants financial

"shares of common stock underlying Pre-Funded Warrants"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

Minimum Price financial

"at a price that may be below the Minimum Price"

The minimum price is the lowest allowable or acceptable price at which a security, share offering, product, or sale can be bought or sold. Think of it like the smallest tag on a store item that the seller will accept; for investors it sets a floor for entry or sale, affects potential returns and liquidity, and can influence demand by limiting purchases below that level.

volume weighted average price financial

"discount of up to 80% from the applicable lowest volume weighted average price"

The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.

quorum technical

"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.

BROKER NON-VOTE technical

"BROKER NON-VOTE"

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.

Which iSpecimen (ISPC) proposals were approved?

Stockholders approved Proposals 1, 3, 4 and 5. They cover issuances under the May 8, 2026 securities purchase agreement, issuances in future financing transactions, the Asset Acquisition with Foldlab AI Ltd., and adjournment to solicit additional proxies.

When will iSpecimen (ISPC) stockholders vote on the proposed reverse split?

Voting on the proposed reverse split was adjourned to October 30, 2026, at 10:00 a.m. Eastern Time, at a virtual meeting. The August 12, 2026 record date remains in effect, and proxies previously submitted on Proposal 2 remain valid unless revoked.

How did iSpecimen (ISPC) stockholders vote on the Asset Acquisition?

The Asset Acquisition proposal received 791,600 votes for, 21,269 against and 88 abstentions, with 474,590 broker non-votes. The proposal included issuance of common stock as partial consideration under the agreement with Foldlab AI Ltd.

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 9, 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.

On October 9, 2026, iSpecimen Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). As of the close of business on August 12, 2026, the record date for the Special Meeting, there were 2,518,590 shares of the Company’s common stock outstanding and entitled to vote. A total of 1,287,547 shares were present in person or represented by proxy, constituting approximately 51.1% of the shares outstanding and entitled to vote and therefore representing a quorum.

The proposals submitted to the stockholders at the Special Meeting are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on September 14, 2026. The final voting results for Proposal Nos. 1, 3, 4 and 5 are set forth below. As described below, the Special Meeting was adjourned with respect to Proposal No. 2 only.

1. Approval Pursuant to Nasdaq Listing Rule 5635(d) - Pre-Funded Warrants

To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of common stock underlying Pre-Funded Warrants and any additional shares issuable pursuant to the most-favored-nation, anti-dilution and price adjustment provisions of the Securities Purchase Agreement dated May 8, 2026, which may result in the issuance of more than 19.99% of the Company’s outstanding common stock immediately prior to such transaction, at a price that may be below the Minimum Price (as defined in Nasdaq rules).

FOR		AGAINST				ABSTAIN				BROKER NON-VOTE
779,705			33,092				160				474,590

Proposal 1 was approved.

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. 

Pursuant to the approval of Proposal No. 5 described below, the Special Meeting was adjourned with respect to Proposal No. 2 only, without the polls on Proposal No. 2 having been closed, to October 30, 2026, at 10:00 a.m. Eastern Time, to be held virtually (the “Adjourned Meeting”), to provide stockholders additional time to vote on Proposal No. 2. The record date for the Adjourned Meeting remains the close of business on August 12, 2026. Proxies previously submitted with respect to Proposal No. 2 remain valid unless revoked. The Company will report the final voting results on Proposal No. 2 in a Current Report on Form 8-K following the Adjourned Meeting.

1

3. Approval Pursuant to Nasdaq Listing Rule 5635(d) - Future Convertible Financing Transactions

To approve, for purposes of Nasdaq Listing Rule 5635(d), the issuance of shares of common stock upon conversion, exercise or exchange of convertible or equity-linked securities that may be issued during the 12-month period following stockholder approval in one or more future financing transactions, at a conversion or exercise price reflecting a discount of up to 80% from the applicable lowest volume weighted average price, including shares issuable pursuant to interest, fees, warrants, resets, most-favored-nation rights and anti-dilution adjustments.

FOR		AGAINST				ABSTAIN				BROKER NON-VOTE
782,722			30,099				136				474,590

Proposal 3 was approved. 

4. Approval of Asset Acquisition

To approve the Asset Acquisition (as defined in the proxy statement), including the issuance of shares of common stock as partial consideration therefor, pursuant to the Asset Purchase Agreement dated September 4, 2026 by and between the Company and Foldlab AI Ltd. 

FOR		AGAINST				ABSTAIN				BROKER NON-VOTE
791,600			21,269				88				474,590

Proposal 4 was approved.

5. Approval of Adjournment

To approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve Proposal Nos. 1, 2, 3 or 4.

FOR		AGAINST				ABSTAIN				BROKER NON-VOTE
1,150,689			112,799				24,059				0

Proposal 5 was approved.

No other business was properly brought before the Special Meeting.

2

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: October 9, 2026

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

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• EX-101 XBRL LABEL FILE 33.4 KB
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