Repeated delays as iSpecimen (NASDAQ: ISPC) lacks quorum for 2025 meeting

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

iSpecimen Inc. reported that its 2025 Annual Meeting of Stockholders, originally convened on December 31, 2025, has been repeatedly adjourned because not enough shares were represented to reach a quorum. The meeting was reconvened on January 23, 2026 and February 13, 2026, but a quorum was still not present.

The company now plans to reconvene the Annual Meeting on March 13, 2026 at 9:00 a.m. Eastern Time. Stockholders of record as of November 3, 2025 remain entitled to vote, and the proposals to be considered are unchanged from those described in the November 21, 2025 proxy statement.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Understanding 8-K Material Events →

02/18/2026 - 04:30 PM

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): February 13, 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 communications 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 8.01. Other Events.

On December 31, 2025, iSpecimen Inc. (the “Company”) convened its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). Because a quorum was not present, the Company adjourned the Annual Meeting to permit additional time for stockholders to vote on the proposals set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on November 21, 2025 (the “Proxy Statement”).

The Annual Meeting was reconvened on January 23, 2026 and again on February 13, 2026. At each reconvened meeting, a quorum was not present and the Annual Meeting was adjourned.

The Company intends to reconvene the Annual Meeting on March 13, 2026, at 9:00 a.m. Eastern Time. The record date for determination of stockholders entitled to vote at the Annual Meeting remains November 3, 2025. No changes have been made to the proposals to be voted on at the Annual Meeting, which are described in the Proxy Statement.

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: February 18, 2026

iSPECIMEN INC.

By:	/s/ Katharyn Field
	Name:	Katharyn Field
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

Why did iSpecimen (ISPC) adjourn its 2025 Annual Meeting of Stockholders?

iSpecimen adjourned its 2025 Annual Meeting because a quorum was not present. The meeting was convened on December 31, 2025 and reconvened twice more, but insufficient shares were represented to conduct official business or vote on proposals.

When will iSpecimen (ISPC) reconvene its 2025 Annual Meeting?

iSpecimen plans to reconvene its 2025 Annual Meeting on March 13, 2026 at 9:00 a.m. Eastern Time. This follows earlier attempts on December 31, 2025, January 23, 2026 and February 13, 2026 that lacked a sufficient quorum of voting shares.

What record date applies for voting at iSpecimen’s 2025 Annual Meeting?

The record date for iSpecimen’s 2025 Annual Meeting remains November 3, 2025. Only stockholders who held shares as of that date are entitled to vote when the meeting is reconvened on March 13, 2026, despite the prior adjournments.

Have the proposals for iSpecimen’s 2025 Annual Meeting changed?

The proposals have not changed. iSpecimen states that the matters to be voted on remain those described in its definitive proxy statement filed on November 21, 2025. Stockholders will consider the same set of proposals when the meeting reconvenes in March 2026.

Where can investors find details on iSpecimen’s 2025 Annual Meeting proposals?

Investors can find proposal details in iSpecimen’s definitive proxy statement filed on November 21, 2025. The company confirms that all proposals to be voted on at the reconvened 2025 Annual Meeting are described in that proxy statement and remain unchanged.

Does the lack of quorum affect who can vote at iSpecimen’s 2025 meeting?

The lack of quorum delays voting but does not change voter eligibility. Only stockholders of iSpecimen who were on the company’s books as of November 3, 2025 continue to be entitled to vote when the meeting is reconvened on March 13, 2026.

Filing Exhibits & Attachments

3 documents