[8-K] iSpecimen Inc. Reports Material Event

Rhea-AI Filing Summary

iSpecimen Inc. reported voting results from its October 30, 2025 special meeting. Stockholders approved multiple capital actions, including a reverse stock split in a range of 1:10 to 1:100, an increase in authorized capital stock from 250,000,000 to 1,000,000,000, and approvals under Nasdaq Listing Rule 5635(d) for potential private financings and an equity line of credit that could exceed 19.99% of outstanding shares and occur below the Minimum Price.

As of the July 25, 2025 record date, 3,979,517 common shares were outstanding and entitled to vote. A quorum was present with 1,437,502 shares represented, approximately 36% of those entitled to vote. Stockholders also approved amending certain outstanding convertible securities to raise the conversion price floor from 50% to 80% of the lowest volume-weighted average price during the measurement period, and authorized other business properly brought before the meeting.

Insights

Capital markets counsel

Approvals expand financing flexibility; dilution depends on future use.

The meeting outcomes permit a broad set of capital actions: a reverse split (1:10–1:100), authorized share increase to 1,000,000,000, and issuances under Nasdaq 5635(d) for private financings and an equity line potentially above 19.99% and below the Minimum Price. These approvals create pathways for future transactions but do not, by themselves, issue shares.

Raising the conversion price floor on certain convertibles from 50% to 80% of the lowest VWAP tightens pricing mechanics in favor of higher conversion thresholds. Actual effects hinge on transaction sizing and timing set by the Board and counterparties.

Key anchors are the October 30, 2025 vote and the record base of 3,979,517 shares as of July 25, 2025. Any impact on ownership or pricing will derive from specific financings executed under these approvals.

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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, 2025

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. ☐

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

On October 30, 2025, iSpecimen Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). As of the close of business on July 25, 2025, the record date for the Special Meeting, there were 3,979,517 shares of the Company’s common stock outstanding and entitled to vote. A total of 1,437,502 shares were present in person or represented by proxy, constituting approximately 36% 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 on October 14, 2025. The final voting results for each proposal are set forth below.

1. Approval of Reverse Stock Split

To approve an amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation (the “Charter”) to effect a reverse stock split of the Company’s 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 (the “Board”) at its discretion.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
1,387,412		43,787		6,303		0

Proposal 1 was approved.

2. Approval of Increase in Authorized Shares

To approve an amendment to the Charter to increase the total number of authorized shares of capital stock from 250,000,000 to 1,000,000,000.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
1,370,770		56,782		9,950		0

Proposal 2 was approved.

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

To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of common stock (and/or securities convertible into or exercisable for common stock) in one or more private financing transactions, potentially exceeding 19.99% of the outstanding shares or voting power and at a price below the Minimum Price (as defined in Nasdaq rules).

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
1,363,393		59,174		14,935		0

Proposal 3 was approved.

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4. Approval of Amendment to Certain Outstanding Convertible Securities

To approve an amendment to certain outstanding convertible securities to increase the conversion price floor from 50% to 80% of the lowest volume-weighted average price during the applicable measurement period.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
1,392,669		34,900		9,933		0

Proposal 4 was approved.

5. Approval Pursuant to Nasdaq Listing Rule 5635(d) - Equity Line of Credit

To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the Company’s entry into an equity line of credit arrangement and the potential issuance of shares thereunder in excess of 19.99% of the outstanding shares or voting power and at a price below the Minimum Price (as defined in Nasdaq rules).

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
1,364,315		58,172		15,015		0

Proposal 5 was approved.

6. Other Business

To transact such other business as may properly come before the Special Meeting or any adjournment or postponement thereof.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
1,378,910		44,077		14,515		0

Proposal 6 was approved.

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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: November 3, 2025

	iSPECIMEN INC.
	By:	/s/ Robert Bradley Lim
	Name:	Robert Bradley Lim
	Title:	Chief Executive Officer

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FAQ

What did ISPC stockholders approve at the special meeting?

They approved a reverse split (1:10 to 1:100), increasing authorized capital stock to 1,000,000,000, private financing and equity line issuances under Nasdaq 5635(d), and a higher conversion price floor.

How many ISPC shares were outstanding and entitled to vote?

Shares outstanding and entitled to vote were 3,979,517 as of the July 25, 2025 record date.

What was the voter turnout at the ISPC special meeting?

A total of 1,437,502 shares were represented, constituting approximately 36% of shares entitled to vote, establishing a quorum.

What reverse stock split range did ISPC approve?

A reverse split range of 1:10 to 1:100, with the exact ratio to be determined by the Board at its discretion.

How did ISPC change its authorized capital stock?

Authorized capital stock increased from 250,000,000 to 1,000,000,000.

What Nasdaq 5635(d) approvals did ISPC receive?

Approvals for potential issuances in private financings and an equity line that may exceed 19.99% of outstanding shares and be priced below the Minimum Price.

What change was made to certain ISPC convertible securities?

The conversion price floor was raised from 50% to 80% of the lowest volume-weighted average price during the measurement period.