iSpecimen (ISPC) investors approve director, auditor and 2025 stock incentive plan

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

iSpecimen Inc. reported the results of its reconvened 2025 Annual Meeting of Stockholders held on May 29, 2026. Of 8,478,579 common shares eligible to vote as of November 3, 2025, 2,979,059 shares were present or represented by proxy, establishing a quorum of approximately 35.14%.

Stockholders elected Arphing (Tommy) Lee as a Class I director for a three-year term, with 562,361 votes for and 150,431 withheld, and 2,266,267 broker non-votes. They also ratified Bush & Associates CPA LLC as independent registered public accounting firm for the year ending December 31, 2025, by 2,424,420 votes for, 155,256 against, and 399,383 abstentions.

In addition, stockholders approved the iSpecimen Inc. 2025 Stock Incentive Plan, receiving 461,073 votes for, 186,740 against, 64,979 abstentions, and 2,266,267 broker non-votes. These outcomes confirm the company’s proposed director slate, auditor, and equity incentive plan for 2025.

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

Shares eligible to vote: 8,478,579 shares Shares at meeting (quorum): 2,979,059 shares Director election votes for: 562,361 votes +5 more

8 metrics

Shares eligible to vote 8,478,579 shares Common stock issued and outstanding as of November 3, 2025

Shares at meeting (quorum) 2,979,059 shares Approximately 35.14% of eligible shares present or represented by proxy

Director election votes for 562,361 votes Votes for Arphing (Tommy) Lee as Class I director

Director election votes withheld 150,431 votes Votes withheld for Arphing (Tommy) Lee; 2,266,267 broker non-votes

Auditor ratification votes for 2,424,420 votes Ratification of Bush & Associates CPA LLC for year ending December 31, 2025

Auditor ratification votes against 155,256 votes Opposition to Bush & Associates CPA LLC; 399,383 abstentions

Stock Incentive Plan votes for 461,073 votes Approval of iSpecimen Inc. 2025 Stock Incentive Plan

Stock Incentive Plan votes against 186,740 votes Opposition to the 2025 Stock Incentive Plan; 64,979 abstentions, 2,266,267 broker non-votes

Key Terms

quorum, broker non-vote, independent registered public accounting firm, Stock Incentive Plan, +2 more

6 terms

quorum financial

"a quorum of 2,979,059 shares, or approximately 35.14% of the eligible shares, was present or represented"

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 financial

"Arphing (Tommy) Lee | | 562,361 | | 150,431 | | 2,266,267"

independent registered public accounting firm regulatory

"ratification of the appointment of Bush & Associates CPA LLC as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Stock Incentive Plan financial

"The third proposal was the approval of the iSpecimen Inc. 2025 Stock Incentive Plan."

A stock incentive plan is a company program that gives employees or directors pieces of ownership or the right to buy shares over time, similar to receiving a bonus paid in company stock instead of cash. Investors pay attention because these plans align staff incentives with long‑term company performance but can also dilute existing shareholders and affect reported profits when grants are expensed, so they influence both ownership percentages and financial results.

Annual Meeting of Stockholders regulatory

"At the reconvened 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of iSpecimen Inc."

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

05/29/2026 - 05:13 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): May 29, 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 5.07. Submission of Matters to a Vote of Security Holders.

At the reconvened 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of iSpecimen Inc. (the “Company”) on May 29, 2026, of the Company’s 8,478,579 shares of common stock issued and outstanding and eligible to vote as of the record date of November 3, 2025, a quorum of 2,979,059 shares, or approximately 35.14% of the eligible shares, was present or represented by proxy. Each of the matters set forth below is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on November 21, 2025 (the “Proxy Statement”). The following actions were taken at the Annual Meeting:

Proposal No. 1: Election of One Class I Director

The first proposal was the election of one (1) Class I director to serve for a three-year term that expires at the 2028 Annual Meeting of Stockholders, or until the election and qualification of their respective successor in office, subject to their earlier death, resignation or removal. The vote on the proposal was as follows:

Name of Nominee		FOR		WITHHELD		BROKER NON-VOTE
Arphing (Tommy) Lee		562,361		150,431		2,266,267

The nominee was elected.

Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm

The second proposal was the ratification of the appointment of Bush & Associates CPA LLC as the Company’s independent registered public accounting firm for the year ending December 31, 2025. The vote on the proposal was as follows:

FOR		AGAINST		ABSTAIN
2,424,420		155,256		399,383

Proposal No. 2 was approved by a majority of the votes cast.

Proposal No. 3: Approval of the iSpecimen Inc. 2025 Stock Incentive Plan

The third proposal was the approval of the iSpecimen Inc. 2025 Stock Incentive Plan. The vote on the proposal was as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
461,073		186,740		64,979		2,266,267

Proposal No. 3 was approved by a majority of the votes cast.

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: May 29, 2026

iSPECIMEN INC.

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

Source: View Original Filing on SEC EDGAR

FAQ

What did iSpecimen Inc. (ISPC) stockholders vote on at the 2025 Annual Meeting?

Stockholders voted on electing one Class I director, ratifying the independent registered public accounting firm, and approving the 2025 Stock Incentive Plan. These items address board composition, auditor appointment, and the company’s equity-based compensation framework for 2025.

Was the director nominee elected at iSpecimen (ISPC)’s 2025 Annual Meeting?

Yes. Arphing (Tommy) Lee was elected as a Class I director with 562,361 votes for and 150,431 withheld, plus 2,266,267 broker non-votes. He will serve a three-year term ending at the 2028 Annual Meeting.

Did iSpecimen (ISPC) stockholders approve the 2025 Stock Incentive Plan?

Yes. The iSpecimen Inc. 2025 Stock Incentive Plan was approved with 461,073 votes for, 186,740 against, 64,979 abstentions, and 2,266,267 broker non-votes. This authorization supports future equity awards under the company’s compensation programs.

Which auditor did iSpecimen (ISPC) stockholders ratify for fiscal year 2025?

Stockholders ratified Bush & Associates CPA LLC as iSpecimen’s independent registered public accounting firm for the year ending December 31, 2025. The proposal received 2,424,420 votes for, 155,256 against, and 399,383 abstentions at the Annual Meeting.

How many iSpecimen (ISPC) shares were eligible to vote and represented at the meeting?

There were 8,478,579 shares of common stock issued, outstanding, and eligible to vote as of November 3, 2025. At the reconvened Annual Meeting, 2,979,059 shares, or about 35.14% of eligible shares, were present or represented by proxy, constituting a quorum.

Filing Exhibits & Attachments

3 documents