iSpecimen Inc. (ISPC) SEC Filings, Nov 2025-Feb 2026

iSpecimen Inc. is experiencing delays in completing its 2025 Annual Meeting of Stockholders due to repeated failure to reach a quorum. The company first convened the meeting on December 31, 2025, but adjourned it when too few shares were represented to conduct official business.

The meeting was reconvened on January 23, 2026 and again adjourned for the same quorum issue to give stockholders more time to vote on the proposals outlined in the definitive proxy statement filed on November 21, 2025. iSpecimen now intends to reconvene the Annual Meeting on February 13, 2026, keeping the record date of November 3, 2025 unchanged, meaning only holders of record on that date are entitled to vote.

iSpecimen Inc. is registering 101,000,000 shares of common stock for resale by investors who hold Series C Convertible Non-Voting Preferred Stock issued in a December 2025 private placement. These “Conversion Shares” will become issuable upon conversion of 6,875 Series C preferred shares and any related anti-dilution adjustments under the Certificate of Designation. After the offering, iSpecimen would have 110,771,046 common shares outstanding if all Conversion Shares are issued.

The company will not receive proceeds from sales by the selling stockholders. It already raised approximately $5.5 million in gross proceeds in the December 2025 private placement, paying a 4% cash commission to E.F. Hutton & Co. and using $2,000,000 for marketing and investor relations services from IR Agency LLC, with the remainder for working capital and general corporate purposes. iSpecimen notes that large resales under this registration could put downward pressure on its share price.

iSpecimen operates an online biospecimen marketplace connecting healthcare providers with life science researchers. The company recently regained compliance with Nasdaq’s stockholders’ equity rules but remains out of compliance with the $1.00 minimum bid price requirement and has until May 18, 2026 to cure this deficiency. Its common stock trades on the Nasdaq Capital Market under the symbol “ISPC”.

iSpecimen Inc. filed an amended current report to update the terms of its Series C Convertible Non-Voting Preferred Stock. On January 16, 2026, the company filed an Amended Certificate of Designation that modifies Section 7 of the original designation. The change makes both the Conversion Price and the Floor Price subject to proportionate adjustment if there is any reverse stock split, share combination or similar transaction that reduces the number of outstanding common shares.

The amendment was approved by the company and holders of more than a majority of the outstanding Series C Preferred Stock, as permitted under the original terms. All other rights, preferences and privileges of the Series C Preferred Stock remain unchanged.

iSpecimen Inc. reported that Nasdaq has notified the company its common stock no longer meets the Nasdaq Capital Market’s minimum bid price rule, which requires a closing bid of at least $1.00 per share for 30 consecutive business days. The stock will continue trading under the symbol ISPC with no immediate change to its listing status.

The company has until May 18, 2026, a 180‑day period, to regain compliance by having its closing bid price at or above $1.00 per share for at least ten consecutive business days, or up to twenty if required by Nasdaq staff. If compliance is not regained by that date, iSpecimen may qualify for an additional 180‑day period if it meets other Nasdaq listing criteria and may consider actions such as a reverse stock split. Failure to regain compliance within the applicable period could lead to delisting, though iSpecimen would have the right to appeal.

iSpecimen Inc. is asking stockholders to approve several items at its 2025 virtual annual meeting on December 31, 2025. Holders of common stock as of November 3, 2025, when 9,771,028 shares were outstanding, can vote online, by phone, or by mail.

Stockholders will vote on electing two Class I directors to three-year terms, ratifying Bush & Associates CPA LLC as independent auditor for 2025, and approving the new 2025 Stock Incentive Plan. The plan would reserve 1,000,000 shares of common stock for equity awards, supplementing the Amended and Restated 2021 Stock Incentive Plan, which had 73,084 shares available as of October 28, 2025. The board is also seeking authority to adjourn the meeting if needed and recommends voting “FOR” all proposals.

iSpecimen Inc. (ISPC) director Arphing Lee filed an initial Form 3 reporting their ownership position as of 11/07/2025. The filing states that no securities of iSpecimen Inc. are beneficially owned, meaning the director reports holding no shares or derivative securities of the company at this time. This is an administrative disclosure required for insiders when they assume a reportable role such as director.

iSpecimen Inc. reported weak results for the quarter ended September 30, 2025, with revenue of $106,592, down sharply from $2,661,936 a year earlier. Operating expenses of $2.94 million drove a quarterly net loss of $2,780,648 and a nine-month loss of $5,486,287, though losses narrowed versus 2024. Cash and cash equivalents were $2,782,758, against negative working capital of $2,096,503 and an accumulated deficit of $77,348,904, leading management to state that there is substantial doubt about the company’s ability to continue as a going concern.

To bolster liquidity, iSpecimen completed a $3,999,574 underwritten offering and a $1,749,998 private placement in 2025, plus prior ATM sales. The company has aggressively cut compensation and technology costs versus 2023–2024, but remains heavily loss-making. Legal matters include a $215,000 arbitration settlement with its former CIO and several ongoing disputes, including litigation with a technology vendor that briefly shut down the iSpecimen Marketplace and led to a court order requiring deposits of 15% of revenue into a dedicated account up to $420,000.

iSpecimen Inc. filed an amended proxy outlining its 2025 annual meeting, to be held virtually on December 31, 2025 at 10:00 a.m. Eastern Time. Holders of record at the close of business on November 3, 2025 may vote.

Stockholders will vote on: electing two Class I directors (Siyun Yang and Arphing (Tommy) Lee), ratifying Bush & Associates CPA LLC as independent auditor for the year ending December 31, 2025, approving the iSpecimen Inc. 2025 Stock Incentive Plan, and a proposal to adjourn the meeting if necessary.

The 2025 Stock Incentive Plan would reserve 1,000,000 shares for future equity awards, has no evergreen increase, and would become effective December 31, 2025, with a 10‑year term. As of October 28, 2025, 73,084 shares remained available under the existing 2021 plan. The Board unanimously recommends a vote “FOR” all proposals.

iSpecimen Inc. appointed Katharyn Field as Chief Executive Officer, Secretary, and Treasurer, effective immediately. She will continue to serve as President. On the same date, Robert Bradley Lim stepped down as CEO, Secretary, and Treasurer and resigned from the Board.

The Board filled the resulting vacancy by appointing Arphing (Tommy) Lee as an independent director and named him to the Audit Committee and the Nominating and Corporate Governance Committee. The company stated that, to its knowledge, Mr. Lim’s resignation did not involve a disagreement with the company, and it does not anticipate disruption to operations.

There were no changes to Ms. Field’s compensation in connection with this appointment. Committee compositions were updated, with Mr. Anthony Lau continuing as Audit Chair, Ms. Yuying Yang as Compensation Chair, and Mr. Avtar Dhaliwal as Nominating and Corporate Governance Chair.