iSpecimen Inc PRE 14A, filed Oct 30, 2026
iSpecimen Inc. (ISPC)
At iSpecimen Inc.’s December 30, 2026 annual meeting, stockholders will vote on Delaware-to-Nevada conversion, Avtar Dhaliwal’s three-year term expiring at the 2029 Annual Meeting, and ratification of Bush & Associates CPA LLC for the year ending December 31, 2026. AI summary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14A INFORMATION
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Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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Filed by the Registrant |
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Filed by a Party other than the Registrant |
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Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to § 240.14a-12 |
iSpecimen Inc.
(Name of Registrant as Specified in its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
PAYMENT OF FILING FEE (Check the appropriate box):
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No fee required. |
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Fee paid previously with preliminary materials. |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
iSpecimen Inc.
8 Cabot Road, Suite 1800
Woburn, MA 01801
November 20, 2026
Dear Fellow Stockholders:
On behalf of the board of directors (“Board of Directors”) of iSpecimen Inc., I cordially invite you to attend the 2026 annual meeting of stockholders (the “Annual Meeting”) of iSpecimen Inc., which will be held virtually via the internet, commencing at 3:00 p.m. Eastern Time on December 30, 2026. In order to attend the meeting, you must log on to www.virtualshareholdermeeting.com/ISPC2026 and enter the 16-digit control number included in our Notice of Internet Availability of Proxy Materials, on your proxy card or in the instructions that accompanied your proxy materials. The Annual Meeting will be held for the following purposes:
1. To elect one (1) Class II director to serve for a three-year term that expires at the 2029 Annual Meeting of Stockholders, or until the election and qualification of his successor in office, subject to his earlier death, resignation or removal;
2. To ratify the appointment of Bush & Associates CPA LLC as our independent registered public accounting firm for the year ending December 31, 2026;
3. To approve the conversion of the Company from a Delaware corporation to a Nevada corporation pursuant to a plan of conversion, including the adoption of Nevada articles of incorporation and bylaws;
4. To approve the adjournment of the Annual Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies if there are insufficient votes at the time of the Annual Meeting to approve any of the foregoing proposals or if a quorum is not present; and
5. To transact such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof.
To all stockholders of record at the close of business on November 2, 2026, attached to this letter are a Notice of Annual Meeting of Stockholders and the Proxy Statement, which describe the business to be conducted at the Annual Meeting.
Your vote is important to us. Please act as soon as possible to vote your shares. It is important that your shares be represented at the Annual Meeting, whether or not you plan to attend the Annual Meeting. Please vote by phone, electronically over the Internet or via mail by returning your signed proxy card in the envelope provided.
On behalf of the Board of Directors and management, it is my pleasure to express our appreciation for your continued support.
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Sincerely, |
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Shahin Behroyan |
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Chief Executive Officer |
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iSpecimen Inc.
8 Cabot Road, Suite 1800
Woburn, MA 01801
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 30, 2026
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Annual Meeting”) of iSpecimen Inc., a Delaware corporation (“we”, “us”, “our” or similar terminology), will be held on December 30, 2026, at 3:00 p.m. Eastern Time. The Annual Meeting will be held as a virtual meeting, for the following purposes:
1. To elect one (1) Class II director to serve for a three-year term that expires at the 2029 Annual Meeting of Stockholders, or until the election and qualification of his successor in office, subject to his earlier death, resignation or removal;
2. To ratify the appointment of Bush & Associates CPA LLC as our independent registered public accounting firm for the year ending December 31, 2026;
3. To approve the conversion of the Company from a Delaware corporation to a Nevada corporation pursuant to a plan of conversion, including the adoption of Nevada articles of incorporation and bylaws;
4. To approve the adjournment of the Annual Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies if there are insufficient votes at the time of the Annual Meeting to approve any of the foregoing proposals or if a quorum is not present; and
5. To transact such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof.
These items of business for the Annual Meeting are described in the accompanying Proxy Statement that follows this notice. Holders of record of our common stock as of the close of business on November 2, 2026 are entitled to notice of and to vote at the Annual Meeting, or any continuation, postponement or adjournment thereof.
The Annual Meeting will be held as a virtual meeting via live webcast on the Internet on December 30, 2026, at 3:00 p.m. Eastern Time. Because the Annual Meeting is completely virtual and being conducted via the Internet, stockholders will not be able to attend the Annual Meeting in person. You will be able to attend the Annual Meeting, vote, and submit your questions on the day of the Annual Meeting via the Internet by visiting www.virtualshareholdermeeting.com/ISPC2026 and entering the 16-digit control number included on your proxy card. The unique control number allows us to identify you as a stockholder and will enable you to securely log on and vote during the Annual Meeting on the meeting website. Stockholders of record will not be able to ask questions online during the Annual Meeting. If you would like to submit a question prior to the Annual Meeting, please visit www.ProxyVote.com with your 16-digit control number and use the Questions for Management feature on the site.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on December 30, 2026. The accompanying Proxy Statement, along with our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual Report”), are available at proxyvote.com.
We will mail to our stockholders of record and beneficial owners a Notice of Internet Availability of Proxy Materials containing instructions on how to access the accompanying Proxy Statement and our 2025 Annual Report via the Internet and how to vote online or by mail with a completed proxy card or by phone. The Notice of Internet Availability of Proxy Materials and the Proxy Statement also contain instructions on how you can receive a paper or electronic copy of the proxy materials. If you elect to receive a paper or electronic copy of our proxy materials, our 2025 Annual Report will be sent to you along with the accompanying Proxy Statement.
This Notice of Annual Meeting and Proxy Statement are first being distributed or made available, as the case may be, on or about November 20, 2026.
Your vote is very important to us. Whether or not you plan to attend the Annual Meeting, we encourage you to vote promptly. You may vote by mailing a completed proxy card, by phone or the Internet.
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By Order of the Board of Directors, |
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Shahin Behroyan |
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Chief Executive Officer |
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Woburn, MA |
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November 20, 2026 |
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
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i
ii
iSpecimen Inc.
8 Cabot Road, Suite 1800
Woburn, MA 01801
PROXY STATEMENTFOR THE ANNUAL MEETING OF STOCKHOLDERSTO BE HELD ON DECEMBER 30, 2026
This proxy statement (the “Proxy Statement”) and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual Report” and, together with the Proxy Statement, the “proxy materials”) are being furnished by and on behalf of the board of directors (the “Board” or the “Board of Directors”) of iSpecimen Inc. (the “Company,” “Corporation,” “iSpecimen,” “we,” “us,” or “our”), in connection with our 2026 annual meeting of stockholders (the “Annual Meeting”). This Notice of Annual Meeting and Proxy Statement are first being distributed or made available, as the case may be, on or about November 20, 2026.
NOTICE OF ELECTRONIC AVAILABILITY OF PROXY MATERIALS
On or about November 20, 2026, which is at least 40 calendar days before the Annual Meeting, we will mail to our stockholders of record at the close of business on November 2, 2026 (the “Record Date”) a Notice of Internet Availability of Proxy Materials (“Notice”) containing instructions on how to access proxy materials via the Internet and how to vote online, as permitted by Rule 14a-16 under the Exchange Act. The proxy materials are available at proxyvote.com. As a result, you will not receive paper copies of the proxy materials unless you request one. All stockholders are able to access the proxy materials on the website referred to in the Notice and in this Proxy Statement and to request to receive a set of the proxy materials by mail or electronically, in either case, free of charge. If you would like to receive a paper or electronic copy of our proxy materials, you should follow the instructions for requesting such materials in this Proxy Statement.
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GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
Why am I receiving these proxy materials?
You are receiving this Proxy Statement and proxy card from the Company because, at the close of business on November 2, 2026, the Record Date, you were a holder of record of shares of common stock of the Company. This Proxy Statement describes the matters that will be presented for your consideration at the Annual Meeting. It also gives you information concerning the matters to assist you in making an informed decision.
What is the purpose of the Annual Meeting?
The purpose of the Annual Meeting is to vote on the following items described in this Proxy Statement:
• Proposal No. 1: To elect one (1) Class II director to serve for a three-year term that expires at the 2029 Annual Meeting of Stockholders, or until the election and qualification of his successor in office, subject to his earlier death, resignation or removal. This proposal is referred to as the “Director Election Proposal.”
• Proposal No. 2: To ratify the appointment of Bush & Associates CPA LLC as our independent registered public accounting firm for the year ending December 31, 2026. This proposal is referred to as the “Auditor Ratification Proposal.”
• Proposal No. 3: To approve the conversion of the Company from a Delaware corporation to a Nevada corporation pursuant to a plan of conversion, including the adoption of Nevada articles of incorporation and bylaws. This proposal is referred to as the “Reincorporation Proposal.”
• Proposal No. 4: To approve the adjournment of the Annual Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies if there are insufficient votes at the time of the Annual Meeting to approve Proposal No. 1, Proposal No. 2 or Proposal No. 3, or if a quorum is not present. This proposal is referred to as the “Adjournment Proposal.”
In addition, at their discretion, the proxies if designated as such are authorized to vote upon such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof.
Are there any matters to be voted on at the Annual Meeting that are not included in this Proxy Statement?
At the date this Proxy Statement went to press, we did not know of any matters to be properly presented at the Annual Meeting other than those referred to in this Proxy Statement. If other matters are properly presented at the Annual Meeting or any adjournment or postponement thereof for consideration, and you are a stockholder of record and have submitted a proxy card, the persons named in your proxy card will have the discretion to vote on those matters for you.
What does it mean if I receive more than one set of proxy materials?
It means that your shares are held in more than one account at the transfer agent and/or with banks or brokers. Please vote all of your shares. To ensure that all of your shares are voted, for each set of proxy materials, please submit your proxy via the Internet, or by signing, dating and returning the enclosed proxy card in the enclosed envelope or via email.
Who is entitled to vote at the Annual Meeting?
Holders of record of shares of our common stock as of the close of business on the Record Date will be entitled to notice of and to vote at the Annual Meeting and any continuation, postponement or adjournment thereof. As of the close of business on the Record Date, there were [*] shares of our common stock issued and outstanding. Each share of our common stock is entitled to one vote on any matter presented to stockholders at the Annual Meeting.
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What is the difference between being a “record holder” and holding shares in “street name”?
A record holder (also called a “registered holder”) holds shares in his or her name. Shares held in “street name” means that shares are held in the name of a bank, broker or other nominee on the holder’s behalf.
What do I do if my shares are held in “street name”?
If your shares are held in a brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of shares held in “street name.” The proxy materials have been forwarded to you by your broker, bank or other nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by following their instructions for voting. Please refer to information from your bank, broker or other nominee on how to submit your voting instructions.
How many shares must be present to hold the Annual Meeting?
A quorum must be present at the Annual Meeting for any business to be conducted. Under our Third Amended and Restated Bylaws, the holders of 34% in voting power of our shares entitled to vote at the Annual Meeting, present in person or represented by proxy, shall constitute a quorum. If you sign and return your paper proxy card via mail or email, or authorize a proxy to vote electronically, your shares will be counted to determine whether we have a quorum even if you abstain or fail to vote as indicated in the proxy materials.
Broker non-votes will also be considered present for the purpose of determining whether there is a quorum for the Annual Meeting. Because brokers have discretionary authority to vote on Proposal No. 2 (the Auditor Ratification Proposal), shares held in street name that are voted by brokers on that proposal will count toward the quorum even if the beneficial owner does not provide voting instructions on any other proposal. To help us achieve a quorum, we urge all stockholders to vote, regardless of the number of shares held.
What are “broker non-votes”?
A “broker non-vote” occurs when shares held by a broker in “street name” for a beneficial owner are not voted with respect to a proposal because (1) the broker has not received voting instructions from the stockholder who beneficially owns the shares and (2) the broker lacks the authority to vote the shares at their discretion.
If you do not provide voting instructions to your broker and the broker has indicated that it does not have discretionary authority to vote on a particular proposal, your shares will be considered “broker non-votes” with regard to that matter. Broker non-votes will be considered as represented for purposes of determining a quorum but generally will not be considered as entitled to vote with respect to a particular proposal. Broker non-votes are not counted for purposes of determining the number of votes cast with respect to a particular proposal. Thus, a broker non-vote will make a quorum more readily obtainable, but the broker non-vote will not otherwise affect the outcome of the vote on a proposal that requires the affirmative vote of a majority of the shares present and entitled to vote.
Under the rules of various national and regional securities exchanges interpretations that govern broker non-votes, Proposal No. 1 and Proposal No. 3 are considered non-routine matters, and a broker will lack the authority to vote uninstructed shares at their discretion on such proposals. Proposal Nos. 2 and 4 are considered routine matters, and a broker will be permitted to exercise its discretion to vote uninstructed shares on these proposals.
What if a quorum is not present at the Annual Meeting?
If a quorum is not present or represented at the scheduled time of the Annual Meeting, (i) the chair of the Annual Meeting (the “Chair”) or (ii) a majority in voting power of the stockholders entitled to at the Annual Meeting, present in person or represented by proxy, may adjourn the Annual Meeting until a quorum is present or represented.
How do I vote my shares without attending the Annual Meeting?
We ask that stockholders vote by proxy even if they plan to attend the Annual Meeting. If you are a stockholder of record, there are three ways to vote by proxy:
• by Phone — call the toll-free number 1-800-690-6903 and follow the instructions on your proxy card and the recorded telephone instructions; or
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• by Internet — Following the instructions on the Notice or the proxy card, which you may have received by mail, you can vote by Internet, prior to or at the Annual Meeting before the polls close; or
• by Mail — You can vote by mail by signing, dating and mailing the proxy card using the return envelope, which you may have received by mail.
Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m., Eastern Time, on December 29, 2026.
If your shares are held in the name of a bank, broker or other holder of record, you will receive instructions on how to vote from the bank, broker or holder of record. You must follow the instructions of such bank, broker or holder of record in order for your shares to be voted.
How can I attend and vote at the Annual Meeting?
The Annual Meeting will be conducted virtually via live webcast available at www.virtualshareholdermeeting.com/ISPC2026. You are entitled to participate in the Annual Meeting if you were a stockholder on November 2, 2026, which is the Record Date, or hold a valid proxy for the Annual Meeting.
To be admitted to the Annual Meeting via live webcast, you must enter the 16-digit control number found next to the label “Control Number” on your proxy card. If you do not have your 16-digit control number, you will be able to login as a guest but will not be able to vote your shares or ask questions during the Annual Meeting.
You may begin to log in to the meeting platform beginning at 2:45 p.m., Eastern Time, on December 30, 2026. The Annual Meeting will begin promptly at 3:00 p.m., Eastern Time, on December 30, 2026.
Will I be able to ask questions at the Annual Meeting?
We will not have a segment for stockholder questions during the Annual Meeting. Questions can only be submitted prior to the Annual Meeting until December 29, 2026 at 11:59 p.m. Eastern Time. Questions can be submitted prior to the Annual Meeting by visiting www.ProxyVote.com with your control number and using the Questions for Management feature on the site.
To help ensure that we have a productive and efficient meeting, and in fairness to all stockholders in attendance, you will also find posted our rules of conduct for the Annual Meeting when you log in prior to its start. These rules of conduct will include the following guidelines:
• Stockholders of record will not be able to ask questions online during the Annual Meeting. You may submit questions and comments electronically through the meeting portal only prior to the Annual Meeting until December 29, 2026 at 11:59 p.m. Eastern Time.
• Only stockholders of record as of the Record Date for the Annual Meeting and their proxy holders may submit questions or comments prior to the Annual Meeting.
• Questions pertinent to the Annual Meeting and related to our business that are submitted before the Annual Meeting will be addressed during the webcast, subject to time constraints. Any such questions that cannot be addressed due to time constraints will be posted and answered on our website, https://ispecimen.com, as soon as practical after the Annual Meeting.
• Questions may be omitted if they are, among other things, irrelevant to our business, related to pending or threatened litigation, disorderly, repetitious of statements already made, or in furtherance of the speaker’s own personal, political or business interests.
• No audio or video recordings of the Annual Meeting are permitted.
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How does the Board recommend that I vote?
The Board recommends that you vote your shares of common stock FOR the director nominee in Proposal No. 1, FOR Proposal No. 2, FOR Proposal No. 3 and FOR Proposal No. 4. In addition, at their discretion, the proxies if designated as such are authorized to vote upon such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof.
How many votes are required to approve each proposal?
The table below summarizes the proposals that will be voted on, the votes required to approve each item, and how votes are counted:
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Votes Required |
Voting |
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Broker |
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Proposal No. 1: The Director Election Proposal |
A majority of the votes cast at the Annual Meeting by the holders of stock entitled to vote in the election of directors. |
“FOR” |
None(1) |
No(2) |
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Proposal No. 2: The Auditor Ratification Proposal |
The affirmative vote of the holders of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. |
“FOR” |
Same effect as a vote “AGAINST” |
Yes(3) |
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Proposal No. 3: The Reincorporation Proposal |
The affirmative vote of the holders of a majority of the outstanding shares of common stock entitled to vote thereon. |
“FOR” |
Same effect as a vote “AGAINST” |
No(2) |
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Proposal No. 4: The Adjournment Proposal |
The affirmative vote of the holders of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. |
“FOR” |
Same effect as a vote “AGAINST” |
Yes(3) |
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(1) A vote marked as “withhold” or “abstain” is not considered a vote cast and will, therefore, not affect the outcome of this proposal.
(2) As this proposal is not considered a discretionary matter, brokers lack authority to exercise their discretion to vote uninstructed shares on this proposal.
(3) As this proposal is considered a discretionary matter, brokers are permitted to exercise their discretion to vote uninstructed shares on this proposal.
What if I do not specify how my shares are to be voted?
If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote in accordance with the recommendations of the Board. The Board’s recommendations are set forth above, as well as with the description of each proposal in this Proxy Statement.
Who will count the votes?
The appointed inspector of election.
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Can I revoke or change my vote after I submit my proxy?
Yes. Whether you have voted by phone, Internet, or mail if you are a stockholder of record, you may change your vote and revoke your proxy by:
• sending a written statement to that effect to the attention of our Secretary at our corporate offices, provided such statement is received no later than December 29, 2026 at 11:59 p.m. Eastern Time;
• voting again by Internet at a later time before the closing of those voting facilities at 11:59 p.m., Eastern Time, on December 29, 2026;
• attending the Annual Meeting, virtually, and voting at the Annual Meeting on December 30, 2026;
• submitting a properly signed proxy card with a later date that is received no later than December 29, 2026 at 11:59 p.m. Eastern Time; or
• if you hold shares in street name, you may submit new voting instructions by contacting your bank, broker or other nominee.
Your most recent proxy card or Internet proxy is the one that is counted. Your virtual attendance at the Annual Meeting by itself will not revoke your proxy unless you give written notice of revocation to the Company before your proxy is voted or you vote at the Annual Meeting.
Who will pay for the cost of this proxy solicitation?
We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by directors, officers or employees (for no additional compensation) in person or by telephone, electronic transmission and facsimile transmission. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses.
Are there any rights of appraisal?
None of Delaware law, our Fifth Amended and Restated Certificate of Incorporation or our Third Amended and Restated Bylaws, each as currently in effect, provides for appraisal or other similar rights for dissenting stockholders in connection with any of the proposals to be voted upon at this Annual Meeting. Accordingly, you will have no right to dissent and obtain payment for your shares.
Our Principal Executive Offices
Our principal executive offices are located at 8 Cabot Road, Suite 1800, Woburn, MA 01801. Our telephone number is (781) 301-6700.
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PROPOSAL NO. 1 — THE DIRECTOR ELECTION PROPOSAL
Our Board of Directors currently consists of three (3) directors. Our Bylaws provide that the business and affairs of the Company shall be managed by or under the direction of the Board of Directors, which shall consist of not less than three (3) directors and not more than nine (9) directors.
Our Bylaws provide for a Board of Directors divided into three classes, designated as Class I Directors, Class II Directors and Class III Directors, with only one class of directors being elected each year and each class serving a three-year term.
The term of office of the Class I director, consisting of Mr. Arphing (Tommy) Lee, will expire at our 2028 annual meeting of stockholders (the “2028 Annual Meeting”), or until the election and qualification of his successor in office, subject to his earlier death, resignation, or removal. Mr. Lee was elected as a Class I director at our 2025 annual meeting of stockholders, which was reconvened and concluded on May 29, 2026.
The term of office of the Class II director, consisting of Mr. Avtar Dhaliwal, will expire at the Annual Meeting.
The term of office of the Class III director, consisting of Mr. Anthony Lau, will expire at the 2027 annual meeting of stockholders (the “2027 Annual Meeting”).
Our current directors, their respective positions and terms of office are set forth under the heading “Directors and Officers” in this Proxy Statement.
Our nominating and corporate governance committee has recommended, and our Board of Directors has approved, Mr. Avtar Dhaliwal as the nominee for election as a Class II Director. If elected by the stockholders at the Annual Meeting, Mr. Dhaliwal will serve for a three-year term expiring at the 2029 annual meeting of stockholders (the “2029 Annual Meeting”), or until the election and qualification of his successor in office, subject to his earlier death, resignation, or removal.
If you are a stockholder of record and you sign your proxy card or vote over the Internet or by telephone but do not give instructions with respect to the voting of directors, your shares will be voted FOR the election of Mr. Avtar Dhaliwal as a Class II Director. We expect that the nominee will serve if elected.
However, if the director nominee is unable or declines to serve as a director at the time of the Annual Meeting, proxies will be voted for any nominee who is designated by our Board of Directors to fill the resulting vacancy. If you own your stock through a broker, bank, or other nominee and you do not give voting instructions, then your shares will not be voted on this matter. The Board of Directors has no reason to believe that the nominee will be unable to serve.
Information about Board Nominees
This Proxy Statement under the heading “Directors and Officers” includes certain biographical information as of the Record Date for the nominee for director, including all positions he holds, his principal occupation and business experience, and the names of other publicly held companies of which the nominee currently serves as a director or has served as a director.
We believe that all of our directors and nominees: display personal and professional integrity; satisfactory levels of education and/or business experience; broad-based business acumen; an appropriate level of understanding of our business and its industry and other industries relevant to our business; the ability and willingness to devote adequate time to the work of our Board of Directors and its committees; skills and personality that complement those of our other directors that helps build a board that is effective, collegial and responsive to the needs of our company; strategic thinking and a willingness to share ideas; a diversity of experiences, expertise and background; and the
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ability to represent the interests of all of our stockholders. The information presented below regarding each nominee and continuing director also sets forth specific experience, qualifications, attributes and skills that led our Board of Directors to the conclusion that such individual should serve as a director in light of our business and structure.
Under Section 2.09(b) of our Third Amended and Restated Bylaws, in an uncontested election the Class II director will be elected by a majority of the votes cast, meaning the number of shares voted “FOR” the nominee must exceed the number of shares voted “AGAINST” the nominee. Abstentions and broker non-votes are not votes cast and will have no effect on the outcome. Because Mr. Dhaliwal is an incumbent director, if he does not receive a majority of the votes cast, under Delaware law he would continue to serve as a “holdover” director until his successor is duly elected and qualified or until his earlier death, resignation or removal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE CLASS II DIRECTOR NOMINEE SUBMITTED PURSUANT TO THE DIRECTOR ELECTION PROPOSAL.
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PROPOSAL NO. 2 — AUDITOR RATIFICATION PROPOSAL
Appointment of Independent Registered Public Accounting Firm
The audit committee of our Board appoints our independent registered public accounting firm. In this regard, the audit committee evaluates the qualifications, performance and independence of our independent registered public accounting firm and determines whether to re-engage our current firm. As part of its evaluation, the audit committee considers, among other factors, the quality and efficiency of the services provided by the firm, including the performance, technical expertise, industry knowledge and experience of the lead audit partner and the audit team assigned to our account; the overall strength and reputation of the firm; the firm’s capabilities relative to our business; and the firm’s knowledge of our operations. Bush & Associates CPA LLC has served as our independent registered public accounting firm since March 10, 2025. Neither the accounting firm nor any of its members has any direct or indirect financial interest in or any connection with us in any capacity other than as our auditors and providing audit and permissible non-audit related services. Upon consideration of these and other factors, the audit committee has appointed Bush & Associates CPA LLC to serve as our independent registered public accounting firm for the year ending December 31, 2026. If our stockholders do not ratify the selection, it will be considered as notice to the Board and the audit committee to reconsider its appointment.
Representatives of Bush & Associates CPA LLC are expected to attend the Annual Meeting and to have an opportunity to make a statement and be available to respond to appropriate questions from stockholders.
Audit, Audit-Related and All Other Fees
We engaged Bush & Associates CPA LLC (“Bush & Associates”) as our independent registered public accounting firm for fiscal years 2025 and 2024. The table below shows the aggregate fees billed for professional services for the audits and audit-related fees of the Company’s annual financial statements for the years ended December 31, 2025 and 2024 by Bush & Associates.
|
2025 |
2024 |
|||||
|
Audit fees(1) |
$ |
250,000 |
$ |
426,875 |
||
|
Audit-Related fees(2) |
|
140,000 |
|
132,000 |
||
|
Total |
$ |
390,000 |
$ |
558,875 |
||
____________
(1) This category includes the audit of our annual financial statements, reviews of our financial statements included in our Form 10-Qs and services that are normally provided by our independent registered public accounting firm in connection with its engagements for those fiscal periods.
(2) This category consists of assurance and related services by our independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the fees disclosed under this category include consents regarding equity issuance.
Audit Committee’s Pre-Approval Policies and Procedures
The formal written charter for our audit committee requires that the audit committee pre-approve all auditing services and permitted non-audit services to be performed for us by our independent registered public accounting firm, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act, which are approved by our audit committee prior to the completion of the audit). Our audit committee may form and delegate authority to subcommittees of our audit committee consisting of one or more members when appropriate, including the authority to grant pre-approvals of audit and permitted non-audit services, provided that decisions of such subcommittee to grant pre-approvals shall be presented to our full audit committee at its next scheduled meeting.
In 2023, the audit committee adopted policies and procedures for the pre-approval of audit and non-audit services performed by the independent registered public accounting firm pursuant to which the audit committee generally is required to pre-approve the audit and permissible non-audit services performed by the independent registered public accounting firm in order to ensure that the provision of such services does not impair the registered accountants’ independence.
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A brief description of the principal functions of the audit committee is included in this Proxy Statement under the discussion of “Committees of the Board of Directors — Audit Committee.” Under the audit committee charter, the audit committee is appointed by the Board to assist the Board in monitoring (1) the integrity of the annual, quarterly and other financial statements of the Corporation, (2) the independent registered public accounting firm’s qualifications and independence, (3) the performance of the Corporation’s independent registered public accounting firm and (4) the compliance by the Corporation with legal and regulatory requirements. It also shall review and approve all related-party transactions. There were no related-party transactions in 2025 requiring review and approval.
The audit committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2025, with management of the Corporation. The audit committee has discussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 1301, Communications with audit committees, as adopted by the Public Company Accounting Oversight Board (“PCAOB”). The audit committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the audit committee concerning independence and has discussed with the independent registered public accounting firm its independence. Based on the foregoing, the audit committee has recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Submitted by the Audit Committee of the Board of Directors:
Mr. Anthony Lau (Chair of the Audit Committee)
Mr. Avtar S. Dhaliwal
Mr. Arphing (Tommy) Lee
Under Section 2.09(c) of our Third Amended and Restated Bylaws, the affirmative vote of the holders of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote thereon is required to approve the Auditor Ratification Proposal. An abstention will have the same effect as a vote “AGAINST” the Auditor Ratification Proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE AUDITOR RATIFICATION PROPOSAL.
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PROPOSAL NO. 3 — THE REINCORPORATION PROPOSAL
The Board has approved, and recommended that our stockholders approve, the conversion of iSpecimen Inc. from a corporation incorporated under the laws of the State of Delaware to a corporation incorporated under the laws of the State of Nevada (the “Reincorporation”). The Reincorporation would be effected pursuant to a Plan of Conversion substantially in the form attached to this Proxy Statement as Annex B (the “Plan of Conversion”), by filing a certificate of conversion with the Secretary of State of the State of Delaware and articles of conversion and articles of incorporation with the Secretary of State of the State of Nevada. Upon the Reincorporation, the Company will be governed by the Nevada Revised Statutes (the “NRS”), the articles of incorporation substantially in the form attached as Annex C (the “Nevada Articles”) and the bylaws substantially in the form attached as Annex D (the “Nevada Bylaws”), rather than the Delaware General Corporation Law (the “DGCL”), our Fifth Amended and Restated Certificate of Incorporation and our Third Amended and Restated Bylaws.
The Reincorporation will not change our name, business, management, directors, assets, liabilities, fiscal year, principal executive offices or the location of our employees. Each outstanding share of our common stock will automatically convert into one share of common stock of the Nevada corporation, and outstanding options, warrants (including pre-funded warrants) and other rights to acquire our capital stock will automatically convert into equivalent rights to acquire common stock of the Nevada corporation on the same terms. No shares of our preferred stock are currently outstanding; all 6,875 shares of our Series C Convertible Preferred Stock were converted into 1,192,819 shares of common stock during the six months ended June 30, 2026. Stockholders will not need to exchange their stock certificates. We expect our common stock to continue to trade on The Nasdaq Capital Market under the symbol “ISPC”.
Reasons for the Reincorporation
The Board believes the Reincorporation is in the best interests of the Company and its stockholders for the following reasons: (i) Nevada’s corporate law is primarily statutory, which the Board believes provides greater predictability for directors and officers than Delaware’s more case-law-driven framework; (ii) Nevada law provides that directors and officers are generally not individually liable for breach of fiduciary duty unless the breach involved intentional misconduct, fraud or a knowing violation of law, which the Board believes will help the Company attract and retain qualified directors and officers; (iii) the Board expects that the Reincorporation will reduce annual franchise taxes and other costs, as Nevada does not impose a franchise tax comparable to Delaware’s; and (iv) the Board expects that Nevada law may reduce the cost and frequency of stockholder litigation.
Certain Differences Between Delaware and Nevada Law and Our Charter Documents
The rights of our stockholders will be governed by the NRS and the Nevada Articles and Nevada Bylaws after the Reincorporation. The Nevada Articles and Nevada Bylaws have been drafted to preserve, to the extent permitted by Nevada law, the provisions of our current certificate of incorporation and bylaws, including our authorized capital, classified Board, 34% quorum requirement, director election standard, the right of holders of at least 15% of our outstanding voting power to require the calling of a special meeting, and advance notice requirements. Material differences that result from the change in governing law include the following: (i) Nevada law limits the personal liability of directors and officers to a greater extent than Delaware law, and stockholders may therefore have more limited remedies for breaches of fiduciary duty; (ii) Nevada law codifies the business judgment rule and permits directors to consider a broad range of constituencies, and does not apply enhanced scrutiny to defensive measures or change of control transactions in the same manner as Delaware courts; (iii) the Nevada Articles will opt out of Nevada’s “combinations with interested stockholders” statutes (NRS 78.411 to 78.444) and “acquisition of controlling interest” statutes (NRS 78.378 to 78.3793), consistent with the absence of an equivalent restriction in our current certificate of incorporation; (iv) Nevada law permits the board to effect certain forward and reverse stock splits, with a corresponding change in authorized shares, without stockholder approval under NRS 78.207; (v) the inspection rights of stockholders under Nevada law are more limited than under Section 220 of the DGCL; and (vi) the Nevada Bylaws will designate the Eighth Judicial District Court of Clark County, Nevada, in place of the Court of Chancery of the State of Delaware, as the exclusive forum for derivative actions, fiduciary duty claims, claims under the NRS or our governing documents and claims governed by the internal affairs doctrine, and will retain the designation of the federal district courts as the exclusive forum for claims under the Securities Act.
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Authorized Capital. Our Fifth Amended and Restated Certificate of Incorporation authorizes 250,000,000 shares of capital stock, consisting of 200,000,000 shares of common stock, par value $0.0001 per share, and 50,000,000 shares of preferred stock, par value $0.0001 per share. The Nevada Articles will authorize the same number of shares of common stock and preferred stock, with the same par value. The reverse stock split approved by our stockholders on October 30, 2026 will not change our authorized shares. If the Board effects the reverse stock split before the Reincorporation, it will be effected under Delaware law, and each share of our common stock then outstanding, as adjusted for the reverse stock split, will convert into one share of common stock of the Nevada corporation in the Reincorporation.
No Separate Votes. Because the Nevada Articles and Nevada Bylaws preserve the substantive provisions of our current certificate of incorporation and bylaws, and the differences described above result from the change in governing law or substitute a Nevada forum for the existing Delaware forum, the Board has not presented any provision of the Nevada Articles or Nevada Bylaws as a separate proposal.
Some stockholders and proxy advisory firms have viewed reincorporation in Nevada as reducing stockholder protections. The Board considered these potential disadvantages and concluded that the benefits of the Reincorporation outweigh them. Because each of our directors and officers will benefit from Nevada’s more limited liability standards, our directors and officers have an interest in the Reincorporation that may be different from, or in addition to, the interests of our stockholders generally. Our existing indemnification agreements with our directors and executive officers will remain in effect following the Reincorporation.
Effectiveness; Abandonment; No Appraisal Rights
If approved, we expect the Reincorporation to become effective promptly after the Annual Meeting. The Board may abandon or delay the Reincorporation at any time before it becomes effective, including after stockholder approval, if the Board determines that it is no longer in the best interests of the Company and its stockholders. Under the DGCL, our stockholders are not entitled to appraisal rights in connection with the Reincorporation.
Certain U.S. Federal Income Tax Consequences. The Reincorporation is intended to qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended. Assuming it so qualifies, holders of our common stock generally should not recognize gain or loss for U.S. federal income tax purposes as a result of the Reincorporation, each holder’s aggregate tax basis in the shares of the Nevada corporation should equal the holder’s aggregate tax basis in our shares immediately before the Reincorporation, and the holding period of the shares of the Nevada corporation should include the holding period of our shares. This summary is general in nature and does not address all tax consequences that may be relevant to particular stockholders. Stockholders should consult their own tax advisors.
Under Section 266 of the DGCL, approval of the Reincorporation Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote thereon. Because approval is based on outstanding shares rather than votes cast, failing to vote will have the same effect as a vote “AGAINST” the Reincorporation Proposal, and the proposal may not be approved even if a majority of the votes cast are in favor. Abstentions and broker non-votes will have the same effect as a vote “AGAINST” the Reincorporation Proposal. The Reincorporation Proposal is considered a non-routine matter on which brokers do not have discretionary authority to vote.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE REINCORPORATION PROPOSAL.
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PROPOSAL NO. 4 — THE ADJOURNMENT PROPOSAL
The Adjournment Proposal, if adopted, will allow the Board to adjourn the Annual Meeting to a later date or dates, if necessary or appropriate, (i) to permit further solicitation and vote of proxies if there are insufficient votes at the time of the Annual Meeting to approve Proposal No. 1, Proposal No. 2 or Proposal No. 3, or (ii) if a quorum is not present or represented. The chair of the Annual Meeting also has authority under our Third Amended and Restated Bylaws to adjourn the Annual Meeting whether or not a quorum is present. In no event will the Board adjourn the Annual Meeting beyond the date by which it may properly do so under the Fifth Amended and Restated Certificate of Incorporation and the Delaware General Corporation Law.
The affirmative vote of the majority of shares of common stock present in person or represented by proxy at the Annual Meeting and entitled to vote is required to approve the Adjournment Proposal. An abstention will have the same effect as a vote “AGAINST” the Adjournment Proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ADJOURNMENT PROPOSAL.
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Leadership Changes. On November 7, 2025, Robert Bradley Lim stepped down as our Chief Executive Officer, Secretary and Treasurer and resigned from the Board, and Katharyn (Katie) Field, then our President, was appointed Chief Executive Officer, Secretary and Treasurer. On November 7, 2025, the Board appointed Arphing (Tommy) Lee as a director. On February 17, 2026, Siyun Yang resigned as a director; her resignation was not the result of any disagreement with the Company. On August 26, 2026, Ms. Field transitioned from her role as Chief Executive Officer and the Board appointed Shahin Behroyan as Chief Executive Officer. Ms. Field continues to support the Company in an internal advisory and consulting capacity.
Completion of 2025 Annual Meeting. Our 2025 annual meeting of stockholders, convened on December 31, 2025, was adjourned several times for lack of a quorum and was concluded on May 29, 2026, at which our stockholders elected Mr. Lee as a Class I director, ratified the appointment of Bush & Associates CPA LLC for fiscal 2025 and approved the iSpecimen Inc. 2025 Stock Incentive Plan (the “2025 Plan”).
Reverse Stock Split. On April 29, 2026, we filed our Fifth Amended and Restated Certificate of Incorporation, which effected a 1-for-40 reverse stock split of our common stock that became effective at 4:30 p.m. Eastern Time on April 27, 2026. Our common stock began trading on a split-adjusted basis on April 28, 2026. Unless otherwise indicated, share and per share amounts in this Proxy Statement for periods before April 27, 2026 have not been adjusted for the reverse stock split.
Financings. On December 31, 2025, we sold 6,875 shares of Series C Convertible Non-Voting Preferred Stock for an aggregate purchase price of $5.5 million in a private placement, all of which were converted into 1,192,819 shares of common stock during the six months ended June 30, 2026. On May 11, 2026, we closed a private placement of 85,202 shares of common stock and pre-funded warrants to purchase 403,088 shares of common stock for gross proceeds of approximately $2.5 million. On August 7, 2026, we closed a reasonable best efforts public offering of 996,231 shares of common stock and pre-funded warrants to purchase up to 2,849,923 shares of common stock for gross proceeds of approximately $5.0 million, with E.F. Hutton & Co. acting as placement agent.
2026 Special Meeting and Foldlab Asset Acquisition. At a special meeting of stockholders held on October 9, 2026, our stockholders approved (i) for purposes of Nasdaq Listing Rule 5635(d), the issuance of shares underlying pre-funded warrants and related adjustment provisions under the Securities Purchase Agreement dated May 8, 2026, (ii) for purposes of Nasdaq Listing Rule 5635(d), issuances in future convertible or equity-linked financings during the following 12 months, and (iii) the acquisition of certain artificial intelligence assets from Foldlab AI Ltd. pursuant to an Asset Purchase Agreement dated September 4, 2026, for an aggregate purchase price of $4,500,000, consisting of $2,000,000 in cash ($750,000 at closing and two milestone payments of $625,000 each, payable only upon delivery, testing and acceptance of each AI product) and $2,500,000 in shares of common stock based on a ten-trading-day VWAP. The stock consideration will be held in escrow and subject to a five-year lock-up, and its holders will grant us an irrevocable proxy to vote those shares on specified matters under a voting rights agreement. The special meeting was adjourned to October 30, 2026 solely with respect to a proposal to effect a reverse stock split of our common stock. At the reconvened special meeting held on October 30, 2026, our stockholders approved an amendment to our Fifth Amended and Restated Certificate of Incorporation to effect a reverse stock split of our outstanding common stock at a ratio between 1-for-10 and 1-for-100, with the exact ratio and timing to be determined by the Board in its discretion. As of the date of this Proxy Statement, the Board has not effected the reverse stock split, and share amounts in this Proxy Statement do not give effect to it. The reverse stock split, if effected, will not change the number of authorized shares of our common stock or preferred stock or the par value of our capital stock, will apply to all outstanding shares of common stock and proportionately adjust our outstanding options, warrants (including pre-funded warrants) and other rights to acquire common stock, and will not change any stockholder’s percentage ownership interest, except for the treatment of fractional shares.
Nasdaq Listing. On May 29, 2026, we received notice from Nasdaq that we did not comply with the minimum stockholders’ equity requirement of Nasdaq Listing Rule 5550(b), which requires stockholders’ equity of at least $2,500,000 (or an alternative market value or net income standard). As of June 30, 2026, our stockholders’ equity was $1,736,380. Based on compliance plans we submitted, on September 8, 2026, Nasdaq granted us an extension until November 25, 2026 to evidence compliance by furnishing a public report. If we fail to evidence compliance upon filing our Annual Report on Form 10-K for the year ending December 31, 2026, we may be subject to delisting. There can be no assurance that we will regain or maintain compliance.
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The following is a list of our directors and executive officers as of the Record Date, along with the information required by Item 401 of Regulation S-K:
|
Name |
Age |
Position |
||
|
Shahin Behroyan |
39 |
Chief Executive Officer |
||
|
Yuying Liang |
36 |
Chief Financial Officer |
||
|
Avtar Dhaliwal |
31 |
Director (Class II nominee) |
||
|
Anthony Lau |
40 |
Director |
||
|
Arphing (Tommy) Lee |
35 |
Director |
Shahin Behroyan has been serving as our Chief Executive Officer since August 26, 2026. Mr. Behroyan is a Vancouver-based entrepreneur and business leader with more than two decades of experience spanning investments, consumer packaged goods, healthcare and wellness, politics, and market research. Mr. Behroyan has broad experience with emerging growth companies, where he played a central role in building companies and securing national retail distribution across Canada. Mr. Behroyan has extensive experience in political organizing and fundraising, including work for former British Columbia Premier Gordon Campbell, and brings market research expertise from his work with Campaign Research of Toronto. Mr. Behroyan holds a Bachelor of Arts from Simon Fraser University.
Yuying Liang has been serving as our Chief Financial Officer since December 2024. Ms. Liang is the Principal and Director of Canmore Financial Services Inc. and Yuying Liang Professional Corp. with significant experience in corporate accounting, financial reporting, and CFO services. Ms. Liang has worked extensively with public and private companies across multiple sectors, providing financial leadership and strategic guidance. Ms. Liang holds a Bachelor of Business Administration from Simon Fraser University and holds the professional designation of chartered professional accountant (CPA). Ms. Liang is CFO and Director of Modern Plant Based Foods Inc., Montego Resources Inc. and Ultra Brands Ltd.; the CFO of BlockchainK2 Corp, Goldhills Holding Ltd., Intact Gold Corp., Kincora Copper Limited and Transatlantic Mining Corp.
Arphing (Tommy) Lee has been serving as our director since November 2025 and was elected as a Class I director at our 2025 annual meeting of stockholders. He serves on the Audit Committee and the Nominating and Corporate Governance Committee of the Board. Mr. Lee is a management consultant and professional engineer with extensive experience leading large-scale, multidisciplinary transformation initiatives across the technology, energy, and resources sectors. Since March 2025, Mr. Lee has served as Project Manager/Senior Technical Consultant — Management Operating Systems of Fuse Advisors, a Canadian boutique engineering consulting company. Mr. Lee has served as an advisor on the UBC Mining Industry Advisory Council for the Norman B. Keevil Institute of Mining Engineering since May 2023. Previously, he served at Accenture as Mining & Natural Resources Manager from May 2024 to March 2025 and as Mining & Natural Resources Consultant from August 2022 to May 2024; at AMC Consultants as Senior Mining Engineer from September 2021 to August 2022; at ABH Engineering as Senior Mining Engineer from March 2021 to September 2021; and at Baffinland Iron Mines as Short Range & Mid-Range Mine Planner from November 2018 to September 2021. Mr. Lee holds a Bachelor of Applied Science, Mining and Mineral Processing Engineering from the University of British Columbia and is a registered professional engineer (P.Eng). Mr. Lee is well-qualified to serve on the Board due to his engineering experience and background in corporate strategy, operational excellence, and the design and implementation of management systems.
Anthony Lau has been serving as a director of the Company since June 2025. He chairs the Audit Committee and the Compensation Committee and serves on the Nominating and Corporate Governance Committee of the Board. Mr. Lau currently serves as Director, Chief Executive Officer, and Chief Financial Officer of Remington Resources, Inc., a Canadian resource company, a position he has held since 2021. He brings to the Board significant leadership and financial management experience, having overseen corporate strategy, operations, and capital markets activities in his executive role. Mr. Lau received his undergraduate degree from the British Columbia Institute of Technology. Mr. Lau is well-qualified to serve on the Board due to his extensive experience as a senior executive and director of a public company, with expertise in corporate governance, finance, and executive management.
Avtar Dhaliwal has been serving as our director since September 2024. Mr. Dhaliwal has served as a director and a member of the compensation committee of the board of Halo Collective Inc. since March 2022, which is a cannabis extraction company that develops and manufactures quality cannabis oils and concentrates, and he has been a member
15
of its audit committee since August 2024. Since August 2024, Mr. Dhaliwal has been a director of Advent Technologies Holdings Inc., a US corporation that develops, manufactures, and assembles complete fuel cell systems as well as supplying customers with critical components for fuel cells in the renewable energy sector. Since December 2021, Mr. Dhaliwal has been the Chief Executive Officer of Modern Plant Based Foods, a Canadian food company that offers a portfolio of plant-based products. Previously, Mr. Dhaliwal worked in operations and logistics with Modern Plant Based Foods Inc. beginning in October 2019, and has also been the Chief Executive Officer of Pontus Protein Ltd., an agricultural food and technology company focused on creating and acquiring the best technology, since March 2022. From January 2024 until May 2024, Mr. Dhaliwal was the Chief Executive Officer and a director of Trilogy AI, a company committed to transforming the beauty industry through its artificial intelligence technology. Mr. Dhaliwal holds a Bachelor of Science in Biology from the University of British Columbia Okanagan. Mr. Dhaliwal is well-qualified to serve on the Board due to his management experience across multiple industries.
There are no family relationships among any of our executive officers or directors.
Composition of our Board of Directors
Our Board currently consists of three (3) directors. Our bylaws provide that our Board shall consist of not less than three (3) and not more than nine (9) directors, with the exact number fixed by the Board. Our Board is divided into three classes, designated as Class I, Class II and Class III directors, with only one class of directors being elected in each year and each class serving a three-year term. The term of office of the Class I director, Mr. Lee, will expire at the 2028 Annual Meeting. The term of office of the Class II director, Mr. Dhaliwal, will expire at the Annual Meeting. The term of office of the Class III director, Mr. Lau, will expire at the 2027 Annual Meeting. When considering whether directors have the experience, qualifications, attributes or skills, taken as a whole, to enable our Board to satisfy its oversight responsibilities effectively in light of our business and structure, the Board focuses primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth above. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business.
As our common stock is listed on the Nasdaq Capital Market, our determination of the independence of directors is made using the definition of “independent director” contained in Nasdaq Listing Rule 5605(a)(2). Our Board has affirmatively determined that each of Mr. Dhaliwal, Mr. Lau and Mr. Lee is an “independent director,” as that term is defined in the Nasdaq rules. Under the Nasdaq rules, our Board must be composed of a majority of “independent directors.” Additionally, subject to certain limited exceptions, our Board’s audit, compensation, and nominating and corporate governance committees also must be composed of all independent directors.
Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. Under the rules of Nasdaq, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
To be considered to be independent for purposes of Rule 10A-3 of the Exchange Act, a member of an audit committee of a listed company may not, other than in his capacity as a member of our audit committee, our Board, or any other committee of our Board: (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries.
Committees of Our Board of Directors
Our Board directs the management of our business and affairs, as provided by Delaware law, and conducts its business through meetings of the Board and standing committees. We have a standing audit committee, compensation committee, and nominating and corporate governance committee. In addition, from time to time, special committees may be established under the direction of the Board when necessary to address specific issues.
16
Audit Committee
We have established an audit committee of the Board. Mr. Lau, Mr. Dhaliwal and Mr. Lee serve as members of our audit committee, and Mr. Lau chairs the audit committee. Each member of the audit committee is financially literate, and our Board has determined that Mr. Lau qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.
We have adopted an audit committee charter that is available to stockholders on the Company’s website at https://investors.ispecimen.com/governance-documents, which details the principal functions of the audit committee, including:
• reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the Board whether the audited financial statements should be included in our Form 10-K;
• discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements;
• discussing with management major risk assessment and risk management policies;
• monitoring the independence of the independent auditor;
• verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;
• reviewing and approving all related-party transactions;
• inquiring and discussing with management our compliance with applicable laws and regulations;
• pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed;
• appointing or replacing the independent auditor;
• determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;
• establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and
The Board reviews the Nasdaq listing standards definition of independence for audit committee members on an annual basis and has determined that all current members of our audit committee are independent (as independence is currently defined in Rule 5605(c)(2)(A)(i) and (ii) of the Nasdaq listing standards).
Compensation Committee
We have established a compensation committee of the Board. Mr. Lau and Mr. Dhaliwal serve as members of our compensation committee. Mr. Lau chairs the compensation committee.
We have adopted a compensation committee charter that is available to stockholders on the Company’s website at https://investors.ispecimen.com/governance-documents, which details the principal functions of the compensation committee, including:
• reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;
• reviewing and approving the compensation of all our other executive officers;
17
• reviewing our executive compensation policies and plans;
• implementing and administering our incentive compensation equity-based remuneration plans;
• assisting management in complying with our proxy statement and annual report disclosure requirements;
• approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;
• if required, producing a report on executive compensation to be included in our annual proxy statement; and
• reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.
The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.
Nominating and Corporate Governance Committee
We have established a nominating and corporate governance committee of the Board. Mr. Dhaliwal, Mr. Lau and Mr. Lee serve as members of our nominating and corporate governance committee. Mr. Dhaliwal chairs the nominating and corporate governance committee.
We have adopted a nominating and corporate governance committee charter that is available to stockholders on the Company’s website at https://investors.ispecimen.com/governance-documents, which details the principal functions of the nominating and corporate governance committee, and which provides that persons to be nominated to serve as directors:
• should have demonstrated notable or significant achievements in business, education or public service;
• should possess the requisite intelligence, education and experience to make a significant contribution to the Board and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and
• should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the stockholders.
The nominating and corporate governance committee will consider several qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the Board. The nominating committee may require certain skills or attributes, such as financial or accounting experience, to meet specific Board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of Board members. The nominating committee does not distinguish among nominees recommended by stockholders and other persons.
During its fiscal year ended December 31, 2025, the Board held meetings and acted by written consent on numerous occasions. Each director attended at least 75% of the meetings of the Board and committees on which he or she served during the period of service.
Compensation Committee Interlocks and Insider Participation
None of the members of our compensation committee is or has been an officer or employee of our company. None of our executive officers currently serves, or in the past year has served, as a member of the Board’s compensation committee (or other board committee performing equivalent functions) of any entity that has one or more of its executive officers serving on our Board or compensation committee.
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Section 16(a) of the Exchange Act (“Section 16(a)”) requires our directors and executive officers and persons who own more than ten percent (10%) of our common stock (“Section 16 Insiders”) to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock.
To our knowledge based solely on a review of the copies of such reports furnished to us and the Section 16 Insiders’ representations to us, for the year ended December 31, 2025, our Section 16 Insiders complied with their respective filing requirements under Section 16(a) on a timely basis.
We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the code of business conduct and ethics has been posted on our website, www.ispecimen.com. In addition, we post on our website all disclosures that are required by law or the Nasdaq listing standards concerning any amendments to, or waivers from, any provision of the code.
19
The following discussion of compensation arrangements should be read with the compensation tables and related disclosures set forth below. This discussion contains forward-looking statements that are based on our current plans and expectations regarding future compensation programs. Actual compensation programs that we adopt may differ materially from the programs summarized in this discussion.
We are an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 and a “smaller reporting company” under the Exchange Act. Accordingly, we provide scaled executive compensation disclosure, and we are not required to hold advisory votes on executive compensation (“say-on-pay”) or on the frequency of such votes, or to provide pay versus performance disclosure. We expect to cease to be an emerging growth company on December 31, 2026, the last day of the fiscal year following the fifth anniversary of our initial public offering, after which we will be required to hold say-on-pay and say-on-frequency votes within the time periods required by SEC rules.
The discussion below includes a review of our compensation decisions with respect to fiscal years 2025 and 2024 for our “named executive officers,” or NEOs.
In 2025 and 2024, we compensated our NEOs through base salary or consulting fees, as described below. Our officers are also eligible for the standard benefits programs we offer all employees.
The following table sets forth information regarding compensation awarded to, earned by or paid to each of our named executive officers for fiscal years 2025 and 2024.
|
Name and Principal Position |
Year |
Salary |
Bonus |
Stock |
Option |
All other |
Total |
|||||||||||||
|
Robert Bradley Lim(1) |
2025 |
$ |
242,386 |
$ |
— |
$ |
— |
$ |
— |
$ |
— |
$ |
242,386 |
|||||||
|
Former Chief Executive Officer, Treasurer, Secretary and Director |
2024 |
$ |
— |
$ |
— |
$ |
— |
$ |
— |
$ |
— |
$ |
— |
|||||||
|
|
|
|
|
|
|
|||||||||||||||
|
Yuying Liang(3) |
2025 |
$ |
314,516 |
$ |
— |
$ |
— |
$ |
— |
$ |
— |
$ |
314,516 |
|||||||
|
Chief Financial Officer |
2024 |
$ |
— |
$ |
— |
$ |
— |
$ |
— |
$ |
— |
$ |
— |
|||||||
|
|
|
|
|
|
|
|||||||||||||||
|
Katharyn (Katie) Field(2) |
2025 |
$ |
203,077 |
$ |
— |
$ |
— |
$ |
— |
$ |
— |
$ |
203,077 |
|||||||
|
Former President, Chief Executive Officer, Treasurer and Secretary and former Director |
2024 |
$ |
— |
$ |
— |
$ |
— |
$ |
— |
$ |
— |
$ |
— |
|||||||
____________
(1) Robert Lim was appointed as Chief Executive Officer on December 12, 2024 and resigned on November 7, 2025. Amounts represent consulting fees paid to his personal corporation.
(2) Katharyn (Katie) Field was appointed as President in February 2025 and as Chief Executive Officer, Secretary and Treasurer on November 7, 2025. Ms. Field transitioned from her role as Chief Executive Officer on August 26, 2026.
(3) Yuying Liang was appointed as Chief Financial Officer on December 13, 2024.
(4) Shahin Behroyan was appointed as Chief Executive Officer on August 26, 2026 and therefore received no compensation from the Company in fiscal 2025 or 2024.
We have entered into independent contractor or consulting agreements with each of our Chief Executive Officer and Chief Financial Officer, and previously entered into an independent contractor agreement with our former Chief Executive Officer, Mr. Lim, and an employment agreement with Ms. Field.
Shahin Behroyan
We entered into an Independent Contractor Agreement with Mr. Behroyan, dated August 26, 2026, pursuant to which Mr. Behroyan, through his personal corporation, 1605811 BC Ltd., a company incorporated under the laws of the Province of British Columbia, Canada, serves as our Chief Executive Officer. The agreement provides for an annual fee
20
of $350,000, payable in equal monthly installments of $29,166.67. Mr. Behroyan serves as an independent contractor and is not eligible for any employee benefits. The agreement may be terminated by the Board at any time, with or without notice, and with or without cause. In the event of termination without cause or termination by Mr. Behroyan for good reason, we will provide Mr. Behroyan with a severance payment of $67,500. The agreement also contains customary confidentiality provisions.
Katharyn Field
We entered into an employment agreement with Ms. Field, effective as of February 28, 2025, appointing her as President of the Company. The agreement provides for an annual base salary of $240,000, payable in accordance with the Company’s standard payroll schedule. Ms. Field is also eligible to participate in the Company’s Stock Incentive Plan and receive standard fringe benefits available to full-time employees. Under the terms of the agreement, Ms. Field’s employment is at-will and may be terminated by either party with thirty (30) days’ notice. On November 7, 2025, Ms. Field was appointed as the Chief Executive Officer, Secretary, and Treasurer of the Company. On August 26, 2026, Ms. Field transitioned from her role as Chief Executive Officer and continues to support the Company in an internal advisory and consulting capacity.
Robert Bradley Lim
We entered into an independent contractor agreement with Mr. Lim, effective as of December 9, 2024, through his personal corporation, 1513932 B.C. Ltd., a company incorporated under the laws of the Province of British Columbia, Canada appointing him as Chief Executive Officer of the Company and a member of the Board of Directors, which, by its terms, will remain in effect from year to year and may be terminated by the Board of Directors of the Company at any time with or without notice, and with or without cause.
Under the terms of the Agreement, the Company will pay 1513932 B.C. Ltd. an annual fee of $270,000, payable in equal monthly installments of $22,500.
This Agreement does not create an employer-employee, partnership, or joint venture relationship between the parties. Mr. Lim will be entitled to severance payments. If the Mr. Lim is to be terminated by the Company without Cause, or in the event that the Mr. Lim terminates this Agreement for Good Reason, the Company agrees to provide the Contractor with severance payment equivalent of $67,500.
On December 27, 2024, by written consent, the Board of Directors appointed Mr. Lim to the additional roles of Treasurer and Secretary of the Company in accordance with the Company’s Second Amended and Restated Bylaws. There were no changes to Mr. Lim’s compensation or other terms of employment in connection with this appointment. On November 7, 2025, Mr. Lim stepped down as Chief Executive Officer, Secretary, and Treasurer of the Company and resigned as a member of the Board, effective immediately.
Yuying Liang
We entered into an engagement agreement with Ms. Liang, effective as of December 13, 2024, appointing her as Chief Financial Officer, which, by its terms, will remain in effect from year to year unless amended in writing by both parties or terminated by 60 days written notice from either party.
If there should be a Change of Control, Ms. Liang may terminate its obligations under this engagement within 90 days following the Change of Control by giving 30 days-notice in writing to the Company.
For the purposes of this engagement, a “Change of Control” shall be deemed to have occurred when: a person becomes a “control person” (as defined in the Securities Act); a majority of the directors are not individuals nominated by the Company’s then incumbent Board of Directors; or any person or group of persons acquires the ability, directly or indirectly to direct the management and policies of the Company through: the legal or beneficial ownership of voting securities; the right to appoint managers, directors or corporate management; contract; operating agreement; voting trust.
Under the terms of this agreement, Ms. Liang is paid an approximate annual base salary of $300,000, which is to be paid on a monthly basis of $25,000 plus applicable taxes. Should any circumstances cause fees to exceed the proposed amount Ms. Liang will inform the Company in advance to obtain the approval of such additional fees. If such approval is not obtained, the Company will not be billed outside the proposed amount.
21
We have entered into indemnification agreements with our directors and executive officers that require us to indemnify them against expenses, judgments, fines, settlements and other amounts that any such person becomes legally obligated to pay (including with respect to a derivative action) in connection with any proceeding, whether actual or threatened, to which such person may be made a party by reason of the fact that such person is or was a director or officer of us or any of our affiliates, provided such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, our best interests. We maintain a directors’ and officers’ liability insurance policy. The policy insures directors and officers against unindemnified losses arising from certain wrongful acts in their capacities as directors and officers and reimburses us for those losses for which we have lawfully indemnified the directors and officers. The policy contains various exclusions.
Outstanding Equity Awards at Fiscal Year End
The following table sets forth information regarding all outstanding stock options and restricted stock held by each of our named executive officers and current and former directors as of December 31, 2025:
|
Option Awards |
Option |
Option |
Stock awards |
|||||||||||
|
Name |
Number of |
Number of |
Number of |
Market value |
||||||||||
|
John Brooks |
500 |
— |
$ |
28.20 |
January 2, 2033 |
— |
$ |
— |
||||||
|
John Brooks |
500 |
— |
$ |
10.50 |
January 2, 2034 |
— |
|
— |
||||||
|
John Brooks |
677 |
— |
$ |
160.00 |
July 29, 2031 |
— |
|
— |
||||||
|
Avtar Dhaliwal |
168 |
— |
$ |
5.12 |
September 24, 2034 |
— |
|
— |
||||||
|
Kathryn Field |
168 |
— |
$ |
5.12 |
September 24, 2034 |
— |
|
— |
||||||
|
Richard Paolone |
168 |
— |
$ |
5.12 |
September 24, 2034 |
— |
|
— |
||||||
There are no arrangements, known to the Company, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.
Non-Employee Director Compensation
The following table sets forth information regarding the total compensation paid to our current and former non-employee directors during 2025 for their service on our Board. Our directors who are employed by us do not receive any additional compensation for serving on our Board.
|
Name and Principal Position |
Fees |
Stock |
Option |
Non-equity |
Non qualified |
All other |
Total |
|||||||||||
|
Avtar Dhaliwal(1) |
$ |
31,456 |
$ |
— |
$ |
— |
— |
— |
— |
$ |
31,456 |
|||||||
|
Siyun Yang(2) |
$ |
25,762 |
$ |
— |
$ |
— |
— |
— |
— |
$ |
25,762 |
|||||||
|
Anthony Lau(3) |
$ |
16,380 |
$ |
— |
$ |
— |
— |
— |
— |
$ |
16,380 |
|||||||
|
Arphing (Tommy) Lee(4) Director |
$ |
4,035 |
$ |
— |
$ |
— |
— |
— |
— |
$ |
4,035 |
|||||||
|
John L. Brooks III(5) |
$ |
14,766 |
$ |
— |
$ |
— |
— |
— |
— |
$ |
14,766 |
|||||||
|
Katharyn Field(6) |
$ |
4,861 |
$ |
— |
$ |
— |
— |
— |
— |
$ |
4,861 |
|||||||
|
Richard Paolone(7) |
$ |
17,269 |
$ |
— |
$ |
— |
— |
— |
— |
$ |
17,269 |
|||||||
____________
(1) Avtar Dhaliwal was appointed on September 26, 2024.
22
(2) Siyun Yang was appointed on February 19, 2025 and resigned on February 17, 2026.
(3) Anthony Lau was appointed on June 20, 2025.
(4) Arphing (Tommy) Lee was appointed on November 7, 2025.
(5) John L. Brooks III was appointed in June 2021 and resigned on June 18, 2025.
(6) Katharyn Field was appointed on September 26, 2024 and resigned as a director on February 19, 2025 to serve as the Company’s President.
(7) Richard Paolone was appointed on September 26, 2024 and resigned on June 18, 2025.
On July 30, 2021, our Board adopted and approved a director compensation policy (the “Initial Non-Employee Director Compensation Policy”), which provided for each of the non-employee directors (i) an annual retainer of $20,000, payable quarterly, (ii) equity compensations (including NSOs with a vesting schedule of three years to purchase 13,525 shares of common stock at the fair market value and annual RSUs which vested in four equal quarterly tranches) under the 2021 Plan, and (iii) travel expense reimbursement. The Initial Non-Employee Director Compensation Policy was amended, as of November 30, 2022, in an Amended and Restated Non-Employee Director Compensation Policy. The Amended and Restated Non-Employee Director Compensation Policy provides for each of the non-employee directors:
(i) an initial non-qualified ten-year stock option grant upon commencement of service on the Board equal to (x) 834 shares multiplied by (y) the number of months (including the month of commencement of service on the Board) that such director will serve during his or her first calendar year at an exercise price equal to 100% of the fair market value of our common stock vesting in four equal quarterly installments and subject to certain adjustments;
(ii) an annual non-qualified ten-year stock option grant on each January 2nd equal to 10,000 shares of our common stock at an exercise price equal to 100% of the fair market value of our common stock vesting in four equal quarterly installments and subject to certain adjustments;
(iii) an annual cash retainer of $20,000 plus an additional (x) $7,500 for each Board committee on which a director serves as chair and (y) $3,500 for each Board committee on which a director serves, but is not chair, which cash retainer is payable in for equal quarterly payments; and
(iv) travel expense reimbursement.
Our Board has adopted, and our stockholders have approved, the iSpecimen Inc. 2013 Stock Incentive Plan, the 2021 Plan and the 2025 Plan. The number of shares issued, number of shares reserved for issuance, number of shares underlying outstanding stock options and number of shares remaining available for future issuance under the 2013 Stock Incentive Plan and the 2021 Plan, as of December 31, 2025, are as follows:
|
Plan |
Number of |
Number of |
Number of |
Weighted |
Number of |
|||||
|
2013 Stock Incentive Plan |
15,451 |
2,028 |
7,770 |
34.60 |
— |
|||||
|
2021 Stock Incentive Plan |
93,475 |
20,295 |
2,901 |
6.93 |
73,180 |
On May 29, 2026, our stockholders approved the 2025 Plan, which reserves 1,000,000 shares of common stock for issuance, subject to adjustment for stock splits, stock dividends, recapitalizations and similar events, and authorizes the grant of incentive and non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards and other stock-based awards. The 2025 Plan does not include an evergreen feature and is administered by the compensation committee. No equity awards were granted during the six months ended June 30, 2026. The table above reflects share amounts before giving effect to the 1-for-40 reverse stock split effected April 27, 2026.
23
The 2013 Stock Incentive Plan was adopted by our Board and approved by our stockholders on April 12, 2013 to enhance our ability to attract, retain and motivate employees, officers, directors, consultants and advisors by providing such persons with equity ownership opportunities and performance-based incentives. The 2013 Stock Incentive Plan similarly authorizes options, restricted stock, restricted stock units and other stock-based awards and grants our Board, or any committee to which the Board delegates such authority, the sole discretion in administering, interpreting, amending or accelerating the 2013 Stock Incentive Plan. Further, our Board may delegate to one or more officers of the Company the power to grant awards and exercise such other powers under the 2013 Stock Incentive Plan as the Board may determine, provided, that the maximum number of awards to be granted and the maximum number of shares issuable to any one participant by such officer or officers are fixed by the Board. No officer may designate himself or herself as a recipient of any such awards.
Awards may be made under the 2013 Stock Incentive Plan for up to 309,029 shares of our common stock. The shares of common stock underlying any unexercised award shall again be available for the grant of awards under the 2013 Stock Incentive Plan, subject to any limitations under the Code. No participant may be granted awards, over the ten-year term of the 2013 Stock Incentive Plan, equating to more than an aggregate of 50% of the shares of common stock available under the 2013 Stock Incentive Plan.
Our Board may grant participants of the 2013 Stock Incentive Plan options to purchase our common stock and determine the terms of such options (including the number of shares of common stock to be covered by each option, the exercise price of each option and the conditions and limitations applicable to the exercise of each option). Incentive stock options and nonqualified stock options to purchase common stock may also be awarded under the 2013 Stock Incentive Plan. Any incentive stock options that, in the aggregate, become exercisable for the first time in any one calendar year for shares of common stock with an aggregate fair market value of more than $100,000 are deemed to be nonstatutory or nonqualified stock options. These options may not be granted at less than the fair market value of our common stock (or 110% of the fair market value if an incentive stock option is granted to any stockholder who owns beneficially more than 10% of the voting power of all classes of the issued and outstanding stock).
Our Board may also grant shares of restricted stock or restricted stock units. Participants holding shares of restricted stock are entitled to all ordinary cash dividends paid with respect to such shares unless otherwise provided by our Board. Further, within 120 days of the termination of a participant’s employment, for any reason, the Company may purchase any shares of unvested restricted stock awards at the lower of the original purchase or issue price to the participant, or the fair market value.
In addition, other stock-based awards including stock appreciation rights, bonus stock, phantom stock awards and stock units may be issued, entitling recipients to receive shares of common stock to be delivered in the future. Such other stock-based awards may be available as a form of payment in the settlement of other awards granted under the 2013 Stock Incentive Plan or as payment in lieu of compensation to which a participant is otherwise entitled. The 2013 Stock Incentive Plan also provides for substitute awards (the “2013 Substitute Awards”), which may be issued in connection with a merger or acquisition. The 2013 Substitution Awards may substitute any options or other stock or stock-based awards granted by any merged or acquired entity or its affiliate on such terms as our Board deems appropriate.
In the event of any stock split, reverse stock split, reclassification of shares, spin-off or similar change in capitalization or any dividend or distribution other than an ordinary cash dividend, the number and class of securities, exercise price per share and the terms of each outstanding award are to be adjusted equitably by the Company as determined by our Board. In the event of a reorganization, merger liquidation or similar transaction, the Board as the discretion to provide that awards are assumed, substituted, terminated immediately prior to the consummation of such event, declare them exercisable or provide cash consideration for such award.
We have the right to repurchase awards in the event a participant is terminated or leaves the Company regardless of the reason or cause.
24
Amended and Restated 2021 Stock Incentive Plan
On June 16, 2021, our Board and stockholders approved the 2021 Plan. Our Board approved certain amendments to the 2021 Plan, which were approved by the stockholders on May 25, 2022 and on May 24, 2023, respectively. On May 25, 2022, the Company’s stockholders approved amendments to the 2021 Plan to (i) set the maximum number of shares of the Company’s common stock that may be awarded to participants under the 2021 Plan as incentive stock options at 608,000 shares of common stock, (ii) revise the language relating to annual increases in the number of shares reserved for issuances of awards under the 2021 Plan so that it more clearly reflects the intent of such adjustment and (iii) make certain other non-material changes to the 2021 Plan.
On May 24, 2023, the stockholders approved an amendment to the 2021 Plan to (i) remove the automatic annual increase in the number of shares of common stock reserved for issuance under the 2021 Plan on each anniversary date of the 2021 Plan, in the event that 5% of the number of shares of common stock issued and outstanding on that date is more than the number of shares of common stock then currently reserved for issuance under the 2021 Plan, (ii) provide for the recoupment or clawback of awards granted under the 2021 Plan and (iii) increase the number of shares of common stock reserved for issuance with respect to awards granted under the 2021 Plan from 608,000 shares of common stock to 1,869,500 shares of common stock. The following is summary of the principal features of the 2021 Plan.
The purpose of the 2021 Plan is to enable us to offer our employees, officers, directors and consultants whose past, present and/or potential future contributions to us have been, are, or will be important to its success, an opportunity to acquire a proprietary interest in our Company. The various types of incentive awards that may be provided under the plan are intended to enable our Company to respond to changes in compensation practices, tax laws, accounting regulations and the size and diversity of its business.
The 2021 Plan grants our Board, or any committee to which the Board delegates such authority the sole discretion in administering, interpreting, amending or accelerating the 2021 Plan. The committee is comprised solely of “non-employee” directors, as defined in Rule 16b-3 under the Exchange Act. Subject to the provisions of the 2021 Plan, the committee will determine, among other things, the persons to whom from time to time awards may be granted, the specific type of awards to be granted, the number of shares subject to each award, share prices, any restrictions or limitations on the awards, and any vesting, exchange, surrender, cancellation, acceleration, termination, exercise or forfeiture provisions related to the awards.
There are 1,869,500 shares of common stock available for issuance under the 2021 Plan. The maximum number of shares of common stock that may be awarded under the 2021 Plan as incentive stock options is 1,671,290 shares. Shares of common stock subject to other awards that are forfeited or terminated will be available for future award grants under the 2021 Plan. If a holder pays the exercise price of a stock option by surrendering any previously owned shares of common stock or arranges to have the appropriate number of shares otherwise issuable upon exercise withheld to cover the withholding tax liability associated with the stock option exercise, the number of shares available under the plan may be increased by the lesser of (i) the number of such surrendered shares and shares used to pay taxes; and (ii) the number of shares purchased under such stock option.
We may grant awards under the 2021 Plan to employees, officers, directors, and consultants who are deemed to have rendered, or to be able to render, significant services to us and who are deemed to have contributed, or to have the potential to contribute, to its success. An incentive stock option may be granted under the plan only to a person who, at the time of the grant, is an employee of our Company or our subsidiaries.
Options. The 2021 Plan provides both for “incentive” stock options as defined in Section 422 of the Code, and for options not qualifying as incentive options, both of which may be granted with any other stock-based award under the plan. The committee determines the exercise price per share of common stock purchasable under an incentive or non-qualified stock option, which may not be less than 100% of the fair market value on the day of the grant or, if greater, the par value of a share of common stock. However, the exercise price of an incentive stock option granted to a person possessing more than 10% of the total combined voting power of all classes of our stock may not be less than 110% of the fair market value on the date of grant. The aggregate fair market value of all shares of common stock with respect to which incentive stock options are exercisable by a participant for the first time during any calendar year (under all of the plans), measured at the date of the grant, may not exceed $100,000.
25
An incentive stock option may only be granted within 10 years from the effective date of the 2021 Plan. An incentive stock option may only be exercised within ten years from the date of the grant, or within five years in the case of an incentive stock option granted to a person who, at the time of the grant, owns common stock possessing more than 10% of the total combined voting power of all classes of our stock.
Stock Appreciation Rights. Under the 2021 Plan, we may grant stock appreciation rights to participants who have been, or are being, granted stock options under the plan as a means of allowing the participants to exercise their stock options without the need to pay the exercise price in cash, or we may grant them alone and unrelated to an option. In conjunction with non-qualified stock options, stock appreciation rights may be granted either at or after the time of the grant of the non-qualified stock options. In conjunction with incentive stock options, stock appreciation rights may be granted only at the time of the grant of the incentive stock options. A stock appreciation right entitles the holder to receive a number of shares of common stock having a fair market value equal to the excess fair market value of one share of common stock over the exercise price of the related stock option, multiplied by the number of shares subject to the stock appreciation rights. The granting of a stock appreciation right in tandem with a stock option will not affect the number of shares of common stock available for awards under the plan. In such event, the number of shares available for awards under the plan will, however, be reduced by the number of shares of common stock acquirable upon exercise of the stock option to which the stock appreciation right relates.
Restricted Stock. Under the 2021 Plan, we may award shares of restricted stock either alone or in addition to other awards granted under the plan. The committee determines the persons to whom grants of restricted stock are made, the number of shares to be awarded, the price (if any) to be paid for the restricted stock by the person receiving the stock from us, the time or times within which awards of restricted stock may be subject to forfeiture, the vesting schedule and rights to acceleration thereof, and all other terms and conditions of the restricted stock awards.
The 2021 Plan will require that all shares of restricted stock awarded to the holder remain in our physical custody until the restrictions have terminated and all vesting requirements with respect to the restricted stock have been fulfilled. We will retain custody of all dividends and distributions made or declared with respect to the restricted stock during the restriction period. A breach of any restriction regarding the restricted stock will cause a forfeiture of the restricted stock and any retained dividends and distributions. Except for the foregoing restrictions, the holder will, even during the restriction period, have all of the rights of a stockholder, including the right to vote the shares.
Restricted Stock Units. Under the 2021 Plan, we may also award restricted stock units. Restricted stock units are the right to receive shares of common stock at a future date in accordance with the terms of such grant upon the attainment of certain conditions specified by the committee, which include substantial risk of forfeiture and restrictions on their sale or other transfer by the participant. Restrictions or conditions could also include, but are not limited to, the attainment of performance goals, continuous service with our Company, the passage of time or other restrictions or conditions. The committee determines the persons to whom grants of restricted stock units are made, the number of restricted stock units to be awarded, the time or times within which awards of restricted stock units may be subject to forfeiture, the vesting schedule and rights to acceleration thereof, and all other terms and conditions of the restricted stock units awards. The value of the restricted stock units may be paid in shares, cash, or a combination of both, as determined by the committee.
Other Stock-Based Awards. Under the 2021 Plan, we may grant other stock-based awards, subject to limitations under applicable law that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, shares of common stock, as deemed consistent with the purposes of the plan. These other stock-based awards may be in the form of purchase rights, shares of common stock awarded that are not subject to any restrictions or conditions, convertible or exchangeable debentures or other rights convertible into shares of common stock and awards valued by reference to the value of securities of, or the performance of, one of our subsidiaries. These other stock-based awards may include performance shares or options, whose award is tied to specific performance criteria. These other stock-based awards may be awarded either alone, in addition to, or in tandem with any other awards under the 2021 Plan or any of our other plans.
26
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth certain information regarding the beneficial ownership of our outstanding shares of common stock, as of the Record Date, by: (i) each of our directors, (ii) each of our named executive officers (as defined by Item 402(a)(3) of Regulation S-K promulgated under the Exchange Act), (iii) all of our directors and executive officers as a group, and (iv) each person known to us to beneficially own more than 5% of our outstanding shares of common stock.
Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. The percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all shares of our common stock outstanding on that date and all shares of our common stock issuable to that holder in the event of exercise of outstanding options, warrants, rights or conversion privileges owned by that person at that date which are exercisable within sixty (60) days of that date. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent that power may be shared with a spouse.
|
Name and Address of Beneficial Owner(1) |
Number of |
Approximate |
|||
|
Director and Executive Officers |
|
||||
|
Shahin Behroyan |
Nil |
0.00 |
% |
||
|
Avtar Dhaliwal |
Nil |
0.00 |
% |
||
|
Anthony Lau |
Nil |
0.00 |
% |
||
|
Arphing (Tommy) Lee |
Nil |
0.00 |
% |
||
|
Yuying Liang |
Nil |
0.00 |
% |
||
|
All Directors and Executive Officers as a Group (5 persons) |
* |
|
|||
|
5% or Greater Stockholders |
|
||||
|
N/A |
Nil |
0.00 |
% |
||
____________
* Less than 1%*
27
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Since January 1, 2024, there have not been, nor are there currently proposed, any transactions to which we have been a party, in which the amount involved exceeds or will exceed $120,000, and in which any of our directors, executive officers, holders of more than 5% of our capital stock, or any immediate family member of any of the foregoing had or will have a direct or indirect material interest.
Policies and Procedures for Related Transactions
We have not yet adopted a formal policy for the review, approval or ratification of related party transactions.
We have adopted a code of business conduct and ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by our Board (or the appropriate committee of our Board) or as disclosed in our public filings with the SEC. Under our code of ethics, conflict of interest situations includes any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the Company.
In addition, our audit committee, pursuant to a written charter, is responsible for reviewing and approving related party transactions to the extent that we enter into such transactions. An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is present is required in order to approve a related party transaction. A majority of the members of the entire audit committee will constitute a quorum. Without a meeting, the unanimous written consent of all of the members of the audit committee is required to approve a related party transaction. We also require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions.
These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.
Employee, Officer and Director Hedging
We maintain a policy on insider trading that applies to all shares of our capital stock held by any director, officer or employee. The policy requires that all directors, officers and employees receive our pre-clearance before engaging in any transactions involving our shares of capital stock and prohibits all directors, officers or employees from taking part in any hedging transactions.
We have adopted insider trading policies and procedures governing the purchase, sale and other dispositions of our securities by our directors, officers and employees, and by the Company itself, that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations and Nasdaq listing standards.
Policies and Practices Related to the Grant of Certain Equity Awards
We do not grant stock options, stock appreciation rights or similar option-like instruments in anticipation of the release of material nonpublic information, and we do not time the release of material nonpublic information for the purpose of affecting the value of executive compensation. No stock options were granted to our named executive officers during the year ended December 31, 2025 or during the four business days before or one business day after the filing of any periodic report or Form 8-K disclosing material nonpublic information.
Anti-Takeover Effects of Certain Provisions of Our Certificate of Incorporation and Bylaws
Provisions of our bylaws could make it more difficult to acquire us by means of a merger, tender offer, proxy contest, open market purchases, removal of incumbent directors and otherwise. These provisions, which are summarized below, are expected to discourage types of coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to first negotiate with us. We believe that the benefits of increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging takeover or acquisition proposals because negotiation of these proposals could result in an improvement of their terms.
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Vacancies. Newly created directorships resulting from any increase in the number of directors and any vacancies on the Board resulting from death, resignation, disqualification, removal or other cause shall be filled by a majority of the remaining directors on the Board.
Bylaws. Our certificate of incorporation and bylaws authorizes the Board to adopt, repeal, rescind, alter or amend our bylaws without stockholder approval.
Removal. Our bylaws provide that, except as prohibited by applicable law or our certificate of incorporation, the stockholders holding a majority of the shares then entitled to vote at an election of directors may remove any director from office with or without cause. Because our Board is classified, Section 141(k) of the DGCL may limit removal of directors to removal for cause.
Calling of Special Meetings of Stockholders. Our bylaws provide that special meetings of stockholders for any purpose or purposes may be called at any time only by the Board or by our Secretary following receipt of one or more written demands from stockholders of record who own, in the aggregate, at least 15% the voting power of our outstanding stock then entitled to vote on the matter or matters to be brought before the proposed special meeting.
Cumulative Voting. Our certificate of incorporation does not provide for cumulative voting in the election of directors, which would allow holders of less than a majority of the stock to elect some directors.
Staggered Board. Our bylaws provided that our Board is divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to the Annual Meeting) serving a three-year term. As a result, only a minority of the Board will be considered for election at every annual meeting of stockholders, which may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.
Our bylaws provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware) will be the exclusive forum for: (i) any derivative action or proceeding brought on behalf of the Company; (ii) any action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee, or agent of ours to us or our stockholders; (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, the certificate of incorporation, or the bylaws; and (iv) any action asserting a claim governed by the internal affairs doctrine (the “Delaware Forum Provision”). The bylaws further provide that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act (the “Federal Forum Provision”). In addition, the bylaws provide that any person or entity purchasing or otherwise acquiring any interest in shares of our common stock is deemed to have notice of and consented to the Delaware Forum Provision and the Federal Forum Provision.
Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the Delaware Forum Provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. We note, however, that there is uncertainty as to whether a court would enforce this provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.
We recognize that the Delaware Forum Provision and the Federal Forum Provision in the bylaws may impose additional litigation costs on stockholders in pursuing any such claims, particularly if the stockholders do not reside in or near the State of Delaware. Additionally, the Delaware Forum Provision and the Federal Forum Provision may limit our stockholders’ ability to bring a claim in a forum that they find favorable for disputes with us or our directors, officers or employees, which may discourage such lawsuits against us and our directors, officers and employees even though an action, if successful, might benefit our stockholders. In addition, while the Delaware Supreme Court ruled in March 2020 that federal forum selection provisions purporting to require claims under the Securities Act be brought in federal court were “facially valid” under Delaware law, there is uncertainty as to whether other courts will enforce the Federal Forum Provision. If the Federal Forum Provision is found to be unenforceable, we may incur additional costs associated with resolving such matters. The Federal Forum Provision may also impose additional litigation costs
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on stockholders who assert that the provision is not enforceable or invalid. The Court of Chancery of the State of Delaware and the United States District Court may also reach different judgments or results than would other courts, including courts where a stockholder considering an action may be located or would otherwise choose to bring the action, and such judgments may be more or less favorable to us than our stockholders.
Indemnification of Directors and Officers
We are incorporated in the State of Delaware. The certificate of incorporation and bylaws provide that, to the fullest extent permitted by Delaware law, as it presently exists or may be amended from time to time, a director shall not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duty as a director. And under Delaware law, this limitation of liability does not extend to, among other things, acts or omissions which involve intentional misconduct, fraud or knowing violation of law, or unlawful payments of dividends. So these provisions may discourage stockholders from bringing suit against a director or officer for breach of fiduciary duty and may reduce the likelihood of derivative litigation brought by stockholders on our behalf against a director or officer.
The certificate of incorporation and bylaws also provide for the indemnification of our directors, officers, employees, and agents, under certain circumstances, against attorney’s fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities on behalf of the Company. As such, should our officers and/or directors require us to contribute to their defense, we may be required to spend significant amounts of our capital. This indemnification policy could therefore result in substantial expenditures, which we may be unable to recoup. If these expenditures are significant or involve issues which result in significant liability for our key personnel, we may be unable to continue operating as a going concern.
Furthermore, we have entered into indemnification agreements with our directors and executive officers that require us to indemnify them against expenses, judgments, fines, settlements and other amounts that any such person becomes legally obligated to pay (including with respect to a derivative action) in connection with any proceeding, whether actual or threatened, to which such person may be made a party by reason of the fact that such person is or was a director or officer of us or any of our affiliates, provided such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, our best interests. We maintain a directors’ and officers’ liability insurance policy. The policy insures directors and officers against unindemnified losses arising from certain wrongful acts in their capacities as directors and officers and reimburses us for those losses for which we have lawfully indemnified the directors and officers. The policy contains various exclusions.
The transfer agent and registrar for our common stock is Broadridge Corporate Issuer Solutions LLC. The transfer agent and registrar’s address is 1155 Long Island Avenue, Edgewood, NY 11717 and its telephone number is 1-877-830-4932.
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STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR THE 2027 ANNUAL MEETING
Stockholders who intend to have a proposal considered for inclusion in our proxy materials for presentation at the 2027 Annual Meeting pursuant to Rule 14a-8 under the Exchange Act must submit such proposals to the principal executive offices of the Company at 8 Cabot Road, Suite 1800, Woburn, MA 01801, Attention: Secretary, not later than 5:00 p.m. Eastern Time on July 23, 2027, which is the 120th day before the anniversary of the date on which this Proxy Statement is first released to stockholders.
Stockholders intending to present a proposal at our 2027 Annual Meeting, but not to include the proposal in our proxy statement, or to nominate a person for election as a director, must comply with the requirements set forth in the Bylaws. The Bylaws require, among other things, that in the event that the date of the 2027 Annual Meeting is not more than 30 days in advance of or not later than 60 days after the anniversary of the Annual Meeting, our Secretary receive written notice from the stockholder of record of their intent to present such proposal or nomination not later than the close of business on the 90th day, nor earlier than the close of business on the 120th day prior to the anniversary of the Annual Meeting. Therefore, we must receive notice of such a proposal or nomination for the 2027 Annual Meeting no earlier than 5:00 p.m. Eastern Time on September 1, 2027 and no later than 5:00 p.m. Eastern Time on October 1, 2027, if the 2027 Annual Meeting is not more than 30 days in advance of or not later than 60 days after December 30, 2027. The notice must contain the information required by our Bylaws. On the other hand, in the event that the date of the 2027 Annual Meeting is at any other time, then our Secretary must receive such written notice not earlier than the close of business on the 120th day prior to the 2027 Annual Meeting and not later than the close of business on the later of: (1) the 90th day prior to the 2027 Annual Meeting; or (2) the tenth day following the first day we disclose the 2027 Annual Meeting date in a press release via a national news dissemination service or in a document filed with the SEC pursuant to Section 13, 14, or 15(d) of the Exchange Act. SEC rules permit management to vote proxies in its discretion in certain cases if the stockholder does not comply with this deadline and, in certain other cases notwithstanding the stockholder’s compliance with this deadline.
In addition to satisfying the requirements of our Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than November 1, 2027 (the first business day following the 60th day prior to the anniversary of the Annual Meeting), or, if the 2027 Annual Meeting is changed by more than 30 days from such anniversary, by the later of 60 days prior to the 2027 Annual Meeting or the tenth day following the day on which public announcement of the date of the 2027 Annual Meeting is first made.
We reserve the right to reject, rule out of order or take other appropriate action with respect to any proposal that does not comply with these or other applicable requirements.
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SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and notices with respect to two or more stockholders sharing the same address by delivering a single proxy statement or a single notice addressed to those stockholders. This process, which is commonly referred to as “householding,” provides cost savings for companies and helps the environment by conserving natural resources. Some brokers household proxy materials, delivering a single proxy statement or notice to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, please notify your broker. You can also request prompt delivery of a copy of this Proxy Statement and the Annual Report by contacting Broadridge Corporate Issuer Solutions LLC, in writing at 1155 Long Island Avenue, Edgewood, NY 11717 or via telephone at 1-877-830-4932.
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Our 2025 Annual Report is being mailed with this Proxy Statement to those stockholders that receive this Proxy Statement in the mail. You can also access our 2025 Annual Report at https://investors.ispecimen.com/sec-filings.
Our 2025 Annual Report has also been filed with the SEC. It is available free of charge at the SEC’s website at www.sec.gov. Upon written request by a stockholder, we will mail without charge a copy of our 2025 Annual Report on Form 10-K, including the financial statements and financial statement schedules, but excluding exhibits. All requests should be directed to the Secretary, iSpecimen Inc., 8 Cabot Road, Suite 1800, Woburn, MA 01801.
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iSPECIMEN INC.
c/o Broadridge Corporate Issuer Solutions
P.O. Box 1342
Brentwood, NY 11717
SCAN TO VIEW MATERIALS & VOTE
VOTE BY INTERNET
Before the Meeting – Go to www.proxyvote.com or scan the QR barcode above. Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on December 29, 2026. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.
During the Meeting – Go to www.virtualshareholdermeeting.com/ISPC2026. You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.
VOTE BY PHONE – 1-800-690-6903 – Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on December 29, 2026. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL – Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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KEEP THIS PORTION FOR YOUR RECORDS |
DETACH AND RETURN THIS PORTION ONLY |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
iSPECIMEN INC.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF THE DIRECTOR NOMINEE IN PROPOSAL NO. 1 AND “FOR” PROPOSAL NOS. 2, 3 AND 4.
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Proposal |
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1. |
To elect one Class II director to hold office until the 2029 annual meeting of stockholders, or until the election and qualification of his successor in office, subject to his earlier death, resignation or removal. Nominee: 01) Avtar Dhaliwal |
☐ For |
☐ Against |
☐ Abstain |
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2. |
To ratify the appointment of Bush & Associates CPA LLC as our independent registered public accounting firm for the year ending December 31, 2026. |
☐ For |
☐ Against |
☐ Abstain |
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3. |
To approve the conversion of the Company from a Delaware corporation to a Nevada corporation pursuant to a plan of conversion, including the adoption of Nevada articles of incorporation and bylaws. |
☐ For |
☐ Against |
☐ Abstain |
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4. |
To approve the adjournment of the Annual Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies if there are insufficient votes at the time of the Annual Meeting to approve Proposal No. 1, Proposal No. 2 or Proposal No. 3, or if a quorum is not present. |
☐ For |
☐ Against |
☐ Abstain |
NOTE: In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof.
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
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Signature [PLEASE SIGN WITHIN BOX] |
Date |
Signature (Joint Owners) |
Date |
Annex A-1
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com. |
iSPECIMEN INC.
Annual Meeting of Stockholders
to be held on December 30, 2026, 3:00 p.m. Eastern Time
This proxy is solicited on behalf of the Board of Directors
The undersigned stockholder(s) of iSPECIMEN INC. hereby appoint(s) Shahin Behroyan and Yuying Liang, or either of them, as proxies, each with the power to appoint his or her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of iSPECIMEN INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 3:00 p.m. Eastern Time on December 30, 2026, at www.virtualshareholdermeeting.com/ISPC2026, and any adjournment or postponement thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO SUCH DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” THE DIRECTOR NOMINEE IN PROPOSAL NO. 1 AND “FOR” PROPOSAL NOS. 2, 3 AND 4, IN ACCORDANCE WITH THE BOARD OF DIRECTORS’ RECOMMENDATIONS.
Continued and to be signed on reverse side
Annex A-2