iSpecimen Inc 8-K, filed Oct 9, 2026
iSpecimen Inc. (ISPC)
About this 8-K
iSpecimen Inc filed this 8-K on October 9, 2026.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On October 9, 2026, iSpecimen Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). As of the close of business on August 12, 2026, the record date for the Special Meeting, there were 2,518,590 shares of the Company’s common stock outstanding and entitled to vote. A total of 1,287,547 shares were present in person or represented by proxy, constituting approximately 51.1% of the shares outstanding and entitled to vote and therefore representing a quorum.
The proposals submitted to the stockholders at the Special Meeting are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on September 14, 2026. The final voting results for Proposal Nos. 1, 3, 4 and 5 are set forth below. As described below, the Special Meeting was adjourned with respect to Proposal No. 2 only.
| 1. | Approval Pursuant to Nasdaq Listing Rule 5635(d) - Pre-Funded Warrants |
To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of common stock underlying Pre-Funded Warrants and any additional shares issuable pursuant to the most-favored-nation, anti-dilution and price adjustment provisions of the Securities Purchase Agreement dated May 8, 2026, which may result in the issuance of more than 19.99% of the Company’s outstanding common stock immediately prior to such transaction, at a price that may be below the Minimum Price (as defined in Nasdaq rules).
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||
| 779,705 | 33,092 | 160 | 474,590 | |||||||||
Proposal 1 was approved.
| 2. | Approval of Reverse Stock Split |
To approve an amendment to the Company’s Fifth Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s outstanding shares of common stock at a ratio in a range of one-for-ten (1:10) to one-for-one hundred (1:100), with the exact ratio to be determined by the Board of Directors at its discretion.
Pursuant to the approval of Proposal No. 5 described below, the Special Meeting was adjourned with respect to Proposal No. 2 only, without the polls on Proposal No. 2 having been closed, to October 30, 2026, at 10:00 a.m. Eastern Time, to be held virtually (the “Adjourned Meeting”), to provide stockholders additional time to vote on Proposal No. 2. The record date for the Adjourned Meeting remains the close of business on August 12, 2026. Proxies previously submitted with respect to Proposal No. 2 remain valid unless revoked. The Company will report the final voting results on Proposal No. 2 in a Current Report on Form 8-K following the Adjourned Meeting.
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| 3. | Approval Pursuant to Nasdaq Listing Rule 5635(d) - Future Convertible Financing Transactions |
To approve, for purposes of Nasdaq Listing Rule 5635(d), the issuance of shares of common stock upon conversion, exercise or exchange of convertible or equity-linked securities that may be issued during the 12-month period following stockholder approval in one or more future financing transactions, at a conversion or exercise price reflecting a discount of up to 80% from the applicable lowest volume weighted average price, including shares issuable pursuant to interest, fees, warrants, resets, most-favored-nation rights and anti-dilution adjustments.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||
| 782,722 | 30,099 | 136 | 474,590 | |||||||||
Proposal 3 was approved.
| 4. | Approval of Asset Acquisition |
To approve the Asset Acquisition (as defined in the proxy statement), including the issuance of shares of common stock as partial consideration therefor, pursuant to the Asset Purchase Agreement dated September 4, 2026 by and between the Company and Foldlab AI Ltd.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||
| 791,600 | 21,269 | 88 | 474,590 | |||||||||
Proposal 4 was approved.
| 5. | Approval of Adjournment |
To approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve Proposal Nos. 1, 2, 3 or 4.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||
| 1,150,689 | 112,799 | 24,059 | 0 | |||||||||
Proposal 5 was approved.
No other business was properly brought before the Special Meeting.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: October 9, 2026
| iSPECIMEN INC. | ||
| By: | /s/ Shahin Behroyan | |
| Name: | Shahin Behroyan | |
| Title: | Chief Executive Officer | |
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