iSpecimen Inc

DEF 14A 1 tm242845-4_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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[ ] Preliminary Proxy Statement

[ ]Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to § 240.14a-12

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PAYMENT OF FILING FEE (Check the appropriate box):

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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.

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June 10, 2024

Dear Fellow Stockholders:

On behalf of the board of directors (“Board of Directors”) of iSpecimen Inc., I cordially invite you to attend the 2024 annual meeting of stockholders (the “Annual Meeting”) of iSpecimen Inc., which will be held virtually via the Internet, commencing at 10:00 a.m. Eastern Time on July 19, 2024). In order to attend the meeting, you must log on to www.virtualshareholdermeeting.com/ISPC2024 and enter the 16-digit control number on your proxy card or in the instructions that accompanied your proxy materials. The Annual Meeting will be held for the following purposes:

To elect two (2) Class III directors each to serve for a three-year term that expires at the 2027 Annual Meeting of Stockholders, or until the election and qualification of their respective successors in office, subject to their earlier death, resignation or removal;

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To approve an amendment to our Fourth Amended and Restated Certificate of Incorporation to effect a reverse stock split of our outstanding shares of common stock, par value $0.0001 per share, at a ratio, ranging from one-for-ten (1:10) to one-for-twenty (1:20), with the exact ratio to be set within that range at the discretion of our board of directors (“Board of Directors”) without further approval or authorization of our stockholders;

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To ratify the appointment of Wolf & Company, P.C. as our independent registered public accounting firm for the year ending December 31, 2024; and

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

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To all stockholders of record at the close of business on June 3, 2024, 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.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 19, 2024

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 July 19, 2024, at 10:00 a.m. Eastern Time. The Annual Meeting will be held as a virtual meeting, for the following purposes:

To elect two (2) Class III directors each to serve for a three-year term that expires at the 2027 Annual Meeting of Stockholders, or until the election and qualification of their respective successors in office, subject to their earlier death, resignation or removal;

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To approve an amendment to our Fourth Amended and Restated Certificate of Incorporation to effect a reverse stock split of our outstanding shares of common stock, par value $0.0001 per share, at a ratio, ranging from one-for-ten (1:10) to one-for-twenty (1:20), with the exact ratio to be set within that range at the discretion of our board of directors (“Board of Directors”) without further approval or authorization of our stockholders;

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To ratify the appointment of Wolf & Company, P.C. as our independent registered public accounting firm for the year ending December 31, 2024; and

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

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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 June 3, 2024 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 July 19, 2024, at 10:00 a.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/ISPC2024 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.

This Notice of Annual Meeting, the accompanying Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 are available atproxyvote.com and they are first being distributed or made available, as the case may be, on or about June 10, 2024.

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.

Lexington, MA

June 10, 2024