iSpecimen Inc.

DEF 14A 1 ea0298075-02.htm PROXY STATEMENT

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

Check the appropriate box:

(Name of Registrant as Specified in its Charter)

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PAYMENT OF FILING FEE (Check the appropriate box):

September 14, 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 special meeting of stockholders (the “Special Meeting”) of iSpecimen Inc., which will be held virtually via the internet, commencing at 10:00 a.m. Eastern Time on October 9, 2026. In order to attend the meeting, you must log on towww.virtualshareholdermeeting.com/ISPC2026SM 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 Special Meeting will be held for the following purposes:

1. 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);

2. To approve an amendment to our Fifth 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-one hundred (1:100), with the exact ratio to be set within that range at the discretion of our Board of Directors without further approval or authorization of our stockholders;

3. 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;

4. To approve the Asset Acquisition (as defined in the accompanying 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., the closing of which is conditioned upon receipt of stockholder approval;

5. 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; and

To all stockholders of record at the close of business on August 12, 2026, attached to this letter are a Notice of Special Meeting of Stockholders and the Proxy Statement, which describe the business to be conducted at the Special 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 Special Meeting, whether or not you plan to attend the Special 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.

Sincerely,

/s/ Shahin Behroyan

Name: Shahin Behroyan

Title: Chief Executive Officer

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON OCTOBER 9, 2026

NOTICE IS HEREBY GIVEN that the Special Meeting of Stockholders (the “Special Meeting”) of iSpecimen Inc., a Delaware corporation (“we”, “us”, “our” or similar terminology), will be held on October 9, 2026, at 10:00 a.m. Eastern Time. The Special Meeting will be held as a virtual meeting, for the following purposes:

1. 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);

2. To approve an amendment to our Fifth 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-one hundred (1:100), with the exact ratio to be set within that range at the discretion of our Board of Directors without further approval or authorization of our stockholders;

3. 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;

4. To approve the Asset Acquisition (as defined in the accompanying 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., the closing of which is conditioned upon receipt of stockholder approval;

5. 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; and

These items of business for the Special 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 August 12, 2026 are entitled to notice of and to vote at the Special Meeting, or any continuation, postponement or adjournment thereof.

The Special Meeting will be held as a virtual meeting via live webcast on the Internet on October 9, 2026, at 10:00 a.m. Eastern Time. Because the Special Meeting is completely virtual and being conducted via the Internet, stockholders will not be able to attend the Special Meeting in person. You will be able to attend the Special Meeting, vote, and submit your questions on the day of the Special Meeting via the Internet by visitingwww.virtualshareholdermeeting.com/ISPC2026SM 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 Special Meeting on the meeting website. Stockholders of record will not be able to ask questions online during the Special Meeting. If you would like to submit a question prior to the Special Meeting, please visitwww.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 Special Meeting to be Held on October 9, 2026: The accompanying Proxy Statement is available atproxyvote.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 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.

This Notice of Special Meeting and Proxy Statement are first being distributed or made available, as the case may be, on or about September 14, 2026.

Your vote is very important to us. Whether or not you plan to attend the Special Meeting, we encourage you to vote promptly. You may vote by mailing a completed proxy card, by phone or the Internet.

By Order of the Board of Directors,

/s/ Shahin Behroyan

Name: Shahin Behroyan

Title: Chief Executive Officer

September 14, 2026