iSpecimen (ISPC) Proxy filing summary

Executive summary

• Special Meeting scheduled for October 9, 2026, to address key corporate actions and proposals.

• Stockholders will vote on five major proposals, including share issuances, a reverse stock split, future financing, an asset acquisition, and potential adjournment.

• Board recommends voting in favor of all proposals to support strategic flexibility and compliance with Nasdaq rules.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of shares exceeding 19.99% of outstanding stock under a May 2026 Securities Purchase Agreement, including anti-dilution and MFN provisions.

• Proposal 2: Approve a reverse stock split at a ratio between 1:10 and 1:100, at the Board's discretion, to maintain Nasdaq listing compliance.

• Proposal 3: Approve issuance of shares for future convertible or equity-linked securities with up to an 80% discount from VWAP, within 12 months of approval.

• Proposal 4: Approve acquisition of AI assets from Foldlab AI Ltd. for $2M cash and $2.5M in stock, with shares subject to a five-year escrow and lock-up.

• Proposal 5: Approve adjournment of the meeting if more time is needed to solicit votes for the above proposals.

Board of directors and corporate governance

• Board is divided into three classes with staggered three-year terms, making removal of management more difficult.

• Board can fill vacancies and amend bylaws without stockholder approval.

• No cumulative voting for directors; special meetings can be called by the Board or by stockholders holding at least 15% of voting power.