iSpecimen (ISPC) Proxy filing summary

Executive summary

• Virtual annual meeting set for Dec. 30, 2026; Nov. 2, 2026 record date, with four proposals and unanimous Board recommendations in favor of each.

• Stockholders are asked to elect a director, ratify Bush & Associates CPA LLC, approve conversion from Delaware to Nevada, and authorize adjournment if needed for votes or quorum.

• Nasdaq granted an extension to Nov. 25, 2026 to evidence compliance with its $2.5 million stockholders’ equity requirement; equity was $1,736,380 at June 30, 2026, with delisting possible if compliance is not demonstrated.

Voting matters and shareholder proposals

• Avtar Dhaliwal is the sole Class II nominee for a three-year term ending at the 2029 annual meeting; election requires a majority of votes cast.

• Auditor ratification and adjournment each require a majority of shares present and entitled to vote; reincorporation requires a majority of all outstanding shares entitled to vote.

• Proposals 1 and 3 are non-routine, so brokers cannot vote uninstructed shares; proposals 2 and 4 are routine and permit broker discretion.

• Proposals for inclusion in 2027 proxy materials are due by July 23, 2027; other nominations and proposals generally require notice between Sept. 1 and Oct. 1, 2027, subject to meeting-date conditions.

Board of directors and corporate governance

• Three-member classified Board: Tommy Lee, Class I, through 2028; Dhaliwal, Class II, up for election; Anthony Lau, Class III, through 2027.

• Dhaliwal, Lau and Lee were determined independent under Nasdaq rules; Lau chairs Audit and Compensation, while Dhaliwal chairs Nominating and Corporate Governance.

• Board and committee attendance was at least 75% for each director during their service in FY2025; Section 16 insiders were reported compliant with timely filing requirements for 2025.

• A written business conduct and ethics code applies to directors, officers and employees, with website disclosure of legally or Nasdaq-required amendments and waivers.