iSpecimen 股东大会通过 Foldlab AI 资产收购及高稀释融资授权，但缩股议案投票不足被推迟至 10 月 30 日

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
October 9, 2026
iSpecimen Inc.
(Exact name of registrant as specified in its
charter)
Delaware
001-40501
27-0480143
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
8 Cabot Road
,
Suite 1800
Woburn
,
MA
01801
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (
781
)
301-6700
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading symbol(s)
Name of each exchange on which
registered
Common Stock, par value $0.0001 per share
ISPC
The
Nasdaq
Stock Market LLC
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
☐
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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