iSpecimen Inc. Common StockISPC
Recorded

iSpecimen Inc. Common Stock EGM 2026

Review the key takeaways and the transcript of this earnings call.

Period 2026Duration7 minParticipants3

Transcript

Preview the first fifteen paragraphs, organized by speaker.

Operator

Thank you for standing by. My name is Jordan, and I'll be your conference operator today. At this time, I'd like to welcome everyone to the iSpecimen Inc. special meeting. I would now like to turn the call over to Shahin Behroyan.

Shahin BehroyanCEO

Please go ahead. Good morning, everyone.

Shahin BehroyanCEO

It is 10:00 A.M. Eastern Time, and I call to order a reconvened session of the 2026 special meeting of stockholders of iSpecimen Inc. My name is Shahin Behroyan, Chief Executive Officer of iSpecimen, and I will serve as chair of today's meeting. Thank you for joining us. As announced at the meeting on October 9, 2026, the special meeting was adjourned with respect to proposal number 2, the reverse stock split proposal, only without the polls on that proposal today at the time of this virtual meeting platform. Proposals 1, 3, 4, 5 were acted upon on that October 9 meeting. As a result, we reported the current report on Form 8-K filed with SEC on October 9, 2026. No other business will be conducted today.

Shahin BehroyanCEO

Joining me today is Ben Scholar, our lawyer at iSpecimen, who will act as secretary of the meeting and record today's proceeding. Kevin Chau at Broadridge continues to serve as inspector of election and tabulator of the votes and certified all the results. The rules of the conduct of the special meeting, which were posted at the meeting website, continue to apply to today's session. We will not be a live question segment. No audio or video recording of this meeting is permitted. The record date of the special meeting, including today's reconvened session, remains the close of the business on August 12, 2026. As of the record date, there were 2,518,590 common shares of stock issued and outstanding and entitled to vote.

Shahin BehroyanCEO

Under our bylaws, the holders of 34% of the shares entitled to the vote, present in person or represented by proxy, constitutes our quorum. The inspector of election has advised me that the holders of 1,287,547 shares of common stock, representing approximately 51.1% of the shares outstanding and entitled to vote, are present online, represented by proxy. I therefore declare that a quorum is present and reconvened meeting is ready to transact business. On October 19, 2026, the company made available to stockholders a supplemental proxy statement. This supplement describes the vote required to approve proposal number 2 at today's meeting on how stockholders may vote and change their vote. Proxies and voting instructions previously submitted remain valid and will be voted as directed unless properly revoked.

Shahin BehroyanCEO

Stockholders of record who have their 16-digit control number may vote or change previously submitted vote through the meeting and website until the polls of proposal number 2. Beneficial owners holding shares in street name should follow the instructions provided by their bank, broker, or other nominee. The only item of the business today is proposal number 2, to approve an amendment of the 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 1-for-10 and 1-for-100, on the exact ratio to be set within the range at the discretion of the board of directors without further approval or authorization of our stockholders.

Shahin BehroyanCEO

As described in the supplemental proxy statement and determined by the board of directors in unanimous written consent October 9, 2026, proposal number 2 will be approved under Section 242 of Delaware General Corporation Law if the votes cast for the proposal exceeds the votes cast against the proposal. The abstentions are not votes cast and will have no effect on the outcome. Brokers may vote uninstructed shares on this proposal in their discretion. The board of directors unanimously recommends the vote for this proposal. The polls remain open, voting on number 2. Stockholders who already submitted a proxy will not need to vote again unless they wish to change their vote. You can make your votes now, and waiting for the inspector of election. The inspector of election has advised that all the votes for proposal number 2 have been received.

Shahin BehroyanCEO

Accordingly, I will declare the polls closed for proposal number 2. I understand that the inspector of election has completed the preliminary tabulation of the votes. Inspector, would you please be able to present the preliminary results?

Kevin ChauInspector of Election

Kevin Chau? Based on the preliminary tabulation, the votes cast for proposal number 2 exceed the votes cast against proposal number 2.

Kevin ChauInspector of Election

Accordingly, proposal number 2 has been approved under the voting standard described in the supplemental proxy statement.

Shahin BehroyanCEO

Thank you. The final certified report of the inspector of election will be filed in the minutes of this meeting, and the voting results will disclose the current report of Form 8-K to be filed with the SEC within four business days. There will be no further business to come before the meeting. I hereby declare 2026 special meeting of the stockholders of iSpecimen Inc. adjourned. On behalf of our board of directors and management team, thank you for your participation and continued support of iSpecimen.

Operator

Thank you. This concludes today's meeting.

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