iSpecimen Inc. Common Stock AGM 2026

Please go ahead, Shahin. Perfect pronunciation.

Thank you very much. Good morning, everyone. It is 10:00 A.M. Eastern Time, and I am pleased to call to order the 2026 special meeting of stockholders of iSpecimen, Inc., a Delaware corporation. My name is Shahin Behroyan, and I will serve as today's Chair of the Meeting. On behalf of the Board of Directors and the management team, I welcome and thank you for joining us. This meeting is held entirely online through Broadridge's virtual meeting platform. Holders of the record of our common stock as of close of business on August 12, 2026, the record date, are entitled to notice of and to vote in this meeting. Each share of the common stock is entitled to one vote on each matter as presented today. Joining me today are members of the iSpecimen Board of Directors and management team. Also with us is Benjamin Sklar.

Sklar, did I pronounce that right? He will act as the Secretary of the Meeting and record today's proceedings. Kevin Chow of Broadridge has been appointed Inspector of the Election in today's meeting and will tabulate the votes and certify the results. The rules of the conduct of this meeting are posted on the meeting website. In the interest of the orderly and efficient meeting, there will not be a live question segment today. As described in the proxy statement, stockholders will be invited and submitted questions in advance through the question for the management feature at www.proxyvote.com. No audio or video recording of this meeting will be permitted.

Broadridge, a proxy and tabulation agent, has provided an affidavit confirming that on or before September 14, 2026, a notice of the internet availability from proxy materials, the notice of proxy materials, the notice of special meeting of stockholders, and the proxy and the statement were mailed or made available to stockholders of the record, of the close of business on August 12, 2026. This affidavit will be filed within the minutes of the meeting. As of record date, there will be 2,518,590 shares of common stock issued, outstanding, and entitled to a vote. Under our third amended and restated bylaws, the holders of 34% of the voting power of the shares entitled to vote, presented in person and represented by proxy, constitute a quorum. The presentation of the broker non-votes count as a present for the purpose of determining a quorum.

The Inspector of the Election has advised me that the holders of the 1,287,547 shares of common stock, representing approximately 51.12% of the 2,518,590 shares outstanding and entitled to vote are present online and represented by proxy. I therefore declare that a quorum is present and this meeting will be duly convened and ready to transact for business. We will now proceed with the formal business of the meeting. The purpose of the special meeting is to consider and vote upon five proposals described in the proxy statement, which have made available to all the stockholders. I will present each proposal in order, and I will note the vote required to approve it. Stockholders of the record who have already voted by proxy do not need to vote again. Stockholders of a record participating online who have their 16-digit control number may vote or change a previously submitted vote.

Through the meeting website until the polls close on each proposal, the beneficial owners holding the shares in the street name should follow the instructions provided by their bank, broker, or other nominee. If you submitted a single proxy without voting instructions, the proxy holders will vote your shares as recommended by the board. A brief note on broker non-votes. Proposal 1, 3, and 4 are non-routine matters, so brokers may not vote uninstructed shares on them. Proposal 2, the reverse stock split proposal, and Proposal 5, the adjournment proposal, are generally considered routine matters in which brokers may vote on uninstructed shares.

The first item in the business is Proposal 1, to approve for the purpose of complying with NASDAQ Listing Rule 5635(d), the issuance of the shares and the common stock underlying the pre-funded warrants and additional shares issued under the most favored nation anti-dilution and price adjustment provisions of the securities purchase agreement dated May 18th, 2026, which may result in an issuance of more than 19.9% of the company's outstanding common stock immediately prior to the transaction, at a price that may be below minimum price as followed by the NASDAQ rules. Approval of this proposal requires the affirmative vote of the majority of the shareholders present in person or represented by a proxy in meeting and entitled to vote on this matter. The Board of Directors unanimously recommend a vote for this proposal. The polls are now open for the voting.

Proposal number 1, stockholders who have already submitted proxy do not need to vote again unless they wish to change their vote. The Inspector of the Election has advised all votes on Proposal number 1 have been received. Accordingly, I will declare the polls closed on the Proposal number 1. The second item on the business is Proposal number 2, to approve the amendment of the fifth amended and restated certificate of incorporation and effective reverse stock split of our outstanding shares of the common stock, par value $0.0001 per share at a ratio ranging from 1 for 10 to 1 for 100, with the exact ratio to be set within the range at the direction of the Board of Directors without further approval and authorization of the stockholders.

The vote required to approve this proposal is described in the proxy statement as it will be supplemented by the company, and the board of directors unanimously recommends a vote for the proposal. The polls are now open for voting. Proposal number 2, stockholders who have already submitted a proxy do not need to vote again unless they wish to change their vote. The polls on proposal number 2 will remain open as I will describe at the end of today's meeting. The meeting will be adjourned with respect to proposal number 2 and only to give the stockholders additional time to vote on the proposal.

The third item of the business is proposal number 3, to approve for the purpose of the NASDAQ Listing Rule 5635(d), the issuance of shares of common stock upon a conversion of exercise or exchange of convertible or equity-linked securities that may be issued during the 12-month period following the stockholders' approval in one or more future financing transactions. At a conversion or exercise price reflecting a discount of 80% from the applicable lowest volume-weighted average, including shares issuable pursuant to the interest fee warrants resets, most favored nation rights, and anti-dilution adjustments. Approval for this proposal requires the affirmative vote from the majority of the shareholders present in person or represented by proxy in the meeting and entitled to a vote on the matter. An abstention will have the same effect as a vote against, and the broker non-votes will have no effect.

The board of directors unanimously recommends a vote for this proposal. The polls are now open for voting on proposal number 3. Stockholders who have already submitted a proxy do not need to vote unless they wish to change their vote. The Inspector of Election has advised that all the votes on proposal number 3 have been received. Accordingly, I declare the polls closed on proposal number 3. Sorry, guys. One sec. Closed number 3. Approval of proposal requires The Inspector of Election has advised all. Oh, wait. Asset acquisition. On the fourth of business proposal number 4, the approval of asset acquisition, including issuance of common shares and partial consideration pursuant to the asset purchase agreement dated September 4th, 2026 between the company, Foldlab AI Ltd. As is described, the proxy statement, the closing of the asset acquisition is conditioned upon receipt of stockholder approval.

Approval of this proposal requires the affirmative vote of the majority of the shareholders present in person or represented by proxy in the meeting entitled to a vote on the matter. An abstention will have the same effect as a vote against, and broker non-votes will have no effect. The board of directors unanimously recommend to vote for this proposal. The polls are now closed for voting on proposal number 4. Stockholders who have already submitted proxy do not need to vote unless they wish to change their vote. The Inspector of Election has advised me that all votes for number 4 have been received. Accordingly, I declare the polls closed, proposal number 4.

The fifth item of business for proposal number five, to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxy if there are not sufficient votes at the time of the special meeting to approve proposal numbers one, two, three, or four. We intend to use the authority to adjourn the meetings with respect to proposal number two. Approval of this proposal requires the affirmative vote of a majority of the shares present in person or represented by proxy in a meeting entitled to vote on the matter. The abstention will have the same effect as a vote against. The Board of Directors unanimously recommends a vote for the proposal. The polls are now open for voting on proposal number five. Stockholders who have already submitted a proxy do not need to vote unless they wish to change their vote.